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LIBERTY TWO DEGREES LIMITED - Results of the Third Annual General Meeting of Shareholders

Release Date: 07/05/2021 15:15
Code(s): L2D     PDF:  
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Results of the Third Annual General Meeting of Shareholders

LIBERTY TWO DEGREES LIMITED
(Registration number: 2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
(“L2D” or “the Company”)


RESULTS OF THE THIRD ANNUAL GENERAL MEETING OF SHAREHOLDERS

L2D shareholders are advised that at the third annual general meeting of shareholders of the Company held via
electronic participation at 12h00 on Friday, 7 May 2021 (“Annual General Meeting”), all the ordinary and special
resolutions, as set out in the Notice of the Annual General Meeting, were passed by the requisite majority of votes
of shareholders present by means of electronic participation or represented by proxy.

-    As at Friday, 30 April 2021, being the Annual General Meeting Record Date (“Voting Record Date”), the total
     number of L2D ordinary shares in issue (“L2D Issued Ordinary Shares”) was 908 443 334;

-    The L2D Issued Ordinary Shares eligible to vote by being present by means of electronic participation or by
     submitting proxies was 849 992 884, being 93.558% of the L2D Issued Ordinary Shares.

The voting results were as follows:

1.   Ordinary resolution number 1 – Annual Financial Statements

     The audited annual financial statements of the Company and Group for the year ended 31 December 2020
     were adopted.


                                       Total Shares voted                                       Shares abstained
            For (%)              Against (%)              Number                %(1)                  %(1)
             100.0                    0.000           849 899 334             93.556                 0.003




2.   Ordinary resolution number 2 – Confirmation of independent non-executive director appointed by the
     Board of Directors


                                                                                                      Shares
                                                    Total Shares voted
                                                                                                     abstained
      Directors                                  Against
                                  For (%)                          Number               %(1)            %(1)
                                                  (%)
      2.1 Mr P Nelson             99.995          0.005         849 885 334            93.554          0.004
      2.2 Ms B
      Makhubedu                   99.995          0.005         849 899 334            93.556          0.003
      2.3 Dr P
      Makhoalibe                  99.995          0.005         849 899 334            93.556          0.003
      2.4 Mr C Ewin               99.996          0.004         849 885 334            93.554          0.004

3.   Ordinary resolution number 3 – Election of audit and risk committee members


                                                                                                      Shares
                                                  Total Shares voted
                                                                                                     abstained
      Directors                               Against
                                For (%)                           Number                %(1)            %(1)
                                               (%)
      3.1 Mr P Nelson           99.995         0.005            849 885 334            93.554          0.004
      3.2 Ms B Makhubedu        99.996         0.004            849 899 334            93.556          0.003
      3.3 Mr C Ewin             99.996         0.004            849 885 334            93.554          0.004

4.   Ordinary resolution number 4 – Appointment of PricewaterhouseCoopers Inc. as independent
     registered auditor and note that Ms J Basson will be the individual registered auditor


                                   Total Shares voted                                           Shares abstained
           For (%)            Against (%)              Number                  %(1)                   %(1)
           99.996                0.004            849 899 334                 93.556                 0.003


5.   Ordinary resolution number 5 – Approval of the remuneration policy by way of a non-binding advisory
     vote


                                   Total Shares voted                                           Shares abstained
           For (%)            Against (%)              Number                  %(1)                   %(1)
           91.837                8.163            849 874 334                 93.553                 0.005

6.   Ordinary resolution number 6 – Approval of the implementation report on the remuneration policy by
     way of a non-binding advisory vote


                                   Total Shares voted                                           Shares abstained
           For (%)            Against (%)              Number                  %(1)                   %(1)
           91.837                8.163            849 883 334                 93.554                 0.004



7.   Ordinary resolution number 7 – To place 10% of the unissued authorised ordinary shares under the
     control of the directors


                                   Total Shares voted                                           Shares abstained
           For (%)            Against (%)              Number                  %(1)                   %(1)
           93.848                6.152            849 899 334                 93.556                 0.003


8.   Ordinary resolution number 8 – General authority to issue shares for cash


                                   Total Shares voted                                           Shares abstained
           For (%)            Against (%)              Number                  %(1)                   %(1)
           93.825                6.175            849 900 334                 93.556                 0.002
9.    Special resolution number 1 – Non-executive directors’ remuneration for 2021


                                                                                                      Shares
                                                            Total Shares voted
                                                                                                     abstained
       Board                                          Against
                                         For (%)                         Number            %(1)            %(1)
                                                       (%)
     1.1 Chairman                        93.935        6.065           849 890 334        93.555           0.004
     1.2 Lead Independent
         Director                        94.555        5.445           849 880 334        93.553           0.005
     1.3 Member                          94.554        5.446           849 890 334        93.555           0.004
     1.4 International Member            89.222        10.778          849 885 334        93.554           0.004
       Committees
     1.5 Audit and Risk Chairman         93.935        6.065           849 890 334        93.555           0.004
     1.6 Audit and Risk Member           93.935        6.065           849 890 334        93.555           0.004
     1.7 Social, Ethics &
         Transformation
         Chairman                        93.935        6.065           849 890 334        93.555           0.004
     1.8 Social, Ethics &
         Transformation Member           93.935        6.065           849 890 334        93.555           0.004
     1.9 Remuneration and
         Nomination Chairman             93.935        6.065           849 880 334        93.553           0.005
     1.10 Remuneration and
         Nomination Member               93.934        6.066           849 890 334        93.555           0.004
     1.11 Other committee
         meetings                        94.555        5.445           849 876 334        93.553           0.005

10. Special resolution number 2 – Financial assistance to related and inter-related parties


                                       Total Shares voted                                     Shares abstained
             For (%)               Against (%)          Number                    %(1)              %(1)
             96.697                  3.303            849 875 334                93.553            0.005

11. Special resolution number 3 – General authority to repurchase shares


                                       Total Shares voted                                     Shares abstained
             For (%)               Against (%)          Number                    %(1)              %(1)
             94.864                  5.136            894 900 334                93.556            0.002


(1) Expressedas a percentage of 908 443 334 L2D ordinary shares in issue as at the Voting Record Date of Friday,
30 April 2021.


Johannesburg
7 May 2021

Sponsor
The Standard Bank of South Africa Limited

Investor Relations
Gareth Rees
Contact number: 011 448 6804

Date: 07-05-2021 03:15:00
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