FAMOUS BRANDS LIMITED
(Incorporated in the Republic of South Africa) (Registration number 1969/004875/06) Share code: FBR
ISIN code: ZAE000053328 ("Famous Brands" or "the Company")
AGM RESULTS AND MARKET UPDATE
Shareholders are advised that at the AGM of the Company held at 14:00 on Friday, 22 July 2022 all the resolutions as set out in the Notice of AGM, were passed by the requisite majority of Famous Brands shareholders, other than the non-binding advisory ordinary resolution 7 (Approval of the Remuneration Policy).
The company's total number of shares in issue eligible to vote is 100 202 284 and the total number
of shares represented in person or by proxy at the meeting was 86,554,977 representing 86.38% of the eligible shares.
Details of the results of the voting at the AGM are as follows:
RESOLUTION | Percentage | For % | Against % | Number of | Abstain |
(%) of | shares | ||||
shares in | voted | ||||
issue | |||||
Ordinary resolution number 1 | |||||
Adoption of the AFS | 86.38% | 99.99% | 0.01% | 86,395,960 | 159,017 |
Ordinary resolution number 2 | |||||
Re-appointment of external auditors | 86.38% | 98.45% | 1.55% | 86,395,960 | 159,017 |
Ordinary resolution number 3.1 | |||||
Election of director: Mr Chris Boulle | 86.38% | 97.66% | 2.34% | 86,395,960 | 159,017 |
Ordinary resolution number 3.2 | |||||
Election of director: Mr John Halamandres | 86.38% | 99.53% | 0.47% | 86,395,960 | 159,017 |
Ordinary resolution number 3.3 | |||||
Election of director: Mr Alex Maditse | 86.38% | 99.99% | 0.01% | 86,395,960 | 159,017 |
Ordinary resolution number 4 | |||||
Election of director: Ms Busisiwe Mathe | 86.38% | 99.99% | 0.01% | 86,395,960 | 159,017 |
Ordinary resolution number 5.1 | |||||
Election of the member of the Audit and Risk | |||||
Committee: Mr Chris Boulle | 86.38% | 99.29% | 0.71% | 86,395,960 | 159,017 |
Ordinary resolution number 5.2 | |||||
Election of the member of the Audit and Risk | |||||
Committee: Mr Norman Adami | 86.38% | 99.97% | 0.03% | 86,395,960 | 159,017 |
Ordinary resolution number 5.3 | |||||
Election of the member of the Audit and Risk | |||||
Committee: Ms Fagmeedah Petersen-Cook | 86.38% | 99.04% | 0.96% | 86,395,960 | 159,017 |
Ordinary resolution 5.4 | |||||
Election of member of the Audit and Risk | |||||
Committee: Ms Busisiwe Mathe | 86.38% | 99.99% | 0.01% | 86,395,960 | 159,017 |
Ordinary resolution number 6 | |||||
General authority | 86.38% | 97.13% | 2.87% | 86,379,338 | 175,639 |
Ordinary resolution number 7 | |||||
Approval of the Remuneration Policy | 86.38% | 48.92% | 51.08% | 86,389,960 | 165,017 |
Ordinary resolution number 8 | |||||
Approval of the Remuneration Implementation | 86,389,960 | ||||
Report | 86.38% | 50.88% | 49.12% | 165,017 | |
Special Resolution 1.1 | |||||
RESOLVED THAT the remuneration payable | |||||
to non-executive directors be R383 913 per | |||||
annum | 86.38% | 95.68% | 4.32% | 86,389,430 | 165,547 |
Special Resolution 1.2 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Board be R652 360 per | |||||
annum | 86.38% | 99.84% | 0.16% | 86,389.430 | 165,547 |
Special Resolution 1.3 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Audit and Risk | |||||
Committee be R203 860 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.4 | |||||
RESOLVED THAT the remuneration payable | |||||
to the members of the Audit and Risk | |||||
Committee be R145 421 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.5 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Remuneration | |||||
Committee be R146 780 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.6 | |||||
RESOLVED THAT the remuneration payable | |||||
to the members of the Remuneration | |||||
Committee be R116 337 per annum | 86.38% | 99.88% | 0.12% | 86,389.430 | 165,547 |
Special Resolution 1.7 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Nomination Committee | |||||
be R108 726 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.8 | |||||
RESOLVED THAT the remuneration payable | |||||
to the members of the Nomination Committee | |||||
be R108 726 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.9 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Social and Ethics | |||||
Committee be R139 604 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.10 | |||||
RESOLVED THAT the remuneration payable | |||||
to the members of the Social and Ethics | |||||
Committee be R116 338 per annum | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.11 | |||||
RESOLVED THAT the remuneration payable | |||||
to the Chairman of the Investment Committee | |||||
be R40 000 per meeting | 86.38% | 99.51% | 0.49% | 86,389.430 | 165,547 |
Special Resolution 1.12 | |||||
RESOLVED THAT the remuneration payable | |||||
to non-executive directors attending | |||||
Investment Committee or unscheduled | |||||
Committee meetings be e R27 180 per | |||||
meeting | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.13 | |||||
RESOLVED THAT the remuneration payable | |||||
to a non-executive director who sits as | |||||
Chairman of a principal operating subsidiary | |||||
be R35 336 per meeting | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.14 | |||||
RESOLVED THAT the remuneration payable | |||||
to a non-executive director who sits as a | |||||
director on a partially owned subsidiary or | |||||
associate company be R21 736 per meeting | 86.38% | 99.99% | 0.01% | 86,389.430 | 165,547 |
Special Resolution 1.15 | |||||
RESOLVED that the remuneration payable to | |||||
non-executive directors for unscheduled | |||||
special Board meetings be R61 426 per | |||||
meeting | 86.38% | 99.51% | 0.49% | 86,389.430 | 165,547 |
Special Resolution 1.16 | |||||
RESOLVED THAT the remuneration payable | |||||
to a non-executive director for any additional | |||||
meetings and/or consulting services rendered | 86.38% | 91.45% | 8.55% | 86,389.430 | 165,547 |
be R2 613 per hour effective 28 February | |||||
2022 | |||||
Special resolution number 2 | |||||
General authority to repurchase shares | 86.38% | 97.70% | 2.30% | 86,395,960 | 159,017 |
Special resolution number 3 | |||||
Financial assistance to related and inter- | |||||
related companies | 86.38% | 99.05% | 0.95% | 86,395,960 | 159,017 |
The non-binding advisory resolutions on the company's remuneration policy and remuneration implementation report were voted against by more than 25% of the voting rights exercised by shareholders. Consequently, the company will initiate a process to engage with the dissenting shareholders, as recommended in terms of King IV and required by the JSE Listings Requirements. Any shareholder who would like to participate in this engagement process are requested to advise the company secretary by e-mail at companysecretary@famousbrands.co.zaby 18 August 2022. Details of the consequent engagement process will be communicated to those shareholders who have indicated their interest in participating to the company secretary. The company has taken heed of the results of these non- binding votes and intends to specifically address issues of remuneration with its investors, irrespective of whether they take part in the King IV engagement process outlined above or not.
Management provided a voluntary update to shareholders on the current trading environment for the 4 months March to June 2022;
- Leading Brands revenue recovery continuing in SA due to a steady recovery in Casual Dining;
- Wholesale royalty relief to Casual Dining franchise partners in SA ceased at end June 2022;
- Signature Brands were profitable for each of the past four months;
- The company is coping with the food inflation impact on menu items;
- Opened 45 stores year-to-date;
- The relocation of the KZN logistics facility is on track for 1 November 2022;
- Business is performing in line with management's planned budgets for each of the past four months;
- Business "as usual" again in SA other than load shedding disruption.
The information contained in this announcement has not been reviewed or reported on by the external auditors.
Midrand
22 July 2022
Sponsor:
The Standard Bank of South Africa Limited
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Famous Brands Ltd. published this content on 22 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2022 14:33:04 UTC.