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Results Of The Annual General Meeting
Premier Fishing and Brands Limited
(previously Premier Food and Fishing Limited)
(Incorporated in the Republic of South Africa)
Registration number 1998/018598/06
Share code: PFB
ISIN: ZAE000247516
("PFB" or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the majority of ordinary resolutions and all of the special
resolutions tabled at the annual general meeting of the Company held yesterday, 20 February 2018
at PFB’s head office at, Quay 7, East Pier, V&A Waterfront, Cape Town, Western Cape (“AGM”), were
passed by the requisite majority, with the exception of ordinary resolutions number 7, 9 , 10, 11,
15 and 16 which were withdrawn prior to the AGM. Shareholders are hereby advised that ordinary
resolution number 20 was not passed as it did not obtain the 75% shareholder approval as required.
The detailed voting results of the AGM are set out below:
Votes for Votes Number of Number of Shares
resolution against shares voted shares abstained as a
as a resolution at the AGM voted at percentage (%)
percentage as a the AGM as of shares in
of total percentage a issue
number of of total percentage
shares number of (%) of
voted at shares shares in
AGM(%) voted at issue
AGM(%)
Ordinary Resolution
Number 1: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Reverend Dr VC
Mehana
Ordinary Resolution
Number 2: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Mr K Abdulla
Ordinary Resolution
Number 3: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Mr S Young
Ordinary Resolution
Number 4: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Miss CF Hendricks
Ordinary Resolution
Number 5: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Mrs AB Amod
Ordinary Resolution
Number 6: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Ms RP Mosia
Ordinary Resolution Withdrawn
Number 7:
To re-elect the
following Director
who retires by
rotation:
Mr TT Hove
Ordinary Resolution
Number 8: 100 0 226 764 166 87.22 8.80
To re-elect the
following Director
who retires by
rotation:
Mr CL van der Venter
Ordinary Resolution Withdrawn
Number 9:
To-elect the
following Director
who retires by
rotation: Mr AW
Johnson
Ordinary Resolution Withdrawn
Number 10:
To-elect the
following Director
who retires by
rotation: Mr LS
Naidoo
Ordinary Resolution Withdrawn
Number 11:
To-elect the
following Director
who retires by
rotation: Miss FEC
Brand
Ordinary Resolution
Number 12: 100 0 226 764 166 87.22 8.80
To-elect the
following Director
who retires by
rotation: Mr TT
Bundo
Ordinary Resolution
Number 13: 100 0 226 764 166 87.22 8.80
To-elect the
following Director
who retires by
rotation: Mr MS
Saban
Ordinary Resolution
Number 14: 100 0 226 764 166 87.22 8.80
To-elect the
following Director
who retires by
rotation: Mrs R
Isaacs
Ordinary Resolution Withdrawn
Number 15:
To re-appoint the
following member of
the audit and risk
committee:
Mr TT Hove
Ordinary Resolution Withdrawn
Number 16:
To re-appoint the
following member of
the audit and risk
committee:
Mr AW Johnson
Ordinary Resolution
Number 17: 100 0 226 764 166 87.22 8.80
To re-appoint the
following member of
the audit and risk
committee:
Miss RP Mosia
Ordinary Resolution
Number 18: 100 0 226 764 166 87.22 0
Re-appointment of
Grant Thornton Cape
Inc. as the
independent auditor
of the Company
Ordinary Resolution
Number 19: 64.31 35.69 226 764 166 87.22 0
Control of
authorised but
unissued ordinary
shares
Ordinary Resolution
Number 20: 65.49 34.51 226 764 166 87.22 0
Approval to issue
“B” ordinary shares
and/or options for
cash
Ordinary Resolution
Number 21: 71.53 28.47 226 764 166 87.22 8.80
Non-binding
endorsement of the
remuneration policy
of the Company
Ordinary Resolution
Number 22: 98.31 1.69 226 764 166 87.22 8.80
Non-binding advisory
vote on the
implementation of
the remuneration
policy of the
Company
Special Resolution
Number 1: 100 0 226 764 166 87.22 8.80
To approve the
remuneration of the
non-executive
Directors
Special Resolution
Number 2: 89.91 10.09 226 764 166 87.22 0
To approve inter-
company financial
assistance
Special Resolution
Number 3: 89.91 10.09 226 764 166 87.22 0.01
To approve financial
assistance for the
subscription or
purchase of shares
in the Company or in
a related or inter-
related company
Special Resolution
Number 4: 98.47 1.53 226 764 166 87.22 0
Approval for the
Company or its
subsidiaries to
repurchase shares of
the Company
Special Resolution
Number 5: 94.74 5.26 226 731 166 87.22 4.44
Amendment to the
Memorandum
Shareholders are further advised that due to Ordinary resolution number 21 relating to
the non-binding advisory vote on the remuneration policy, 28,47% of PFB shareholders
present in person or represented by proxy at the AGM voted against the policy, therefore
an invitation will be extended to such dissenting shareholders to engage with the
Company. The manner and timing of such engagement has not as yet been finalised and PFB
will issue a further announcement shortly including such details.
CHANGE TO THE BOARD OF DIRECTORS
Following consultation with various stakeholders the board (“the Board”) took a decision to
right size the Board to a more appropriate size. Accordingly, the directors that did not
make themselves available for re-election at the AGM, voluntary elected to step off the
Board for the above mentioned reason and accordingly the requisite resolutions were
withdrawn.
Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the
Company advises that Messrs TT Hove, AW Johnson, LS Naidoo and Miss FEC Brand did not make
themselves available for re-election to the Board at the AGM and accordingly they are no
longer directors, on the Board, with effect from 20 February 2018.
The Board wishes to thank Messrs TT Hove, AW Johnson, LS Naidoo and Miss FEC Brand for their
dedication and contribution to the Company and wish them well in their future endeavours.
In addition, the Board further wishes to advise that Messrs S Young and CL van der Venter
have been appointed to the Audit and Risk Committee with immediate effect.
Cape Town
21 February 2017
Sponsor
PSG Capital Proprietary Limited
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