25th Mar 2019 16:00
LEI: 213800FGJZ2WAC6Y2L94
25 MARCH 2019
ANNUAL GENERAL MEETING - VOTING RESULTS
At the Annual General Meeting held on 25 March 2019 all resolutions in the Notice of Meeting were considered by shareholders by means of a poll vote and all resolutions, save for resolution 2, 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 2018
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 |
187,787,898 | 98.68 | 2,513,486 | 1.32 | 190,301,384 | 67.30 | 45,604 |
Resolution 2: To approve the directors' remuneration report (other than the Directors' remuneration policy) for the year ended 30 September 2018
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 |
49,833,631 | 26.19 | 140,426,150 | 73.81 | 190,259,781 | 67.28 | 87,889 |
Resolution 3: To reappoint KPMG LLP 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 |
186,526,975 | 98.00 | 3,799,883 | 2.00 | 190,326,858 | 67.30 | 20,076 |
Resolution 4: To authorise the Audit & Risk Committee of 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 |
190,309,362 | 99.99 | 15,422 | 0.01 | 190,324,784 | 67.30 | 21,709 |
Resolution 5: To re-elect Brian Beamish 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 |
181,870,380 | 95.56 | 8,447,023 | 4.44 | 190,317,403 | 67.30 | 29,587 |
Resolution 6: To re-elect Kennedy Bungane 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 |
172,493,385 | 90.71 | 17,675,079 | 9.29 | 190,168,464 | 67.25 | 178,587 |
Resolution 7: To re-elect Gillian Fairfield 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 |
182,767,644 | 96.03 | 7,548,882 | 3.97 | 190,316,526 | 67.30 | 30,462 |
Resolution 8: 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 |
181,658,065 | 95.45 | 8,652,844 | 4.55 | 190,310,909 | 67.30 | 29,813 |
Resolution 9: To re-elect Ben Magara 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 |
190,208,930 | 99.93 | 132,615 | 0.07 | 190,341,545 | 67.31 | 6,061 |
Resolution 10: To elect Sizwe Nkosi 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 |
187,207,212 | 98.37 | 3,109,980 | 1.63 | 190,317,192 | 67.30 | 30,179 |
Resolution 11: To re-elect Varda Shine 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 |
176,354,450 | 92.66 | 13,962,685 | 7.34 | 190,317,135 | 67.30 | 30,470 |
Resolution 12: To re-elect Barrie van der Merwe 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 |
190,203,065 | 99.93 | 138,033 | 0.07 | 190,341,098 | 67.31 | 5,769 |
Resolution 13: 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 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of US$9,410, provided that this authority shall expire on the date of the next AGM of the Company or, if earlier, on 25 June 2020, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and 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 granted to 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 |
97,978,369 | 51.48 | 92,350,357 | 48.52 | 190,328,726 | 67.31 | 18,452 |
Resolution 14: 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 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 28,200,000;
b) the minimum price that may be paid for an Ordinary Share is US$0.0001;
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 June 2020 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 |
187,658,556 | 98.59 | 2,679,044 | 1.41 | 190,337,600 | 67.31 | 9,453 |
Resolution 15: 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 |
188,213,521 | 98.89 | 2,119,450 | 1.11 | 190,332,971 | 67.31 | 14,256 |
The Board acknowledges the overwhelming vote against resolution 2 in relation to approval of the remuneration report. As reported in the 2018 remuneration report, in the event that the transaction with Sibanye-Stillwater does not for any reason complete and Lonmin remains a listed company as a result, the Board has committed to undertake a holistic review of pay arrangements to ensure alignment with the Group's evolving strategic priorities and we will engage with our major shareholders regarding any such proposals.
The Board also acknowledges the significant vote against resolution 13 (authority to allot shares) which is a reflection of, and in accordance with, prevailing institutional guidelines in South Africa, which differ from those generally applied in the UK by companies with primary listings on the London Stock Exchange. The Board notes that the authority granted today by shareholders falls within the Investment Association's Share Capital Management Guidelines.
Enquiries:
Seema Kamboj +44 (0)20 3908 1070
Company Secretary
Lonmin Plc
END
Related Shares:
Lonmin