02 Jun - 5 min read

Results of the Annual General Meeting of Shareholders

Results of the Annual General Meeting of Shareholders

Libstar Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2014/032444/06)
JSE share code: LBR
ISIN: ZAE000250239
(“Libstar” or the "Company")


RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Libstar shareholders are advised that the annual general meeting of the Company was held at 10:00 on
Tuesday, 1 June 2021 (“Annual General Meeting”).

As at Friday, 21 May 2021, being the Annual General Meeting Record Date (“Voting Record Date”), the
total number of Libstar ordinary shares in issue (“Libstar Issued Ordinary Shares”) was 681 921 408.

The Libstar Issued Ordinary Shares eligible to vote by being present via electronic communication or by
submitting proxies was 510 018 906, being 76,25% of the total voteable Ordinary Shares represented at
the Annual General Meeting.

The Audited Annual Financial Statements of the Libstar group for the year ended 31 December 2020,
including the directors’ report, the independent auditor’s report and various sub-committee reports, were
presented to the shareholders.

The voting results were as follows:

1.     Ordinary Resolution Number 1: Election of director


                                                                                               Shares
                                                     Total Shares voted
                                                                                              abstained
 Director                              For(1)    Against(1)
                                                                  Number           %(2)           %(2)
                                        (%)        (%)

 Mr Anneke Andrews                    100%       0,00%         509 995 239       74,79%       0,00%


2.     Ordinary Resolution Number 2: Rotation and re-election of directors


                                                                                               Shares
                                                    Total Shares voted
                                                                                              abstained

 Directors                            For (1)    Against(1)
                                                                  Number           %(2)           %(2)
                                       (%)         (%)
 2.1     Ms Sibongile Masinga         99,88%     0,12%          509 995 239      74,79%       0,00%
 2.2     Mr Sandeep Khanna            99,85%     0,15%          509 995 239      74,79%       0,00%
 3.     Ordinary Resolution Number 3: Appointment of audit and risk committee members


                                                                                               Shares
                                                      Total Shares voted
                                                                                              abstained

     Directors                           For(1)    Against(1)
                                                                  Number           %(2)          %(2)
                                          (%)        (%)
     3.1 Mr JP Landman                  100%       0,00%         509 995 239      74,79%      0,00%
     3.2 Mr Anneke Andrews              100%       0,00%         509 995 239      74,79%      0,00%
     3.3 Ms Sibongile Masinga           99,88%     0,12%         509 995 239      74,79%      0,00%
     3.4 Mr Sandeep Khanna              99,93%     0,17%         509 995 239      74,79%      0,00%


4.     Ordinary Resolution Number 4: Re-appointment of Moore Cape Town Incorporated as
       independent external auditor and Mr Alan Billson as the individual designated auditor


                                                                                            Shares
                                      Total Shares voted
                                                                                           abstained
            For (%)(1)          Against (%)(1)       Number                %(2)              %(2)
             94,88%                5,12%           509 995 239         74,79%               0,00%


5.     Ordinary Resolution Number 5: Endorsement of the remuneration policy


                                                                                            Shares
                                      Total Shares voted
                                                                                           abstained
            For (%)(1)          Against (%)(1)       Number                %(2)              %(2)
             65,09%                 34,91          509 995 239         74,79%               0,00%


6.     Ordinary Resolution Number 6: Endorsement of the renumeration implementation report


                                                                                            Shares
                                      Total Shares voted
                                                                                           abstained
            For (%)(1)          Against (%)(1)       Number                %(2)              %(2)
             69,13%                30,87%          509 995 239         74,79%               0,00%


7.     Ordinary Resolution Number 7: General authority to issue shares for cash


                                                                                            Shares
                                      Total Shares voted
                                                                                           abstained
            For (%)(1)          Against (%)(1)       Number                %(2)              %(2)
             88,74%                11,26%          509 995 239         74,79%               0,00%
  8.    Ordinary Resolution Number 8: General authorisation


                                                                                          Shares
                                      Total Shares voted
                                                                                         abstained
              For (%)(1)        Against (%)(1)       Number              %(2)              %(2)
         100%                      0,00%           509 995 239         74,79%              0,00


  9.    Special Resolution Numbers 1.1 to 1.12: Remuneration of Directors


                                                                                              Shares
                                                       Total Shares voted
                                                                                             abstained

  Directors                               For      Against(1)
                                                                   Number        %(2)             %(2)
                                         (%)(1)      (%)

1.1 Board of directors:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Chairman

1.2 Board of directors:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Independent director

1.3 Audit and risk committee:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Chairman

1.4 Audit and risk committee:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Committee member

1.5 Remuneration and
    nomination committee:               100%       0,00%         509 995 239    74,79%       0,00%
    Chairman - Remuneration
1.6 Remuneration and
    nomination committee:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Committee member -
    Remuneration

1.7 Remuneration and
    nomination committee:               100%       0,00%         509 995 239    74,79%       0,00%
    Chairman - Nomination

1.8 Remuneration and
    nomination committee:
                                        100%       0,00%         509 995 239    74,79%       0,00%
    Committee member -
    Nomination

1.9 Social and ethics committee:
                                        100%       0,00%         510 018 906    74,79%       0,00%
    Chairman
1.10 Social and ethics
                                        100%       0,00%         510 018 906    74,79%       0,00%
    committee:
   Committee member

1.11 Investment committee:
                                       100%        0,00%          509 995 239        74,79%       0,00%
   Chairman
1.12 Investment committee:
                                       100%        0,00%          506 047 324        74,21%       0,58%
   Committee member


  10.   Special Resolution Number 2: Financial assistance for related or inter-related companies


                                                                                               Shares
                                     Total Shares voted
                                                                                              abstained
            For (%)(1)         Against (%)(1)        Number                 %(2)                %(2)
              95,56%              4,44%            509 995 239             74,79               0,00%


  11.   Special Resolution Number 3: General authority to repurchase shares


                                                                                               Shares
                                     Total Shares voted
                                                                                              abstained
            For (%)(1)         Against (%)(1)        Number                 %(2)                %(2)
              94,34%              5,66%            509 995 239             74,79               0,00%


   (1) Expressed as a percentage of the total number of shares voted at the Annual General Meeting.
   (2) Expressed as a percentage of Libstar Issued Ordinary Shares, being 681 921 408.


   The Board notes, with disappointment, the outcome of the voting on the 2020 Remuneration Policy and
   Implementation Report.

   “We have engaged with shareholders in regard to Libstar’s remuneration policy and practices and will
   continue to do so, in order to understand the exact issues and concerns of shareholders. The outcomes
   of these engagements have and will be taken into account in formulating the appropriate remuneration
   policy and approach for Libstar” said Sandeep Khanna, Chairman of the Remuneration Committee.


   As ordinary resolution number 5, relating to the non-binding advisory endorsement on Libstar’s
   Remuneration Policy, and ordinary resolution number 6 relating to the remuneration implementation report
   have been voted against by shareholders exercising more than 25% of the voting rights exercised, Libstar
   extends an invitation to dissenting shareholders to engage with the Company by forwarding their
   concerns/questions to Mr CB de Villiers on email compsecretary@libstar.co.za by close of business on
   30 June 2021.

 Johannesburg
 2 June 2021

 Sponsor
 The Standard Bank of South Africa Limited

Date: 02-06-2021 02:50:00
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