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THE FOSCHINI GROUP LIMITED - Results of Annual General Meeting

Release Date: 04/09/2019 16:00
Code(s): TFG     PDF:  
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Results of Annual General Meeting

THE FOSCHINI GROUP LIMITED
Reg. No.: 1937/009504/06
Code: TFG
ISIN: ZAE000148466
(“TFG” and “Company)

RESULTS OF ANNUAL GENERAL MEETING

At the annual general meeting of The Foschini Group Limited held yesterday,
3 September 2019, 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
234,166,072 and the total number of shares represented in person or by
proxy at the meeting was 179,104,392 representing 76% of the eligible
shares.

The voting for each resolution was as follows:


                                     Votes for        Votes        Votes
                                                     against     abstained
Ordinary resolution no.1:
Presentation of annual financial      100.00%         0.00%        0.26%
statements                          178,486,718         -         617,674
Ordinary resolution no.2:
Re-appointment of external             98.40%         1.60%        0.38%
auditor                             175,370,864     2,854,057     879,471
Ordinary resolution no. 3: Re-
election of Prof F Abrahams as a       92.17%         7.83%        1.12%
director                            162,661,001    13,817,496    2,625,895
Ordinary resolution no. 4: Re-
election of Mr M Lewis as a            86.30%        13.70%        1.12%
director                            152,303,336    24,175,161    2,625,895
Ordinary resolution no. 5: Re-
election of Mr S E Abrahams as a       87.90%        12.10%        1.14%
director                            155,089,707    21,353,611    2,661,074
Ordinary resolution no. 6: Re-
election of Ms B Ntuli as a            98.63%         1.37%        0.06%
director                            176,504,050     2,455,021     145,321
Ordinary resolution no. 7:
Election of Mr S E Abrahams as a       88.95%        11.05%        1.14%
member of the Audit Committee       156,943,537    19,499,781    2,661,074
Ordinary resolution no. 8:
Election of Ms B L M Makgabo-          98.47%         1.53%        0.06%
Fiskerstrand as a member of the     176,218,804     2,740,220     145,368
Audit Committee
Ordinary resolution no. 9:
Election of Mr E Oblowitz as a         99.94%         0.06%        0.06%
member of the Audit Committee       178,844,663      114,408      145,321
Ordinary resolution no. 10:
Election of Ms N V Simamane as a       94.31%         5.69%        0.06%
member of the Audit Committee       168,773,862    10,185,209     145,321
Ordinary resolution no. 11:
Election of Mr D Friedland as a        99.37%         0.63%        0.06%
member of the Audit Committee       177,838,859     1,120,212     145,321
Ordinary resolution no. 12:
Election of Prof F Abrahams as a       60.94%        39.06%        8.49%
member of the Audit Committee        97,026,439    62,202,801   19,875,152
Ordinary resolution no. 13: Non-
binding advisory vote on               50.26%        49.74%        1.12%
remuneration policy*                 88,691,002    87,786,918    2,626,472
Ordinary resolution no. 14: Non-
binding advisory vote on               78.18%        21.82%        1.14%
remuneration implementation         137,927,874    38,500,062    2,676,456
report
Special resolution no. 1: Non-
executive director remuneration        98.31%         1.69%        1.12%
                                    173,492,215     2,985,705    2,626,472
Special resolution no. 2: General
authority to acquire TFG shares        97.76%         2.24%        0.07%
                                    174,925,983     4,009,552     168,857
Special resolution no. 3:
Financial assistance                   97.51%         2.49%        0.06%
                                    174,494,808     4,464,216     145,368
Ordinary resolution no. 15:
General authority of directors         99.97%         0.03%        0.06%
                                    178,901,666      57,405       145,321


The percentage of shares voted is calculated in relation to the number of
shares represented at the annual general meeting, excluding shares
abstained.

*Notwithstanding a positive 79.28% vote for the remuneration policy at the
2018 AGM, TFG continued with its long-established policy of ongoing
engagement with shareholders regarding any shareholder concerns and
constructive suggestions for improvement. Ahead of the AGM for financial
year 2019 verbal and written engagement was conducted with shareholder
advisory services and shareholders regarding our enhanced remuneration
policy.

While we are pleased with the 78.18% non-binding advisory vote FOR the
implementation of the remuneration policy, we are disappointed with the
50.26% non-binding advisory vote FOR the remuneration policy.

TFG has established good communication channels with shareholder advisory
services and shareholders and will continue with its constructive
engagement process as we continually strive to enhance our remuneration
policy in line with shifting shareholder expectations, good governance
principles, international and local remuneration trends as well as a policy
that attracts, rewards and retains the best retail talent to generate long
term sustainable wealth for shareholders.

Shareholders are invited to advise the Group of their reasons for the
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 4 October 2019.

We welcome further engagement on these issues and based on the feedback
received, will schedule individual meetings with the relevant shareholders.



Cape Town

4 September 2019
SPONSOR: UBS South Africa (Pty) Limited

Date: 04/09/2019 04:00:00
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