14th Aug 2017 18:25
14 August 2017
Vedanta Resources plc
("the Company")
Result of 2017 Annual General Meeting
Vedanta Resources plc (the 'Company') announces that at its Annual General Meeting held today, all the resolutions put to shareholders were duly passed on a poll.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of 2017 Annual General Meeting which is available on the Company's website at www.vedantaresources.com/agm.
Type of resolution | For | Against | Total votes cast | Votes withheld1 | ||||
Resolution (Full text of resolutions is set out in the Notice of Annual General Meeting) | Special/ Ordinary | No. of votes | % | No. of votes | % | No. of votes | % of ISC voted | No. of votes |
1. To receive the 2017 Report and Accounts | Ordinary | 230,833,881 | 99.51 | 1,126,581 | 0.49 | 231,960,462 | 85.85% | 312,697 |
2. To approve the Directors' Remuneration Policy | Ordinary | 230,551,064 | 99.26 | 1,720,063 | 0.74 | 232,271,127 | 85.97% | 2,032 |
3. To approve the Directors' Remuneration Report | Ordinary | 221,944,178 | 95.55 | 10,328,880 | 4.45 | 232,273,058 | 85.97% | 1,100 |
4. To approve the final dividend
| Ordinary | 232,272,121 | 100.00 | 2,035 | 0.00 | 232,274,156 | 85.97% | 0 |
5. To elect Edward Story as a Director | Ordinary | 232,267,947 | 100.00 | 6,209 | 0.00 | 232,274,156 | 85.97% | 0 |
6. To re-elect Anil Agarwal as a Director | Ordinary | 230,214,055 | 99.11 | 2,060,104 | 0.89 | 232,274,159 | 85.97% | 0 |
7. To re-elect Navin Agarwal as a Director | Ordinary | 232,121,186 | 99.93 | 152,974 | 0.07 | 232,274,160 | 85.97% | 0 |
8. To re-elect Tom Albanese as a Director | Ordinary | 228,796,110 | 99.89 | 241,385 | 0.11 | 229,037,495 | 84.77% | 3,236,665 |
9. To re-elect Ekaterina Zotova | Ordinary | 232,068,236 | 99.91 | 205,920 | 0.09 | 232,274,156 | 85.97% | 0 |
10. To re-elect Deepak Parekh as a Director | Ordinary | 211,968,236 | 91.52 | 19,641,879 | 8.48 | 231,610,115 | 85.72% | 664,040 |
11. To re-elect Geoffrey Green as a Director | Ordinary | 230,645,581 | 99.30 | 1,624,630 | 0.70 | 232,270,211 | 85.97% | 3,944 |
12. To re-elect Ravi Rajagopal as a Director | Ordinary | 232,115,903 | 99.93 | 154,308 | 0.07 | 232,270,211 | 85.97% | 3,944 |
13. To appoint Ernst & Young LLP as auditors | Ordinary | 231,226,153 | 100.00 | 9,040 | 0.00 | 231,235,193 | 85.58% | 1,038,961 |
14. To authorise the Directors to agree the auditors' remuneration | Ordinary | 232,267,177 | 100.00 | 5,839 | 0.00 | 232,273,016 | 85.97% | 1,140 |
15. To authorise the Directors to allot shares | Ordinary
| 232,253,938 | 99.99 | 19,968 | 0.01 | 232,273,906 | 85.97% | 250 |
16. To disapply pre-emption rights | Special | 232,251,087 | 99.99 | 21,969 | 0.01 | 232,273,056 | 85.97% | 1,100 |
17. To authorise the Directors to dissapply pre-emption rights for acquisitons or other capital investments
| Special | 230,874,727 | 99.40 | 1,392,691 | 0.60 | 232,267,418 | 85.96% | 6,737 |
18. To authorise the Company to make market purchases of own shares | Special | 231,186,648 | 99.53 | 1,086,706 | 0.47 | 232,273,354 | 85.97% | 801 |
19. To authorise a general meeting to be called on not less than 14 days' notice | Special | 230,470,807 | 99.22 | 1,803,348 | 0.78 | 232,274,155 | 85.97% | 0 |
The votes cast on resolutions 5 and 9-12, relating to the election or re-election of the independent Non-Executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by Independent Shareholders.
Type of resolution | For | Against | Total votes cast | Votes withheld1 | ||||
Resolution (Full text of resolutions is set out in the Notice of Annual General Meeting) | Special/ Ordinary | No. of votes | % | No. of votes | % | No. of votes | % of ISC voted excluding controlling shareholder interest | No. of votes |
4. To elect Edward Story as a Director
| Ordinary | 44,298,964 | 99.99 | 6,209 | 0.01 | 44,305,173 | 53.89% | 0 |
9. To re-elect Ekaterina Zotova as a Director
| Ordinary | 44,099,253 | 99.54 | 205,920 | 0.46 | 44,305,173 | 53.89% | 0 |
10. To re-elect Deepak Parekh as a Director
| Ordinary | 23,999,253 | 54.99 | 19,641,879 | 45.01 | 43,641,132 | 53.08% | 664,040 |
11. To re-elect Geoffrey Green as a Director
| Ordinary | 42,676,598 | 96.33 | 1,624,630 | 3.67 | 44,301,228 | 53.88% | 3,944 |
12. To re-elect Ravi Rajagopal as a Director
| Ordinary | 44,146,920 | 99.65 | 154,308 | 0.35 | 44,301,228 | 53.88% | 3,944 |
A vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution.
The Board noes that resolution 10 in respect of the re-election of independent Non-Executive Director, Mr Deepak Parekh, was passed with the requisite majority of all shareholders (including shareholders independent of the controlling shareholder interests), but acknowledges that there were a significant number of votes from those independent shareholders opposing Mr Parekh's re-appointment . The Annual Report sets out the steps which the Board took to assess the effectiveness of the Board including the performance and independence of each of the Non-Executive Directors.
Mr Parekh brings a wealth of strategic knowledge and experience from a range of industries and is a huge benefit to the Board. Furthermore, Mr Parekh's other appointments have not compromised his commitment to the Board as he has attended the majority of Board and Board Committee meetings including those called at short notice.
However, the Board takes the views of the Company's shareholders seriously. Since the publication of the voting recommendations by shareholder groups, the Company has held discussions with a number of large independent shareholders to understand their concerns and explain the Company's perspective. The Board will carefully consider the feedback received and determine what action it needs to take to address this matter going forward.
In accordance with Listing Rule 9.6.2 of the UK Listing Authority, Vedanta Resources plc has submitted copies of the special resolutions passed at its Annual General Meeting to the National Storage Mechanism which will shortly be available for inspection at http:// www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Investors Ashwin Bajaj Director - Investor Relations Vedanta Resources plc
| Tel: +91 22 6646 1531
|
Media Daniela FleischmannFinsbury | Tel: +44 20 7251 3801 |
Deepak Kumar Tel: +44 20 7499 5900
Company Secretary
Vedanta Resources plc
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