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Results of Annual General Meeting
THE FOSCHINI GROUP LIMITED
Registration number: 1937/009504/06
Code: TFG
ISIN: ZAE000148466
(“TFG” and “Group”)
Results of annual general meeting of shareholders
RESULTS OF ANNUAL GENERAL MEETING
At the annual general meeting of The Foschini Group Limited held yesterday, 16
September 2020, all the ordinary and special resolutions were passed by the requisite
majority of votes, cast by way of poll in each case.
The company’s total number of ordinary shares in issue eligible to vote is 329,946,701
and the total number of shares represented in person or by proxy at the meeting was
276,709,872 representing 83.87% of the eligible shares.
The voting results of the Resolutions were as follows:
Total shares voted Total shares in issue
eligible to vote
For Against Total Shares Shares
(%) (%) (number) voted abstained
(%) (%)
Ordinary resolution no.1: 100.00% 0.00% 276,279,878 83.73% 0.13%
Presentation of annual
financial
statements
Ordinary resolution no.2: 99.18% 0.82% 276,562,357 83.82% 0.04%
Re-appointment of
external auditor
Ordinary resolution no. 90.61% 9.39% 276,562,934 83.82% 0.04%
3: Re-election of Ms N V
Simamane as a director
Ordinary resolution no. 99.86% 0.14% 276,562,934 83.82% 0.04%
4: Re-election of Mr D
Friedland as a director
Ordinary resolution no. 83.51% 16.49% 276,562,934 83.82% 0.04%
5: Re-election of Mr R
Stein as a director
Ordinary resolution no. 99.96% 0.04% 276,561,674 83.82% 0.04%
6: Re-election of Mr G H
Davin as a director
Ordinary resolution no. 95.98% 4.02% 276,562,935 83.82% 0.04%
7: Election of Mr E
Oblowitz as a member of
the Audit Committee
Ordinary resolution no. 92.07% 7.93% 276,562,738 83.82% 0.04%
8: Election of Ms B L M
Makgabo-Fiskerstrand as a
member of the Audit
Committee
Ordinary resolution no. 79.26% 20.74% 276,539,945 83.81% 0.04%
9: Election of Mr R Stein
as a member of the Audit
Committee
Ordinary resolution no. 85.84% 14.16% 275,491,857 83.50% 0.37%
10: Election of Ms N V
Simamane as a member of
the Audit Committee
Ordinary resolution no. 99.86% 0.14% 276,562,935 83.82% 0.04%
11: Election of Mr D
Friedland as a member of
the Audit Committee
Ordinary resolution no. 52.02% 47.98% 276,560,974 83.82% 0.05%
12: Non-binding advisory
vote on remuneration
policy*
Ordinary resolution no. 63.88% 36.12% 251,505,700 76.23% 7.64%
13: Non-binding advisory
vote on remuneration
implementation report*
Ordinary resolution no. 83.24% 16.76% 276,561,664 83.82% 0.04%
14: Adoption of the Share
Appreciation Rights Plan
2020 (SAR 2020)
Ordinary resolution no. 83.14% 16.86% 276,562,923 83.82% 0.04%
15: Adoption of the
Forfeitable Share Plan
2020 (FSP 2020)
Special resolution no. 1: 90.18% 9.82% 276,538,673 83.81% 0.04%
Approvals for the
implementation of the SAR
2020
Special resolution no. 2: 92.04% 7.96% 276,562,921 83.82% 0.04%
Approvals for the
implementation of the FSP
2020
Special resolution no. 3: 99.97% 0.03% 276,562,301 83.82% 0.04%
Amendment to the MOI
Special resolution no. 4: 99.51% 0.49% 276,562,719 83.82% 0.04%
Non-executive director
remuneration
Special resolution no. 5: 94.33% 5.67% 276,563,408 83.82% 0.04%
Financial assistance
Ordinary resolution no. 99.91% 0.09% 276,423,559 83.78% 0.09%
16: General authority
*Following the 50.3% vote in favour of the remuneration policy at the 2019 AGM, TFG
continued to engage with shareholders as part of our continual journey towards
enhancing and refining our remuneration policies and practices. Our responses to and
the actions taken in respect of the key shareholder concerns raised were also disclosed
in the remuneration report included in the integrated annual report.
Several of the concerns raised by shareholders related to key operational terms and
conditions of the share appreciation rights plan and forfeitable share plan. The
company performed a comprehensive review of these share scheme plans, which included
taking extensive external expert advice and culminated in the two new sets of plan
rules tabled at the annual general meeting for approval by shareholders. These new plan
rules address a number of shareholder concerns and incorporate good corporate
governance enhancements.
While we are pleased that the new plan rules have been adopted and approved by
shareholders at the annual general meeting, we are disappointed with the 52.02% non-
binding advisory vote in favour of the remuneration policy and the 63.88% non-binding
advisory vote in favour of implementation of the remuneration policy.
TFG has established good communication channels with shareholders’ advisory services
and shareholders and will continue with its ongoing constructive engagement process as
we constantly strive to improve and refine our remuneration policies and practices in
line with dynamic shareholder expectations, good governance principles, international
and local remuneration trends as well as a policy and practices that attracts, rewards
and retains the best talent to generate long term sustainable wealth for shareholders.
Shareholders are invited to advise the Group of their reasons for their dissenting
votes on the remuneration policy and the implementation of the remuneration policy by
sending correspondence by email to the Group Company Secretary, Darwin van Rooyen
(company_secretary@tfg.co.za), by 16 October 2020.
We welcome further engagement on these issues and, based on the feedback received, will
schedule individual meetings with the relevant shareholders.
Cape Town
17 September 2020
Sponsor:
UBS South Africa Proprietary Limited
Date: 17-09-2020 12:17:00
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