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BARLOWORLD LIMITED - Results of AGM/ Changes in directorate

Release Date: 09/02/2017 12:03
Code(s): BAW BAWP     PDF:  
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Results of AGM/ Changes in directorate

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)
(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/ CHANGES IN DIRECTORATE

Shareholders are advised that, at the hundredth Annual
General Meeting of Barloworld Limited held on Wednesday, 8
February 2017, the ordinary and special resolutions,    as
set out in the notice of annual general meeting made
available on the company’s website on 20 December 2016 and
posted to members on 19 December 2016 were passed, on a
poll, by the requisite majority.

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:   164,530,726
being 77.36% of the total votable shares

Ordinary         Number of     Shares      Shares     Shares
resolutions      shares        voted for:  voted      abstained:
                 voted                     against:
1.Acceptance     153,618,004   153,618,004 -          1,021,430
of   financial
statements
                 % of total    % of shares % of       % of total
                 issued        voted       shares     issued
                 shares                    voted      shares
                 72.23%        100.00%     -          048%

2. Re-           154,621,764   123,554,569 31,067,195 71,244
election of
Adv DB           % of total    % of shares % of       % of total
Ntsebeza SC      issued        voted       shares     issued
                 shares                    voted      shares
                 72.70%        79.91%      20.09%     0.03%
3. Re-           154,646,753   154,646,753 -          30,111
election of
Mr SS            % of total    % of shares % of         % of total
Ntsaluba as a    issued        voted       shares       issued
member and       shares                    voted        shares
election as      72.71%        100.00%     -            0.01%
the chairman
of the audit
committee
4. Re-           154,873,299   145,502,073 9,371,226    30,111
election of
Ms B Ngonyama    % of total    % of shares % of         % of total
as a member      issued        voted       shares       issued
of the audit     shares                    voted        shares
committee        72.82%        93.95%      6.05%        0.01%
5. Election      154,646,753   154,646,753 -            30,111
of Ms FNO
Edozien as a     % of total    % of shares % of         % of total
member of the    issued        voted       shares       issued
audit            shares                    voted        shares
committee        72.71%        100.00%     -            0.01%

6.Appointment    154,647,053   126,559,657 28,087,396 29,811
of external
auditor          % of total    % of shares % of         % of total
                 issued        voted       shares       issued
                 shares                    voted        shares
                 72.71%        81.84%      18.16%       0.01%
7.Non-binding    155,049,330   125,006,866 30,042,464   33,361
advisory vote
on               % of total    % of shares % of         % of total
remuneration     issued        voted       shares       issued
policy           shares                    voted        shares
                 72.90%        80.62%      19.38%       0.02%

Special          Number    of Shares       Shares       Shares
resolutions      shares voted voted for:   voted        abstained:
                                           against:
1.1 Approval     154,607,342   154,590,035 17,307       69,521
of non-
executive        % of total    % of shares % of         % of total
directors fees   issued        voted       shares       issued
– chairman of    shares                    voted        shares
the board        72.69%        99.99%      0.01%        0.03%

1.2 Resident   154,638,753     154,622,196 16,557       38,110
non-executive
directors fees % of total      % of shares % of         % of total
                 issued        voted       shares    issued
                 shares                    voted     shares
                 72.71%        99.99%      0.01%     0.02%
1.3 Non-         154,638,753   154,634,685 4,068     38,110
resident non-
executive      % of total      % of shares % of      % of total
directors fees issued          voted       shares    issued
               shares                      voted     shares
               72.71%          100.00%     0.00%     0.02%
1.4 Chairman    154,638,753    154,625,196 13,557    38,110
of the audit
committee –     % of total     % of shares % of      % of total
(resident)fees issued          voted       shares    issued
                shares                     voted     shares
                72.71%         99.99%      0.01%     0.02%
1.5 Resident    154,629,063    154,612,506 16,557    47,800
members of the
audit           % of total     % of shares % of      % of total
committee fees issued          voted       shares    issued
                shares                     voted     shares
                72.70%         99.99%      0.01%     0.02%
1.6    Non    - 154,638,753    154,632,976 5,777     38,110
resident
members of the % of total      % of shares %      of % of total
audit           issued         voted       shares    issued
committee fees shares                      voted     shares
                72.71%         100.00%     0.00%     0.02%
1.7 Chairman    154,638,753    154,632,976 5,777     38,110
of the
remuneration    % of total     % of shares % of      % of total
committee       issued         voted       shares    issued
(non-           shares                     voted     shares
resident)fees   72.71%         100.00%     0.00%     0.02%

1.8   Chairman   154,638,753   154,622,796 16,557    38,110
of         the
remuneration     % of total    % of shares % of      % of total
committee        issued        voted       shares    issued
(resident)fees   shares                    voted     shares
                 72.71%                    0.01%     0.02%
1.9 Chairman     154,638,762   153,994,376 644,386   38,110
of the social,
ethics and     % of total      % of shares % of      % of total
transformation issued          voted       shares    issued
committee      shares                      voted     shares
(resident)fees 72.71%          99.58%      0.42%        0.02%

1.10 Chairman    154,638,653   153,554,267 644,386      38,210
of the risk
and              % of total    % of shares % of         % of total
sustainability   issued        voted       shares       issued
committee        shares                    voted        shares
(resident)fees   72.71%        99.58%      0.42%        0.02%

1.11 Chairman    153,603,550   153,959,164 644,386      69,621
of the general
purposes         % of total    % of shares %       of   % of total
committee        issued        voted       shares       issued
(resident)fees   shares                    voted        shares
                 72.22%        99.58%      0.42%        0.03%
1.12 Chairman    154,607,242   153,962,856 344,386      69,621
of the
nomination     % of total      % of shares % of         % of total
committee      issued          voted       shares       issued
(resident)fees shares                      voted        shares
               72.55%          99.78%      0.22%        0.03%
1.13 Resident  154,638,653     153,994,267 644,386      38,210
members of
each of the    % of total      % of shares % of         % of total
board          issued          voted       shares       issued
committees     shares                      voted        shares
other than     72.71%          99.58%      0.42%        0.02%
audit
committee
1.14 Non-      154,638,653     154,634,585 4,068        38,210
resident
members of     % of total      % of shares % of         % of total
each of the    issued          voted       shares       issued
board          shares                      voted        shares
committees     72.71%          100.00%     0.00%        0.02%

2. Approval of   154,641,653   154,580,353 61,300       35,210
loans or other
financial        % of total    % of shares % of         % of total
assistance to    issued        voted       shares       issued
related or       shares                    voted        shares
inter-related    72.71%        99.96%      0.04%        0.02%
companies and
corporations

3. General       154,596,275   154,337,039 259,236      80,588
authority to
acquire the     % of total   % of shares % of       % of total
company’s own   issued       voted       shares     issued
shares          shares                   voted      shares
                72.69%       99.83%      0.17%      0.04%

DIRECTORATE CHANGES

Messrs Peter Bulterman, Steven Pfeiffer and Clive Thomson
retired from the Barloworld Limited board at the annual
general meeting.

Mr Steve Pfeiffer, having reached the retirement age for
non-executive directors of 70 years, retired from the board
and as chairman of the remuneration committee and member of
other sub-committees of the board.

Mr Clive Thomson retired as executive director of the
board, member of sub-committees and CEO of the Barloworld
Group as part of a structured succession plan. C Thomson,
however, remains in the employ of the Company in an
advisory capacity for a short period to ensure an effective
handover process and seamless leadership transition to
incoming CEO Mr Dominic Sewela.

Mr Peter Bulterman retired as executive director of the
board in terms of a planned process to reduce the number of
executives represented on the board. P Bulterman remains in
the employ of the Company as the CEO of the Equipment
division.

As a result of the announced disposal of the Handling and
Agriculture South Africa businesses into a 50:50 joint
venture with Baywa AG, the CEO of the Barloworld Handling
division, Mr John Blackbeard, will retire from the Company
and the board of Barloworld Limited and its sub-committees
at the end of April 2017 having successfully executed the
rationalisation of our local and international Handling
operations.

The directors of Barloworld extend their thanks to the
above directors for their service and contributions during
their tenure on the board.

The   following   Barloworld Limited  board       committee
appointments were approved by the board with      immediate
effect:
General Purposes committee - Dominic Sewela
Social, Ethics and Transformation committee      -   Dominic
Sewela
Remuneration committee - Neo Dongwana


Sandton
9 February 2017

Sponsor: J.P. Morgan Equities South Africa Proprietary
Limited

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