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BARLOWORLD LIMITED - Results of AGM

Release Date: 04/02/2016 16:18
Code(s): BAWP BAW     PDF:  
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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directors for special projects, was withdrawn.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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