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Result of AGM

26th Jan 2012 16:40

RNS Number : 2634W
Lonmin PLC
26 January 2012
 



26 JANUARY 2012

 

ANNUAL GENERAL MEETING - VOTING RESULTS

 

At the Annual General Meeting held on 26 January 2012 all resolutions in the Notice of Meeting were considered by shareholders by means of a poll vote and all resolutions were duly adopted with votes cast being as set out below :

 

Resolution 1: To receive the report and accounts for the year ended 30 September 2011

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

165,190,717

98.80

2,012,846

1.20

167,203,563

82.51

52,427

 

Resolution 2: To approve the directors' remuneration report for the year ended 30 September 2011

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

151,128,902

97.15

4,438,258

2.85

155,567,160

76.76

11,688,392

 

Resolution 3: To declare a final dividend of 15 US cents per share

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

157,980,710

94.48

9,221,727

5.52

167,202,437

82.50

51,961

 

Resolution 4: To reappoint KPMG Audit Plc as the Company's auditors

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,730,636

99.73

456,846

0.27

167,187,482

82.50

68,488

 

Resolution 5: To authorise the Board to agree the auditors' remuneration

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

167,103,168

99.99

12,526

0.01

167,115,694

82.46

140,310

 

Resolution 6: To re-elect Roger Phillimore as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

163,548,620

98.57

2,371,520

1.43

165,920,140

81.87

1,335,061

 

Resolution 7: To re-elect Ian Farmer as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

167,085,378

99.94

100,896

0.06

167,186,274

82.50

69,440

 

Resolution 8: To re-elect Len Konar as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

160,374,819

95.93

6,808,178

4.07

167,182,997

82.50

72,714

 

Resolution 9: To re-elect Jonathan Leslie as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,068,235

99.33

1,115,582

0.67

167,183,817

82.50

72,110

 

Resolution 10: To re-elect David Munro as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,953,567

99.86

230,844

0.14

167,184,411

82.50

71,836

 

Resolution 11: To re-elect Cyril Ramaphosa as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

160,318,436

95.89

6,864,658

4.11

167,183,094

82.50

73,302

 

Resolution 12: To re-elect Simon Scott as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,804,475

99.77

380,174

0.23

167,184,649

82.50

71,294

 

Resolution 13: To re-elect Mahomed Seedat as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,459,659

99.57

722,893

0.43

167,182,552

82.50

73,669

 

Resolution 14: To re-elect Karen de Segundo as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,898,926

99.84

275,520

0.16

167,174,446

82.49

81,847

 

Resolution 15: To re-elect Jim Sutcliffe as a Director

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

166,945,044

99.86

236,358

0.14

167,181,402

82.49

74,871

 

Resolution 16: Directors' authority to allot shares

The text of this resolution reads as follows:

"That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Companyto allot shares in the Company and to grant rights to subscribefor, or to convert any security into, shares in the Company("Rights"):

 

(a) up to an aggregate nominalamount of $67,400,000; and

 

(b) up to a further aggregate nominalamount of $67,400,000 provided that (i) they are equity securities (within the meaning of section 560(1) of the Act) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the registerof members at such record dates asthe directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholdersare proportionate (as nearly as may be practicable) to the respective numbers of ordinaryshares held by them on any such record dates, subject to such exclusions or other arrangements as the directorsmay deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arisingunder the laws of any overseas territory or the requirements of any regulatory body or stock exchangeor by virtue of shares being representedby depositary receipts or any other matter, provided that thisauthority shall expire on the date of the next AGM of the Company or, if earlier, on 25 April 2013, save that the Company shall be entitledto make offers or agreements before the expiry of such authority which would or might require shares to be allottedor Rights to be granted after such expiryand the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously grantedto the directors to allot shares and grant Rights be and are hereby revoked."

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

114,136,214

68.40

52,726,512

31.60

166,862,726

82.34

392,968

 

The result above largely reflects the proportion of the Company's issued share capital held by South African investors. The granting of allotment authorities at the levels customary in the UK runs contrary to the policies of most institutional investors in that country. However, the board of the Company believes that it is in the best interests of shareholders generally to seek the full authority permissible.

 

Resolution 17: Disapplication of pre-emption rights (Special Resolution)

The text of this resolution reads as follows:

"That the directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by resolution 16 above or by way of a sale of treasury shares as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to:

 

(i) the allotment of equity securities in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

 

(ii) the allotment (otherwise than pursuant to sub- paragraph (i) above) to any person or persons of equity securities up to an aggregate nominal amount of $10,100,000;

 

and shall expire upon the expiry of the general authority conferred by resolution 16, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired."

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

133,166,526

79.70

33,914,204

20.30

167,080,730

82.44

175,103

 

The result above largely reflects the proportion of the Company's issued share capital held by South African investors. The normal UK practice of permitting the board a limited authority to allot equity on a non-pro-rata basis runs contrary to the policies of many institutional investors in that country. However, the board of the Company believes that it is in the best interests of shareholders generally to seek this authority on the basis customary in the UK market.

 

Resolution 18: Purchase of own shares (Special Resolution)

The text of this resolution reads as follows:

"That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of US$1 in the capital of the Company ("ordinary shares") on such terms and in such manner as the directors may from time to time determine provided that:

 

(a) the maximum number of ordinary shares that may be purchased is 20,200,000;

(b) the minimum price that may be paid for an ordinary share is US$1;

(c) the maximum price that may be paid for an ordinary share is an amount equal to 105% of the average of the middle-market prices shown in the quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased;

(d) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, on 25 April 2013 unless previously renewed, varied or revoked by the Company in general meeting; and

(e) the Company may enter into a contract to purchase its ordinary shares under this authority prior to its expiry, which contract will or may be executed wholly or partly after such expiry, and may purchase its ordinary shares in pursuance of any such contract."

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

162,222,412

97.20

4,681,592

2.80

166,904,004

82.36

351,987

 

Resolution 19: Notice period for general meetings, other than annual general meetings (Special Resolution)

The text of this resolution reads as follows:

"That a general meeting,other than an annual general meeting, may be called on not less than 14 clear days' notice."

 

Votes for

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld

158,196,933

94.62

8,996,336

5.38

167,193,269

82.50

62,147

 

 

Enquiries:

 

Rob Bellhouse +44 (0)20 7201 6000

Company Secretary

Lonmin Plc

 

Tanya Chikanza +44 (0)20 7201 6007

Head of Investor Relations

Lonmin Plc

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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