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Results of the Annual General Meeting of Shareholders

Published: 2022-06-01 11:15:00 ET
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Libstar Holdings Limited (JSE:LBR) News - 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 10h00 on Wednesday,
1 June 2022 (“Annual General Meeting”).

As at Friday, 20 May 2022, 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 in person or by submitting proxies was 527 748
541, being 78.90 % of the Libstar Issued Ordinary Shares.

The Audited Annual Financial Statements of the Libstar group for the year ended 31 December 2021, 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 – Rotation and re-election of directors


                                                                                                         Shares
                                                           Total Shares voted
                                                                                                        abstained

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

 1.1 Ms Wendy Luhabe                      99,86%         0,14%         527 746 463        77,39%          0.00%
 1.2 Mr JP Landman                       100.00%         0,00%         527 746 463        77,39%          0.00%


2.   Ordinary Resolution Number 2 – Appointment of Audit and Risk Committee members


                                                                                                         Shares
                                                           Total Shares voted
                                                                                                        abstained

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

 2.1 Mr JP Landman                        99,85%         0.15%         527 746 463        77,39%          0.00%
 2.2 Ms Anneke Andrews                   100,00%         0.00%         527 746 463        77,39%          0.00%
 2.3 Ms Sibongile Masinga                 99,85%         0.15%         527 746 463        77,39%          0.00%
 2.4 Mr Sandeep Khanna                    99,86%         0.14%         527 746 463        77,39%          0.00%

3.   Ordinary Resolution Number 3 – Re-appointment of Moore Cape Town Incorporated as independent
     external auditor and Ms Adele Smit as the individual designated auditor


                                                                                        Shares
                                    Total Shares voted
                                                                                       abstained
          For (%)(1)         Against (%)(1)         Number                %(2)               %(2)
          96,42%                3,58%             527 746 463           77,39%              0.00%


4.   Ordinary Resolution Number 4 – Endorsement of the Remuneration Policy


                                                                                        Shares
                                    Total Shares voted
                                                                                       abstained
          For (%)(1)         Against (%)(1)         Number                %(2)               %(2)
          81,65%                18,35%            527 746 463           77,39%              0.00%


5.   Ordinary Resolution Number 5 – Endorsement of the Renumeration Implementation Report


                                                                                        Shares
                                    Total Shares voted
                                                                                       abstained
          For (%)(1)         Against (%)(1)         Number                %(2)               %(2)
          74,82%                25,18%            527 746 463           77,39%              0.00%


6.   Ordinary Resolution Number 6 – General authority to issue shares for cash


                                                                                        Shares
                                    Total Shares voted
                                                                                       abstained
          For (%)(1)         Against (%)(1)         Number                %(2)               %(2)
          87,43%                12,57%            527 746 463           77,39%              0.00%


7.   Ordinary Resolution Number 7 – General authorisation


                                                                                        Shares
                                    Total Shares voted
                                                                                       abstained
          For (%)(1)         Against (%)(1)         Number                %(2)               %(2)
          99,56%                0,44%             526 941 254           77,39%              0.00%
  
8.    Special Resolution Numbers 1.1 to 1.12 – Remuneration of Directors


                                                                                                             Shares
                                                            Total Shares voted
                                                                                                            abstained

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


1.1 Board of directors:
                                            99,52%      0,48%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.2 Board of directors:
                                            99,52%      0,48%        527 746 463
    Independent director                                                                77,39%               0.00%
1.3 Audit and Risk Committee:
                                            99,52%      0,48%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.4 Audit and Risk Committee:
                                            99,52%      0,48%        527 746 463
    Committee member                                                                    77,39%               0.00%
1.5 Remuneration Committee:
                                            85,43%     14,57%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.6 Remuneration Committee:
                                            85,43%     14,57%        527 746 463
    Committee member                                                                    77,39%               0.00%
1.7 Nomination Committee:
                                            99,52%      0,48%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.8 Nomination Committee:
                                            99,52%      0,48%        527 746 463
    Committee member                                                                    77,39%               0.00%
1.9 Social and Ethics Committee:
                                            99,52%      0,48%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.10 Social and Ethics Committee:
                                            99,52%      0,48%        527 746 463
    Committee member                                                                    77,39%               0.00%
1.11 Investment and Strategy
     Committee:                             99,52%      0,48%        527 746 463
    Chairman                                                                            77,39%               0.00%
1.12 Investment and Strategy
     Committee:                             99,52%      0,48%        527 746 463
    Committee member                                                                    77,39%               0.00%


 9.    Special Resolution Number 2 – Financial assistance for related or inter-related companies


                                                                                                  Shares
                                       Total Shares voted
                                                                                                 abstained
               For (%)(1)       Against (%)(1)         Number                 %(2)                   %(2)
               95,39%               4,61%            527 746 463             77,39%                 0.00%
10.   Special Resolution Number 3 – General authority to repurchase shares


                                                                                                        Shares
                                        Total Shares voted
                                                                                                       abstained
           For (%)(1)            Against (%)(1)           Number                   %(2)                   %(2)
            96,545                  3,46%               527 746 463              77,39%                  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



 As ordinary resolution number 5, relating to the non-binding advisory endorsement of Libstar’s Implementation
 Report, has been voted against by shareholders exercising more than 25% of the voting rights exercised, Libstar will
 initiate a process to engage with the dissenting shareholders. Any shareholders who would like to participate in this
 engagement process are requested to advise the company secretary Ms Ntokozo Makomba at
 compsecretary@libstar.co.za by 22 June 2022. Details on the consequent engagement process will be
 communicated to those shareholders who have indicated their interest in participating to the company secretary.



 Johannesburg
 01 June 2022

 Sponsor
 The Standard Bank of South Africa Limited

Date: 01-06-2022 01:15:00
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