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BARLOWORLD LIMITED - Results of AGM and director retirement

Release Date: 05/02/2015 14:48
Code(s): BAWP BAW     PDF:  
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Results of AGM and director retirement

Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(JSE and NSX Share code: BAW)
(ISIN: ZAE000026639)
(JSE Share code: BAWP)
(JSE ISIN: ZAE000026647)
(“Barloworld” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING AND DIRECTOR RETIREMENT

Shareholders are advised that, at the ninety-eighth Annual
General Meeting of Barloworld Limited held on Wednesday, 4
February 2015, the ordinary and special resolutions, as
well as endorsement of the company’s remuneration policy,
as set out in the notice of annual general meeting
dispatched to shareholders on 22 December 2014 were passed,
on a poll, by the requisite majorities.

Details of the results of the voting are as follows:
Total issued share capital:                  231,291,819
Total number of shares present /
represented at the annual general meeting:   158,883,810
being 68,69% of the total votable shares

Ordinary         Number of      Shares      Shares      Shares
resolutions      shares voted   voted for:  voted       abstained:
                                            against:
1.Acceptance     158,172,192    158,158,483 13,709      711,618
of financial
statements       % of total     % of shares % of        % of total
                 issued         voted       shares      issued
                 shares                     voted       shares
                 68,39%         99,99%      0,01%       0,31%
2.Election of    157,448,969    157,070,731 378,238     154,106
Ms FNO Edozien
                 % of total     % of shares % of        % of total
                 issued         voted       shares      issued
                 shares                     voted       shares
                 68,07%         99,76%      0,24%       0,07%
3. Election      158,660,427    156,943,684 1,716,743   223,383
of Mr DM
Sewela           % of total     % of shares % of        % of total
                 shares         voted       shares      issued
                                            voted       shares
                 68,60%         98,92%      1,08%       0,10%
4. Re-election 158,628,603   157,130,087   1,498,516   255,207
of Mr PJ
Blackbeard     % of total    % of shares   % of        % of total
               issued        voted         shares      issued
               shares                      voted       shares
               68,58%        99,06%        0,94%       0,11%
5. Re-election RESOLUTION WITHDRAWN*
of Mr M
Laubscher

6. Re-election 158,279,704   157,061,030 1,218,674     154,106
of Ms SS
Mkhabela       % of total    % of shares % of          % of total
               issued        voted       shares        issued
               shares                    voted         shares
               68,43%        99,23%      0,77%         0,07%
7. Re-election 158,579,534   158,423,912 155,662       154,106
of Mr SS
Ntsaluba       % of total    % of shares % of          % of total
               issued        voted       shares        issued
               shares                    voted         shares
               68,56%        99,90%      0,10%         0,07%
8. Re-election 153,642,751   152,284,556 1,358,195     207,379
of Adv DB
Ntsebeza SC    % of total    % of shares % of          % of total
               issued        voted       shares        issued
               shares                    voted         shares
               66,43%        99,12%      0,88%         0,09%
9. Re-election 158,731,753   158,615,594 116,159       152,057
of Mr AGK
Hamilton as a  % of total    % of shares % of          % of total
member and the issued        voted       shares        issued
chairman of    shares                    voted         shares
the audit      68,63%        99,93%      0,07%         0,07%
committee
10. Re-        158,725,104   158,437,783 287,321       158,706
election of Ms
B Ngonyama as  % of total    % of shares % of          % of total
a member of    issued        voted       shares        issued
the audit      shares                    voted         shares
committee      68,63%        99,82%      0,18%         0,07%
11. Re-        157,981,844     157,892,935 88,909      154,106
election of Mr
SS Ntsaluba as % of total      % of shares % of        % of total
a member of    issued          voted       shares      issued
the audit      shares                      voted       shares
committee      68,30%          99,94%      0,06%       0,07%

12.Appointment 156,931,920     156,916,171 15,749      125,966
of external
auditor        % of total      % of shares % of        % of total
               issued          voted       shares      issued
               shares                      voted       shares
               67,85%          99,99%      0,01%       0,05%
13.Non-binding 157,898,353     151,182,231 6,716,122   237,597
vote on
remuneration   % of total      % of shares % of        % of total
policy         shares          voted       shares      issued
                                           voted       shares
                 68,27%        95,75%      4,25%       0,10%

Special          Number    of Shares       Shares      Shares
resolutions      shares voted voted for:   voted       abstained:
                                           against:
1.1 Approval     158,401,748   158,119,852 281,896     233,726
of non-
executive        % of total    % of shares % of        % of total
directors fees   issued        voted       shares      issued
– chairman of    shares                    voted       shares
the board        68,49%        99,82%      0,18%       0,10%

1.2 Resident   158,722,487     158,703,961 18,526      161,323
non-executive
directors fees % of total      % of shares % of        % of total
               issued          voted       shares      issued
               shares                      voted       shares
               68,62%          99,99%      0,01%       0,07%
1.3 Non-       157,974,627     157,665,481 309,146     161,323
resident non-
executive      % of total      % of shares % of        % of total
directors fees issued          voted       shares      issued
               shares                      voted       shares
               68,30%          99,80%      0,20%       0,07%
1.4 Chairman     157,048,095   156,771,016 277,079   161,323
of the audit
committee –      % of total    % of shares % of      % of total
(non-            issued        voted       shares    issued
resident)fees    shares                    voted     shares
                 67,90%        99,82%      0,18%     0,07%
1.5 Resident     158,722,487   158,703,961 18,526    161,323
members of the
audit fees     % of total      % of shares % of      % of total
               issued          voted       shares    issued
               shares                      voted     shares
               68,62%          99,99%      0,01%     0,07%
1.6 Chairman   158,705,722     158,664,763 40,959    178,088
of the
remuneration   % of total      % of shares % of      % of total
committee      issued          voted       shares    issued
(non-          shares                      voted     shares
resident)fees  68,62%          99,97%      0,03%     0,08%

1.7 Chairman     158,727,087   158,708,778 18,309    156,723
of the social,
ethics and       % of total    % of shares % of      % of total
transformation   issued        voted       shares    issued
committee        shares                    voted     shares
(resident)fees   68,63%        99,99%      0,01%     0,07%

1.8 Chairman     157,979,227   157,960,918 18,309    156,723
of the risk
and              % of total    % of shares % of      % of total
sustainability   issued        voted       shares    issued
committee        shares                    voted     shares
(resident)fees   68,30%        99,99%      0,01%     0,07%

1.9 Chairman     158,727,087   158,708,778 18,309    156,723
of the
nomination       % of total    % of shares % of      % of total
committee        issued        voted       shares    issued
(resident)fees   shares                    voted     shares
                 68,63%        99,99%      0,01%     0,07%
1.10 Resident    157,979,227   157,960,918 18,309    156,723
members of
each of the      % of total    % of shares % of      % of total
board            issued        voted       shares    issued
committees       shares                    voted     shares
other than       68,30%        99,99%      0,01%     0,07%
audit
committee
1.11 Resident     158,727,087   158,708,778 18,309   156,723
members of
each of the       % of total    % of shares % of     % of total
board             issued        voted       shares   issued
committees        shares                    voted    shares
other than        68,63%        99,99%      0,01%    0,07%
audit
committee

1.12 Non-         157,644,493   157,598,934 45,559   156,723
resident
members of        % of total    % of shares % of     % of total
each of the       issued        voted       shares   issued
board             shares                    voted    shares
committees        68,16%        99,97%      0,03%    0,07%

2. Approval of    156,911,911   156,814,843 97,068   139,675
loans or other
financial         % of total    % of shares % of     % of total
assistance to     issued        voted       shares   issued
related or        shares                    voted    shares
inter-related     67,84%        99,94%      0,06%    0,06%
companies and
corporations

3. General        158,637,182   158,637,182 0        224,148
authority to
acquire the       % of total    % of shares % of     % of total
company’s own     issued        voted       shares   issued
shares            shares                    voted    shares
                  68,59%        100%        0%       0,10%


Where relevant, the special resolutions will be lodged with
the Companies and Intellectual Property Commission.


*CHANGE IN DIRECTORATE

Shareholders are hereby advised that executive director, Mr
M Laubscher has retired from the Board of Barloworld
Limited with effect from 04 February 2015 due to health-
related reasons, after 28 years’ service with the company.


Sandton
5 February 2015
Sponsor: J.P. Morgan Equities South Africa Proprietary
Limited

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