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BARLOWORLD LIMITED - Results of annual general meeting

Release Date: 15/02/2019 10:00
Code(s): BAW BAWP     PDF:  
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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 on
Thursday, 14 February 2019 were as follows:

 Resolution                          Number of      Percentage            For**      Against**    Abstained***
                                  shares voted    of shares in               %              %               %
                                                        issue*
                                                             %
 Ordinary resolution 1:            173 660 765           81.51          100.00               -            0.63
 Acceptance of financial
 statements
 Ordinary resolution 2:            173 660 765           81.51           91.36            8.64            0.01
 Re-election of Ms NP
 Dongwana
 Ordinary resolution 3:                                           WITHDRAWN
 Re-election of Ms O Ighodaro
 Ordinary resolution 4:            173 653 385           81.50           99.78            0.22            0.01
 Election of Ms Neo Mokhesi
 Ordinary resolution 5:            173 660 765           81.51           99.99            0.01            0.01
 Election of Mr Hugh Molotsi
 Ordinary resolution 6:            173 662 465           81.51          100.00               -            0.01
 Re-election of Mr SS Ntsaluba
 as a member and chair of the
 audit committee
 Ordinary resolution 7:            173 662 465           81.51           96.18            3.82            0.02
 Re-election of Ms FNO Edozien
 as a member of the audit
 committee
 Ordinary Resolution 8:            173 662 465           81.51           99.88            0.12            0.01
 Re-election of Ms HH Hickey as
 a member of the audit
 committee
 Ordinary Resolution 9:            173 662 465           81.51           84.23           15.77            0.02
 Re-election of Mr M Lynch-Bell
 as a member of the audit
 committee
 Ordinary Resolution 10:           173 662 465           81.51           91.86            8.14            0.01
 Re-election of MS NP
 Mnxasana as a member of the
 audit committee
 Ordinary Resolution 11:           173 662 465           81.51           91.82            8.18            0.01
 Appointment of external
 auditor
 Ordinary resolution 12.1:         173 662 465           81.51           72.42           27.58            0.07
 Non-binding advisory vote on
 remuneration policy
 Ordinary resolution 12.2:         173 662 465           81.51           97.67            2.33            0.01
 Non-binding advisory vote on
 implementation report
 Special resolution 1:
 Approval of non-executive
 directors’ fees
 1.1 Chairman of the board         173 662 465           81.51           98.00            2.00            0.01
 1.2 Resident non-executive        173 662 465           81.51           98.83            1.17            0.01
 directors
 1.3 Non-resident non-             173 662 465           81.51           99.89            0.11            0.01
 executive directors
 1.4 Resident chairman of the      173 662 465           81.51           98.73            1.27            0.01
 audit committee
 1.5 Resident members of the       173 662 465           81.51           98.82            1.18            0.01
 audit committee
 1.6 Non-resident members of       173 662 465           81.51           98.82            1.18            0.01
 the audit committee
 1.7 Resident chairman of the      173 662 465           81.51           98.82            1.18            0.01
 remuneration committee
 1.8 Resident chairman of the      173 662 465           81.51           99.99            0.01            0.01
 social, ethics and
 transformation committee
 1.9 Resident chairman of the      173 662 465           81.51          100.00               -            0.01
 risk and sustainability
 committee
 1.10 Resident chairman of the     173 662 465           81.51           98.82            1.18            0.01
 general purposes committee
 1.11 Resident chairman of the     173 636 728           81.49          100.00               -            0.01
 nomination committee
 1.12 Resident members of          173 657 965           81.50          100.00               -            0.01
 each of the board committees
 other than the audit
 committee
 1.13 Non-resident members         173 636 728           81.49          100.00               -            0.01
 of each of the board
 committees other than the
 audit committee
 Special resolution 2:             173 662 465           81.51           98.81            1.19            0.01
 Approval of loans or other
 financial assistance to related
 or inter-related companies
 and corporations
 Special resolution 3:             173 662 465           81.51           97.24            2.76            0.01
 General authority to acquire
 the Company’s own shares

*       Based on 213 067 583 shares in issue as at the date of the AGM.
**      In relation to the total number of shares voted at the AGM.
***     In relation to the total number of 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
present in person or represented by proxy at the AGM.

Shareholders are further advised that due to Ordinary resolution 12.1 relating to the non-binding advisory vote on the
remuneration policy being voted against by more than 25% of Barloworld shareholders present in person or represented
by proxy at the AGM, Barloworld has commenced engagement with such shareholders on an individual basis as
required by the JSE Limited Listings Requirements.

15 February 2019

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

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