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Results of the First Annual General Meeting of Shareholders and Operational Update
LIBERTY TWO DEGREES LIMITED
(Registration number: 2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
(“L2D” or “the Company”)
RESULTS OF THE FIRST ANNUAL GENERAL MEETING OF SHAREHOLDERS AND OPERATIONAL
UPDATE
L2D shareholders are advised that at the first annual general meeting of shareholders of the Company held at 12h00
on Friday, 10 May 2019 (“Annual General Meeting”), all the ordinary and special resolutions, as set out in the Notice
of the Annual General Meeting, were passed by the requisite majority of votes of shareholders present in person or
represented by proxy.
- As at Friday, 3 May 2019, being the Annual General Meeting Record Date (“Voting Record Date”), the total
number of L2D ordinary shares in issue (“L2D Issued Ordinary Shares”) was 908 443 334;
- The L2D Issued Ordinary Shares eligible to vote by being present in person or by submitting proxies was 882
609 278, being 97.16% of the L2D Issued Ordinary Shares.
The voting results were as follows:
1. Ordinary Resolution Number 1 – Adoption of Annual Financial Statements
Shares
Total Shares voted
abstained
For (%) Against (%) Number %(1) %(1)
99.997% 0.003% 881 644 800 97.052% 0.104%
2. Ordinary resolution 2 – Election of directors appointed by the Board of Directors
Shares
Total Shares voted
abstained
Directors Against
For (%) Number %(1) %(1)
(%)
2.1 Mr B Azizollahoff 99.997% 0.003% 881 664 800 97.052% 0.104%
2.2 Ms Z Adams 99.997% 0.003% 881 664 800 97.052% 0.104%
3. Ordinary resolution 3 – Election of Audit and Risk Committee Members
Shares
Total Shares voted
abstained
Directors Against
For (%) Number %(1) %(1)
(%)
3.1 Mr C Cesman 99.997% 0.003% 881 664 800 97.054% 0.102%
3.2 Mr B Azizollahoff 99.997% 0.003% 881 664 800 97.052% 0.104%
3.3 Ms Z Adams 99.997% 0.003% 881 664 800 97.052% 0.104%
4. Ordinary Resolution Number 4 – Appointment of PricewaterhouseCoopers Inc. as auditor and note
that Ms J Basson will be the individual registered auditor
Shares
Total Shares voted
abstained
For (%) Against (%) Number %(1) %(1)
99.933% 0.067% 881 644 800 97. 052% 0.067%
5. Ordinary Resolution Number 5 – Approval of the Remuneration Policy by way of a non-binding advisory
vote
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
83.853% 16.147% 881 659 800 97.052% 0.105%
6. Ordinary Resolution Number 6 – Approval of the Remuneration Implementation Report by way of a non-
binding advisory vote
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
84.383% 15.617% 881 659 800 97.052% 0.105%
7. Ordinary Resolution Number 7 – To place the unissued authorised ordinary shares under the control of
the directors
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
82.805% 17.195% 881 664 800 97.052% 0.104%
8. Ordinary Resolution Number 8 – General authority to issue ordinary shares for cash
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
98.449% 1.551% 881 664 800 97.052% 0.104%
9. Special Resolution Number 1 – Non-executive directors’ remuneration 2019
Shares
Total Shares voted
abstained
Board Against
For (%) Number %(1) %(1)
(%)
1.1 Chairman 99.931% 0.069% 881 664 800 97.052% 0.104%
1.2 Lead Independent
Director 99.997% 0.003% 881 664 800 97.052% 0.104%
1.3 Member 99.997% 0.003% 881 664 800 97.052% 0.104%
1.4 International Member 99.931% 0.069% 881 664 800 97.052% 0.104%
Committees
1.5 Audit and Risk Chairman 99.931% 0.069% 881 664 800 97.052% 0.104%
1.6 Audit and Risk Member 99.996% 0.004% 881 664 800 97.052% 0.104%
1.7 Social, Ethics &
Transformation
Chairman 99.927% 0.073% 881 664 800 97.052% 0.104%
1.8 Social, Ethics &
Transformation Member 99.991% 0.009% 881 664 800 97.052% 0.104%
1.9 Remuneration and
Nomination Chairman 99.927% 0.073% 881 664 800 97.052% 0.104%
1.10 Remuneration and
Nomination Member 99.991% 0.009% 881 664 800 97.030% 0.126%
1.11 Other committee
meetings Member 99.996% 0.004% 881 664 800 97.076% 0.139%
10. Special Resolution Number 2 – Financial assistance to related and inter-related parties
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
99.758% 0.242% 881 349 577 97.018% 0.139%
11. Special Resolution Number 3 – General authority to repurchase ordinary shares
Total Shares voted Shares abstained
For (%) Against (%) Number %(1) %(1)
98.877% 1.123% 881 664 800 97.053% 0.104%
(1) Expressed as a percentage of 908 443 334 L2D ordinary shares in issue as at the Voting Record Date of Friday,
3 May 2019.
Operational update
L2D’s performance in 2018, the corporate conversion and refreshed strategy were well received by the market in
the first few months of 2019. It has also been encouraging to see that the key indicators of the business continue
to show a steady upwards trajectory, especially vacancies and trading densities. The share price performed well
in April 2019 and outperformed both the SAPY and All Share.
L2D’s vision to be the leading South African precinct focused, retail-centred REIT remains relevant and the
leadership is committed to drive it forward with passion to capture the opportunities of the fast-changing
environment. L2D has a clear and focused strategy that is captured in the strategic pillars being: driving the future
proofing of our assets, passionate people and grow to make an impact. There are five building blocks embedded
within the driving to future proofing our assets strategic pillar, which are embracing technology, time is valuable,
curating experiences, community place making and sustainable and flexible.
As announced to the press today, L2D is taking a bold step to eradicate plastic shopping bags across its malls by
1 January 2020. L2D believes that the future of retail is defined by a continued adaption of standards that meet
national and global sustainability goals. The company has therefore embedded sustainability values into the fabric
of the organisation to deliver on these essentials and to achieve its vision of a Net Zero sustainability target by
2030, which sees the reduction of usage of energy and water as well as an efficient waste management system.
The commitment of L2D’s valued tenants, many of whom have already made this declaration publicly, will be
crucial in implementing the policy. The production of plastic, particularly single-use plastics is one of the
environment’s greatest risks, having reached an epidemic proportion.
This operational update has not been reviewed and reported on by the Company’s external auditors. L2D will be
hosting a pre-close conference call at 14h00 on Tuesday, 28 May 2019 and will provide further details on its
operational performance at that time.
Johannesburg
10 May 2019
Sponsor
The Standard Bank of South Africa Limited
Investor Relations
Gareth Rees
Contact number: 011 448 6804
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