Wrap Text
ACL - Results of the Annual General Meeting held on 25 May 2023
ArcelorMittal South Africa Limited
(Incorporated in the Republic of South Africa) (Registration Number 1989/002164/06)
Share Code: ACL
ISIN: ZAE000134961
(ArcelorMittal South Africa or the “Company”)
Results of the Annual General Meeting (AGM) held on 25 May 2023
At the AGM of the shareholders of ArcelorMittal South Africa held on Thursday, 25 May 2023, all the
ordinary and special resolutions proposed at the meeting were approved by the requisite majority of
votes by shareholders either present virtually or represented by proxy.
The issued shares and shares represented at the AGM are set out below.
Ordinary shares 1 138 059 825
A1 ordinary shares 243 240 276
A2 ordinary shares 72 972 083
Total number of shares in issue 1 454 272 184
Treasury shares (excluded from voting) 23 447 036
Total number of shares (“voteable shares”) 1 430 825 148
Total number of shares represented (including proxies) at the AGM 1 270 239 221
Total number of shares represented ( including proxies) the AGM
as % of voteable shares 88.78%
The voting results in total is set out below, followed by the voting results on the ordinary shares, A1
ordinary shares and A 2 ordinary shares.
Voting results total:
Ordinary resolution number 1 - Appointment of auditors
For Against Abstain Shares Voted
1 269 927 148 139 014 172 857 1 270 066 162
99.99% 0.01% 0.01% 88.76%
Ordinary resolution number 2.1 - Re-election of Mr G Gouws
For Against Abstain Shares Voted
1 253 116 039 16 950 123 172 857 1 270 066 162
98.67% 1.33% 0.01% 88.76%
Ordinary resolution number 2.2 - Re-election of Mr NF Nicolau
For Against Abstain Shares Voted
1 269 283 556 782 606 172 857 1 270 066 162
99.94% 0.06% 0.01% 88.76%
1
Ordinary resolution number 3.1 - Appointment of Ms D Earp as audit and risk committee Member
For Against Abstain Shares Voted
1 269 285 116 781 046 172 857 1 270 066 162
99.94% 0.06% 0.01% 88.76%
Ordinary resolution number 3.2 - Appointment of Ms LC Cele as audit and risk committee member
For Against Abstain Shares Voted
1 269 924 558 141 604 172 857 1 270 066 162
99.99% 0.01% 0.01% 88.76%
Ordinary resolution number 3.3 - Appointment of Mr NF Nicolau as audit and risk committee
member
For Against Abstain Shares Voted
1 269 949 588 116 574 172 857 1 270- 066 162
99.99% 0.01% 0.01% 88.76%
Ordinary resolution number 4.1 - Endorsement of remuneration policy
For Against Abstain Shares Voted
1 177 595 147 92 456 345 187 527 1 270 051 492
92.72% 7.28% 0.01% 88.76%
Ordinary resolution number 4.2 - Endorsement of the implementation report
For Against Abstain Shares Voted
1 177 487 113 92 564 296 187 610 1 270 051 409
92.71% 7.29% 0.01% 88.76%
Special resolution number 1.1 - Approval of non-executive directors’ fees - Chairperson (all-in
annual fee)
For Against Abstain Shares Voted
1 252 996 446 17 056 799 185 774 1 270 053 245
98.66% 1.34% 0.01% 88.76%
Special resolution number 1.2 - Approval of non-executive directors’ fees - Director (annual retainer
and attendance per board meeting)
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.3 - Approval of non-executive directors’ fees - Audit and risk
committee chairperson
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
2
Special resolution number 1.4 - Approval of non-executive directors’ fees - Audit and risk
committee member
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.5 - Approval of non-executive directors’ fees - Human resources,
remuneration and nominations committee chairperson
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.6 - Approval of non-executive directors’ fees - Human resources,
remuneration and nominations committee member
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01%
Special resolution number 1.7 - Approval of non-executive directors’ fees – Transformation, social
and ethics committee chairperson
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.8 - Approval of non-executive directors’ fees – Transformation, social
and ethics committee member
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.9 - Approval of non-executive directors’ fees - Safety, health and
environment committee chairperson
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.10 - Approval of non-executive directors’ fees - Safety, health and
environment committee member
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
3
Special resolution number 1.11 - Approval of non-executive directors’ fees - Any ad hoc or other
committee appointed by the board (chairperson)
For Against Abstain Shares Voted
1 269 524 323 528 839 185 774 1 270 053 162
99.96% 0.04% 0.01% 88.76%
Special resolution number 1.12 - Approval of non-executive directors’ fees - Any ad hoc or other
committee appointed by the board (member)
For Against Abstain Shares Voted
1 269 524 323 528 839 185 774 1 270 053 162
99.96% 0.04% 0.01% 88.76%
Special resolution number 1.13 - Approval of non-executive directors’ fees - Non-executive director
serving as share trust committee chairperson
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 1.14 - Approval of non-executive directors’ fees - Non-executive director
serving as share trust committee member
For Against Abstain Shares Voted
1 269 834 701 218 461 185 774 1 270 053 162
99.98% 0.02% 0.01% 88.76%
Special resolution number 2 - Financial assistance to related or inter-related company
For Against Abstain Shares Voted
1 251 977 882 18 075 280 185 774 1 270 053 162
98.58% 1.42% 0.01% 88.76%
Ordinary resolution number 5 - Authority to implement resolutions passed at the annual general
meeting
For Against Abstain Shares Voted
1 269 922 148 138 014 178 774 1 270 060 162
99.99% 0.01% 0.01% 88.76%
(The percentage calculations above are based on the voteable shares (in respect of the shares
voted and abstentions) and a percentage of the shares voted ( in respect of the for and against
votes).
4
Voting results ordinary shares
Ordinary resolution number 1 - Appointment of auditors
For Against Abstain Shares voted
953 714 789 139 014 172 857 953 853 803
99,99% 0,01% 0,02% 85,58%
Ordinary resolution 2.1 – Re-election of Mr G Gouws
For Against Abstain Shares voted
936 903 680 16 950 123 172 857 953 853 803
98,22% 1,78% 0,02% 85,58%
Ordinary resolution 2.2 – Re-election of Mr N Nicolau
For Against Abstain Shares voted
953 071 197 782 606 172 857 953 853 803
99,92% 0,08% 0,02% 85,58%
Ordinary resolution 3.1 – Election of Ms D Earp as audit and risk committee member
For Against Abstain Shares voted
953 072 757 781 046 172 857 953 853 803
99,92% 0,08% 0,02% 85,58%
Ordinary resolution 3.2 – Election of Ms LC Cele as audit and risk committee member
For Against Abstain Shares voted
953 712 199 141 604 172 857 953 853 803
99,99% 0,01% 0,02% 85,58%
Ordinary resolution 3.3 – Election of Mr NF Nicolau as audit and risk committee member
For Against Abstain Shares voted
953 737 229 116 574 172 857 953 853 803
99,99% 0,01% 0,02% 85,58%
Non-binding resolution 4.1 – Endorsement of remuneration policy
For Against Abstain Shares voted
934 354 871 19 484 262 187 527 953 839 133
97,96% 2,04% 0,02% 85,58%
Non-binding resolution 4.2 – Endorsement of the implementation report
For Against Abstain Shares voted
934 246 837 19 592 213 187 610 953 839 050
97,95% 2,05% 0,02% 85,58%
5
Special resolution 1.1 – Approval of non-executive directors’ fees: Chairperson (all-in annual fee)
For Against Abstain Shares voted
936 784 087 17 056 799 185 774 953 840 886
98,21% 1,79% 0,02% 85,58%
Special resolution 1.2 – Approval of non-executive directors’ fees: Director (annual retainer and
attendance per board meeting)
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.3 – Approval of non-executive directors’ fees: Audit and risk committee
chairperson
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.4 – Approval of non-executive directors’ fees: Audit and risk committee
member
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.5 – Approval of non-executive directors’ fees: Human resources committee
chairperson
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.6 – Approval of non-executive directors’ fees: Human resources committee
member
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.7 – Approval of non-executive directors’ fees: Social and ethics committee
chairperson
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
6
Special resolution 1.8 – Approval of non-executive directors’ fees: Social and ethics committee
member
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.9 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee chairperson
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.10 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee member
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.11 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (chairperson)
For Against Abstain Shares voted
953 311 964 528 839 185 774 953 840 803
99,94% 0,06% 0,02% 85,58%
Special resolution 1.12 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (member)
For Against Abstain Shares voted
953 311 964 528 839 185 774 953 840 803
99,94% 0,06% 0,02% 85,58%
Special resolution 1.13 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee chairperson
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
Special resolution 1.14 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee member
For Against Abstain Shares voted
953 622 342 218 461 185 774 953 840 803
99,98% 0,02% 0,02% 85,58%
7
Special resolution 2 - Financial assistance to related or inter-related company
For Against Abstain Shares voted
935 765 523 18 075 280 185 774 953 840 803
98,11% 1,89% 0,02% 85,58%
Ordinary resolution 5 - Authority to implement resolutions passed at the annual general meeting
For Against Abstain Shares voted
953 709 789 138 014 178 774 953 847 803
99,99% 0,01% 0,02% 85,58%
(The percentage calculations above are based on the voteable shares (in respect of the shares
voted and abstentions) and a percentage of the shares voted (in respect of the for and against
votes).
Voting results A 1 ordinary shares
Ordinary resolution 1 – Appointment of auditors
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 2.1 – Re-election of Mr G Gouws
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 2.2 – Re-election of Mr N Nicolau
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 3.1 – Election of Ms D Earp as audit and risk committee member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 3.2 – Election of Ms LC Cele as audit and risk committee member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 3.3 – Election of Mr NF Nicolau as audit and risk committee member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
8
Non-binding resolution 4.1 – Endorsement of remuneration policy
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Non-binding resolution 4.2 – Endorsement of the implementation report
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.1 – Approval of non-executive directors’ fees: Chairperson (all-in annual fee)
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.2 – Approval of non-executive directors’ fees: Director (annual retainer and
attendance per board meeting)
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.3 – Approval of non-executive directors’ fees: Audit and risk committee
chairperson
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.4 – Approval of non-executive directors’ fees: Audit and risk committee
member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.5 – Approval of non-executive directors’ fees: Human resources committee
chairperson
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.6 – Approval of non-executive directors’ fees: Human resources committee
member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
9
Special resolution 1.7 – Approval of non-executive directors’ fees: Social and ethics committee
chairperson
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.8 – Approval of non-executive directors’ fees: Social and ethics committee
member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.9 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee chairperson
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.10 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee member)
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.11 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (chairperson)
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.12 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (member)
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 1.13 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee chairperson
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 0100,00%
10
Special resolution 1.14 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee member
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Special resolution 2 - Financial assistance to related or inter-related company
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 5 - Authority to implement resolutions passed at the annual general meeting
For Against Abstain Shares voted
243 240 276 - - 243 240 276
100,00% 0,00% 0,00% 0100,00%
(The percentage calculations above are based on the voteable shares ( in respect of the shares
voted and abstentions) and a percentage of the shares voted ( in respect of the for and against
votes).
Voting results A 2 ordinary shares
Ordinary resolution 1 – Appointment of auditors
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 2.1 – Re-election of Mr G Gouws
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 2.2 – Re-election of Mr N Nicolau
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 3.1 – Election of Ms D Earp as audit and risk committee member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 3.2 – Election of Ms LC Cele as audit and risk committee member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
11
Ordinary resolution 3.3 – Election of Mr NF Nicolau as audit and risk committee member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Non-binding resolution 4.1 – Endorsement of remuneration policy
For Against Abstain Shares voted
- 72 972 083 - 72 972 083
0,00% 100,00% 0,00% 100,00%
Non-binding resolution 4.2 – Endorsement of the implementation report
For Against Abstain Shares voted
- 72 972 083 - 72 972 083
0,00% 100,00% 0,00% 100,00%
Special resolution 1.1 – Approval of non-executive directors’ fees: Chairperson (all-in annual fee)
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.2 – Approval of non-executive directors’ fees: Director (annual retainer and
attendance per board meeting)
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.3 – Approval of non-executive directors’ fees: Audit and risk committee
chairperson.
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.4 – Approval of non-executive directors’ fees: Audit and risk committee
member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.5 – Approval of non-executive directors’ fees: Human resources committee
chairperson
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
12
Special resolution 1.6 – Approval of non-executive directors’ fees: Human resources committee
member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.7 – Approval of non-executive directors’ fees: Social and ethics committee
chairperson
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.8 – Approval of non-executive directors’ fees: Social and ethics committee
member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.9 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee chairperson
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.10 – Approval of non-executive directors’ fees: Safety, security, health and
environmental committee member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.11 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (chairperson)
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.12 – Approval of non-executive directors’ fees: Any ad hoc or other committee
appointed by the board (member)
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
13
Special resolution 1.13 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee chairperson
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 1.14 – Approval of non-executive directors’ fees: Non-executive director serving
as share trust committee member
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Special resolution 2 - Financial assistance to related or inter-related company
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
Ordinary resolution 5 - Authority to implement resolutions passed at the annual general meeting
For Against Abstain Shares voted
72 972 083 - - 72 972 083
100,00% 0,00% 0,00% 100,00%
(The percentage calculations above are based on the voteable shares (in respect of the shares voted
and abstentions) and a percentage of the shares voted (in respect of the for and against votes).
Shareholders are reminded that as set out in the AGM Notice, Ms M Musonda who retired by rotation
at the AGM had indicated that she will not be available for re-election, and has accordingly stepped
down as a director of the Company.
The board of directors and the Company thanks Ms Musonda for her contribution to the Company
over the years.
29 May 2023
Vanderbijlpark Works
For further information please contact:
Mr Tami Didiza: Group Manager: Stakeholder Management and Communications
Tel: (016) 889 4523
Company Secretary: FluidRock Co Sec (Pty) Ltd
Sponsor to ArcelorMittal South Africa Limited
Absa Bank Limited (acting through its Corporate and Investment Banking division)
14
Date: 29-05-2023 11:10:00
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