Wrap Text
Changes to the TFG Board and Board Committees
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" or "the Group")
CHANGES TO THE TFG BOARD AND BOARD COMMITTEES
In accordance with paragraph 6.71 of the JSE Limited Listings Requirements, the Board of Directors of the Company (the
'Board') wishes to advise shareholders of the following changes to the Board and Board Committees.
These changes are an outcome of the Nomination Committee and Board's continuous review of board composition and
succession planning and aim to align the Company with corporate governance requirements and best practices. Due
consideration has also been given to the Board's independence policy, introduced in 2023 progressively over a three-year
glide path, such that, after this three-year period, a non-executive director with tenure of more than 12 years will no
longer be categorised as independent. This policy will be fully implemented by the end of the 2026 calendar year.
These Board changes have as their objective the maintenance of an appropriate balance of skills, institutional knowledge,
experience, diversity and independence in respect of the composition of the Board and its Committees.
1. Change to the Board – Appointment of Independent Non-executive Director
The Board is pleased to announce the appointment of Ms Mamongae Mahlare as an independent non-executive
director of the Company, with effect from 1 July 2026.
Ms Mahlare is a seasoned board director and C-suite executive with more than 27 years' experience across the e-
commerce, FMCG and agri-processing sectors. Her career spans leadership roles in listed companies across
emerging markets, where she has consistently driven sustainable growth, organisational transformation and value
creation. Most recently, she served as Executive Chair and Group CEO of Takealot Group, following her tenure as
Managing Director of Illovo Sugar South Africa. Mamongae currently holds board positions at OUTsurance Group,
Oceana Group and Wits University Foundation.
The appointment of Ms Mahlare will add to the Board's skills and independence. In compliance with paragraph
6.73 and 6.74 of the JSE Listings Requirements, the Board confirms that it has conducted the requisite fit and
proper assessment for Ms Mahlare and further confirms that there are no matters requiring disclosure in relation
to the integrity information contained in Mr. Mahlare's director's declaration. The Board looks forward to
welcoming Ms Mahlare to the Group and to her contributions to the Board.
2. Changes to the Classification of Directors
Based on their tenure being longer than 12 years, the following directors, previously classified as Independent
Non-executive Directors, are now classified as Non-executive Directors of the Company, with effect from 1 July
2026:
DIRECTOR DESIGNATION
Ms Boitumelo Makgabo-Fiskerstrand Non-executive Director
* Mr David Friedland Non-executive Director
* to retire at 2026 AGM
3. Change to the Board – Retirement of Non-executive Directors
Mr Ronnie Stein and Mr David Friedland, both being non-executive directors of the Company, who are due to
retire by rotation at the Company's annual general meeting ('AGM') on 3 September 2026, have indicated that
they will not offer themselves for re-election. They will therefore be retiring from the Board with effect from 3
September 2026, following the conclusion of the Company's AGM. As a result, David will also step down as a
member of the Risk Committee on that date.
Ronnie has served as a director for 27 years and David has served as a director for 12 years. The Board would like
to extend its sincere thanks to both Ronnie and David for their valuable contributions and commitment over their
tenure.
4. Board Composition following Classification of Directors and Retirements
After the reclassification of Directors and the retirement of Directors set out in paragraphs 2 and 3 respectively,
the Board will be constituted as follows:
DIRECTOR DESIGNATION
Mr Michael Lewis Chair, Non-executive Director
Mr Graham Davin Lead Independent Non-executive Director
Mr Jan Potgieter Independent Non-executive Director
Mr Nkululeko Sowazi Independent Non-executive Director
Mr Colin Coleman Independent Non-executive Director
Mr Gcina Zondi Independent Non-executive Director
Ms Bridgitte Backman Independent Non-executive Director
Ms Mamongae Mahlare Independent Non-executive Director
Ms Boitumelo Makgabo-Fiskerstrand Non-executive Director
Mr Eddy Oblowitz Non-executive Director
* Mr David Friedland Non-executive Director
* Mr Ronnie Stein Non-executive Director
Mr Anthony Thunström Executive Director, Chief Executive Officer
Mr Ralph Buddle Executive Director, Chief Financial Officer
* to retire at 2026 AGM
5. Changes to the Audit Committee
With effect from 1 July 2026, Mr Gcina Zondi has been appointed as a member of the Audit Committee and Mr
David Friedland and Ms Boitumelo Makgabo-Fiskerstrand will be stepping down as members of the Committee.
Accordingly, as at 1 July 2026 the Audit Committee will be comprised as follows:
DIRECTOR DESIGNATION
# Mr Jan Potgieter Independent Non-executive Director
Mr Graham Davin Lead Independent Non-executive Director
Mr Gcina Zondi Independent Non-executive Director
# Chair of the Committee
6. Changes to the Social and Ethics Committee
With effect from 1 July 2026, Ms Bridgitte Backman has been appointed as the Chair of the Social and Ethics
Committee, replacing Ms Boitumelo Makgabo-Fiskerstrand who will remain a member of the Committee.
Accordingly, as at 1 July 2026 the Social and Ethics Committee will be comprised as follows:
DIRECTOR DESIGNATION
# Ms Bridgitte Backman Independent Non-executive Director
Mr Gcina Zondi Independent Non-executive Director
Ms Boitumelo Makgabo-Fiskerstrand Non-executive Director
Mr Anthony Thunström Executive Director, Chief Executive Officer
# Chair of the Committee
Cape Town
01 July 2026
JSE Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 01-07-2026 09:00:00
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