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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 16 April 2019 and
tabled at the Company’s AGM held today, Friday 17 May 2019, 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 250,158,825 87.41% 100.00% 0.00% 0.45%
Financial Statements
Ordinary Resolution 2.1: re-election of 251,388,154 87.84% 100.00% 0.00% 0.02%
directors – Ms MW Hlahla
Ordinary Resolution 2.2: re-election of 251,388,095 87.84% 98.33% 1.67% 0.02%
directors – Mr JH Maree
Ordinary Resolution 2.3: re-election of 251,388,154 87.84% 96.24% 3.76% 0.02%
directors – Mr JH Sutcliffe
Ordinary Resolution 2.4: re-election of 251,388,154 87.84% 98.27% 1.73% 0.02%
directors – Mr SK Tshabalala
Ordinary Resolution 2.5: re-election of 251,388,095 87.84% 100.00% 0.00% 0.02%
directors – Mr SP Ridley
Ordinary Resolution 2.6: re-election of 251,388,154 87.84% 100.00% 0.00% 0.02%
directors – Ms T Skweyiya
Ordinary Resolution 2.7: re-election of 251,388,095 87.84% 100.00% 0.00% 0.02%
directors – Mr H Walker
Ordinary Resolution 3: Re-appointment of 251,388,095 87.84% 91.35% 8.65% 0.02%
independent external auditors
Ordinary Resolution 4: Place unissued 251,167,411 87.76% 97.36% 2.64% 0.10%
ordinary shares under the control of the
directors
Ordinary Resolution 5: General authority 251,167,231 87.76% 95.02% 4.98% 0.10%
to issue shares for cash
Ordinary Resolution 6.1: Election of 251,388,154 87.84% 100.00% 0.00% 0.02%
group audit and actuarial committee
member – Mr YGH Suleman Chairman)
Ordinary Resolution 6.2: Election of 251,388,154 87.84% 97.28% 2.72% 0.02%
group audit and actuarial committee
member – Mr AWB Band
Ordinary Resolution 6.3: Election of 251,388,154 87.84% 98.40% 1.60% 0.02%
group audit and actuarial committee
member – Mr AP Cunningham
Ordinary Resolution 6.4: Election of 251,388,154 87.84% 100.00% 0.00% 0.02%
group audit and actuarial committee
member – Ms NY Khan
Ordinary Resolution 6.5: Election of 251,388,154 87.84% 94.88% 5.12% 0.02%
group audit and actuarial committee
member – Mr JH Sutcliffe
Ordinary Resolution 7: Liberty 251,167,352 87.76% 92.03% 7.97% 0.10%
remuneration policy
Ordinary Resolution 8: Liberty 251,167,117 87.76% 90.10% 9.90% 0.10%
implementation report
Special Resolution 1: Issue of ordinary 251,388,154 87.84% 88.44% 11.56% 0.02%
shares for share incentive schemes
Special Resolution 2.1: Fees of non- 251,167,018 87.76% 99.48% 0.52% 0.10%
executive directors - Chairman of the
board
Special Resolution 2.2: Lead independent 251,167,018 87.76% 99.48% 0.52% 0.10%
director
Special Resolution 2.3: Board member 251,166,959 87.76% 99.98% 0.02% 0.10%
Special Resolution 2.4: International 251,166,959 87.76% 97.14% 2.86% 0.10%
board member, member of committees and
subsidiary board and chairman of a sub-
committee
Special Resolution 2.5: International 251,167,018 87.76% 97.14% 2.86% 0.10%
board member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group audit and actuarial committee
Special Resolution 2.7: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group audit and actuarial committee
Special Resolution 2.8: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group actuarial committee
Special Resolution 2.9: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group actuarial committee
Special Resolution 2.10: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group risk committee
Special Resolution 2.11: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group risk committee
Special Resolution 2.12: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group remuneration committee
Special Resolution 2.13: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group remuneration committee
Special Resolution 2.14: Chairman of the 251,166,959 87.76% 99.98% 0.02% 0.10%
group social, ethics and transformation
committee
Special Resolution 2.15: Member of the 251,166,959 87.76% 99.98% 0.02% 0.10%
group social, ethics and transformation
committee
Special Resolution 2.16: Member of the 251,166,959 87.76% 99.98% 0.02% 0.10%
group directors’ affairs committee
Special Resolution 2.17: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group IT committee
Special Resolution 2.18: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
group IT committee
Special Resolution 2.19: Chairman of the 251,167,018 87.76% 99.98% 0.02% 0.10%
STANLIB Limited board
Special Resolution 2.20: Member of the 251,167,018 87.76% 99.98% 0.02% 0.10%
STANLIB Limited board
Special Resolution 2.21: Fee per ad hoc 251,167,018 87.76% 99.96% 0.04% 0.10%
board meeting
Special Resolution 2.22: Fee per ad hoc 251,167,018 87.76% 99.96% 0.04% 0.10%
board committee meeting
Special Resolution 3.1 – Financial 251,387,581 87.84% 99.49% 0.51% 0.02%
assistance to related or inter-related
company
Special Resolution 3.2 – Financial 251,387,761 87.84% 99.56% 0.44% 0.02%
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 251,357,613 87.83% 98.14% 1.86% 0.03%
for an acquisition of shares issued by
the company
* 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 17 May 2019, 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 16 May 2019.
Braamfontein
17 May 2019
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 17/05/2019 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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