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AGM Results, Voluntary Market Update and announcement of intended retirement of Chairman in 2024

Published: 2023-07-20 18:03:21 ET
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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, VOLUNTARY MARKET UPDATE AND ANNOUNCEMENT OF INTENDED
RETIREMENT OF CHAIRMAN IN 2024

Shareholders are advised that at the AGM of the Company held at 14:00 on Thursday, 20 July 2023 all
the resolutions as set out in the Notice of AGM, were passed by the requisite majority of Famous Brands
shareholders.

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 81 065 614 representing 80.9% 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                               80.50%         100.00%     0.00%      80 658 379   0.41%
 Ordinary resolution number 2
 Re-appointment of external auditors              80.58%          100.00%     0.00%      80,743,253   0.32%
 Ordinary resolution number 3.1
 Election of director: Mr N Adami                 80.58%          99.99%      0.01%      80,742,253   0.32%
 Ordinary resolution number 3.2
 Election of director: Mr N Halamandaris          80.58%          99.99%      0.01%      80,742,253   0.32%
 Ordinary resolution number 4
 Election of director: Mr T Mosololi              80.58%          99.99%      0.01%      80,746,953   0.32%
 Ordinary resolution number 5.1
 Election of the member of the Audit and Risk
 Committee: Mr CH Boulle                          80.58%          97.44%     2.56%       80,742,253   0.32%
 Ordinary resolution number 5.2
 Election of the member of the Audit and Risk
 Committee: Mr T Mosololi                         80.58%          99.99%     0.01%       80,746,953   0.32%
 Ordinary resolution number 5.3
 Election of the member of the Audit and Risk
 Committee: Ms F Petersen-Cook                    80.58%          97.76%      2.24%      80,742,253   0.32%
 Ordinary resolution 5.4
 Election of member of the Audit and Risk
 Committee: Ms B Mathe                            80.58%          99.99%     0.01%       80,746,953   0.32%
 Ordinary resolution number 6
 General authority                                80.58%          100.00%    0.00%       80,744,303   0.32%
 Ordinary resolution number 7
 Approval of the Remuneration Policy              80.57%          84.58%     15.42%      80,737,143   0.33%
 Ordinary resolution number 8
 Approval of the Remuneration Implementation                                             80,737,143
 Report                                           80.57%          87.10%     12.90%                   0.33%
 Special Resolution 1.1
 RESOLVED THAT the remuneration payable
 to non-executive directors be R406,948 per
 annum                                            80.57%          99.87%     0.13%       80,736,723   0.33%
 Special Resolution 1.2
 RESOLVED THAT the remuneration payable           80.57%          99.99%     0.01%       80,736,723   0.33%
to the Chairman of the Board be R691,502 per
annum
Special Resolution 1.3
RESOLVED THAT the remuneration payable
to the Chairman of the Audit and Risk
Committee be R216,091 per annum                   80.57%   99.96%    0.04%    80,736,723   0.33%
Special Resolution 1.4
RESOLVED THAT the remuneration payable
to the members of the Audit and Risk
Committee be R154,146 per annum                   80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.5
RESOLVED THAT the remuneration payable
to the Chairman of the Remuneration
Committee be R155,586 per annum                   80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.6
RESOLVED THAT the remuneration payable
to the members of the Remuneration
Committee be R123,317 per annum                   80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.7
RESOLVED THAT the remuneration payable
to the Chairman of the Nomination Committee
be R115,250 per annum                             80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.8
RESOLVED THAT the remuneration payable
to the members of the Nomination Committee
be R115,250 per annum                             80.57%    99.96%   0.04%    80,736,723   0.33%
Special Resolution 1.9
RESOLVED THAT the remuneration payable
to the Chairman of the Social and Ethics
Committee be R147,980 per annum                   80.58%    99.96%   0.04%    80,740,423   0.32%
Special Resolution 1.10
RESOLVED THAT the remuneration payable
to the members of the Social and Ethics
Committee be R123,318 per annum                   80.58%    99.96%    0.04%   80,740,953   0.32%
Special Resolution 1.11
RESOLVED THAT the remuneration payable
to non-executive directors attending
Investment Committee or unscheduled
Committee meetings be R28,811 per meeting         80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.12
RESOLVED THAT the remuneration payable
to the Chairman of the Investment Committee
be R42,400 per meeting                            80.58%    99.96%    0.04%   80,740,423   0.32%
Special Resolution 1.13
RESOLVED THAT the remuneration payable
to a non-executive director who sits as
Chairman of a principal operating subsidiary
be R37,456 per meeting                            80.57%    99.96%    0.04%   80,736,723   0.33%
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 R23,040 per meeting          80.57%    99.96%    0.04%   80,736,723   0.33%
Special Resolution 1.15
RESOLVED that the remuneration payable to
non-executive directors for additional meetings
and/or consulting services rendered be
R2,769 per hour                                   80.57%    92.89%    7.11%   80,736,723   0.33%
Special resolution number 2
General authority to repurchase shares            80.58%   99.79%     0.21%   80,743,253   0.32%
Special resolution number 3
Financial assistance to related and inter-
related companies                                 80.58%   99.75%     0.25%   80,743,25    0.32%
MARKET UPDATE

Management provided a voluntary update to shareholders on the current trading environment for the
4 months March to June 2023. The presentation made at the AGM by the Chief Executive Officer is
available on the Company’s web site at https://famousbrands.co.za/investor-centre/financial-results/.



INTENDED RETIREMENT OF CHAIRPERSON IN 2024

In accordance with paragraph 3.59(b) of the JSE Limited Listings Requirements and paragraph 6.39(b)
of the Debt Listings Requirements, shareholders are hereby advised that Ms. Santie Botha indicated
her intention to retire as an independent non-executive director and Chairperson of the board of the
Company (“Board”) at the conclusion of the next annual general meeting, which is anticipated to be
held in July 2024. The Company will advise shareholders of the effective date of Santie’s retirement, in
due course. Santie has served on the Board for approximately 11 years.

The early notification of Santie’s intended retirement provides the Company with sufficient time to seek
and appoint a successor. Shareholders will be advised when a suitable candidate has been identified
and appointed.

The information contained in this announcement has not been reviewed or reported on by the external
auditors.

Midrand

20 July 2023



Sponsor:

The Standard Bank of South Africa Limited