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

2017-05-19 17:35:00

LBH 201705190044A
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 (AGM) and notice in terms of section 45 of the
Companies Act

Results of AGM

Liberty Holdings is pleased to advise its shareholders that all the ordinary and
special resolutions proposed in the Notice of the AGM dated 23 February 2017 and
tabled at the Company’s AGM held today, Friday 19 May 2017, 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   251 640 586       87.92%      100.00%        0.00%        0.28%
Financial Statements
Ordinary Resolution 2.1: re-election of     252 400 882       88.19%       98.13%        1.87%        0.01%
directors – Mr AWB Band
Ordinary Resolution 2.2: re-election of     252 401 382       88.19%       99.86%        0.14%        0.01%
directors – Mr MG Ilsley
Ordinary Resolution 2.3: re-election of     252 401 382       88.19%       96.05%        3.95%        0.01%
directors – Mr JH Maree
Ordinary Resolution 2.4: re-election of     252 401 372       88.19%       96.19%        3.81%        0.01%
directors – Mr SK Tshabalala
Ordinary Resolution 2.5: re-election of     252 400 882       88.19%       99.86%        0.14%        0.01%
directors – Mr YCL Roskruge Cele
Ordinary Resolution 2.6: re-election of     252 401 382       88.19%       99.80%        0.20%        0.01%
directors – Mr Dc Munro
Ordinary Resolution 3: Re-appointment of    252 401 382       88.19%       95.51%        4.49%        0.01%
independent external auditors
Ordinary Resolution 4: Placing unissued     252 410 665       88.19%       98.50%        1.50%        0.01%
ordinary shares under the control of the
directors
Ordinary Resolution 5: Placing unissued     252 410 665       88.19%       95.80%        4.20%        0.01%
preference shares under the control of
the directors
Ordinary Resolution 6: General authority    252 411 165       88.19%       98.58%        1.42%        0.01%
to issue shares for cash

Ordinary Resolution 7.1: Election of        252 401 382       88.19%       99.86%        0.14%        0.01%
audit and actuarial committee member – Mr
MG Ilsley (Chairman)
Ordinary Resolution 7.2: Election of        252 401 382       88.19%       99.85%        0.15%        0.01%
audit and actuarial committee member – Mr
AWB Band
Ordinary Resolution 7.3: Election of        252 401 382       88.19%       99.86%        0.14%        0.01%
audit and actuarial committee member – Mr
AP Cunningham
Ordinary Resolution 7.4: Election of        252 401 382       88.19%       99.86%        0.14%        0.01%
audit and actuarial committee member – Mr
YGH Suleman
Ordinary Resolution 7.5: Election of        252 271 382       88.14%       99.86%        0.14%        0.06%
audit and actuarial committee member – Mr
JH Sutcliffe
Ordinary Resolution 8: Liberty              251 534 340       87.89%       97.54%        2.46%        0.31%
remuneration policy

Special Resolution 1: Issue of ordinary     252 412 365       88.19%       86.30%       13.70%        0.01%
shares for share incentive schemes

Special Resolution 2: Fees of non-          252 411 865       88.19%       99.98%        0.02%        0.01%
executive directors
Special Resolution 2.1: Chairman of the     252 411 865       88.19%       99.93%        0.07%        0.01%
Board
Special Resolution 2.2: Lead independent    252 411 865       88.19%       99.93%        0.07%        0.01%
director
Special Resolution 2.3: Board member        252 411 865       88.19%       99.93%        0.07%        0.01%

Special Resolution 2.4: International       252 400 382       88.19%       99.94%        0.06%        0.01%
board member, member of committees and
subsidiary board and chairman of a sub-
committee
Special Resolution 2.5: International       252 411 365       88.19%       99.93%        0.07%        0.01%
board member, member of committees and
subsidiary board and chairman of a
committee
Special Resolution 2.6: Chairman of the     252 411 365       88.19%       99.86%        0.14%        0.01%
group audit and actuarial committee

Special Resolution 2.7: Member of the       252 411 365       88.19%       99.86%        0.14%        0.01%
group audit and actuarial committee

Special Resolution 2.8: Chairman of the     252 411 365       88.19%       99.86%        0.14%        0.01%
group actuarial committee

Special Resolution 2.9: Member of the       252 411 365       88.19%       99.87%        0.13%        0.01%
group actuarial committee

Special Resolution 2.10: Chairman of the    252 411 365       88.19%       99.87%        0.13%        0.01%
group risk committee

Special Resolution 2.11: Member of the      252 411 365       88.19%       99.87%        0.13%        0.01%
group risk committee

Special Resolution 2.12: Chairman of the    252 411 365       88.19%       99.87%        0.13%        0.01%
group remuneration committee

Special Resolution 2.13: Member of the      252 411 365       88.19%       99.87%        0.13%        0.01%
group remuneration committee

Special Resolution 2.14: Chairman of the    252 411 365       88.19%       99.94%        0.06%        0.01%
group social, ethics and transformation
committee
Special Resolution 2.15: Member of the      252 411 365       88.19%       99.39%        0.61%        0.01%
group social, ethics and transformation
committee
Special Resolution 2.16: Member of the      252 411 365       88.19%       99.39%        0.61%        0.01%
group directors’ affairs committee

Special Resolution 2.17: Chairman of the    252 400 382       88.19%       99.88%        0.12%        0.01%
group IT committee

Special Resolution 2.18: Member of the      252 400 382       88.19%       99.88%        0.12%        0.01%
group IT committee

Special Resolution 2.19: Chairman of the    252 411 365       88.19%       99.94%        0.06%        0.01%
STANLIB Limited board

Special Resolution 2.20: Member of the      252 400 382       88.19%       99.94%         0.06%       0.01%
STANLIB Limited board

Special Resolution 2.21: Fee per ad hoc     252 400 382       88.19%       99.88%         0.12%       0.01%
board meeting

Special Resolution 2.22: Fee per ad hoc     251 400 382       88.19%       99.88%         0.12%       0.01%
board committee meeting

Special Resolution 3.1 – Financial          252 401 382       88.19%       99.93%         0.07%       0.01%
assistance to related or inter-related
company

Special Resolution 3.2 – Financial          252 412 365       88.19%       99.64%         0.36%       0.01%
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    252 250 852       88.14%       99.74%          0.26%      0.06%
to repurchase company shares

* 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 AGM held on 19 May 2017, 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 18 May 2017.

Braamfontein
19 May 2017

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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