Results of Annual General Meeting and Notice in Terms of Section 45 of the Companies Act 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 and notice in terms of section 45 of the Companies Act Liberty Holdings is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice of the AGM dated 1 March 2018 and tabled at the Company’s AGM held today, Friday 18 May 2018, 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 voted shares For** Against** Abstained* voted* Ordinary Resolution 1: Adoption of Annual 244 602 899 85.47% 100.00% 0.00% 0.41% Financial Statements Ordinary Resolution 2.1: re-election of 245 591 979 85.81% 96.03% 3.97% 0.06% directors – Ms SL Botha Ordinary Resolution 2.2: re-election of 245 461 979 85.77% 98.96% 1.04% 0.11% directors – Mr AP Cunningham Ordinary Resolution 2.3: re-election of 245 591 979 85.81% 98.91% 1.09% 0.06% directors – Dr SP Sibisi Ordinary Resolution 2.4: re-election of 245 591 979 85.81% 100% 0.00% 0.06% directors – Mr YGH Suleman Ordinary Resolution 2.5: re-election of 245 591 979 85.81% 99.91% 0.09% 0.06% directors – Ms NY Khan Ordinary Resolution 3: Re-appointment of 240 432 550 84.01% 91.39% 8.61% 1.87% independent external auditors Ordinary Resolution 4: Place unissued 245 557 743 85.80% 97.38% 2.62% 0.08% ordinary shares under the control of the directors Ordinary Resolution 5: General authority 245 557 743 85.80% 96.20% 3.80% 0.08% to issue shares for cash Ordinary Resolution 6.1: Election of 245 591 979 85.81% 100% 0.00% 0.06% group audit and actuarial committee member – Mr YGH Suleman Chairman) Ordinary Resolution 6.2: Election of 245 591 979 85.81% 98.77% 1.23% 0.06% group audit and actuarial committee member – Mr AWB Band Ordinary Resolution 6.3: Election of 245 461 979 85.77% 98.77% 1.23% 0.11% group audit and actuarial committee member – Mr AP Cunningham Ordinary Resolution 6.4: Election of 245 591 979 85.81% 99.91% 0.09% 0.06% group audit and actuarial committee member – Ms NY Khan Ordinary Resolution 6.5: Election of 245 461 979 85.77% 98.77% 1.23% 0.11% group audit and actuarial committee member – Mr JH Sutcliffe Ordinary Resolution 7: Liberty 245 591 979 85.81% 97.48% 2.52% 0.06% remuneration policy Ordinary Resolution 8: Liberty 245 591 979 85.81% 81.94% 18.06% 0.06% implementation report Special Resolution 1: Issue of ordinary 245 593 055 85.81% 86.06% 13.94% 0.06% shares for share incentive schemes Special Resolution 2.1: Fees of non- 245 591 979 85.81% 98.65% 1.35% 0.06% executive directors - Chairman of the board Special Resolution 2.2: Lead independent 245 591 979 85.81% 99.49% 0.51% 0.06% director Special Resolution 2.3: Board member 245 591 979 85.81% 99.94% 0.06% 0.06% Special Resolution 2.4: International 245 591 979 85.81% 99.85% 0.15% 0.06% board member, member of committees and subsidiary board and chairman of a sub- committee Special Resolution 2.5: International 245 591 979 85.81% 99.85% 0.15% 0.06% board member, member of committees and subsidiary board and chairman of a committee Special Resolution 2.6: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% group audit and actuarial committee Special Resolution 2.7: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% group audit and actuarial committee Special Resolution 2.8: Chairman of the 245 591 979 85.81% 99.85% 0.15% 0.06% group actuarial committee Special Resolution 2.9: Member of the 245 591 979 85.81% 99.85% 0.15% 0.06% group actuarial committee Special Resolution 2.10: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% group risk committee Special Resolution 2.11: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% group risk committee Special Resolution 2.12: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% group remuneration committee Special Resolution 2.13: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% group remuneration committee Special Resolution 2.14: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% group social, ethics and transformation committee Special Resolution 2.15: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% group social, ethics and transformation committee Special Resolution 2.16: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% group directors’ affairs committee Special Resolution 2.17: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% group IT committee Special Resolution 2.18: Member of the 245 591 979 85.81% 99.76% 0.24% 0.06% group IT committee Special Resolution 2.19: Chairman of the 245 591 979 85.81% 99.93% 0.07% 0.06% STANLIB Limited board Special Resolution 2.20: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% STANLIB Limited board Special Resolution 2.21: Chairman of the 245 591 979 85.81% 99.94% 0.06% 0.06% Liberty short term insurance board Special Resolution 2.22: Member of the 245 591 979 85.81% 99.94% 0.06% 0.06% Liberty short term insurance board Special Resolution 2.23: Fee per ad hoc 245 591 979 85.81% 99.90% 0.10% 0.06% board meeting Special Resolution 2.22: Fee per ad hoc 245 591 979 85.81% 99.90% 0.10% 0.06% board committee meeting Special Resolution 3.1 – Financial 245 591 979 85.81% 100% 0.00% 0.06% assistance to related or inter-related company Special Resolution 3.2 – Financial 245 556 667 85.80% 99.29% 0.71% 0.08% 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 245 477 587 85.77% 98.28% 1.72% 0.10% for an acquisition of shares issued by the company Special Resolution 5 – Amend authorised 240 073 804 83.88% 96.15% 3.85% 1.99% share capital and memorandum of incorporation of the company and place the unissued preference shares under the control of the directors Special Resolution 6 – Approval of the 238 541 705 83.35% 82.19% 17.81% 2.53% Adoption of the Second Addendum to the Liberty Holdings Group Restricted Share Plan * 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 terms 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 18 May 2018, 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 utilised, will exceed 1/10th of 1% of the company’s net worth as at the date of the last board meeting, being 17 May 2018. Braamfontein 18 May 2018 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 18/05/2018 01:25:00 Produced by the JSE SENS Department. 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