LIBERTY HOLDINGS LIMITED - Results of Annual General Meeting and Notice in Terms of Section 45 of the Companies Act

Release Date: 18/05/2018 13:25
Code(s): LBH
 
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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

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