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Results of Annual General Meeting
Liberty Holdings Limited
Registration number 1968/002095/06
Incorporated in the Republic of South Africa
Share code: LBH
ISIN code: ZAE0000127148
("Liberty Holdings" or "the Company")
Results of Annual General Meeting
Liberty Holdings is pleased to advise its shareholders that all the ordinary and
special resolutions proposed in the Notice of the AGM dated 25 February 2015 and
tabled at the Company’s AGM held today, Friday 22 May 2015, were passed by the
requisite majority of votes cast by shareholders. The voting details with respect
to the proposed resolutions were as follows:
Resolutions proposed Number of Percentage Percentage Percentage Percentage
shares shares For** Against** Abstained*
voted voted*
Ordinary Resolution 1: Adoption of Annual 242,607,535 84.76783% 100.00000% 0.00000% 0.31382%
Financial Statements
Ordinary Resolution 2.1: re-election of 243,298,378 85.00921% 99.56667% 0.43333% 0.07243%
directors – Mr AWB Band
Ordinary Resolution 2.2: re-election of 243,298,378 85.00921% 99.57544% 0.42456% 0.07243%
directors – Mr AP Cunningham
Ordinary Resolution 2.3: re-election of 243,298,378 85.00921% 99.75126% 0.24874% 0.07243%
directors – Mr MP Moyo
Ordinary Resolution 2.4: re-election of 243,298,378 85.00921% 99.57544% 0.42456% 0.07243%
directors – Msr MW Hlahla
Ordinary Resolution 2.5: re-election of 243,298,378 85.00921% 99.83395% 0.16605% 0.07243%
directors – Mr MG Ilsley
Ordinary Resolution 2.6: re-election of 243,274,489 85.00086% 98.96357% 1.03643% 0.08078%
directors – Mr JH Maree
Ordinary Resolution 3: Re-appointment of 243,298,378 85.00921% 99.74847% 0.25153% 0.07243%
independent external auditors
Ordinary Resolution 4: Placing unissued 243,298,378 85.00921% 98.74718% 1.25282% 0.07243%
ordinary shares under the control of the
directors
Ordinary Resolution 5: General authority 243,298,378 85.00921% 98.95631% 1.04369% 0.07243%
to issue shares for cash
Ordinary Resolution 6.1: Election of 243,298,378 85.00921% 100.00000% 0.00000% 0.07243%
audit and actuarial committee member – Mr
MG Ilsley
Ordinary Resolution 6.2: Election of 243,298,378 85.00921% 99.91731% 0.08269% 0.07243%
audit and actuarial committee member – Mr
AWB Band
Ordinary Resolution 6.3: Election of 243,298,378 85.00921% 99.91731% 0.08269% 0.07243%
audit and actuarial committee member – Mr
AP Cunningham
Ordinary Resolution 6.4: Election of 243,298,378 85.00921% 99.91731% 0.08269% 0.07243%
audit and actuarial committee member – Mr
MP Moyo
Ordinary Resolution 6.5: Election of 243,298,378 85.00921% 99.91731% 0.08269% 0.07243%
audit and actuarial committee member – Mr
JH Sutcliffe
Ordinary Resolution 7: Liberty 243,298,378 85.00921% 99.18056% 0.81944% 0.07243%
remuneration policy
Special Resolution 1: Issue of ordinary 243,293,482 85.0075% 91.06977% 8.93023% 0.07414%
shares for share incentive schemes
Special Resolution 2: Fees of non-
executive directors
Special Resolution 2.1: Chairman of the 243,298,378 85.00921% 98.87573% 1.12427% 0.07243%
Board
Special Resolution 2.2: Lead independent 243,298,378 85.00921% 99.17439% 0.82561% 0.07243%
director
Special Resolution 2.3: Board member 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
Special Resolution 2.4: International 243,104,374 84.94142% 99.17374% 0.82626% 0.14022%
board member, member of committees and
subsidiary board and chairman of a sub-
committee
Special Resolution 2.5: International 243,104,374 84.94142% 98.90163% 1.09837% 0.14022%
board member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Chairman of the 243,298,378 85.00921% 99.70159% 0.29841% 0.07243%
audit and actuarial committee
Special Resolution 2.7: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
audit and actuarial committee
Special Resolution 2.8: Chairman of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
actuarial committee
Special Resolution 2.9: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
actuarial committee
Special Resolution 2.10: Chairman of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
risk committee
Special Resolution 2.11: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
risk committee
Special Resolution 2.12: Chairman of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
remuneration committee
Special Resolution 2.13: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
remuneration committee
Special Resolution 2.14: Chairman of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
social, ethics and transformation
committee
Special Resolution 2.15: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
social, ethics and transformation
committee
Special Resolution 2.16: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
directors’ affairs committee
Special Resolution 2.17: Chairman of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
STANLIB Limited board
Special Resolution 2.18: Member of the 243,298,378 85.00921% 99.97630% 0.02370% 0.07243%
STANLIB Limited board
Special Resolution 2.19: Fee per ad hoc 243,104,374 84.94142% 99.97628% 0.02372% 0.14022%
board meeting
Special Resolution 2.20: Fee per ad hoc 243,160,099 85.00921% 99.97629% 0.02371% 0.12075%
board committee meeting
Special Resolution 3.1 – Financial 243,298,378 85.00921% 99.91598% 0.08402% 0.07243%
assistance to related or inter-related
company
Special Resolution 3.2 – Financial 243,298,378 85.00921% 99.45756% 0.54244% 0.07243%
assistance to any employee, director,
prescribed officer or other person or any
trust established for their benefit, in
terms of any share incentive scheme
Special Resolution 4 – General authority 243,104,374 84.94142% 97.60384% 2.39616% 0.14022%
to repurchase company shares
Ordinary Resolution 5 – Creation of new 243,104,374 84.94142% 96.51289% 3.48711% 0.14022%
class of no par value preference shares
Ordinary Resolution 5 – Placing unissued 243,298,378 85.00921% 96.42564% 3.57436% 0.07243%
preference shares under the control of
the directors
* Based on the total number of shares in issue at the date of the AGM
* Based on the total number of shares voted at the AGM
NOTICE TO SHAREHOLDERS IN RESPECT OF SECTION 45 OF THE COMPANIES ACT NO 71 OF 2008
(“Act”)
Shareholders of Liberty are referred to the special resolution tabled and approved
at the Annual General Meeting held on 22 May 2015, authorising directors to provide
financial assistance to or for the benefit of any company or corporation which is
related or inter-related to the company or any employee, director, prescribed
officer or other person or trust established for their benefit, in terms of any
share incentive scheme described in the company’s integrated report.
In terms of section 45(2) of the Act, the board has authorised the Company to
provide loan facilities, in the normal course of business, to subsidiaries of
Liberty and provide financial assistance to employees, directors, prescribed
officers or trust established for their benefit, in terms of any share incentive
schemes described in the company’s integrated report. The board has satisfied
itself that the terms of the facilities are fair and reasonable and that the
Company would satisfy the solvency and liquidity test after extending such
facilities, in terms of section 4 of the Act. Shareholders are advised that the
total facility value if utilized will exceed 1/10th of 1% of the company’s net
worth as at the date of the last board meeting, being 21 May 2015.
Braamfontein
22 May 2015
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 22/05/2015 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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