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Results Of The Annual General Meeting And Changes To The Board And Committees
PIONEER FOOD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/017676/06)
Share code: PFG
ISIN: ZAE000118279
(“Pioneer Foods” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD AND COMMITTEES
Shareholders are hereby advised that at the annual general meeting of the Company held at
10h00, today, Friday, 15 February 2019, at the Radisson Blu Hotel, 100 Beach Road Granger
Bay, Cape Town (“AGM”), all of the resolutions were passed by the requisite majority of the
Company’s shareholders.
The detailed voting results of the AGM are set out below:
Resolution Votes Carried as Number of Shares Shares
a percentage of Shares Voted voted as a abstained
the total number percentage as a
of shares voted at of the total percentage
the meeting issued share of the
capital total
For Against issued
share
capital
Ordinary Resolution 73,26% 26,74% 151 943 144 64,38% 0,06%
Number 1:
To confirm the re-
appointment of
PricewaterhouseCoope
rs Inc. as auditor for
the ensuing year on
the recommendation of
the Audit Committee
Ordinary Resolution 83,38% 16,62% 151 945 024 64,38% 0,06%
Number 2:
General authority to
issue shares for cash
Ordinary Resolution 98,32% 1,68% 150 355 026 63,71% 0,73%
Number 3:
To re-elect director:
Mr Norman William
Thomson
Ordinary Resolution 99,94% 0,06% 151 945 024 64,38% 0,06%
Number 4:
To re-elect director:
Ms Lindiwe Evarista
Mthimunye
Ordinary Resolution 98,12% 1,88% 150 399 139 63,73% 0,73%
Number 5:
To re-elect director:
Mr Petrus (Piet) Johannes
Mouton
Ordinary Resolution 100,00% 0,00% 150 399 139 63,73% 0,73%
Number 6:
To confirm the
appointment of Mr
Christoffel Gerhardus
Botha
Ordinary Resolution 100,00% 0,00% 150 399 139 63,73% 0,73%
Number 7:
Re-appointment of
member of the Audit
Committee: Mr Norman
William Thomson
Ordinary Resolution 93,92% 6,08% 151 984 997 64,40% 0,06%
Number 8:
Re-appointment of
member of the Audit
Committee: Mr Sango
Siviwe Ntsaluba
Ordinary Resolution 99,99% 0,01% 151 989 137 64,40% 0,06%
Number 9:
Re-appointment of
member of the Audit
Committee: Ms Lindiwe
Evarista Mthimunye
Ordinary Resolution 79,91% 20,09% 150 210 568 63,65% 0,81%
Number 10:
Non-binding
endorsement of
Pioneer Foods’
remuneration policy
Ordinary Resolution 81,64% 18,36% 150 210 568 63,65% 0,81%
Number 11:
Non-binding
endorsement of
Pioneer Foods’
implementation report
Special Resolution 99,70% 0,30% 151 802 870 64,32% 0,14%
Number 1:
Approval of the non-
executive directors’
remuneration
Special Resolution 99,29% 0,71% 151 986 833 64,40% 0,06%
Number 2:
General authority to
grant financial
assistance to related
and inter-related
companies
Special Resolution 80,33% 19,67% 151 986 597 64,40% 0,06%
Number 3:
Financial assistance
for the acquisition of
securities in the
Company and in
related and inter-
related companies
Special Resolution 99,70% 0,30% 151 986 833 64,40% 0,06%
Number 4:
General authority to
repurchase shares
Note:
Below is a summary of the issued capital:
Total number of shares in issue as at 08
February 2019 (Record date) 233 205 751
Less: Treasury shares (excluded from voting) 17 982 056
Add: A-Ordinary Shares (Voting rights
equivalent to ordinary shares) 2 796 570
Total number of shares (“voteable shares”) 218 020 265
Total number of shares represented
(including proxies) at the AGM 152 128 589
Proportion of total voteable shares
represented at the AGM 69,78%
CHANGES TO THE BOARD AND COMMITTEES
In terms of section 3.59 of the JSE Listings Requirements, shareholders are advised of the
following changes to the board of directors (“the Board”) and committees:
1. In terms of the Company’s memorandum of incorporation, Mr Gerrit ‘Boel’ Pretorius
(“Mr Pretorius”) has reached the mandatory retirement age and therefore retires as
Independent Non-Executive Director with effect from 15 February 2019.
2. The Board and management would like to thank Mr Pretorius for his extremely
valuable contribution to Pioneer Foods during his tenure.
3. As a consequence of Mr Pretorius’ retirement, the Board appointed Mr Norman
Thomson (“Mr Thomson”) as Lead Independent Director and Chairperson of the
Human Capital Committee with effect from 15 February 2019.
4. Mr Thomson steps down as Chairperson of the Audit Committee, but will continue to
serve as a member.
5. Mr Christoff Botha (“Mr Botha”), has been appointed as Chairperson of the Audit
Committee with effect from 15 February 2019.
The Board wishes Messrs Thomson and Botha well in their new positions and look forward
to their future contributions.
Tyger Valley
15 February 2019
Sponsor
PSG Capital
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