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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 31 March 2021 and
tabled at the Company’s AGM held today, Thursday, 13 May 2021, 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 245,916,484 85.92% 100.00% 0.00% 0.07%
Financial Statements
Ordinary Resolution 2.1: re-election of 246,104,685 85.99% 97.48% 2.52% 0.00%
directors – Mr S Ridley
Ordinary Resolution 2.2: re-election of 246,104,685 85.99% 99.98% 0.02% 0.00%
directors – Ms T Skweyiya
Ordinary Resolution 2.3: re-election of 246,104,685 85.99% 99.98% 0.02% 0.00%
directors – Mr H Walker
Ordinary Resolution 2.4: re-election of 246,104,685 85.99% 99.95% 0.05% 0.00%
directors – Ms L Hartnady
Ordinary Resolution 2.5: re-election of 246,104,745 85.99% 99.98% 0.02% 0.00%
directors – Mr P Mhlanga
Ordinary Resolution 3: Re-appointment of 244,470,095 85.42% 88.80% 11.20% 0.57%
independent external auditors
Ordinary Resolution 4: Place unissued 246,104,745 85.99% 91.63% 8.37% 0.00%
ordinary shares under the control of the
directors
Ordinary Resolution 5: Place unissued 246,104,745 85.99% 94.07% 5.93% 0.00%
preference shares under the control of
the directors
Ordinary Resolution 6: General authority 240,945,516 84.19% 89.50% 10.50% 1.80%
to issue shares for cash
Ordinary Resolution 7.1: Election of 246,104,745 85.99% 99.99% 0.01% 0.00%
group audit and actuarial committee
member – Mr YGH Suleman (Chairman)
Ordinary Resolution 7.2: Election of 246,104,745 85.99% 99.93% 0.07% 0.00%
group audit and actuarial committee
member – Ms N Khan
Ordinary Resolution 7.3: Election of 246,104,745 85.99% 98.32% 1.68% 0.00%
group audit and actuarial committee
member – Mr S Ridley
Ordinary Resolution 7.4: Election of 246,104,745 85.99% 100.00% 0.00% 0.00%
group audit and actuarial committee
member – Ms C Roskruge Cele
Ordinary Resolution 7.5: Election of 246,104,745 85.99% 89.74% 10.26% 0.00%
group audit and actuarial committee
member – Mr J Sutcliffe
Ordinary Resolution 7.6: Election of 246,104,745 85.99% 99.71% 0.29% 0.00%
group audit and actuarial committee
member - Mr H Walker
Ordinary Resolution 8: Liberty 246,104,595 85.99% 96.19% 3.81% 0.00%
remuneration policy
Ordinary Resolution 9: Liberty 246,104,607 85.99% 90.70% 9.30% 0.00%
implementation report
Special Resolution 1: Financial 246,104,681 85.99% 99.74% 0.26% 0.00%
Assistance to related or inter-related
company
Special Resolution 2.1: Fees of non- 246,104,595 85.99% 97.89% 2.11% 0.00%
executive directors - Chairman of the
board
Special Resolution 2.2: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive director - Lead independent
director
Special Resolution 2.3: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive director - Board member
Special Resolution 2.4: Fees of non- 246,104,595 85.99% 99.43% 0.57% 0.00%
executive directors - International board
member
Special Resolution 2.5: Fees of non- 246,104,595 85.99% 99.43% 0.57% 0.00%
executive directors - International board
member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Fees of non- 246,104,595 85.99% 99.76% 0.24% 0.00%
executive directors - Chairman of the
group audit and actuarial committee
Special Resolution 2.7: Fees of non- 246,104,595 85.99% 99.70% 0.30% 0.00%
executive directors - Member of the group
audit and actuarial committee
Special Resolution 2.8: Fees of non- 246,104,595 85.99% 99.70% 0.30% 0.00%
executive directors - Chairman of the
group actuarial committee
Special Resolution 2.9: Fees of non- 246,104,595 85.99% 99.70% 0.30% 0.00%
executive directors - Member of the group
actuarial committee
Special Resolution 2.10: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Chairman of the
group risk committee
Special Resolution 2.11: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the group
risk committee
Special Resolution 2.12: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Chairman of the
group remuneration committee
Special Resolution 2.13: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the group
remuneration committee
Special Resolution 2.14: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Chairman of the
group social, ethics and transformation
committee
Special Resolution 2.15: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the group
social, ethics and transformation
committee
Special Resolution 2.16: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the group
directors’ affairs committee
Special Resolution 2.17: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Chairman of the
group IT committee
Special Resolution 2.18: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the group
IT committee
Special Resolution 2.19: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Chairman of the
STANLIB Limited board
Special Resolution 2.20: Fees of non- 246,104,595 85.99% 100.00% 0.00% 0.00%
executive directors - Member of the
STANLIB Limited board
Special Resolution 2.21: Fee per ad hoc 246,104,595 85.99% 100.00% 0.00% 0.00%
board meeting
Special Resolution 2.22: Fee per ad hoc 246,104,595 85.99% 100.00% 0.00% 0.00%
board committee meeting
Special Resolution 3 – General authority 246,104,745 85.99% 98.19% 1.81% 0.00%
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 13 May 2021, 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.
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. 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 12 May
2021.
Braamfontein
13 May 2021
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 13-05-2021 04:15:00
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