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Results of annual general meeting
THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009504/06)
Share code: TFG
ISIN: ZAE000148466
("TFG" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
At the annual general meeting of The Foschini Group Limited held yesterday, 8 September 2022, 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 328,811,494 and the total number of shares
represented in person or by proxy at the meeting was 273,503,171 representing 83.18% of the eligible shares.
The voting results of the Resolutions were as follows:
Total shares cast disclosed as a percentage in
relation to the total number of shares voted at Total shares in issue eligible
the meeting to vote
Shares Shares
For Against Total voted abstained
(%) (%) (number) (%) (%)
Ordinary resolution no.1:
Presentation of annual financial
statements 100.00% 0.00% 273,313,458 83.12% 0.06%
Ordinary resolution no.2:
Re-appointment of external
auditor 98.72% 1.28% 273,423,453 83.16% 0.02%
Ordinary resolution no. 3: Re-
election of Mr M Lewis as a
director 57.68% 42.32% 273,423,453 83.16% 0.02%
Ordinary resolution no. 4: Re-
election of Mr A D Murray as a
director 96.93% 3.07% 273,423,453 83.16% 0.02%
Ordinary resolution no. 5: Re-
election of Mr C Coleman as a
director 99.97% 0.03% 273,423,453 83.16% 0.02%
Ordinary resolution no. 6: Re-
election of Mr G H Davin as a
director 94.93% 5.07% 273,423,453 83.16% 0.02%
Ordinary resolution no. 7:
Election of Mr E Oblowitz as a
member of the Audit Committee 87.10% 12.90% 273,417,592 83.15% 0.03%
Ordinary resolution no. 8:
Election of Ms B L M Makgabo-
Fiskerstrand as a member of the
Audit Committee 82.96% 17.04% 273,419,522 83.15% 0.03%
Ordinary resolution no. 9:
Election of Mr G H Davin as a
member of the Audit Committee 99.80% 0.20% 273,417,592 83.15% 0.03%
Ordinary resolution no. 10:
Election of Ms N V Simamane as
a member of the Audit Committee 75.82% 24.18% 273,419,522 83.15% 0.03%
Ordinary resolution no. 11:
Election of Mr D Friedland as a
member of the Audit Committee 99.88% 0.12% 273,423,453 83.16% 0.02%
Ordinary resolution no. 12: Non-
binding advisory vote on
remuneration policy* 59.62% 40.38% 273,416,696 83.15% 0.03%
Ordinary resolution no. 13: Non-
binding advisory vote on
remuneration implementation
report* 75.39% 24.61% 273,241,892 83.10% 0.08%
Special resolution no. 1: Non-
executive director remuneration 97.74% 2.26% 273,417,456 83.15% 0.03%
Special resolution no. 2: Financial
assistance 98.38% 1.62% 272,531,694 82.88% 0.30%
Special resolution no. 3: General
authority to acquire TFG shares 98.37% 1.63% 273,411,531 83.15% 0.03%
Ordinary resolution no. 14:
General authority 100.0% 0.00% 273,419,522 83.15% 0.03%
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property
Commission in due course.
* We are grateful to the shareholders who supported the relevant resolutions related to remuneration and very
pleased with the more than 75% support for the Remuneration Implementation Report. We are however disappointed
with the outcome of ordinary resolution 12 regarding the advisory vote on the Remuneration Policy being below our
expectations and below 75%. All of our top 7 shareholders voted in favour of our Remuneration Policy. The
Remuneration Committee Chairman meets with significant shareholders at least quarterly to elicit their views and
input into the design of our remuneration policy and remuneration related matters and will continue to engage
accordingly.
Shareholders are invited to advise the Group of their reasons for their dissenting votes on the Remuneration Policy by
sending correspondence by email to the Group Company Secretary, Darwin van Rooyen
(company_secretary@tfg.co.za), by 6 October 2022.
We welcome further engagement on these issues and, based on the feedback received, will schedule individual
meetings with the relevant shareholders.
Cape Town
9 September 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 09-09-2022 09:48:00
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