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LIBERTY TWO DEGREES LIMITED - Results of the First Annual General Meeting of Shareholders and Operational Update

Release Date: 10/05/2019 16:05
Code(s): L2D     PDF:  
 
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Results of the First Annual General Meeting of Shareholders and Operational Update

LIBERTY TWO DEGREES LIMITED
(Registration number: 2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
(“L2D” or “the Company”)


RESULTS OF THE FIRST ANNUAL GENERAL MEETING OF SHAREHOLDERS AND OPERATIONAL
UPDATE

L2D shareholders are advised that at the first annual general meeting of shareholders of the Company held at 12h00
on Friday, 10 May 2019 (“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 in person or
represented by proxy.

-    As at Friday, 3 May 2019, 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 in person or by submitting proxies was 882
     609 278, being 97.16% of the L2D Issued Ordinary Shares.

The voting results were as follows:

1.   Ordinary Resolution Number 1 – Adoption of Annual Financial Statements

                                                                                                       Shares
                                         Total Shares voted
                                                                                                      abstained
            For (%)              Against (%)             Number                   %(1)                   %(1)
           99.997%                    0.003%           881 644 800              97.052%                0.104%


2.   Ordinary resolution 2 – Election of directors appointed by the Board of Directors

                                                                                                      Shares
                                                        Total Shares voted
                                                                                                       abstained
      Directors                                     Against
                                        For (%)                      Number               %(1)             %(1)
                                                     (%)
      2.1 Mr B Azizollahoff            99.997%      0.003%        881 664 800        97.052%             0.104%
      2.2 Ms Z Adams                   99.997%      0.003%        881 664 800        97.052%             0.104%

3.   Ordinary resolution 3 – Election of Audit and Risk Committee Members

                                                                                                        Shares
                                                       Total Shares voted
                                                                                                       abstained
      Directors                                     Against
                                       For (%)                       Number                %(1)            %(1)
                                                     (%)
      3.1 Mr C Cesman                 99.997%       0.003%        881 664 800            97.054%         0.102%
      3.2 Mr B Azizollahoff           99.997%       0.003%        881 664 800            97.052%         0.104%
      3.3 Ms Z Adams                  99.997%       0.003%        881 664 800            97.052%         0.104%
4.   Ordinary Resolution Number 4 – Appointment of PricewaterhouseCoopers Inc. as auditor and note
     that Ms J Basson will be the individual registered auditor

                                                                                                   Shares
                                   Total Shares voted
                                                                                                  abstained
           For (%)            Against (%)           Number                    %(1)                   %(1)
          99.933%               0.067%            881 644 800               97. 052%               0.067%

5.   Ordinary Resolution Number 5 – Approval of the Remuneration Policy by way of a non-binding advisory
     vote

                                  Total Shares voted                                          Shares abstained
           For (%)            Against (%)           Number                   %(1)                   %(1)
          83.853%              16.147%            881 659 800           97.052%                   0.105%


6.   Ordinary Resolution Number 6 – Approval of the Remuneration Implementation Report by way of a non-
     binding advisory vote


                                  Total Shares voted                                          Shares abstained
           For (%)            Against (%)           Number                   %(1)                   %(1)
          84.383%              15.617%            881 659 800           97.052%                   0.105%


7.   Ordinary Resolution Number 7 – To place the unissued authorised ordinary shares under the control of
     the directors

                                  Total Shares voted                                          Shares abstained
           For (%)            Against (%)           Number                   %(1)                   %(1)
          82.805%              17.195%            881 664 800           97.052%                   0.104%


8.   Ordinary Resolution Number 8 – General authority to issue ordinary shares for cash

                                  Total Shares voted                                          Shares abstained
           For (%)            Against (%)           Number                   %(1)                   %(1)
          98.449%               1.551%            881 664 800           97.052%                   0.104%

9.   Special Resolution Number 1 – Non-executive directors’ remuneration 2019
                                                                                                    Shares
                                                       Total Shares voted
                                                                                                     abstained
      Board                                      Against
                                    For (%)                       Number               %(1)                %(1)
                                                  (%)
   1.1 Chairman                         99.931%        0.069%          881 664 800         97.052%           0.104%
   1.2 Lead Independent
       Director                         99.997%        0.003%          881 664 800         97.052%           0.104%
      1.3 Member                        99.997%        0.003%          881 664 800         97.052%           0.104%
      1.4 International Member          99.931%        0.069%          881 664 800         97.052%           0.104%
      
     Committees                                    
                                                                      
                                                        
   1.5 Audit and Risk Chairman          99.931%        0.069%          881 664 800         97.052%           0.104%
   1.6 Audit and Risk Member            99.996%        0.004%          881 664 800         97.052%           0.104%
   1.7 Social, Ethics &
       Transformation
       Chairman                         99.927%        0.073%          881 664 800         97.052%           0.104%
   1.8 Social, Ethics &
       Transformation Member            99.991%        0.009%          881 664 800         97.052%           0.104%
   1.9 Remuneration and
       Nomination Chairman              99.927%        0.073%          881 664 800         97.052%           0.104%
   1.10 Remuneration and
       Nomination Member                99.991%        0.009%          881 664 800         97.030%           0.126%
   1.11 Other committee
       meetings Member                  99.996%        0.004%          881 664 800         97.076%           0.139%

10. Special Resolution Number 2 – Financial assistance to related and inter-related parties

                                       Total Shares voted                                            Shares abstained
           For (%)                Against (%)              Number                  %(1)                    %(1)
           99.758%                  0.242%              881 349 577              97.018%                 0.139%

11. Special Resolution Number 3 – General authority to repurchase ordinary shares

                                       Total Shares voted                                            Shares abstained
           For (%)                Against (%)              Number                  %(1)                    %(1)
           98.877%                  1.123%              881 664 800              97.053%                 0.104%

(1) Expressed   as a percentage of 908 443 334 L2D ordinary shares in issue as at the Voting Record Date of Friday,
3 May 2019.

Operational update

L2D’s performance in 2018, the corporate conversion and refreshed strategy were well received by the market in
the first few months of 2019. It has also been encouraging to see that the key indicators of the business continue
to show a steady upwards trajectory, especially vacancies and trading densities. The share price performed well
in April 2019 and outperformed both the SAPY and All Share.

L2D’s vision to be the leading South African precinct focused, retail-centred REIT remains relevant and the
leadership is committed to drive it forward with passion to capture the opportunities of the fast-changing
environment. L2D has a clear and focused strategy that is captured in the strategic pillars being: driving the future
proofing of our assets, passionate people and grow to make an impact. There are five building blocks embedded
within the driving to future proofing our assets strategic pillar, which are embracing technology, time is valuable,
curating experiences, community place making and sustainable and flexible.

As announced to the press today, L2D is taking a bold step to eradicate plastic shopping bags across its malls by
1 January 2020. L2D believes that the future of retail is defined by a continued adaption of standards that meet
national and global sustainability goals. The company has therefore embedded sustainability values into the fabric
of the organisation to deliver on these essentials and to achieve its vision of a Net Zero sustainability target by
2030, which sees the reduction of usage of energy and water as well as an efficient waste management system.
The commitment of L2D’s valued tenants, many of whom have already made this declaration publicly, will be
crucial in implementing the policy. The production of plastic, particularly single-use plastics is one of the
environment’s greatest risks, having reached an epidemic proportion.

This operational update has not been reviewed and reported on by the Company’s external auditors. L2D will be
hosting a pre-close conference call at 14h00 on Tuesday, 28 May 2019 and will provide further details on its
operational performance at that time.

Johannesburg
10 May 2019

Sponsor
The Standard Bank of South Africa Limited

Investor Relations
Gareth Rees
Contact number: 011 448 6804

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