NOTICE TO SHAREHOLDERS

RCL FOODS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1966/004972/06
Share code: RCL
ISIN: ZAE000179438
“RCL FOODS” or “the company”

In terms of section 59(1)(a) of the South African Companies Act, No 71 of 2008, as amended, (“the Companies Act”) the record date for the purpose of determining which shareholders of the company are entitled to receive notice of the annual general meeting is Friday, 23 October 2015. In terms of section 59(1)(b) of the Companies Act, the record date for the purpose of determining which shareholders of the company are entitled to participate in and vote at the annual general meeting is Friday, 20 November 2015. Accordingly the last day to trade in order to be registered in the register of members of the company and therefore be eligible to participate in and vote at the annual general meeting is Friday, 13 November 2015.

Notice is hereby given that the 49th annual general meeting of shareholders of RCL FOODS Limited will be held at Six The Boulevard, Westway Office Park, Westville, KwaZulu-Natal on Thursday, 26 November 2015 at 08:30 to consider and, if deemed fit, to pass the following ordinary and special resolutions with or without modification and to transact such other business as may be transacted at an annual general meeting.

ORDINARY RESOLUTIONS

1. ADOPTION OF ANNUAL FINANCIAL STATEMENTS
  Ordinary resolution number 1
  Resolved that the audited annual financial statements of the company and the Group, including the directors’ report, report of the Audit Committee and independent auditor’s report, for the year ended 30 June 2015 be received and adopted.
2. ELECTION AND RE-ELECTION OF DIRECTORS
  Ordinary resolution number 2.1
  Resolved that Mr RV Smither, having retired and been re-appointed in accordance with the company’s retirement policy since the last annual general meeting, be re-elected as a director of the company.
  Ordinary resolution number 2.2
  Resolved that Mr HJ Carse, who retires by rotation in accordance with the Memorandum of Incorporation of the company and who, being eligible, has offered himself for re-election, be re-elected as a director of the company.
  Ordinary resolution number 2.3
  Resolved that Mr DTV Msibi, who retires by rotation in accordance with the Memorandum of Incorporation of the company and who, being eligible, has offered himself for re-election, be re-elected as a director of the company.
  Ordinary resolution number 2.4
  Resolved that Mrs MM Nhlanhla, who retires by rotation in accordance with the Memorandum of Incorporation of the company and who, being eligible, has offered herself for re-election, be re-elected as a director of the company.
  Ordinary resolution number 2.5
  Resolved that Mr GM Steyn, who retires by rotation in accordance with the Memorandum of Incorporation of the company and who, being eligible, has offered himself for re-election, be re-elected as a director of the company.
Biographical details of the above directors can be found here and here of this integrated annual report, of which this notice forms part.
3. RE-APPOINTMENT OF EXTERNAL AUDITORS
  Ordinary resolution number 3
  Resolved that the re-appointment of PricewaterhouseCoopers Incorporated as the company’s auditors, as nominated by the company’s Audit Committee, be approved, and to note that the individual registered auditor who will undertake the audit during the financial year ending 30 June 2016 is Mrs S Randlehoff.
4. ELECTION OF MEMBERS OF THE AUDIT COMMITTEE
  Ordinary resolution number 4.1
  Resolved that Mr NP Mageza, an independent non-executive director of the company, be elected as a member of the Audit Committee until the next annual general meeting.
  Ordinary resolution number 4.2
  Resolved that Mr DTV Msibi, an independent non-executive director of the company, be elected as a member of the Audit Committee until the next annual general meeting.
  Ordinary resolution number 4.3
  Resolved that Mr RV Smither, an independent non-executive director of the company, be elected as a member of the Audit Committee until the next annual general meeting.
5. CONTROL OF AUTHORISED BUT UNISSUED SHARES
  Ordinary resolution number 5
  Resolved that the unissued ordinary shares in the capital of the company remain under the control of the directors who shall be authorised to issue these shares at such times and on such terms as they may determine, subject to the Companies Act, the company’s Memorandum of Incorporation and the Listings Requirements of the JSE Limited (JSE).
6. APPROVAL OF GROUP REMUNERATION POLICY
  Ordinary resolution number 6
  Resolved that the Group Remuneration Policy, as described in the Remuneration Report available on our website at www.rclfoods.com of which this notice forms part, is hereby approved by way of a non-binding advisory vote, as recommended in the King Code of Governance for South Africa 2009, commonly referred to as King III.
7. ENABLING RESOLUTION
  Ordinary resolution number 7
  Resolved that any director of the company and/or the Company Secretary be and is hereby authorised to do all such things and sign all such documents as may be necessary for or incidental to the implementation of special resolution number 1, special resolution number 2 and special resolution number 3.


SPECIAL RESOLUTIONS

1. AMENDMENT TO MEMORANDUM OF INCORPORATION
  Special resolution number 1
  Resolved as a special resolution that the Memorandum of Incorporation of the company be and is hereby amended as follows:
  By the deletion in its entirety of clause 26.4, which provides as follows:
  “26.4 The provisions of this clause 26 shall not apply to any Shareholders’ meetings that are called in terms of the Listings Requirements or the passing of any resolution in terms of clause 27.2.2 or to any annual general meeting of the Company.”
  “26.4 The provisions of this clause 26 shall not apply to the passing of any resolution in terms of clause 27.2.2 or to any general meeting of the Company.”
  “26.5 Any shareholders’ resolutions requiring relevant shareholder approval may be passed by way of a meeting of shareholders or, unless the JSE Listings Requirements require otherwise, by way of a written resolution in terms of section 60 of the Act.”
  “26.6 Any written resolution referred to in clause 26.5 above, shall be limited to, in accordance with section 60 of the Act, change of name; odd lot offers; increase in authorised share capital and/or approval of amendment to this Memorandum of Incorporation.”


  Explanation
  The reason and effect of special resolution number 1 is to amend the company’s Memorandum of Incorporation to provide for the passing of written resolutions, including certain shareholder resolutions required in terms of the Listings Requirements of the JSE Limited (“the Listings Requirements”), in accordance with section 60 of the Companies Act and to the extent permitted in terms of paragraph 10.11(h) of Schedule 10 of the Listings Requirements.
2. FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45
  Special resolution number 2
  Resolved as a special resolution that the board may, subject to sections 44 and 45 of the Companies Act, the Memorandum of Incorporation of RCL FOODS and the JSE Limited Listings Requirements, authorise RCL FOODS to provide direct or indirect financial assistance as contemplated by sections 44 and 45 of the Companies Act:
  (i) by way of loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription for any option, or any securities, issued or to be issued by RCL FOODS, or any related or interrelated company, or for the purchase of any securities of RCL FOODS, or any related or inter-related company; and/ or
  (ii) to a director or prescribed officer of RCL FOODS or of a related or inter-related company, or to a related or interrelated company or corporation, or to a member of a related or inter-related corporation, or to a person related to any such company, corporation, director, prescribed officer or member,
  provided that no such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the date of the adoption of this special resolution.
  Explanation
  On a regular basis, and in the ordinary course of business, the company provides loan financing, guarantees, and other support to the related and inter-related companies/legal entities in the Group.
  Sections 44 and 45 of the Companies Act empower the board of a company to provide direct or indirect financial assistance to a related or inter-related company or corporation pursuant to a special resolution of the shareholders of the company adopted within the previous two years.
  The reason for and effect of special resolution number 2 is to grant the directors of the company the authority to cause the company to provide financial assistance to any company or other legal entity which is related or inter-related to the company, subject to compliance with the relevant provisions of sections 44 and 45 of the Companies Act.
3. APPROVAL OF NON-EXECUTIVE DIRECTORS’ REMUNERATION
  Special resolution number 3
  Resolved as a special resolution that, unless otherwise determined by the company in a general meeting, the annual fees payable by the company to its non-executive directors, with effect from 1 October 2015, be approved as follows:
   
Rands per annum Current  Proposed
Board   
Chairman 250 000  267 500 
Members 250 000  267 500 
Audit Committee    
Chairman 203 000  223 300 
Members 102 000  112 200 
Remuneration and Nominations Committee    
Chairman 120 000  132 000 
Members 75 000  82 500 
Risk Committee    
Chairman 120 000  132 000 
Members 75 000  82 500 
Social and Ethics Committee    
Chairman 86 000  94 600 
Members 52 000  57 200 
  Explanation
  Section 66(9) of the Companies Act requires that a company may pay remuneration to its directors for their services as directors only in accordance with a special resolution approved by the shareholders within the previous two years.
  The reason for and effect of special resolution number 3 is to grant the company the authority to pay fees to its nonexecutive directors for their services as directors.


APPROVALS REQUIRED FOR RESOLUTIONS

Ordinary resolution numbers 1 to 7 contained in this notice require the approval of more than 50% (fifty percent) of the voting rights exercised on the resolution by members present or represented by proxy at the annual general meeting. Special resolution numbers 1 to 3 contained in this notice require the approval of more than 75% (seventy-five percent) of the voting rights exercised on the resolutions by members present or represented by proxy at the annual general meeting.

ATTENDANCE AND VOTING BY MEMBERS OR PROXIES

Ordinary members who have not dematerialised their ordinary shares or who have dematerialised their ordinary shares with own name registration are entitled to attend and to vote at the meeting. Any such member may appoint a proxy/proxies to attend, speak and vote in their stead (on a poll) at the meeting. A proxy need not be a member of the company. Forms of proxy, together with a notarially certified copy of the power of attorney (if applicable) or other instrument (if any), appointing the proxy and the authority under which it is signed (if any), must be deposited at the registered office of the company or posted to the Company Secretary, PO Box 2734, Westway Office Park, Westville, 3635, or lodged with the transfer secretaries of the company, Computershare Investor Services Proprietary Limited at 70 Marshall Street, Johannesburg 2001, or posted to the transfer secretaries at PO Box 61051, Marshalltown 2107, so as to arrive no later than 08:30 on Tuesday, 24 November 2015.

Any shares held by a share trust or scheme will not have their votes at the annual general meeting taken into account for the purposes of resolutions proposed in terms of the Listings Requirements. In terms of section 48(2)(b)(ii) of the Companies Act, no voting rights may attach to any shares held in treasury.

Any forms of proxy not received by this time must be handed to the Chairman of the annual general meeting immediately prior to the annual general meeting.

On a show of hands, every member of the company present in person or represented by proxy shall have one vote only. On a poll, every member of the company shall have one vote for every share held in the company by such member. Ordinary members who have dematerialised their ordinary shares other than with “own name” registration, should contact their Central Securities Depository Participant (CSDP) or broker in the manner and time stipulated in their agreement:

  • to furnish them with their voting instructions; or
  • in the event that they wish to attend the meeting, to obtain the necessary authority to do so.

Shareholders or their proxies may participate by electronic communication in all or part of the meeting and, if they wish to do so:

  • must contact the Company Secretary (by email at the address: John.Maher@rclfoods.com) by no later than 16:00 on Friday, 20 November 2015 in order to facilitate participation; and
  • the electronic communication is at the expense of the shareholders or proxy.

PROOF OF IDENTIFICATION REQUIRED

The Companies Act requires that any person who wishes to attend or participate in a shareholders’ meeting must present reasonably satisfactory identification at the meeting. Any shareholder or proxy who intends to attend or participate at the annual general meeting must be able to present reasonably satisfactory identification at the meeting for such shareholder or proxy to attend and participate at the meeting. A green bar-coded identification document issued by the South African Department of Home Affairs, a driver’s licence or a valid passport will be accepted as sufficient identification.

JMJ Maher
Company Secretary

1 September 2015

Registered office
Six The Boulevard
Westway Office Park
Westville
3629