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AGM Results and Market Update

Published: 2022-07-22 17:06:04 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 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                                          86,389,960
 Report                                            86.38%      50.88%     49.12%                   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