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AGM Results and Market Update
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 AND MARKET UPDATE
Shareholders are advised that at the AGM of the Company held at 14:00 on Friday, 22 July 2022 all the
resolutions as set out in the Notice of AGM, were passed by the requisite majority of Famous Brands
shareholders, other than the non-binding advisory ordinary resolution 7 (Approval of the Remuneration
Policy).
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 86,554,977 representing 86.38% 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
shares in voted
issue
Ordinary resolution number 1
Adoption of the AFS 86.38% 99.99% 0.01% 86,395,960 159,017
Ordinary resolution number 2
Re-appointment of external auditors 86.38% 98.45% 1.55% 86,395,960 159,017
Ordinary resolution number 3.1
Election of director: Mr Chris Boulle 86.38% 97.66% 2.34% 86,395,960 159,017
Ordinary resolution number 3.2
Election of director: Mr John Halamandres 86.38% 99.53% 0.47% 86,395,960 159,017
Ordinary resolution number 3.3
Election of director: Mr Alex Maditse 86.38% 99.99% 0.01% 86,395,960 159,017
Ordinary resolution number 4
Election of director: Ms Busisiwe Mathe 86.38% 99.99% 0.01% 86,395,960 159,017
Ordinary resolution number 5.1
Election of the member of the Audit and Risk
Committee: Mr Chris Boulle 86.38% 99.29% 0.71% 86,395,960 159,017
Ordinary resolution number 5.2
Election of the member of the Audit and Risk
Committee: Mr Norman Adami 86.38% 99.97% 0.03% 86,395,960 159,017
Ordinary resolution number 5.3
Election of the member of the Audit and Risk
Committee: Ms Fagmeedah Petersen-Cook 86.38% 99.04% 0.96% 86,395,960 159,017
Ordinary resolution 5.4
Election of member of the Audit and Risk
Committee: Ms Busisiwe Mathe 86.38% 99.99% 0.01% 86,395,960 159,017
Ordinary resolution number 6
General authority 86.38% 97.13% 2.87% 86,379,338 175,639
Ordinary resolution number 7
Approval of the Remuneration Policy 86.38% 48.92% 51.08% 86,389,960 165,017
Ordinary resolution number 8
Approval of the Remuneration Implementation
Report 86.38% 50.88% 49.12% 86,389,960 165,017
Special Resolution 1.1
RESOLVED THAT the remuneration payable
to non-executive directors be R383 913 per
annum 86.38% 95.68% 4.32% 86,389,430 165,547
Special Resolution 1.2
RESOLVED THAT the remuneration payable
to the Chairman of the Board be R652 360 per
annum 86.38% 99.84% 0.16% 86,389.430 165,547
Special Resolution 1.3
RESOLVED THAT the remuneration payable
to the Chairman of the Audit and Risk
Committee be R203 860 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.4
RESOLVED THAT the remuneration payable
to the members of the Audit and Risk
Committee be R145 421 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.5
RESOLVED THAT the remuneration payable
to the Chairman of the Remuneration
Committee be R146 780 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.6
RESOLVED THAT the remuneration payable
to the members of the Remuneration
Committee be R116 337 per annum 86.38% 99.88% 0.12% 86,389.430 165,547
Special Resolution 1.7
RESOLVED THAT the remuneration payable
to the Chairman of the Nomination Committee
be R108 726 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.8
RESOLVED THAT the remuneration payable
to the members of the Nomination Committee
be R108 726 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.9
RESOLVED THAT the remuneration payable
to the Chairman of the Social and Ethics
Committee be R139 604 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.10
RESOLVED THAT the remuneration payable
to the members of the Social and Ethics
Committee be R116 338 per annum 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.11
RESOLVED THAT the remuneration payable
to the Chairman of the Investment Committee
be R40 000 per meeting 86.38% 99.51% 0.49% 86,389.430 165,547
Special Resolution 1.12
RESOLVED THAT the remuneration payable
to non-executive directors attending
Investment Committee or unscheduled
Committee meetings be e R27 180 per
meeting 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.13
RESOLVED THAT the remuneration payable
to a non-executive director who sits as
Chairman of a principal operating subsidiary
be R35 336 per meeting 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.14
RESOLVED THAT the remuneration payable
to a non-executive director who sits as a
director on a partially owned subsidiary or
associate company be R21 736 per meeting 86.38% 99.99% 0.01% 86,389.430 165,547
Special Resolution 1.15
RESOLVED that the remuneration payable to
non-executive directors for unscheduled
special Board meetings be R61 426 per
meeting 86.38% 99.51% 0.49% 86,389.430 165,547
Special Resolution 1.16
RESOLVED THAT the remuneration payable
to a non-executive director for any additional
meetings and/or consulting services rendered 86.38% 91.45% 8.55% 86,389.430 165,547
be R2 613 per hour effective 28 February
2022
Special resolution number 2
General authority to repurchase shares 86.38% 97.70% 2.30% 86,395,960 159,017
Special resolution number 3
Financial assistance to related and inter-
related companies 86.38% 99.05% 0.95% 86,395,960 159,017
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 18 August 2022. 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.
Management provided a voluntary update to shareholders on the current trading environment for the
4 months March to June 2022;
• Leading Brands revenue recovery continuing in SA due to a steady recovery in Casual Dining;
• Wholesale royalty relief to Casual Dining franchise partners in SA ceased at end June 2022;
• Signature Brands were profitable for each of the past four months;
• The company is coping with the food inflation impact on menu items;
• Opened 45 stores year-to-date;
• The relocation of the KZN logistics facility is on track for 1 November 2022;
• Business is performing in line with management’s planned budgets for each of the past four
months;
• Business “as usual” again in SA other than load shedding disruption.
The information contained in this announcement has not been reviewed or reported on by the external
auditors.
Midrand
22 July 2022
Sponsor:
The Standard Bank of South Africa Limited
Date: 22-07-2022 04:05:00
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