Wrap Text
Results of Shareholder Voting at Today’s Annual General Meeting
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual plc
Ref 117/17
25 May 2017
RESULTS OF SHAREHOLDER VOTING AT TODAY’S ANNUAL GENERAL MEETING
At today’s Annual General Meeting (“AGM”) of Old Mutual plc (the “Company”), all of the resolutions set
out in the Notice of Meeting were voted on by a poll and were duly passed, except for the resolution
granting authority to disapply pre-emption rights in allotting certain equity securities and selling treasury
shares. Details of the votes cast were as follows:
ORDINARY RESOLUTIONS
Resolution 1: To receive and adopt the directors’ report and audited financial statements of the Group for the
year ended 31 December 2016.
Votes in favour % of votes cast Votes withheld
3,648,484,905 99.42 3,918,075
Votes against % of votes cast
21,404,765 0.58
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,669,889,670 74.44
Resolution 2(i):To re-elect Mr M Arnold as a director of the Company
Votes in favour % of votes cast Votes withheld
3,656,371,694 99.73 7,664,076
Votes against % of votes cast
9,771,975 0.27
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,666,143,669 74.36
Resolution 2(ii): To re-elect Ms Z Cruz as a director of the Company
Votes in favour % of votes cast Votes withheld
3,656,802,226 99.74 7,302,332
Votes against % of votes cast
9,703,187 0.26
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,666,505,413 74.37
Resolution 2(iii): To re-elect Mr A Gillespie as a director of the Company
Votes in favour % of votes cast Votes withheld
3,652,712,797 99.64 7,965,940
Votes against % of votes cast
13,129,008 0.36
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,665,841,805 74.36
Resolution 2(iv): To re-elect Ms D Gray as a director of the Company
Votes in favour % of votes cast Votes withheld
3,633,995,301 99.11 7,297,596
Votes against % of votes cast
32,514,848 0.89
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,666,510,149 74.37
Resolution 2(v): To re-elect Mr B Hemphill as a director of the Company
Votes in favour % of votes cast Votes withheld
3,653,851,775 99.62 6,147,474
Votes against % of votes cast
13,808,496 0.38
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,667,660,271 74.40
Resolution 2(vi): To re-elect Ms A Ighodaro as a director of the Company
Votes in favour % of votes cast Votes withheld
3,656,191,292 99.70 6,572,723
Votes against % of votes cast
11,043,730 0.30
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,667,235,022 74.39
Resolution 2(vii): To re-elect Ms I Johnson as a director of the Company
Votes in favour % of votes cast Votes withheld
3,655,279,102 99.67 6,472,242
Votes against % of votes cast
12,056,401 0.33
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,667,335,503 74.39
Resolution 2(viii): To re-elect Mr T Manuel as a director of the Company
Votes in favour % of votes cast Votes withheld
3,650,922,878 99.47 3,429,986
Votes against % of votes cast
19,454,881 0.53
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,670,377,759 74.45
Resolution 2(ix): To re-elect Mr R Marshall as a director of the Company
Votes in favour % of votes cast Votes withheld
3,652,615,794 99.56 5,165,107
Votes against % of votes cast
16,026,844 0.44
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,668,642,638 74.41
Resolution 2(x): To re-elect Mr N Moyo as a director of the Company
Votes in favour % of votes cast Votes withheld
3,173,052,410 87.64 53,390,956
Votes against % of votes cast
447,364,379 12.36
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,620,416,789 73.44
Resolution 2(xi): To re-elect Mr V Naidoo as a director of the Company
Votes in favour % of votes cast Votes withheld
2,885,851,746 78.95 18,617,639
Votes against % of votes cast
769,338,359 21.05
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,655,190,105 74.14
Resolution 2(xii): To re-elect Ms N Nyembezi-Heita as a director of the Company
Votes in favour % of votes cast Votes withheld
3,053,839,331 83.53 17,761,293
Votes against % of votes cast
602,207,120 16.47
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,656,046,451 74.16
Resolution 2(xiii): To re-elect Mr P O’Sullivan as a director of the Company
Votes in favour % of votes cast Votes withheld
3,644,265,445 99.37 6,313,182
Votes against % of votes cast
23,229,118 0.63
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,667,494,563 74.39
Resolution 3: To re-appoint KPMG LLP as auditors to the Company
Votes in favour % of votes cast Votes withheld
3,588,488,024 97.80 4,484,423
Votes against % of votes cast
80,835,297 2.20
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,669,323,321 74.43
Resolution 4: To authorise the Group Audit Committee to settle the remuneration of the auditors.
Votes in favour % of votes cast Votes withheld
3,660,749,535 99.88 8,557,281
Votes against % of votes cast
4,500,928 0.12
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,665,250,463 74.35
Resolution 5: To approve the Directors’ Remuneration Report, other than the part containing the Directors’
Remuneration Policy, for the year ended 31 December 2016.
Votes in favour % of votes cast Votes withheld
2,611,810,916 72.03 47,844,913
Votes against % of votes cast
1,014,151,915 27.97
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,625,962,831 73.55
Resolution 6: To grant authority to allot shares in the Company
Votes in favour % of votes cast Votes withheld
2,701,250,642 73.60 3,581,483
Votes against % of votes cast
968,975,620 26.40
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,670,226,262 74.45
SPECIAL RESOLUTIONS
Resolution 7: To grant authority to disapply pre-emption rights in allotting certain equity securities and selling
treasury shares
Votes in favour % of votes cast Votes withheld
2,727,863,966 74.36 5,240,515
Votes against % of votes cast
940,703,264 25.64
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,668,567,230 74.41
Resolution 8: To grant the Board authority to repurchase shares by market purchase on the London Stock
Exchange
Votes in favour % of votes cast Votes withheld
3,648,032,821 99.45 5,528,589
Votes against % of votes cast
20,246,335 0.55
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,668,279,156 74.41
Resolution 9: To approve contingent purchase contracts relating to purchases of shares on the African stock
exchanges where the Company’s shares are listed
Votes in favour % of votes cast Votes withheld
3,643,091,106 99.35 6,798,644
Votes against % of votes cast
23,917,995 0.65
Total votes cast (excluding votes % of total shares eligible to
withheld) vote
3,667,009,101 74.38
Notes to the above tables:
• Votes in favour include proxy votes where the Chairman was given discretion how to vote.
• Votes withheld are not counted in the calculation of the proportion of votes for or against a
resolution.
• The total number of shares eligible to vote was 4,929,978,343, being the total number of shares
in issue at the close of business on 23 May 2017.
• In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed, other
than resolutions concerning ordinary business at the AGM, has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM
• Old Mutual notes the level of votes cast against resolution 2(xi). The Company is aware that
many shareholders have not supported the re-election of Vassi Naidoo because he is a member
of the Group Audit Committee (GAC) but is not considered to be an independent non-executive
director. The Company has explained in its Annual Report 2016 why it considers that Mr.
Naidoo’s membership of the GAC is in the best interests of the Company and will continue to
engage with shareholders to explain this.
• Old Mutual notes the level of votes cast against resolution 5. We engage fully with shareholders
and other stakeholders on matters of executive remuneration. Management is paid for
performance and the Company’s Remuneration Committee was careful to ensure the outcomes
of the incentive plans were a fair reflection of the performance achieved.
• Old Mutual notes the level of votes cast against resolution 6 and resolution 7. In the case of
resolution 7, the level of votes cast against the resolution was sufficient to result in it not being
passed, because the required threshold of 75% of the total votes cast was not achieved. Whilst
the Company is disappointed with this outcome, as explained in the AGM circular the Directors
had no present intention to allot any shares pursuant to this resolution. Whilst both these
resolutions are considered routine for listed companies in the UK, the Company is aware that
certain overseas institutional investors, mainly in South Africa, have a policy of not supporting
them. The Company will continue to engage with those shareholders to improve understanding
and, if possible, allay any such concerns for the future.
Enquiries
External communications
Patrick Bowes +44 20 7002 7440
Investor relations
Dominic Lagan +44 20 7002 7190
Deward Serfontein +27 82 810 5672
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Notes to Editors
Old Mutual
Old Mutual provides investment, savings, insurance and banking services to 19.4 million customers in Africa, the
Americas, Asia and Europe. Originating in South Africa in 1845, Old Mutual has been listed on the London and
Johannesburg Stock Exchanges, among others, since 1999.
Old Mutual is executing its strategy of managed separation, which will entail separating its four businesses into
standalone entities. The four businesses are:
Old Mutual Emerging Markets: an attractive business with a dominant position in South Africa, well-placed to
capitalise on sub-Saharan African growth as a diversified financial services provider with strong operations in key
East and West African markets.
Nedbank: one of South Africa’s four largest banks with very strong corporate, commercial and property finance
franchises, and a growth opportunity in the retail market, as well as pan-African optionality through its stake in
Ecobank Transnational Inc (ETI).
Old Mutual Wealth: a leading, integrated wealth management business, focused on the UK upper and middle
market, with strong prospects in a rapidly growing £3 trillion market.
OM Asset Management: an institutionally focussed, multi-boutique asset management business, delivering
strong, diversified growth in attractive asset classes through organic initiatives and acquisitions.
For the year ended 31 December 2016, Old Mutual reported an adjusted operating profit before tax of £1.7 billion
and had £395 billion of funds under management. For further information on Old Mutual plc and the underlying
businesses, please visit the corporate website at www.oldmutualplc.com
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