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Results of AGM
Sibanye Gold Limited
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye Gold”, “Sibanye” and/or “the Group”)
Results of the Sibanye Annual General Meeting
Westonaria, 23 May 2017: Sibanye (JSE: SGL AND NYSE: SBGL) advises shareholders
that all resolutions were passed by the requisite majority at the Company's Annual
General Meeting (the “AGM”) held at the Sibanye Gold Academy at 09:00 this morning.
In accordance with recommended practice, a poll was conducted on each resolution
at the meeting.
The number of shares voted in person or by proxy was 734,676,918, representing
79% of Sibanye’s 930,056,784 total ordinary shares in issue. The resolutions
proposed at the AGM and the percentage of shares voted for and against each
resolution, as well as those which abstained, are set out below:
Resolution % of % of Number of % of % of
votes votes shares Shares Shares
for the against voted Voted (2) abstai
resoluti the ned (2)
on (1) resoluti
on (1)
Ordinary Resolution 1 – 99.94% 0.06% 734,206,677 78.94% 0.05%
Re-appointment of auditors
Ordinary Resolution 2 – 99.63% 0.37% 731,158,328 78.61% 0.38%
Re-election of a director:
CD Chadwick
Ordinary Resolution 3 – 99.67% 0.33% 731,127,206 78.61% 0.38%
Re-election of a director:
RTL Chan
Ordinary Resolution 4 – 99.78% 0.22% 731,125,554 78.61% 0.38%
Re-election of a director:
TJ Cumming
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Ordinary Resolution 5 – 99.69% 0.31% 733,488,487 78.86% 0.13%
Re-election of a director:
C Keyter
Ordinary Resolution 6 – 98.78% 1.22% 731,108,349 78.61% 0.38%
Election of a director: MS
Moloko
Ordinary Resolution 7 – 99.76% 0.24% 731,125,852 78.61% 0.38%
Re-election of a member and
Chair of the Audit
Committee: KA Rayner
Ordinary Resolution 8 – 99.76% 0.24% 731,441,998 78.64% 0.35%
Re-election of a member of
the Audit Committee: RP
Menell
Ordinary Resolution 9 – 99.75% 0.25% 731,120,096 78.61% 0.38%
Re-election of a member of
the Audit Committee: NG
Nika
Ordinary Resolution 10 – 99.75% 0.25% 731,115,478 78.61% 0.38%
Re-election of a member of
the Audit Committee: SC van
der Merwe
Ordinary Resolution 11 – 99.96% 3.03% 734,118,024 78.93% 0.06%
Approval for the issue of
authorised but unissued
ordinary shares
Ordinary Resolution 12 – 96.92% 3.08% 734,090,687 78.93% 0.06%
Issuing equity securities
for cash
Ordinary Resolution 13 – 91.94% 8.06% 730,186,167 78.51% 0.06%
Approval for the Sibanye
2017 Share Plan
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Advisory endorsement of the 96.77% 3.23% 726,731,555 78.14% 0.85%
remuneration policy
Special Resolution 1 – 99.52% 0.48% 730,958,323 78.59% 0.40%
Approval for the
remuneration of non-
executive directors
Special Resolution 2 – 99.22% 0.78% 730,998,432 78.60% 0.40%
Approval for the Company to
grant financial assistance
in terms of sections 44 and
45 of the Act
Special Resolution 3 – 95.95% 4.05% 734,132,890 78.93% 0.06%
Approval for the
acquisition of the
Company’s own shares
Notes:
(1) The shares voted disclosed as a percentage in relation to the total number of
shares voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the total
issued share capital.
Sibanye Investor Relations Contact:
James Wellsted
SVP Investor Relations
Sibanye Gold Limited
+27 (0) 83 453 4014
james.wellsted@sibanyegold.co.za
Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Forward-looking Statements
This announcement includes “forward-looking statements” within the meaning of the
“safe harbour” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such
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as “target”, “will”, “forecast”, “expect”, “potential”, “intend”, “estimate”,
“anticipate”, “can” and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. In this
announcement, for example, statements related to expected timings of the rights
offer, are forward-looking statements. The forward-looking statements set out in
this announcement involve a number of known and unknown risks, uncertainties and
other factors, many of which are difficult to predict and generally beyond the
control of Sibanye, that could cause Sibanye’s actual results and outcomes to be
materially different from historical results or from any future results expressed
or implied by such forward-looking statements. These forward-looking statements
speak only as of the date of this presentation. Sibanye undertakes no obligation
to update publicly or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this presentation or to
reflect the occurrence of unanticipated events, save as required by applicable
law.
Each of the Underwriters are acting exclusively for the Group and no one else in
connection with the Rights Offer. They will not regard any other person (whether
or not a recipient of this announcement) as their respective clients in relation
to the Rights Offer and will not be responsible to anyone other than the Group
for providing the protections afforded to their respective clients nor for giving
advice in relation to the Rights Offer or any transaction or arrangement referred
to herein.
No representation or warranty, express or implied, is made by any of the
Underwriters as to the accuracy, completeness or verification of the information
set forth in this announcement, and nothing contained in this announcement is, or
shall be relied upon as, a promise or representation in this respect, whether as
to the past or the future. None of the Underwriters assumes any responsibility
for the accuracy, completeness or verification of the information set forth in
this announcement and, accordingly, disclaim each of the Underwriters, to the
fullest extent permitted by applicable law, any and all liability which they might
otherwise be found to have in respect of this announcement or any such statement.
Prospectus; No Offer or Solicitation
Sibanye has filed a registration statement (including a prospectus) and may file
a prospectus supplement with the Securities and Exchange Commission (the Rights
Offer. Before you invest, you should read the prospectus in that registration
statement, the prospectus supplement and other documents Sibanye will file and
has filed with the SEC for more complete information about Sibanye and the Rights
Offer. You may get these documents, when available, for free by visiting EDGAR on
the SEC web site at www.sec.gov or by visiting Sibanye’s website at
www.sibanyegold.co.za. Alternatively, Sibanye, any Underwriter or any dealer
participating in the Rights Offer will arrange to send you the registration
statement, prospectus and prospectus supplement, when available, if you request
it by calling toll-free (800) 322-2885 or by e-mailing
rightsoffer@mackenziepartners.com. This announcement is for information purposes
only and does not constitute: (i) an offer to sell, or a solicitation of offers
to purchase or subscribe for, securities in the United States or any other
jurisdiction; or (ii) investment advice in any jurisdiction relating to the
securities discussed herein.
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