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OLD MUTUAL PLC - Results of Shareholder Voting at Todays Annual General Meeting

Release Date: 26/05/2017 08:00
Code(s): OML     PDF:  
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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