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Results of Annual General Meeting, Market Update and Board Changes
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, VOLUNTARY MARKET UPDATE AND BOARD CHANGES
Shareholders are advised that at the AGM of the Company held at 14:00 on Friday, 26 July 2024 all the
resolutions as set out in the Notice of AGM, were passed by Famous Brands shareholders.
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 76 044 256 representing 76% 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 voted
shares in
issue
Ordinary resolution number 1
75.26% 100% 0% 75,410,111 0.63%
Adoption of the AFS
Ordinary resolution number 2
75.32% 100% 0% 75,472,622 0.57%
Re-appointment of external auditors
Ordinary resolution number 3.1
75.32% 100% 0% 75,470,322 0.57%
Election of director: Mr C Boulle
Ordinary resolution number 3.2
Election of director: Ms F Petersen- 75.32% 87.58% 12.42% 75,470,322 0.57%
Cook
Ordinary resolution number 4
75.32% 99.99% 0.21% 75,470,322 0.57%
Election of director: Mr W Mzimba
Ordinary resolution number 5.1
Election of the member of the Audit and 75.32% 99.99% 0.01% 75,470,322 0.57%
Risk Committee: Ms B Mathe
Ordinary resolution number 5.2
Election of the member of the Audit and 75.32% 99.99% 0.01% 75,470,322 0.57%
Risk Committee: Mr T Mosololi
Ordinary resolution number 5.3
Election of the member of the Audit and 75.32% 87.32% 12.68% 75,470,322 0.57%
Risk Committee: Ms F Petersen-Cook
Ordinary resolution number 6
75.32% 84.10% 15.90% 75,472,622 0.57%
General authority
Ordinary resolution number 7
75.32% 59.01% 40.99% 75,472,622 0.57%
Approval of the Remuneration Policy
Ordinary resolution number 8
Approval of the Remuneration 75.32% 72.01% 27.99% 75,472,622 0.57%
Implementation Report
Special Resolution 1.1
Remuneration payable to non-executive 75.32% 87.23% 12.77% 75,472,622 0.57%
directors per annum
Special Resolution 1.2
Remuneration payable to the Chairman 75.32% 90.05% 9.95% 75,472,622 0.57%
of the Board per annum
Special Resolution 1.3
Remuneration payable to the Lead 75.32% 90.18% 9.82% 75,472,622 0.57%
Independent Director per annum
Special Resolution 1.4
Remuneration payable to the Chairman
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Audit and Risk Committee per
annum
Special Resolution 1.5
Remuneration payable to the members
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Audit and Risk Committee per
annum
Special Resolution 1.6
Remuneration payable to the Chairman
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Remuneration Committee per
annum
Special Resolution 1.7
Remuneration payable to the members
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Remuneration Committee per
annum
Special Resolution 1.8
Remuneration payable to the Chairman
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Nomination Committee per
annum
Special Resolution 1.9
Remuneration payable to the members
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Nomination Committee per
annum
Special Resolution 1.10
Remuneration payable to the Chairman
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Social and Ethics Committee per
annum
Special Resolution 1.11
Remuneration payable to the members
75.32% 90.19% 9.81% 75,472,622 0.57%
of the Social and Ethics Committee per
annum
Special Resolution 1.12
Remuneration payable to the Chairman
75.32% 100.00% 0.00% 75,472,622 0.57%
of the Investment Committee per
meeting
Special Resolution 1.13
Remuneration payable to non-executive
directors attending Investment 75.32% 100.00% 0.00% 75,472,622 0.57%
Committee or unscheduled Committee
meetings per meeting
Special Resolution 1.14
Remuneration payable to a non-
executive director who sits as Chairman 75.32% 100.00% 0.00% 75,472,622 0.57%
of a partially owned subsidiary or
associate company per meeting
Special Resolution 1.15
Remuneration payable to a non-
executive director who sits as a director 75.32% 100.00% 0.00% 75,472,622 0.57%
on a partially owned subsidiary or
associate company per meeting
Special Resolution 1.16
Remuneration payable to non-executive
75.32% 93.25% 6.75% 75,472,622 0.57%
directors for additional meetings and/or
consulting services rendered per hour
Special resolution number 2
75.32% 100.00% 0.00% 75,472,622 0.57%
General authority to repurchase shares
Special resolution number 3
Financial assistance to related and 75.32% 99.96% 0.04% 75,472,622 0.57%
inter-related companies
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.za by 16 August 2024. 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.
BOARD CHANGES AND APPOINTMENT OF CHAIRMAN
Shareholders are referred to the SENS announcement published on 20 July 2023 wherein shareholders
were informed that Santie Botha, Chairman of the Board, will retire and step down from the Board at
the annual general meeting held today, 26 July 2024 ("AGM"). Ms Botha has been on the Board since
June 2012 and has served as chairman from October 2013.
Shareholders are further referred to the SENS announcement published on 14 March 2024, in terms
whereof the Board announced the appointment of Chris Boulle, current independent non-executive
director, as the Chairman of the Board with effect from the AGM. Chris was appointed as a non-
executive director to the Board in 2014. He will take over as chairman of the Nomination Committee
and will step down as chairman of the Audit & Risk Committee as well as the Remuneration Committee
but will remain a member of the Remuneration Committee.
The Board further announced the appointment of Alex Maditse as lead independent director, effective
26 July 2024.
Norman Adami has also retired at the AGM after serving nine years as an independent non-executive
director.
The Board committees will be reconstituted as follows:
Audit & Risk Committee
Busi Mathe – Chairman
Thabo Mosololi
Fagmeedah Petersen-Cook
Remuneration Committee
Fagmeedah Petersen-Cook – Chairman
Chris Boulle
William Mzimba
Social & Ethics Committee
Alex Maditse – Chairman
Nik Halamandaris
Busi Mathe
William Mzimba
Darren Hele
Nomination Committee
Chris Boulle – Chairman
Alex Maditse
Busi Mathe
Investment Committee
Fagmeedah Petersen-Cook – Chairman
William Mzimba
Chris Boulle
Thabo Mosololi
VOLUNTARY MARKET UPDATE
Management provided a voluntary update to shareholders on the current trading environment for the
4 months March to June 2024, highlighting the following:
- The period thus far has generally been characterised by poor economic conditions, political
uncertainty and weak consumer demand, particularly over the Easter holiday period (March
and April) across all markets.
- Leading Brands' revenue recovery continued in South Africa and SADC due to revenue growth
in Casual Dining Restaurants, driven by innovative consumer value offerings, increased
consumer mobility and resilience.
- Signature Brands' performance was below management's expectations for the 4-month period
thus far.
- Energy relief was only provided to franchise partners in South Africa in the month of March.
- Manufacturing and Logistics (Supply Chain) revenue has been under pressure due to lower
case volumes driven by menu mix, lower exports and subdued performance in Quick Service
Restaurants (Leading Brands) and frozen Retail product categories.
- A slowdown in the UK trading environment resulted in sales being below last year at this point
in time.
- The AME segment remains under pressure particularly with macro disruptions in markets such
as Nairobi, Kenya over the period.
- Inflationary pressure on food pricing is stable and resultant menu price stability.
The information contained in this announcement has not been reviewed or reported on by the external
auditors.
Midrand
26 July 2024
Sponsor:
The Standard Bank of South Africa Limited
Date: 26-07-2024 05:15:00
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