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Results of annual general meeting and retirement of director - NHM, NHM002, NHM003
Northam Platinum Limited
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM ISIN: ZAE000030912
Debt issuer code: NHMI
Bond code: NHM002 Bond ISIN: ZAG000129024
Bond code: NHM003 Bond ISIN: ZAG000129032
(“Northam” or the “company”)
RESULTS OF ANNUAL GENERAL MEETING AND RETIREMENT OF DIRECTOR
Northam shareholders (“shareholders”) are advised that at the annual general meeting
(“AGM”) of shareholders held on Wednesday, 9 November 2016, the ordinary and special
resolutions, as set out in the notice of AGM dated Friday, 23 September 2016, were approved
by the requisite majority of shareholders present or represented by proxy at the AGM.
Mr Alwyn Martin retired from the board of directors (“board”) at the conclusion of the AGM. As
recommended by the Northam nomination committee, Ms Hester Hickey has replaced Mr
Martin as chairman of the audit and risk committee. The board would like to thank Mr Martin
for his valuable contribution to the company during his tenure as a director of Northam.
The total number of Northam shares eligible to vote at the AGM is 509 781 212.
All resolutions proposed at the AGM, together with the number and percentage of shares
voted, the percentage of shares abstained, as well as the percentage of votes carried for and
against each resolution, are as follows:
Ordinary resolution number 1 – adoption of annual financial statements for the year ended
30 June 2016
Shares voted For Against Abstained
485 850 146 100.0% 0.0% 0.0%
95.3%
Ordinary resolution number 2.1 – re-election of Mr CK Chabedi as a director
Shares voted For Against Abstained
485 974 531 100.0% 0.0% 0.0%
95.3%
Ordinary resolution number 2.2 – re-election of Mr PL Zim as a director
Shares voted For Against Abstained
485 974 531 99.9% 0.1% 0.0%
95.3%
Ordinary resolution number 2.3 – re-election of Ms HH Hickey as a director
Shares voted For Against Abstained
485 974 531 100.0% 0.0% 0.0%
95.3%
Ordinary resolution number 2.4 – re-election of Mr TI Mvusi as a director
Shares voted For Against Abstained
485 974 531 100.0% 0.0% 0.0%
95.3%
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent
external auditor of the company
Shares voted For Against Abstained
482 587 706 84.4% 15.6% 0.7%
94.7%
Ordinary resolution number 4.1 – re-election of Mr R Havenstein as a member of the audit
and risk committee
Shares voted For Against Abstained
485 974 531 92.6% 7.4% 0.0%
95.3%
Ordinary resolution number 4.2 – re-election of Ms HH Hickey as a member of the audit
and risk committee
Shares voted For Against Abstained
485 448 298 99.7% 0.3% 0.1%
95.2%
Ordinary resolution number 4.3 – re-election of Mrs TE Kgosi as a member of the audit and
risk committee
Shares voted For Against Abstained
485 974 531 99.3% 0.7% 0.0%
95.3%
Ordinary resolution number 5 – approval of the group remuneration policy
Shares voted For Against Abstained
484 876 523 87.5% 12.5% 0.2%
95.1%
Ordinary resolution number 6* – approval of amendments to the Northam Share Incentive
Plan
Shares voted For Against Abstained
484 866 923 77.7% 22.3% 0.2%
95.1%
* A modification to the proposed amendments to the rules of the Northam Platinum Limited Share
Incentive Plan (“SIP”), which have been made available for inspection at the company’s registered
office, was tabled at the AGM prior to proposing this ordinary resolution number 6. In terms of the
modification, any allocation or award under the new long term BEE transaction incentive plan will be
subject to a maximum allocation of 5 000 000 shares, which number is included in the existing total SIP
allocation limit of 19 879 000 shares and not in addition thereto.
Special resolution number 1 – approval of amendments to the existing memorandum of
incorporation (“MOI”) – fractional entitlements
Shares voted For Against Abstained
484 876 623 100.0% 0.0% 0.2%
95.1%
Special resolution number 2 – approval of amendments to the existing MOI - distributions
Shares voted For Against Abstained
484 876 623 100.0% 0.0% 0.2%
95.1%
Special resolution number 3 – approval of non-executive directors’ remuneration for the year
ending 30 June 2017
Shares voted For Against Abstained
484 885 976 100.0% 0.0% 0.2%
95.1%
Special resolution number 4 – approval of financial assistance in terms of Section 45 of the
Companies Act 71 of 2008
Shares voted For Against Abstained
484 885 976 100.0% 0.0% 0.2%
95.1%
Special resolution number 5 – approval of general authority to repurchase issued shares
Shares voted For Against Abstained
484 885 976 96.7% 3.3% 0.2%
95.1%
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital
of Northam
- Percentage of shares voted for and against are calculated in relation to the total
number of shares voted for each resolution
- Abstentions are calculated as a percentage in relation to the total issued share capital
of Northam
Johannesburg
9 November 2016
Sponsor and Debt Sponsor
One Capital
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