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Report on proceedings at the Annual General Meeting
Kumba Iron Ore Limited
A member of the Anglo American plc group
(Incorporated in the Republic of South Africa)
(Registration number 2005/015852/06)
Share code: KIO
ISIN: ZAE000085346
(“Kumba” or “the company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
Kumba held its twelfth (12th) annual general meeting (“AGM”) of shareholders today, 11 May 2018. All the ordinary and special resolutions proposed at the meeting were
approved by the requisite majority of votes. Kumba confirms the voting statistics from the AGM as follows:
Shares voted Shares abstained
disclosed as a disclosed as a
Votes carried disclosed as a percentage in percentage in
percentage in relation to the total relation to the relation to the total
number of shares voted at the Number of total issued issued share
meeting shares voted share capital* capital*
Resolutions For Against
Ordinary resolution number 1: To re-appoint Deloitte & Touche
as independent auditors and the appointment of Mrs Nita 97,91% 2.09% 302,133,906 93,81% 0.01%
Ranchod as individual designated auditor
Ordinary Resolution Number 2.1 - To re-elect by way of
separate resolutions, the following non-executive directors who
retire by rotation in terms of the memorandum of incorporation: 98,91% 1.09% 302,133,687 93,81% 0.01%
Dolly Mokgatle
Ordinary Resolution Number 2.2 - To re-elect by way of
separate resolutions, the following non-executive directors who
retire by rotation in terms of the memorandum of incorporation:
Mr Sango Ntsaluba 98,01% 1,99% 302,133,084 93,81% 0,01%
Ordinary Resolution Number 2.3 - To re-elect by way of
separate resolutions, the following non-executive directors who 99,91% 0.09% 301,119,355 93,49% 0,33%
retire by rotation in terms of the memorandum of incorporation:
Dr Mandla Gantsho
Ordinary Resolution Number 2.4 - To re-elect by way of
separate resolutions, the following non-executive directors who 99,76% 0,24% 302,133,082 93,81% 0,01%
retire by rotation in terms of the memorandum of incorporation:
Mrs Nomalizo (Nthombi) Langa-Royds
Ordinary Resolution Number 2.5 - To re-elect by way of
separate resolutions, the following non-executive directors who 99,72% 0,28% 302,133,167 93,81% 0,01%
retire by rotation in terms of the memorandum of incorporation:
Mrs Mary Bomela
Ordinary Resolution Number 3.1 - To elect, by way of separate
resolutions, the following directors as members of the Audit 86.20% 13,80% 302,133,687 93,81% 0,01%
Committee in terms of Section 94 of the Companies Act No. 71
of 2008 as amended: Mrs Dolly Mokgatle
Ordinary Resolution Number 3.2 - To elect, by way of separate
resolutions, the following directors as members of the Audit 100% 0,00% 302,133,702 93,81% 0,01%
Committee in terms of Section 94 of the Companies Act No. 71
of 2008 as amended: Mr Terence Goodlace
Ordinary Resolution Number 3.3 - To elect, by way of separate
resolutions, the following directors as members of the Audit 99,45% 0,55% 302,133,167 93,81% 0,01%
Committee in terms of Section 94 of the Companies Act No. 71
of 2008 as amended: Mr Sango Ntsaluba
Ordinary Resolution Number 3.4 - To elect, by way of separate
resolutions, the following directors as members of the Audit 99,95% 0,05% 302,133,391 93,81% 0,01%
Committee in terms of Section 94 of the Companies Act No. 71
of 2008 as amended: Mrs Mary Bomela
Ordinary Resolution Number 4.1 - Approval of the remuneration
policy and its implementation by way of a non-binding advisory 99,25% 0,75% 301,984,071 93,76% 0,06%
vote – Approval of Remuneration Policy
Ordinary Resolution Number 4.2 - Approval of the
implementation of the remuneration policy and its 93,33% 6,67% 301,984,171 93,76% 0,06%
implementation by way of a non-binding advisory vote –
Approval for the implementation of the remuneration policy
Ordinary Resolution Number 5 – Amendment of the Kumba 99,55% 0,45% 302,131,140 93,80% 0,01%
Iron Ore Long-Term Incentive Plan
Ordinary Resolution Number 6 - General authority for directors 99,47% 0,53% 302,132,764 93,81% 0,01%
to allot and issue ordinary shares
Ordinary Resolution Number 7 – Authorisation to sign 100% 0,00% 302,133,014 93,81% 0,01%
documents to give effect to resolutions
Special Resolution Number 1 - General authority to issue 99,48% 0,52% 302,131,589 93,80% 0,01%
shares for cash
Special Resolution number 2.1 - Remuneration of non- 99,97% 0,03% 302,128,670 93,80% 0,01%
executive directors
Special Resolution Number 2.2 – Approval of Chairman’s fees 99,96% 0,04% 302,128,750 93,80% 0,01%
Special Resolution Number 3 - Approval for the granting of
financial assistance in terms of Sections 44 and 45 of the 99,65% 0.35% 302,129,035 93,80% 0,01%
Companies Act No. 71 of 2008
Special Resolution Number 4 - General authority to repurchase 99,19% 0,81% 302,131,972 93,8% 0,01%
shares
*Total issued share capital is 322 085 974.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
As previously communicated to the market on 8 March 2018, Mr Allen Morgan stepped down as independent non-executive director at the annual general meeting today,
after twelve years in the role. Kumba Board and management thank Mr Morgan for his immense contribution and commitment to the Board for over 12 years. Kumba will
announce Mr Morgan’s successor(s) as lead independent director and chairman of the Human Resources and Remuneration Committee in due course.
Centurion
11 May 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
For further information, please contact:
Company Secretary
Ms Celeste Appollis
celeste.appollis@angloamerican.com
Tel: +27 683 7063
Mobile: +27 83 452 6497
Media Investors
Sinah Phochana Penny Himlok
sinah.phochana@angloamerican.com penny.himlok@angloamerican.com
Tel: +27 12 683 7019 Tel: +27 (12) 622 8324
Mobile: +27 76 066 0655 Mobile: +27 82781 1888
Notes to editors:
Kumba Iron Ore Limited, a member of the Anglo American plc group, is a leading value-adding supplier of high quality iron ore to the global steel industry. Kumba produces
iron ore in South Africa at Sishen and Kolomela mines in the Northern Cape Province. Kumba exports iron ore to customers in a range of geographical locations around the
globe including China, Japan, Korea and a number of countries in Europe and the Middle East.
www.angloamericankumba.com
Anglo American is a global diversified mining business and our products are the essential ingredients in almost every aspect of modern life. Our portfolio of world-class
competitive mining operations and undeveloped resources provides the metals and minerals to meet the growing consumer-driven demands of the world’s developed and
maturing economies. With our people at the heart of our business, we use innovative practices and the latest technologies to discover new resources and mine, process,
move and market our products to our customers around the world.
As a responsible miner – of diamonds (through De Beers), copper, platinum and other precious metals, iron ore, coal and nickel – we are the custodians of what are precious
natural resources. We work together with our key partners and stakeholders to unlock the sustainable value that those resources represent for our shareholders, the
communities and countries in which we operate and for society at large. Anglo American is re-imagining mining to improve people’s lives.
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