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Results of annual general meeting and changes to the board of directors - NHM, NHM002, NHM003
Northam Platinum Limited
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Share code: NHM ISIN: ZAE000030912
Debt issuer code: NHMI
Bond code: NHM002 Bond ISIN: ZAG000129024
Bond code: NHM003 Bond ISIN: ZAG000129032
(“Northam” or the “company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF
DIRECTORS
Northam shareholders (“shareholders”) are advised that at the annual general meeting of
shareholders held on Tuesday, 7 November 2017 (“AGM”), the ordinary and special
resolutions, as set out in the notice of AGM dated Friday, 22 September 2017, were approved
by the requisite majority of shareholders present or represented by proxy at the AGM. Further
details regarding the voting results for each of the resolutions are contained below.
CHANGES TO THE BOARD OF DIRECTORS
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders
are advised as follows:
Retirement and appointment of Chairman
Mr Lazarus Zim, Chairman of the board of directors of Northam (“board”), retired at the
conclusion of the AGM. The board would like to thank Mr Zim for his valuable contribution to
the company during his ten year tenure as a director and Chairman of the board.
Northam is pleased to announce that following the retirement of Mr Zim, Mr Brian Mosehla, a
non-executive director of the board, has been appointed as Chairman. Mr Mosehla joined
Northam in August 2015 and represents Zambezi Platinum (RF) Limited. The board looks
forward to Mr Mosehla’s contribution in his new role.
Mr Ralph Havenstein, the Lead Independent Director (“LID”) will continue to serve as LID of
the company.
Appointment of independent non-executive directors and board committee changes
Mr David Brown, who has been elected as an independent non-executive director of the board
at the AGM with effect from the date on which the amendment of the company’s memorandum
of incorporation envisaged in special resolution number 1 becomes effective, has been
appointed as a member of the audit and risk committee and Chairman of the investment
committee. Mr Brown will replace Mr Havenstein as Chairman of the investment committee,
and Mr Havenstein will remain as a member of the investment committee.
Dr Yoza Jekwa has been appointed by the board as an independent non-executive director of
the board and as a member of the social, ethics and human resources committee with effect
from Wednesday, 8 November 2017. Dr Jekwa holds an MBA in Finance and an MBBCh
(Medicinae Baccalaureus, Baccalaureus Chirurgiae). Dr Jekwa has extensive experience in
the South African Corporate Banking industry and has held various positions in the medical
field in South Africa and the United Kingdom. The board is pleased to welcome Dr Jekwa and
looks forward to her future contribution to the company.
Mr Mosehla will replace Mr Zim as a member of the nomination committee, following Mr Zim’s
retirement.
Mr John Smithies, an independent non-executive director of the board, has been appointed
as a member of the health, safety and environmental committee.
RESULTS OF ANNUAL GENERAL MEETING
The total number of Northam shares eligible to vote at the AGM is 509 781 212.
All resolutions proposed at the AGM, together with the number and percentage of shares
voted, the percentage of shares abstained, as well as the percentage of votes carried for and
against each resolution, are as follows:
Ordinary resolution number 1 – adoption of audited group annual financial statements of
the company for the year ended 30 June 2017
Shares voted For Against Abstained
450 653 510 99.47% 0.53% 0.02%
88.40%
Ordinary resolution number 2.1 – re-election of Mr R Havenstein as a director
Shares voted For Against Abstained
450 777 895 98.50% 1.50% 0.00%
88.43%
Ordinary resolution number 2.2 – re-election of Ms TE Kgosi as a director
Shares voted For Against Abstained
450 777 895 97.81% 2.19% 0.00%
88.43%
Ordinary resolution number 2.3 – re-election of Mr KB Mosehla as a director
Shares voted For Against Abstained
450 777 895 97.61% 2.39% 0.00%
88.43%
Ordinary resolution number 2.4 – re-election of Mr JG Smithies as a director
Shares voted For Against Abstained
450 777 895 100.00% 0.00% 0.00%
88.43%
Ordinary resolution number 2.5 – election of Mr DH Brown as a director, conditional on
special resolution number 1 being approved and the amendment of the company's
memorandum of incorporation envisaged therein becoming effective.
Shares voted For Against Abstained
450 777 895 96.79% 3.21% 0.00%
88.43%
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent
external auditor of the company
Shares voted For Against Abstained
444 905 041 83.07% 16.93% 1.15%
87.27%
Ordinary resolution number 4.1 – re-election of Ms HH Hickey as a member of the audit and
risk committee
Shares voted For Against Abstained
436 238 743 99.33% 0.67% 2.85%
85.57%
Ordinary resolution number 4.2 – re-election of Mr R Havenstein as a member of the audit
and risk committee
Shares voted For Against Abstained
450 777 895 88.67% 11.33% 0.00%
88.43%
Ordinary resolution number 4.3 – re-election of Ms TE Kgosi as a member of the audit and
risk committee
Shares voted For Against Abstained
450 777 895 88.68% 11.32% 0.00%
88.43%
Ordinary resolution number 5.1 – endorsement of the group’s remuneration policy
Shares voted For Against Abstained
450 777 895 84.61% 15.39% 0.00%
88.43%
Ordinary resolution number 5.2 – endorsement of the group’s remuneration implementation
report
Shares voted For Against Abstained
450 777 895 86.78% 13.22% 0.00%
88.43%
Special resolution number 1 – approval of amendment to the company's memorandum of
incorporation to increase the maximum number of directors
Shares voted For Against Abstained
450 777 895 100.00% 0.00% 0.00%
88.43%
Special resolution number 2 – approval of non-executive directors’ fees for the year ending
30 June 2018
Shares voted For Against Abstained
450 777 895 100.00% 0.00% 0.00%
88.43%
Special resolution number 3.1 – approval of financial assistance to related and interrelated
companies
Shares voted For Against Abstained
450 777 895 100.00% 0.00% 0.00%
88.43%
Special resolution number 3.2 – approval of financial assistance to executive directors
and/or prescribed officers and their related and interrelated persons
Shares voted For Against Abstained
450 777 895 89.68% 10.32% 0.00%
88.43%
Special resolution number 4 – approval of general authority to repurchase issued shares
Shares voted For Against Abstained
450 777 895 99.70% 0.30% 0.00%
88.43%
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital of
Northam.
- Percentage of shares voted for and against are calculated in relation to the total number
of shares voted in respect of each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of
Northam.
Johannesburg
7 November 2017
Sponsor and Debt Sponsor
One Capital
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