Wrap Text
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
Date: 27/01/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.