Results of annual general meeting
Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income tax registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
("Barloworld" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (the “AGM”) of Barloworld held
virtually through online participation on Thursday, 10 February 2022 were as follows:
Ordinary shareholders
Resolution Number of As a For** Against** Abstained***
ordinary percentage % % %
shares voted of ordinary
shares in
issue*
%
Ordinary resolution 1: 165 949 602 82.87 99.97 0.03 0.38
Acceptance of annual financial
statements
Ordinary resolution 2: 166 649 801 83.22 76.53 23.47 0.03
Re-election of Mr MD Lynch-
Bell as a director
Ordinary resolution 3: 132 886 111 66.36 99.98 0.02 16.89
Re-election of Mr H Molotsi as
a director
Ordinary resolution 4: 132 886 111 66.36 99.98 0.02 16.89
Re-election of Ms N Mokhesi as
a director
Ordinary resolution 5: 166 655 040 83.22 99.96 0.04 0.03
Election of Dr NN Gwagwa as a
director
Ordinary resolution 6: 132 881 435 66.36 93.59 6.41 16.89
Election of Ms HH Hickey as a
member and Chair of the audit
and risk committee
Ordinary resolution 7: 166 649 965 83.22 76.07 23.93 0.03
Election of Mr MD Lynch-Bell
as a member of the audit and
risk committee
Ordinary resolution 8: 166 654 805 83.22 78.20 21.80 0.03
Election of Ms NP Mnxasana
as a member of the audit and
risk committee
Ordinary resolution 9: 166 654 805 83.22 98.64 1.36 0.03
Election of Mr HN Molotsi as a
member of the audit and risk
committee
Ordinary resolution 10: 166 632 225 83.21 98.65 1.35 0.04
Appointment of external
auditor
Ordinary resolution 11: 166 494 924 83.14 98.23 1.77 0.11
Non-binding advisory vote on
remuneration policy
Ordinary resolution 12: 166 015 961 82.90 98.38 1.62 0.35
Non-binding advisory vote on
remuneration implementation
report
Special resolution 1:
Approval of non-executive
directors’ fees
1.1 Chair of the board 166 627 327 83.21 82.52 17.48 0.04
1.2 Resident non-executive 166 623 327 83.21 86.24 13.76 0.04
directors
1.3 Lead Independent Director 166 620 327 83.21 99.97 0.03 0.04
1.4 Non-resident non- 166 597 107 83.19 97.82 2.18 0.06
executive directors
1.5 Resident Chair of the audit 166 620 262 83.21 99.98 0.02 0.04
and risk committee
1.6 Resident members of the 166 620 327 83.21 99.98 0.02 0.04
audit and risk committee
1.7 Non-resident members of 166 620 327 83.21 99.98 0.02 0.04
the audit and risk committee
1.8 Non-resident Chair of the 166 620 327 83.21 99.98 0.02 0.04
remuneration committee
1.9 Resident Chair of the 166 620 327 83.21 99.98 0.02 0.04
remuneration committee
1.10 Resident Chair of the 166 620 912 83.21 99.97 0.03 0.04
social, ethics and
transformation committee
1.11 Resident Chair of the 166 620 327 83.21 99.98 0.02 0.04
strategy and investment
committee
1.12 Resident Chair of the 166 620 327 83.21 99.97 0.03 0.04
nomination committee
1.13 Resident members of 166 623 262 83.21 99.97 0.03 0.04
each of the board committees
other than the audit and risk
committee
1.14 Non-resident members of 166 620 327 83.21 99.97 0.03 0.04
each of the board committees
other than the audit and risk
committee
Special resolution 2: 166 632 347 83.21 99.98 0.02 0.04
Approval of loans or other
financial assistance to related
or inter-related companies
and corporations
Special resolution 3: 166 613 447 83.20 99.99 0.01 0.05
General authority to acquire
the company’s own shares
* Based on 200 249 906 ordinary shares in issue as at the date of the AGM.
** In relation to the total number of ordinary shares voted at the AGM.
*** In relation to the total number of ordinary shares in issue as at the date of the AGM.
Preference shareholders
Resolution Number of Percentage For** Against** Abstained***
preference of preference % % %
shares voted shares in
issue*
%
Special resolution 3: 0 0.00% 0.00% 0.00% 0.00%
General authority to acquire
the company’s own shares
* Based on 375 000 preference shares in issue as at the date of the AGM.
** In relation to the total number of preference shares voted at the AGM.
*** In relation to the total number of preference shares in issue as at the date of the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of shareholders represented
at the AGM.
11 February 2021
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 11-02-2022 02:37:00
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