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PIONEER FOOD GROUP LIMITED - Results Of The Annual General Meeting And Changes To The Board And Committees

Release Date: 15/02/2019 16:05
Code(s): PFG     PDF:  
 
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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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