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LIBERTY HOLDINGS LIMITED - Results of Annual General Meeting and notice in terms of section 45 of the Companies Act

Release Date: 17/05/2019 13:00
Code(s): LBH     PDF:  
 
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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

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