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Results of preference shareholder general meeting
BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(JSE share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(A2X code: BAW)
(Bond issuer code: BIBAW)
("Barloworld" or "the Company")
RESULTS OF PREFERENCE SHAREHOLDER GENERAL MEETING
Introduction and background
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular referred to below.
Barloworld Preference Shareholders are referred to the circular to Barloworld shareholders dated 29 January 2025
("Circular") regarding the Proposed Transaction and containing, inter alia, details of the Preference Share Terms
Amendment and convening both a General Meeting of Barloworld Ordinary Shareholders and a Preference
Shareholder Meeting to consider and, if deemed fit, to approve, with or without modification, the Preference Share
Terms Amendment.
Shareholders are advised that the resolutions tabled at the Preference Shareholder Meeting held today, Wednesday,
26 February 2025, in order to approve and implement the Preference Share Terms Amendment, were passed by the
requisite majority of votes of Barloworld Preference Shareholders present and entitled to vote thereon.
Details of the resolutions and the voting statistics are set out below:
Votes cast disclosed as a
percentage in relation to the
total number of shares voted at Shares voted Shares abstained
Resolutions the meeting disclosed as a disclosed as a
percentage in relation percentage in
Number of to the total issued relation to the total
For Against shares voted shares* issued shares*
Special Resolution Number 1: 100,00% 0,00% 258 760 69,00% 0,00%
Amendment of the Barloworld MOI
in relation to Barloworld
Preference Shares
Ordinary Resolution Number 1: 100,00% 0,00% 258 760 69,00% 0,00%
Implementation
*Total number of shares in issue as at the date of the Preference Shareholder Meeting was 375,000.
Amendments to the Barloworld MOI not approved by Barloworld Ordinary Shareholders
Barloworld Preference Shareholders are referred to the announcement released on SENS on Wednesday, 26
February 2025 of the results of the General Meeting which confirmed that Barloworld Ordinary Shareholders did not
approve the Preference Share Terms Amendment in terms of Special Resolution Number 4 tabled at the General
Meeting. As referred to in the Circular, the Preference Share Terms Amendment requires an amendment to the
Barloworld MOI and as such, must be approved by a special resolution adopted by Barloworld Ordinary Shareholders
on the one hand, and by Barloworld Preference Shareholders on the other. Therefore, the Preference Share Terms
Amendment (and related amendments to the Barloworld MOI) have not been approved.
Accordingly, Barloworld Preference Shareholders are advised that the amendments to the Barloworld MOI will not
be filed with Companies and Intellectual Property Commission. Consequently, the Barloworld Preference Shares will:
(i) not become redeemable Preference Shares; and (ii) not be redeemed and thereafter Delisted from the Main Board
of the JSE and A2X.
Sandton
26 February 2025
Exclusive financial advisor, corporate broker and transaction sponsor to Barloworld
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal advisor to Barloworld
DLA Piper South Africa
Date: 26-02-2025 03:40:00
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