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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 2020 and
tabled at the Company’s AGM held today, Thursday, 14 May 2020, 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 244,243,711 85.34% 100.00% 0.00% 0.43%
Financial Statements
Ordinary Resolution 2.1: re-election of 245,417,776 85.75% 99.91% 0.09% 0.02%
directors – Ms N Khan
Ordinary Resolution 2.2: re-election of 245,417,776 85.75% 99.91% 0.09% 0.02%
directors – Ms C Roskruge Cele
Ordinary Resolution 2.3: re-election of 245,417,776 85.75% 99.28% 0.72% 0.02%
directors – Mr YGH Suleman
Ordinary Resolution 2.4: re-election of 245,417,776 85.75% 100.00% 0.00% 0.02%
directors – Mr N Criticos
Ordinary Resolution 3: Re-appointment of 245,418,776 85.75% 88.90% 11.10% 0.02%
independent external auditors
Ordinary Resolution 4: Place unissued 245,418,776 85.75% 96.52% 3.48% 0.02%
ordinary shares under the control of the
directors
Ordinary Resolution 5: Place unissued 245,418,776 85.75% 98.57% 1.43% 0.02%
preference shares under the control of
the directors
Ordinary Resolution 6: General authority 245,418,776 85.75% 93.66% 6.34% 0.02%
to issue shares for cash
Ordinary Resolution 7.1: Election of 245,417,776 85.75% 99.33% 0.67% 0.02%
group audit and actuarial committee
member – Mr YGH Suleman (Chairman)
Ordinary Resolution 7.2: Election of 245,417,776 85.75% 99.88% 0.12% 0.02%
group audit and actuarial committee
member – Ms N Khan
Ordinary Resolution 7.3: Election of 245,417,776 85.75% 95.14% 4.86% 0.02%
group audit and actuarial committee
member – Mr S Ridley
Ordinary Resolution 7.4: Election of 245,417,776 85.75% 99.88% 0.12% 0.02%
group audit and actuarial committee
member – Ms C Roskruge Cele
Ordinary Resolution 7.5: Election of 245,417,776 85.75% 97.41% 2.59%% 0.02%
group audit and actuarial committee
member – Mr JH Sutcliffe
Ordinary Resolution 7.6: Election of 245,417,776 85.75% 99.42% 0.58% 0.02%
group audit and actuarial committee
member - Mr H Walker
Ordinary Resolution 8: Liberty 244,934,147 85.58% 98.58% 1.42% 0.19%
remuneration policy
Ordinary Resolution 9: Liberty 245,017,661 85.61% 99.14% 0.86% 0.16%
implementation report
Ordinary Resolution 10: To approve the 245,418,558 85.75% 99.50% 0.50% 0.02%
new Liberty Holdings Group Restricted
Share Plan 2020
Ordinary Resolution 11: To approve the 245,418,638 85.75% 99.54% 0.46% 0.02%
new Liberty Equity Growth Scheme 2020
Special Resolution 1: Issue of ordinary 245,418,638 85.75% 88.04% 11.96% 0.02%
shares for share incentive schemes
Special Resolution 2.1: Fees of non- 245,418,398 85.75% 98.17% 1.83% 0.02%
executive directors - Chairman of the
board
Special Resolution 2.2: Fees of non- 245,418,398 85.75% 99.99% 0.01% 0.02%
executive director - Lead independent
director
Special Resolution 2.3: Fees of non- 245.418,398 85.75% 99.76% 0.24% 0.02%
executive director - Board member
Special Resolution 2.4: Fees of non- 245,418,398 85.75% 99.23% 0.77% 0.02%
executive directors - International board
member, member of committees and
subsidiary board and chairman of a sub-
committee
Special Resolution 2.5: Fees of non- 245,418,398 85.75% 99.23% 0.77% 0.02%
executive directors - International board
member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Fees of non- 245,418,398 85.75% 99.28% 0.72% 0.02%
executive directors - Chairman of the
group audit and actuarial committee
Special Resolution 2.7: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
audit and actuarial committee
Special Resolution 2.8: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Chairman of the
group actuarial committee
Special Resolution 2.9: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
actuarial committee
Special Resolution 2.10: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Chairman of the
group risk committee
Special Resolution 2.11: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
risk committee
Special Resolution 2.12: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Chairman of the
group remuneration committee
Special Resolution 2.13: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
remuneration committee
Special Resolution 2.14: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Chairman of the
group social, ethics and transformation
committee
Special Resolution 2.15: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
social, ethics and transformation
committee
Special Resolution 2.16: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the group
directors’ affairs committee
Special Resolution 2.17: Fees of non- 245,418,398 85.75% 99.99% 0.01% 0.02%
executive directors - Chairman of the
group IT committee
Special Resolution 2.18: Fees of non- 245,418,398 85.75% 99.99% 0.01% 0.02%
executive directors - Member of the group
IT committee
Special Resolution 2.19: Fees of non- 245,418.398 85.75% 99.99% 0.01% 0.02%
executive directors - Chairman of the
STANLIB Limited board
Special Resolution 2.20: Fees of non- 245,418,398 85.75% 99.76% 0.24% 0.02%
executive directors - Member of the
STANLIB Limited board
Special Resolution 2.21: Fee per ad hoc 245,418,398 85.75% 99.74% 0.26% 0.02%
board meeting
Special Resolution 2.22: Fee per ad hoc 245,418,398 85.75% 99.74% 0.26% 0.02%
board committee meeting
Special Resolution 3.1 – Financial 245,418,556 85.75% 99.53% 0.47% 0.02%
assistance to related or inter-related
company
Special Resolution 3.2 – Financial 245,418,626 85.75% 99.43% 0.57% 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 245,355,207 85.73% 97.87% 2.13% 0.04%
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 14 May 2020, 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 13 May 2020.
Braamfontein
14 May 2020
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 14-05-2020 04:37:00
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