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Results of annual general meeting (“AGM”)
THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1937/009504/06
LEI: 3789PTO7LG718IG59F97
JSE / A2X share code: TFG
Ordinary share code: TFG
ISIN: ZAE000148466
Preference share code: TFGP
ISIN: ZAE000148516
("TFG" or "the Company" and together with its affiliates "the Group")
RESULTS OF ANNUAL GENERAL MEETING ("AGM")
At the AGM of the shareholders of The Foschini Group Limited held yesterday, 4 September 2025, all ordinary and
special resolutions were passed by the requisite majority of votes, cast by way of poll in each case, save for special
resolution number 4 which related to the general authority to issue shares for cash. In this regard, the Company
confirms the voting statistics from the AGM as follows:
The Company's total number of ordinary shares in issue eligible to vote was 328 812 054 and the total number of
shares represented in person or by proxy at the meeting was 280 327 176 representing 85.25% of the eligible shares.
The voting results of the Resolutions were as follows:
Total shares cast disclosed as a
percentage in relation to the total number Total shares in issue
of shares voted at the meeting eligible to vote
For Against Total Shares Shares
(%) (%) (number) Voted Abstained
(%) (%)
Ordinary Resolution No. 1: 100.00% 0.00% 280 059 879 85.17% 0.06%
Presentation of Annual Financial
Statements
Ordinary Resolution No. 2: 97.66% 2.34% 280 236 789 85.23% 0.00%
Re-appointment of External Auditors
Ordinary Resolution No 3: 88.99% 11.01% 280 235 529 85.23% 0.00%
Re-election of Mr M Lewis a Director
Ordinary Resolution No. 4: 76.71% 23.29% 280 199 529 85.22% 0.01%
Re-election of Mr G H Davin as a Director
Ordinary Resolution No. 5: 99.52% 0.48% 280 235 529 85.23% 0.00%
Re-election of Mr C Coleman as a Director
Ordinary Resolution No. 6: 99.79% 0.21% 280 235 529 85.23% 0.00%
Re-election of Mr G C Zondi as a Director
Ordinary Resolution No. 7: 100.00% 0.00% 280 235 529 85.23% 0.00%
Re-election of Ms B S M Backman as a
Director
Ordinary Resolution No. 8: 99.54% 0.46% 280 235 529 85.23% 0.00%
Election of Mr J N Potgieter as a Member
of the Audit Committee
Ordinary Resolution No. 9: 73.32% 26.68% 280 199 529 85.22% 0.01%
Election of Mr G H Davin as a Member of
the Audit Committee
Ordinary Resolution No. 10: 68.37% 31.63% 280 235 529 85.23% 0.00%
Election of Mr D Friedland as a Member of
the Audit Committee
Ordinary Resolution No. 11: 62.16% 37.84% 280 235 529 85.23% 0.00%
Election of Ms B L M Makgabo-
Fiskerstrand as a Member of the Audit
Committee
Ordinary Resolution No. 12: 93.73% 6.27% 280 235 529 85.23% 0.00%
Election of Ms B L M Makgabo-
Fiskerstrand as a Member of the Social &
Ethics Committee
Ordinary Resolution No. 13: 99.79% 0.21% 280 235 529 85.23% 0.00%
Election of Mr G C Zondi as a Member of
the Social & Ethics Committee
Ordinary Resolution No. 14: 100.00% 0.00% 280 235 529 85.23% 0.00%
Election of Ms B S M Backman as a
Member of the Social & Ethics Committee
Ordinary Resolution No. 15: 99.70% 0.30% 280 235 529 85.23% 0.00%
Election of Mr A E Thunström as a
Member of the Social & Ethics Committee
Ordinary Resolution No. 16: 80.51% 19.49% 280 236 723 85.23% 0.00%
Non-binding advisory vote on
Remuneration Policy
Ordinary Resolution No. 17: 74.42% 25.58% 280 236 723 85.23% 0.00%
Non-binding advisory vote on
Remuneration Implementation Report*
Special Resolution No. 1: 96.78% 3.22% 280 234 463 85.23% 0.00%
Non-executive Director Remuneration
Special Resolution No. 2: 99.73% 0.27% 280 236 789 85.23% 0.00%
Financial Assistance to Related or
Interrelated Company or Corporation
Special Resolution No. 3: 98.41% 1.59% 280 236 788 85.23% 0.00%
General Authority to acquire TFG ordinary
shares
Special Resolution No. 4: 74.30% 25.70% 279 355 304 84.96% 0.27%
General but Restricted Authority to issue
authorised but unissued securities for cash
Ordinary Resolution No. 18: 74.21% 25.79% 279 339 652 84.95% 0.27%
Authority to issue shares as contemplated
in the MOI
Special Resolution No. 5: 99.27% 0.73% 280 234 013 85.23% 0.00%
Amendment to the existing Memorandum
of Incorporation
Ordinary Resolution No. 19: 98.52% 1.48% 280 236 559 85.23% 0.00%
General Authority
* Shareholders are advised that due to Ordinary Resolutions Number 17 relating to the Non-binding advisory vote on
the Remuneration Implementation Report being voted against by more than 25% of shareholders present in person
or represented by proxy at the AGM ("dissenting shareholders"), the Company invites those dissenting shareholders
to engage with the Company by forwarding their concerns / questions on the Implementation of the Remuneration
Policy to the Group Company Secretary (Mr Darwin van Rooyen) in writing via email at: company_secretary@tfg.co.za.
We welcome further engagement on these issues and, based on the feedback received, will schedule individual
meetings with the relevant shareholders.
Cape Town
5 September 2025
Sponsor
Rand Merchant Bank (A division of Firstrand Bank Limited)
Date: 05-09-2025 12:30:00
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