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LIBERTY HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 20/05/2016 15:00
Code(s): LBH     PDF:  
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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 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Ordinary Resolution 2.2: withdrawn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

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