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Results of AGM
Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(JSE Share code: BAW) and (NSX share code: BWL)
(Ordinary share ISIN: ZAE000026639)
(Preference share code: BAWP)
(Preference share ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
(“Barloworld” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that, at the ninety-ninth Annual
General Meeting of Barloworld Limited held on Wednesday, 3
February 2016, 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 made
available on the company’s website on 14 December 2015 and
posted to members on 21 December 2015 were passed, on a
poll, by the requisite majority.
Shareholders are further advised that following engagement
with some shareholders, special resolution 1.14 relating to
the hourly rate for ad-hoc work performed by non-executive
directors for special projects, was withdrawn.
Details of the results of the voting are as follows:
Total issued share capital: 212,692,583
Total number of shares present /
represented at the annual general meeting: 159,551,858
being 75.02% of the total votable shares
Ordinary Number of Shares Shares Shares
resolutions shares voted voted for: voted abstained:
against:
1.Acceptance 158,746,383 158,746,383 0 799,151
of financial
statements % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.64% 100.00% 0 0.38%
2. Re-election 127,378,119 127,261,496 116,623 1,593,371
of Ms NP
Dongwana % of total % of shares % of % of total
issued voted shares issued
shares voted shares
59.88% 99.91% 0.09% 0.75%
3. Re-election 157,940,323 154,878,738 3,065,185 1,593,371
of Ms B
Ngonyama % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.26% 98.06% 1.94% 0.75%
4. Re-election 157,952,163 155,794,518 2,157,645 1,593,371
of Mr OI
Shongwe % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.26% 98.63% 1.37% 0.75%
5. Re-election 159,256,574 157,608,255 1,648,319 288,960
of Mr DG
Wilson % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.88% 98.96% 1.04% 0.14%
6. Re-election 157,952,163 157,952,163 0 1,593,371
of Mr SS
Ntsaluba as a % of total % of shares % of % of total
member and issued voted shares issued
election as shares voted shares
the chairman 74.26% 100.00% 0 0.75%
of the audit
committee
7. Re-election 157,940,323 157,940,323 0 1,593,371
of Ms B
Ngonyama as a % of total % of shares % of % of total
member of the issued voted shares issued
audit shares voted shares
committee 74.26% 100.00% 0 0.75%
8. Election of 157,914,733 157,911,783 2950 1,593,371
Ms FNO Edozien
as a member of % of total % of shares % of % of total
the audit issued voted shares issued
committee shares voted shares
74.25% 100.00% 0.00% 0.75%
9.Appointment 129,486,455 129,477,799 8,656 30,059,079
of external
auditor % of total % of shares % of % of total
issued voted shares issued
shares voted shares
60.88% 99.99% 0.01% 14,13%
10.Non-binding 128,274,615 124,887,905 3,386,710 31,259,079
vote on
remuneration % of total % of shares % of % of total
policy issued voted shares issued
shares voted shares
60.31% 97.36% 2.64% 14.70%
Special Number of Shares Shares Shares
resolutions shares voted voted for: voted abstained:
against:
1.1 Approval 159,256,574 156,787,685 2,468,889 288,960
of non-
executive % of total % of shares % of % of total
directors fees issued voted shares issued
– chairman of shares voted shares
the board 74.88% 98.45% 1.55% 0.14%
1.2 Resident 159,256,574 159,251,824 4,750 288,960
non-executive
directors fees % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.88% 100.00% 0.00% 0.14%
1.3 Non- 159,247,383 159,244,133 3,250 288,960
resident non-
executive % of total % of shares % of % of total
directors fees issued voted shares issued
shares voted shares
74.87% 100.00% 0.00% 0.14%
1.4 Chairman 159,244,734 159,201,899 42,835 288,960
of the audit
committee – % of total % of shares % of % of total
(resident)fees issued voted shares issued
shares voted shares
74.87% 99.97% 0.03% 0.14%
1.5 Resident 159,256,574 159,253,324 3,250 288,960
members of the
audit fees % of total % of shares % of % of total
issued voted shares issued
shares voted shares
74.88% 100.00% 0.00% 0.14%
1.6 Non - 159,164,444 159,161,194 3,250 288,960
resident
members of the % of total % of shares % of % of total
audit fees issued voted shares issued
shares voted shares
74.83% 100.00% 0.00% 0.14%
1.7 Chairman 159,247,383 159,244,133 3,250 288,960
of the
remuneration % of total % of shares % of % of total
committee issued voted shares issued
(non- shares voted shares
resident)fees 74.87% 100.00% 0.00% 0.14%
1.8 Chairman 159,256,574 159,253,324 3,250 288,960
of the social,
ethics and % of total % of shares % of % of total
transformation issued voted shares issued
committee shares voted shares
(resident)fees 74.88% 100.00% 0.00% 0.14%
1.9 Chairman 159,247,383 159,244,133 3,250 288,960
of the risk
and % of total % of shares % of % of total
sustainability issued voted shares issued
committee shares voted shares
(resident)fees 74.87% 100.00% 0.00% 0.14%
1.10 Chairman 159,244,734 159,241,484 3,250 288,960
of the general
purposes % of total % of shares % of % of total
committee issued voted shares issued
(resident)fees shares voted shares
74.87% 100.00% 0.00% 0.14%
1.11 Chairman 159,256,574 159,244,133 12,441 288,960
of the
nomination % of total % of shares % of % of total
committee issued voted shares issued
(resident)fees shares voted shares
74.88% 99.99% 0.01% 0.14%
1.12 Resident 159,256,574 159,253,324 3,250 288,960
members of
each of the % of total % of shares % of % of total
board issued voted shares issued
committees shares voted shares
other than 74.88% 100.00% 0.00% 0.14%
audit
committee
1.13 Non- 159,256,574 159,253,324 3,250 288,960
resident
members of % of total % of shares % of % of total
each of the issued voted shares issued
board shares voted shares
committees 74.88% 100.00% 0.00% 0.14%
1.14 Ad hoc
work performed
by non-
executive
directors for Resolution withdrawn
special
projects
(hourly rate)
2. Approval of 159,256,574 159,142,231 114,343 288,960
loans or other
financial % of total % of shares % of % of total
assistance to issued voted shares issued
related or shares voted shares
inter-related 74.88% 99.93% 0.07% 0.14%
companies and
corporations
3. General 159,182,001 158,522,524 659,477 363,533
authority to
acquire the % of total % of shares % of % of total
company’s own issued voted shares issued
shares shares voted shares
74.84% 99.59% 0.41% 0.17%
Sandton
4 February 2016
Sponsor: J.P. Morgan Equities South Africa Proprietary
Limited
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