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Results of the Second Annual General Meeting of Shareholders
LIBERTY TWO DEGREES LIMITED
(Registration number: 2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
(“L2D” or “the Company”)
RESULTS OF THE SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS
L2D shareholders are advised that at the second annual general meeting of shareholders of the Company held at
10h00 on Wednesday, 20 May 2020 (“Annual General Meeting”), all the ordinary and special resolutions, as set
out in the Notice of the Annual General Meeting, were passed by the requisite majority of votes of shareholders
present by means of electronic participation or represented by proxy.
- As at Friday, 15 May 2020, being the Annual General Meeting Record Date (“Voting Record Date”), the total
number of L2D ordinary shares in issue (“L2D Issued Ordinary Shares”) was 908 443 334;
- The L2D Issued Ordinary Shares eligible to vote by being present by means of electronic participation or by
submitting proxies was 865 579 020, being 95.277% of the L2D Issued Ordinary Shares.
The voting results were as follows:
1. Ordinary resolution number 1 – Annual Financial Statements
The audited annual financial statements of the Company and group for the year ended 31 December 2019
were adopted.
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.999 0.001 865 538 702 95.277 0.004
2. Ordinary resolution number 2 – Confirmation of non-executive director appointed by the Board of
Directors
Shares
Total Shares voted
abstained
Directors For Against
Number %(1) %(1)
(%) (%)
2.1 Mr D Munro 99.069 0.931 865 525 702 95.276 0.006
3. Ordinary resolution number 3 – Re-election of non-executive directors
Shares
Total Shares voted
abstained
Directors For Against
Number %(1) %(1)
(%) (%)
3.1 Mr A Band 99.124 0.876 865 525 952 95.276 0.006
3.2 Ms L Ntuli 99.768 0.232 865 525 952 95.276 0.006
4. Ordinary resolution number 4 – Election of audit and risk committee members
Shares
Total Shares voted
abstained
Directors For Against
Number %(1) %(1)
(%) (%)
4.1 Ms Z Adams 99.998 0.002 865 525 952 95.276 0.006
4.2 Mr W Cesman 99.998 0.002 865 525 702 95.276 0.006
4.3 Ms L Ntuli 99.769 0.231 865 525 952 95.276 0.006
5. Ordinary resolution number 5 – Appointment of PricewaterhouseCoopers Inc. as independent
registered auditor and note that M J Basson will be the individual registered auditor
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.941 0.059 865 541 952 95.277 0.004
6. Ordinary resolution number 6 – Approval of the remuneration policy by way of a non-binding advisory
vote
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.137 0.863 865 523 952 95.276 0.006
7. Ordinary resolution number 7 – Approval of the remuneration implementation report by way of a non-
binding advisory vote
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
98.639 1.361 865 507 952 95.274 0.008
8. Ordinary resolution number 8 – Approval of new L2D restricted share plan
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.169 0.831 865 505 952 95.274 0.008
9. Ordinary resolution number 9 – To place the unissued authorised ordinary shares under the control of
the directors
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
85.587 14.413 865 531 952 95.276 0.005
10. Ordinary resolution number 10 – General authority to issue shares for cash
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
97.381 2.619 864 745 712 95.190 0.092
11. Special resolution number 1 – Non-executive directors’ remuneration 2020
Shares
Total Shares voted
abstained
Board For Against
Number %(1) %(1)
(%) (%)
1.1 Chairman 98.828 1.172 865 523 952 95.276 0.006
1.2 Lead Independent
Director 98.932 1.068 865 523 952 95.276 0.006
1.3 Member 98.932 1.068 865 526 952 95.276 0.006
1.4 International Member 98.827 1.173 865 526 952 95.276 0.006
Committees
1.5 Audit and Risk Chairman 98.828 1.172 865 526 952 95.276 0.006
1.6 Audit and Risk Member 98.828 1.172 865 526 952 95.276 0.006
1.7 Social, Ethics &
Transformation Chairman 98.931 1.069 865 526 952 95.276 0.006
1.8 Social, Ethics &
Transformation Member 98.819 1.181 865 526 952 95.276 0.006
1.9 Remuneration and
Nomination Chairman 98.827 1.173 865 526 952 95.276 0.006
1.10 Remuneration and
Nomination Member 98.819 1.181 865 526 952 95.276 0.006
1.11 Other committee
meetings 98.932 1.068 865 526 952 95.276 0.006
12. Special resolution number 2 – Financial assistance to related and inter-related parties
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.490 0.510 865 541 952 95.277 0.004
13. Special resolution number 3 – General authority to repurchase shares
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
98.163 1.837 865 541 952 95.277 0.004
(1) Expressed as a percentage of 908 443 334 L2D ordinary shares in issue as at the Voting Record Date of Friday,
15 May 2020.
Johannesburg
20 May 2020
Sponsor
The Standard Bank of South Africa Limited
Investor Relations
Gareth Rees
Contact number: 011 448 6804
Date: 20-05-2020 03:00:00
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