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LONMIN PLC - AGM - Voting results

Release Date: 27/01/2017 07:05
Code(s): LON     PDF:  
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AGM - Voting results

Lonmin Plc (Incorporated in England and Wales)
(Registered in the Republic of South Africa under registration number 1969/000015/10)
JSE code: LON
Issuer Code: LOLMI & ISIN : GB00BYSRJ698 ("Lonmin")

27 JANUARY 2017

ANNUAL GENERAL MEETING – VOTING RESULTS

At the Annual General Meeting held on 26 January 2017 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 2016

        Votes for       % of    Votes against     % of    Total votes cast   % of issued        Number of
                       votes                     votes                             share   shares on which
                        cast                      cast                           capital        votes were
                                                                                  voting          withheld
     212,637,999     100.00            9,440       0.00      212,647,439           75.29         2,480,842

Resolution 2: To approve the directors’ remuneration report (other than the Directors’ remuneration
policy) for the year ended 30 September 2016

        Votes for       % of    Votes against     % of    Total votes cast   % of issued        Number of
                       votes                     votes                             share   shares on which
                        cast                      cast                           capital        votes were
                                                                                  voting          withheld
     178,033,863      87.13       26,289,606     12.87       204,323,469           72.34        10,805,298

Resolution 3: To reappoint KPMG LLP as the Company’s auditors

        Votes for       % of    Votes against     % of    Total votes cast   % of issued        Number of
                       votes                     votes                             share   shares on which
                        cast                      cast                           capital        votes were
                                                                                  voting          withheld
     125,418,930      58.31       89,678,242     41.69       215,097,172           76.16            31,598

Resolution 4: To authorise the Audit & Risk Committee of the Board to agree the auditors’ remuneration

        Votes for       % of    Votes against     % of    Total votes cast   % of issued        Number of
                       votes                     votes                             share   shares on which
                        cast                      cast                           capital        votes were
                                                                                  voting          withheld
     214,619,360      99.78          464,595       0.22      215,083,955           76.15            44,104

Resolution 5: To re-elect Brian Beamish as a Director
        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld

     214,225,700       99.61          847,298        0.39      215,072,998          76.15            54,842

Resolution 6: To re-elect Kennedy Bungane as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld
     211,510,716       98.35        3,555,900        1.65      215,066,616           76.15            62,227

Resolution 7: To re-elect Len Konar as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld
     213,400,395       99.22        1,673,693        0.78      215,074,088           76.15            53,483

Resolution 8: To re-elect Jonathan Leslie as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld
     214,854,165       99.90          221,418        0.10      215,075,583           76.15            53,497

Resolution 9: To re-elect Ben Magara as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld
     214,277,945       99.63          791,146        0.37      215,069,091           76.15            59,493

Resolution 10: To re-elect Ben Moolman as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued        Number of
                       votes                        votes                            share   shares on which
                        cast                         cast                          capital        votes were
                                                                                    voting          withheld
     214,294,715       99.64          773,877        0.36      215,068,592           76.15            58,886

Resolution 11: To re-elect Varda Shine as a Director

        Votes for       % of    Votes against        % of   Total votes cast   % of issued       Number of
                       votes                          votes                             share    shares on which
                        cast                           cast                            capital        votes were
                                                                                       voting           withheld
     214,115,376       99.56          953,785         0.44        215,069,161           76.15             58,279

Resolution 12: To re-elect Jim Sutcliffe as a Director

        Votes for       % of     Votes against         % of    Total votes cast    % of issued        Number of
                       votes                          votes                              share   shares on which
                        cast                           cast                            capital        votes were
                                                                                        voting          withheld
     211,206,410       98.20        3,866,919         1.80        215,073,329            76.15            53,890

Resolution 13: To re-elect Barrie van der Merwe as a Director

        Votes for       % of     Votes against         % of    Total votes cast    % of issued        Number of
                       votes                          votes                              share   shares on which
                        cast                           cast                            capital        votes were
                                                                                        voting          withheld
     213,642,751       99.34        1,417,822         0.66        215,060,573            76.15            68,007


Resolution 14: 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$9,400, provided that this authority shall expire on the
date of the next AGM of the Company or, if earlier, on 26 April 2018, 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 against         % of    Total votes cast         % of         Number of
                       votes                           votes                           issued    shares on which
                        cast                            cast                            share         votes were
                                                                                       capital          withheld
                                                                                       voting
     130,979,307       60.90        84,100,277        39.10        215,079,584          76.15            48,968

Resolution 15: 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 26 April 2018 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 against       % of     Total votes cast   % of issued         Number of
                        votes                       votes                              share    shares on which
                         cast                        cast                            capital         votes were
                                                                                      voting           withheld
     212,186,769        98.65        2,905,249       1.35        215,092,018           76.16             35,822

Resolution 16: 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 against       % of     Total votes cast   % of issued         Number of
                        votes                       votes                              share    shares on which
                         cast                        cast                            capital         votes were
                                                                                      voting           withheld
     208,005,901        96.71        7,085,308       3.29        215,091,209           76.16             37,344


The Board recognises that there has been a substantial vote against Resolution 3 (reappointment of the
external auditors). We are aware that our major shareholder in South Africa has recently adopted a policy
which strictly requires them to vote against the appointment of an external audit firm which has been in
post for ten years or more. This policy does not reflect the regulatory position in the UK where the Board
has followed best practice, the CMA Regulations and the EU Audit Regulation by tendering the external
audit in 2015. Following a robust tender process, the Board concluded that it was in the Company’s and
shareholders’ best interests to reappoint KPMG. New requirements implemented by the FRC in 2016 will
require the Company to tender the external audit no later than 30 September 2020 and, given the
maximum tenure that an auditor can serve under the rules, KPMG will not be invited to tender at that
time. The Board will consider this matter further in the coming weeks.

In addition, the Board recognises that the significant vote against Resolution 14 (authority to allot shares) 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 7201 6000
Company Secretary
Lonmin Plc

Tanya Chikanza                                          +44 (0)20 7201 6007
Head of Investor Relations
Lonmin Plc

END


Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

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