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Results of annual general meeting
Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income tax registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
("Barloworld" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (the “AGM”) of Barloworld held
electronically on Thursday, 11 February 2021 were as follows:
Ordinary shareholders
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares voted shares in
issue*
%
Ordinary resolution 1: 168 310 362 83.73 100.00 0.00 0.22
Acceptance of annual financial
statements
Ordinary resolution 2: 168 696 538 83.92 75.26 24.74 0.03
Re-election of Ms HH Hickey
Ordinary resolution 3: 168 696 538 83.92 76.03 23.97 0.03
Re-election of Ms NP Mnxasana
Ordinary resolution 4: 168 696 538 83.92 99.70 0.30 0.03
Re-election of Mr P Schmid
Ordinary resolution 5: 168 696 538 83.92 74.80 25.20 0.03
Election of Ms HH Hickey as a
member and chair of the audit
and risk committee
Ordinary resolution 6: 130 837 166 65.08 80.32 19.68 18.86
Re-election of Mr MD Lynch-
Bell as a member of the audit
and risk committee
Ordinary resolution 7: 168 696 538 83.92 75.57 24.43 0.03
Re-election of Ms NP Mnxasana
as a member of the audit and
risk committee
Ordinary Resolution 8: 168 696 538 83.92 99.41 0.59 0.03
Election of Mr HN Molotsi as a
member of the audit and risk
committee
Ordinary Resolution 9: 168 697 638 83.92 99.99 0.01 0.03
Appointment of external
auditor
Ordinary Resolution 10: 168 684 015 83.91 75.17 24.83 0.03
Non-binding advisory vote on
remuneration policy
Ordinary Resolution 11: 168 684 015 83.91 75.16 24.84 0.03
Non-binding advisory vote on
remuneration implementation
report
Special resolution 1:
Approval of non-executive
directors’ fees
1.1 Chairman of the board 168 682 313 83.91 74.28 25.72 0.03
1.2 Resident non-executive 128 713 512 64.03 99.97 0.03 19.92
directors
1.3 Non-resident non- 128 713 512 64.03 99.21 0.79 19.92
executive directors
1.4 Resident chairman of the 128 713 512 64.03 99.97 0.03 19.92
audit and risk committee
1.5 Resident members of the 128 713 512 64.03 99.97 0.03 19.92
audit and risk committee
1.6 Non-resident members of 128 713 512 64.03 99.97 0.03 19.92
the audit and risk committee
1.7 Non-resident chairman of 128 713 512 64.03 99.97 0.03 19.92
the remuneration committee
1.8 Resident chairman of the 128 713 512 64.03 99.97 0.03 19.92
remuneration committee
1.9 Resident chairman of the 128 714 762 64.03 99.97 0.03 19.92
social, ethics and
transformation committee
1.10 Resident chairman of the 128 713 512 64.03 99.97 0.03 19.92
strategy and investment
committee
1.11 Resident chairman of the 128 713 512 64.03 99.97 0.03 19.92
nomination committee
1.12 Resident members of 128 713 512 64.03 99.97 0.03 19.92
each of the board committees
other than audit and risk
committee
1.13 Non-resident members of 128 713 512 64.03 99.97 0.03 19.92
each of the board committees
other than audit and risk
committee
Special resolution 2:
Approval of non-executive
directors’ fees for special
projects
2.1 Resident chairman of the 128 716 512 64.03 75.74 24.26 19.91
ad hoc committee
2.2 Resident member of the 128 713 512 64.03 75.73 24.27 19.92
ad hoc committee
2.3 Non-resident chairman of 128 716 512 64.03 75.73 24.27 19.91
the ad hoc committee
2.4 Non-resident member of 128 716 512 64.03 75.73 24.27 19.91
the ad hoc committee
Special resolution 3: 168 697 538 83.92 98.56 1.44 0.03
Approval of loans or other
financial assistance to related
or inter-related companies
and corporations
Special resolution 4: 168 697 538 83.92 99.94 0.06 0.03
General authority to acquire
the Company’s own shares
* Based on 201 025 646 ordinary shares in issue as at the date of the AGM.
** In relation to the total number of ordinary shares voted at the AGM.
*** In relation to the total number of ordinary shares in issue as at the date of the AGM.
Preference shareholders
Resolution Number of Percentage For** Against** Abstained***
preference of preference % % %
shares voted shares in
issue*
%
Special resolution 4: 0 0.00 0.00 0.00 0.08
General authority to acquire
the Company’s own shares
* Based on 375 000 preference shares in issue as at the date of the AGM.
** In relation to the total number of preference shares voted at the AGM.
*** In relation to the total number of preference shares in issue as at the date of the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of Barloworld shareholders
represented at the AGM, except for special resolution number 1.1 relating to the fees of the chairman of the board of
directors.
11 February 2021
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 11-02-2021 05:11:00
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