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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
Wednesday, 12 February 2020 were as follows:
Resolution Number of Percentage For** Against** Abstained***
shares voted of shares in % % %
issue*
%
Ordinary resolution 1: 182 829 963 83.19 100.00 0.00 0.48
Acceptance of annual financial
statements
Ordinary resolution 2: 183 832 257 83.65 99.89 0.11 0.04
Re-election of Ms FNO Edozien
Ordinary resolution 3: 183 664 993 83.57 99.45 0.55 0.04
Re-election of Mr DM Sewela
Ordinary resolution 4: 183 821 277 83.64 95.27 4.73 0.04
Re-election of Mr SS Ntsaluba
Ordinary resolution 5: 183 839 887 83.65 100.00 0.00 0.04
Election of Ms NV Lila
Ordinary resolution 6: 183 730 797 83.60 77.29 22.71 0.04
Re-election of Mr SS Ntsaluba
as a member and chair of the
audit committee
Ordinary resolution 7: 183 839 387 83.65 79.38 20.62 0.04
Re-election of Ms HH Hickey as
a member of the audit
committee
Ordinary Resolution 8: 183 868 937 83.66 79.68 20.32 0.04
Re-election of Mr M Lynch-Bell
as a member of the audit
committee
Ordinary Resolution 9: 183 838 187 83.65 99.99 0.01 0.04
Re-election of Ms NP Mnxasana
as a member of the audit
committee
Ordinary Resolution 10: 183 818 650 83.64 80.58 19.42 0.04
Appointment of external
auditor
Ordinary Resolution 11:
Amendment of the Long-Term
Incentive Scheme
Ordinary resolution 11.1: 182 716 352 83.14 98.59 1.41 0.20
Adoption of the Barloworld
Limited Conditional Share Plan
Ordinary resolution 11.2: 182 685 635 83.13 98.51 1.49 0.00
Amendment to the Barloworld
Limited Forfeitable Share Plan
2009
Ordinary resolution 12: 183 018 104 83.28 76.34 23.66 0.20
Non-binding advisory vote on
remuneration policy
Ordinary resolution 13: 182 986 937 83.26 56.03 43.97 0.05
Non-binding advisory vote on
remuneration implementation
report
Special resolution 1:
Approval of non-executive
directors’ fees
1.1 Chairman of the board 183 040 690 83.29 97.48 2.52 0.04
1.2 Resident non-executive 183 040 690 83.29 99.86 0.14 0.04
directors
1.3 Non-resident non- 183 034 350 83.28 98.67 1.33 0.04
executive directors
1.4 Resident chairman of the 183 003 183 83.27 99.99 0.01 0.04
audit committee
1.5 Resident members of the 183 029 420 83.28 99.99 0.01 0.04
audit committee
1.6 Non-resident members of 183 022 450 83.28 99.98 0.02 0.04
the audit committee
1.7 Non-resident chairman of 183 020 963 83.28 98.80 1.20 0.04
the remuneration committee
1.8 Resident chairman of the 183 026 250 83.28 99.99 0.01 0.04
remuneration committee
1.9 Resident chairman of the 183 026 900 83.28 99.99 0.01 0.04
social, ethics and
transformation committee
1.10 Resident chairman of the 183 017 310 83.28 98.67 1.33 0.04
risk and sustainability
committee
1.11 Resident chairman of the 183 026 250 83.28 99.99 0.01 0.04
general purposes committee
1.12 Resident chairman of the 182 978 390 83.26 98.69 1.31 0.04
nomination committee
1.13 Resident members of 183 018 810 83.28 99.99 0.01 0.04
each of the board committees
other than the audit
committee
1.14 Non-resident members of 183 054 690 83.29 99.99 0.01 0.04
each of the board committees
Special resolution 2: 183 052 290 83.29 98.42 1.58 0.04
Approval of loans or other
financial assistance to related
or inter-related companies
and corporations
Special resolution 3: 183 043 222 83.29 99.86 0.14 0.04
General authority to acquire
the Company’s own shares
* Based on 219 770 016 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 13 relating to the non-binding advisory vote on the
remuneration implementation report being voted against by more than 25% of 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.
13 February 2020
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 13-02-2020 12:00:00
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