Wrap Text
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 2016 and
tabled at the Company’s AGM held today, Friday 20 May 2016, 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 251,623,756 87,91812% 100,00000% 0,00000% 0,24683%
Financial Statements
Ordinary Resolution 2.1: re-election of 252,329,962 88,16487% 95,26552% 4,73448% 0,00008%
directors – Ms SL Botha
Ordinary Resolution 2.2: withdrawn
Ordinary Resolution 2.3: re-election of 251,813,302 87,98435% 99,50375% 0,49625% 0,18061%
directors – Dr SP Sibisi
Ordinary Resolution 2.4: re-election of 252,329,962 88,16487% 96,53165% 3,46835% 0,00008%
directors – Mr JH Sutcliffe
Ordinary Resolution 2.5: re-election of 252,329,962 88,16487% 99,70988% 0,29012% 0,00008%
directors – Mr YGH Suleman
Ordinary Resolution 3: Re-appointment of 252,329,962 88,16487% 99,99118% 0,00882% 0,00008%
independent external auditors
Ordinary Resolution 4: Placing unissued 252,329,962 88,16487% 97,94420% 2,05580% 0,00008%
ordinary shares under the control of the
directors
Ordinary Resolution 5 – Placing unissued 252,329,962 88,16487% 94,60197% 5,39803% 0,00008%
preference shares under the control of
the directors
Ordinary Resolution 6: General authority 252,329,962 88,16487% 98,07393% 1,92607% 0,00008%
to issue shares for cash
Ordinary Resolution 7.1: Election of 252,329,962 88,16487% 100,00000% 0,00000% 0,00008%
audit and actuarial committee member – Mr
MG Ilsley
Ordinary Resolution 7.2: Election of 252,329,962 88,16487% 100,00000% 0,00000% 0,00008%
audit and actuarial committee member – Mr
AWB Band
Ordinary Resolution 7.3: Election of 252,329,962 88,16487% 100,00000% 0,00000% 0,00008%
audit and actuarial committee member – Mr
AP Cunningham
Ordinary Resolution 7.4: Election of 252,329,962 88,16487% 100,00000% 0,00000% 0,00008%
audit and actuarial committee member – Mr
YGH Suleman
Ordinary Resolution 7.5: Election of 252,329,962 88,16487% 100,00000% 0,00000% 0,00008%
audit and actuarial committee member – Mr
JH Sutcliffe
Ordinary Resolution 8: Liberty 252,329,845 88,16483% 98,99848% 1,00152% 0,00012%
remuneration policy
Special Resolution 1: Issue of ordinary 252,329,962 88,16487% 88,47871% 11,52129% 0,00008%
shares for share incentive schemes
Special Resolution 2: Fees of non-
executive directors
Special Resolution 2.1: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
Board
Special Resolution 2.2: Lead independent 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
director
Special Resolution 2.3: Board member 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
Special Resolution 2.4: International 252,329,962 88,16487% 99,97174% 0,02826% 0,00008%
board member, member of committees and
subsidiary board and chairman of a sub-
committee
Special Resolution 2.5: International 252,329,962 88,16487% 99,97174% 0,02826% 0,00008%
board member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group audit and actuarial committee
Special Resolution 2.7: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group audit and actuarial committee
Special Resolution 2.8: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group actuarial committee
Special Resolution 2.9: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group actuarial committee
Special Resolution 2.10: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group risk committee
Special Resolution 2.11: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group risk committee
Special Resolution 2.12: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group remuneration committee
Special Resolution 2.13: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group remuneration committee
Special Resolution 2.14: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group social, ethics and transformation
committee
Special Resolution 2.15: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group social, ethics and transformation
committee
Special Resolution 2.16: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group directors’ affairs committee
Special Resolution 2.17: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group IT committee
Special Resolution 2.18: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
group IT committee
Special Resolution 2.19: Chairman of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
STANLIB Limited board
Special Resolution 2.20: Member of the 252,329,962 88,16487% 99,97179% 0,02821% 0,00008%
STANLIB Limited board
Special Resolution 2.21: Fee per ad hoc 252,329,962 88,16487% 99,88306% 0,11694% 0,00008%
board meeting
Special Resolution 2.22: Fee per ad hoc 252,329,962 88,16487% 99,88306% 0,11694% 0,00008%
board committee meeting
Special Resolution 3.1 – Financial 252,329,962 88,16487% 99,91654% 0,08346% 0,00008%
assistance to related or inter-related
company
Special Resolution 3.2 – Financial 252,329,962 88,16487% 99,52765% 0,47235% 0,00008%
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 252,230,036 88,12996% 99,64739% 0,35261% 0,03500%
to repurchase company shares
* 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 20 May 2016, 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 19 May 2016.
Braamfontein
20 May 2016
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 20/05/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.