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Results of annual general meeting, change in lead independent director and reconstitution of board committees
TIGER BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
Share code: TBS
ISIN: ZAE000071080
("Tiger Brands" or "the Company")
Results of annual general meeting, change in lead independent director and
reconstitution of board committees
Shareholders are advised that the voting results , in respect to the ordinary
and special resolutions as set out in the notice of AGM dated 11 December 2023,
presented to shareholders at the annual general meeting of Tiger Brands'
shareholders held on Thursday, 22 February 2024 ("AGM"), in-person and by
way of electronic participation are as follows:
Ordinary resolutions Number of Percentage Percentage Percentage Percentage
shares of shares for* against* abstained
voted voted **
Ordinary Resolution 162,449,969 90,09% 99,22% 0,78% 0,01%
number 1.1: Election of
director – Mr S Sithole
Ordinary Resolution 162,449,969 90,09% 100,00% 0,00% 0,01%
number 1.2: Election of
director – Mr TN Kruger
Ordinary Resolution 162,449,969 90,09% 99,82% 0,18% 0,01%
number 1.3: Election of
director – Mr TA
Govender
Ordinary Resolution 162,449,969 90,09% 79,43% 20,57% 0,01%
number 2.1: Re-election
of director – Mr MO
Ajukwu
Ordinary Resolution 162,449,969 90,09% 99,83% 0,17% 0,01%
number 2.2: Re-election
of director – Ms TE
Mashilwane
Ordinary Resolution 162,449,969 90,09% 99,96% 0,04% 0,01%
number 2.3: Re-election
of director – Adv M
Sello
Ordinary Resolution 162,449,969 90,09% 99,96% 0,04% 0,01%
number 2.4: Re-election
of director – Mr DG
Wilson
Ordinary Resolution 162,449,969 90,09% 99,10% 0,90% 0,01%
number 3.1: Election of
audit committee member –
Mr FNJ Braeken
Ordinary Resolution 162,449,969 90,09% 99,93% 0.07% 0,01%
number 3.2: Election of
audit committee member –
Ms TE Mashilwane
Ordinary Resolution 162,449,969 90,09% 99,96% 0,04% 0,01%
number 3.3: Election of
audit committee member –
Adv M Sello
Ordinary Resolution 162,449,969 90,09% 99,96% 0,04% 0,01%
number 3.4: Election of
audit committee member –
Mr DG Wilson
Ordinary Resolution 162,449,969 90,09% 99,53% 0,47% 0,01%
number 4: Appointment of
external auditor –
Deloitte & Touche
Ordinary resolution 162,449,969 90,09% 100,00% 0,00% 0,01%
number 5: General
authority
Ordinary Resolution 162,447,116 90,08% 96,64% 3,36% 0,02%
number 6: Approval of
the remuneration policy
Ordinary Resolution 162,447,116 90,08% 97,33% 2,67% 0,02%
number 7: Endorsement of
the implementation
report of the
remuneration policy
Special resolutions Number of Percentage Percentage Percentage Percentage
shares of shares for* against* abstained**
voted voted
Special Resolution 162,449,969 90,09% 99,75% 0,25% 0,01%
number 1: To provide
financial assistance to
related and inter-
related companies
Special Resolution 162,449,969 90,09% 99,10% 0,90% 0,01%
number 2.1: Remuneration
payable to the chairman
of the board
Special Resolution 162,449,969 90,09% 99,05% 0,95% 0,01%
number 2.2: Remuneration
payable to the lead
independent director
Special Resolution 162,449,969 90,09% 99,03% 0,97% 0,01%
number 2.3: Remuneration
payable to non-executive
directors
Special Resolution 162,449,969 90,09% 99,11% 0,89% 0,01%
number 3: Remuneration
payable to non-executive
directors participating
in sub-committees
Special Resolution 162,449,969 90,09% 85,04% 14,96% 0,01%
number 4: Remuneration
payable to non-executive
directors in respect of
unscheduled /
extraordinary meetings
Special Resolution 162,116,393 89,90% 65,37% 34,63% 0,20%
number 5: Non-resident
directors' fees
Special Resolution 162,449,969 90,09% 66,38% 33,62% 0,01%
number 6: Amendments to
the memorandum of
incorporation
Special Resolution 162,449,968 90,09% 79,20% 20,80% 0,01%
number 7: General
authority to repurchase
shares
* based on the total number of shares vot ed in person or by proxy at the
AGM.
** based on the total number of the Company's shares in issue , being
180 327 980.
Change in lead independent director and reconstitution of board committees
Shareholders are further advised that Mr Frank Braeken has been
appointed as the Lead Independent Director of the Board with effect
from 1 March 2024. He was appointed to the Board of Tiger Brands in
2022. Ms Emma Mashilwane, the current Lead Independent Director will
step down from this role with effect from 29 February 2024.
As a result, the Board has resolved to reconstitute its committees with
effect from 1 April 2024, as follows:
Audit Committee – No change Risk and Sustainability
Committee
DG Wilson (Chairman) M Sello (Chairman)
FNJ Braeken M Ajukwu
TE Mashilwane FNJ Braeken*
M Sello GJ Fraser-Moleketi
GA Klintworth
OM Weber
DG Wilson
Social, Ethics and Remuneration Committee
Transformation Committee
TE Mashilwane (Chairman) LA Swartz (Chairman)
MO Ajukwu GJ Fraser-Moleketi
GA Klintworth TE Mashilwane*
TN Kruger S Sithole
M Sello OM Weber
LA Swartz** DG Wilson
Nomination and Governance Investment Committee
Committee
GJ Fraser-Moleketi (Chairman) S Sithole (Chairman)
FNJ Braeken** FNJ Braeken
TE Mashilwane* GJ Fraser-Moleketi
S Sithole TE Mashilwane*
LA Swartz OM Weber
OM Weber DG Wilson
*Retirement/stepping down ** New Appointment
Bryanston
23 February 2024
Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Date: 23-02-2024 02:53:00
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