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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, 7 September 2023, all the ordinary and
special resolutions were passed by the requisite majority of votes, cast by way of poll in each case, except for Non-
binding advisory ordinary resolution 13, relating to the endorsement of the Company’s remuneration policy.
The Company’s total number of ordinary shares in issue eligible to vote is 328,812,054 and the total number of shares
represented in person or by proxy at the meeting was 268,785,494 representing 81.74% of the eligible shares.
The voting results of the Resolutions were as follows:
Total shares cast disclosed as a percentage in Total shares in issue eligible
relation to the total number of shares voted at to vote
the meeting
For Against Total Shares Shares
(%) (%) (number) voted abstained
(%) (%)
Ordinary resolution no.1: 100.00 0.00 268,295,631 81.60 0.15
Presentation of annual financial
statements
Ordinary resolution no.2: 99.26 0.74 268,693,237 81.72 0.03
Re-appointment of external
auditor
Ordinary resolution no. 3: Re- 65.03 34.97 268,099,641 81.54 0.21
election of Mr R Stein as a
director
Ordinary resolution no. 4: Re- 69.26 30.74 268,697,809 81.72 0.03
election of Ms N V Simamane as
a director
Ordinary resolution no. 5: Re- 90.34 9.66 268,697,809 81.72 0.03
election of Mr D Friedland as a
director
Ordinary resolution no. 6: Re- 99.82 0.18 268,696,549 81.72 0.03
election of Mr J N Potgieter as a
director
Ordinary resolution no. 7: 85.94 14.06 268,693,549 81.72 0.03
Election of Mr E Oblowitz as a
member of the Audit Committee
Ordinary resolution no. 8: 77.27 22.73 268,693,549 81.72 0.03
Election of Ms B L M Makgabo-
Fiskerstrand as a member of the
Audit Committee
Ordinary resolution no. 9: 97.89 2.11 268,693,549 81.72 0.03
Election of Mr G H Davin as a
member of the Audit Committee
Ordinary resolution no. 10: 67.45 32.55 268,694,809 81.72 0.03
Election of Ms N V Simamane as
a member of the Audit Committee
Ordinary resolution no. 11: 91.65 8.35 268,694,809 81.72 0.03
Election of Mr D Friedland as a
member of the Audit Committee
Ordinary resolution no. 12: 99.80 0.20 268,693,549 81.72 0.03
Election of Mr J N Potgieter as a
member of the Audit Committee
Ordinary resolution no. 13: Non- 28.83 71.17 256,598,463 78.04 3.71
binding advisory vote on
remuneration policy*
Ordinary resolution no. 14: Non- 56.67 43.33 268,485,726 81.65 0.09
binding advisory vote on
remuneration implementation
report*
Special resolution no. 1: Non- 98.83 1.17 268,692,043 81.72 0.03
executive director remuneration
Special resolution no. 2: Financial 99.03 0.97 268,694,609 81.72 0.03
assistance
Special resolution no. 3: General 99.34 0.66 268,680,448 81.71 0.03
authority to acquire TFG ordinary
shares
Ordinary resolution no. 15: 100.00 0.00 268,681,767 81.71 0.03
General authority
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 our shareholders who supported the relevant resolutions related to remuneration. However, we
are disappointed that the voting outcomes of our remuneration policy and implementation were well below our
expectations. These outcomes do not tangibly support the progress attained from the intensive and ongoing efforts of
our Remuneration Committee to engage with shareholders throughout the year.
These regular shareholder engagements serve as valuable forums for our Remuneration Committee to timeously
address shareholder concerns and coordinate the design and integration of shareholder insights and
recommendations into our remuneration policy and its implementation.
We reiterate our stated intent to ensure that the alignment of our remuneration policy and its implementation with our
shareholder preferences remains a fundamental and ongoing process for our Remuneration Committee.
Shareholders are invited to advise the Group of their reasons for their dissenting votes on the remuneration policy and
its implementation by sending correspondence by email to the Group Company Secretary, Darwin van Rooyen
(company_secretary@tfg.co.za), by 6 October 2023.
We welcome further engagement on these issues and, based on the feedback received, will schedule individual
meetings with the relevant shareholders.
Cape Town
8 September 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08-09-2023 09:30:00
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