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Restructure of Non-Executive Directors Remuneration - Distribution of Circular
QUANTUM FOODS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
(“Quantum” or “the Company”)
RESTRUCTURE OF NON-EXECUTIVE DIRECTORS REMUNERATION - DISTRIBUTION OF CIRCULAR
1. INTRODUCTION
Shareholders of the Company ("Shareholders") are advised that the board of directors of the
Company (the “Board”) proposes, subject to Shareholder approval, to restructure the
remuneration arrangements applicable to the non-executive directors of the Company (“NEDs”),
including the payment of additional remuneration to certain NEDs in respect of specified prior
periods and the remuneration structure applicable to the NEDs from 1 July 2026 (the “NED
Remuneration Restructure”).
2. NED REMUNERATION RESTRUCTURE
2.1. Historically, the NEDs were appointed and remunerated at Company level and the Company
recovered 80% of the relevant fees from Quantum Foods Proprietary Limited (“QF”), a wholly
owned subsidiary of the Company, having regard to the fact that the majority of the operations
of the Quantum group are conducted through QF.
2.2. As a result of the remuneration of the NEDs not being approved by shareholders at the 20
March 2025 annual general meeting as required in terms of section 66(9) as read with section
66(8) of the Companies Act, it became necessary from a legal and regulatory compliance and
good corporate governance perspective for the Quantum group to restructure the manner in
which the NEDs were appointed and remunerated. In the circumstances, the non-executive
directors, excluding Mr Wouter André Hanekom, as at 17 November 2025 (“Relevant
Directors”) were also appointed to the QF board as non-executive directors and to
committees of the QF board, and QF paid 80% of the NED fees directly to the Relevant
Directors with the remaining 20% of their NED fees being paid by the Company.
2.3. The appointment of the Relevant Directors to the QF board has resulted in practical and
operational difficulties, which have arisen as a result of the larger number of non-executive
directors on the QF board, as well as the duplication of board committees and meetings.
2.4. Furthermore –
2.4.1. the four new non-executive directors who were elected at the 26 March 2026 annual
general meeting of the Company (the “New NEDs”) were not appointed to the QF board,
however they rendered services as part of their broader Quantum group oversight
responsibilities but were not remunerated for such services rendered for the benefit of the
Company from 1 April until 30 June 2026; and
2.4.2. Mr Wouter André Hanekom was also not appointed to the QF board, however he rendered
services as part of his broader Quantum group oversight responsibilities but was also not
remunerated for such services rendered for the benefit of the Company from 1 October
2025 to 30 June 2026.
2.5. Accordingly, the Company has proposed the NED Remuneration Restructure in terms of
which:
2.5.1. additional remuneration is proposed for the New NEDs in relation to the period between 1
April 2026 and 30 June 2026;
1
2.5.2. additional remuneration is proposed for Mr Wouter André Hanekom in relation to the period
between (i) 1 October 2025 and 31 March 2026 and (ii) 1 April 2026 and 30 June 2026;
and
2.5.3. the remuneration payable to the NEDs from 1 July 2026 will revert to the previous NED
remuneration structure, in terms of which the NEDs are appointed to the Board only and
the Company will pay 100% of the NED remuneration as approved by Shareholders and
will recover an appropriate percentage of the remuneration from the relevant Quantum
group companies.
2.6. The NED Remuneration Restructure is subject to approval by Shareholders by way of special
resolutions in terms of section 66(9) as read with section 66(8) of the Companies Act, 71 of
2008, as amended (“Companies Act”), (“Shareholders' Resolutions”).
3. DISTRIBUTION OF CIRCULAR IN TERMS OF SECTION 60 OF THE COMPANIES ACT
3.1. Shareholders are hereby advised that the Company has today, Thursday, 27 August 2026,
distributed a circular to shareholders including, inter alia, the Shareholders’ Resolutions to be
voted on in writing in terms of section 60 of the Companies Act (“Circular”).
3.2. Shareholders are advised to review the Circular in full for detailed information regarding the
NED Remuneration Restructure and the Shareholders’ Resolutions to be voted on in terms of
Section 60 of the Companies Act.
3.3. Shareholders can also obtain copies of the Circular as follows –
3.3.1. by accessing an electronic copy of the Circular on the Company’s website at
https://quantumfoods.co.za; and
3.3.2. by viewing a copy of the Circular at the registered office of the Company or at the registered
office of its Sponsor, Valeo Capital.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the Circular and the Shareholders’ Resolutions are set out
below:
2026
Record date to determine which Shareholders are eligible to receive the Friday, 21 August
Circular and are eligible to vote on the Shareholders’ Resolutions
Circular distributed to Shareholders on Thursday, 27 August
Announcement of distribution of the Circular published on SENS on Thursday, 27 August
Deemed date of delivery of the Circular (seven calendar days from distribution
of the Circular) Thursday, 3 September
Voting period opens on Thursday, 3 September
Update announcement published on SENS if any Shareholders' Resolution is As soon as possible after
adopted before the last day for voting the Shareholders'
Resolution is adopted
Last day for voting (20 Business Days from voting period opening), by no later
than 17:00 on ¹ Friday, 2 October
Final results of voting announced on SENS on Monday, 5 October
Notes:
1. A statement to Shareholders setting out the results of the voting will be delivered to Shareholders within
10 Business Days after a Shareholders' Resolution is adopted, in accordance with section 60(4) of the
Companies Act.
2. All dates and times indicated above are South African Standard Time.
3. The above dates and times are subject to amendment at the discretion of the Company. Any such
amendment will be released on SENS.
Wellington
27 August 2026
Sponsor: Valeo Capital (Pty) Ltd
Attorneys: Webber Wentzel
Date: 27/08/2026 12:33:00
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