NORTHAM PLATINUM LIMITED - Results of annual general meeting and changes to the board of directors

Release Date: 06/11/2018 14:00
 
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Results of annual general meeting and changes to the board of directors

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
Bond code: NHM004 Bond ISIN: ZAG000150764
Bond code: NHM005 Bond ISIN: ZAG000151242
(“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, 6 November 2018 (“AGM”), the ordinary and special
resolutions, as set out in the notice of AGM dated Thursday, 30 August 2018, 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 that Messrs MH (Mcebisi) Jonas and JJ (Jean) Nel have been elected as
independent non-executive directors of the board at the AGM. Mr Jean Nel’s appointment is
with effect from the date on which the amendment of the company's memorandum of
incorporation (“MOI”) envisaged in special resolution number 1 becomes effective.

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 the audited group annual financial statements
of the company for the year ended 30 June 2018

 Shares voted           For                    Against                Abstained
 477 785 590            100.00%                0.00%                  0.03%

 93.72%


Ordinary resolution number 2.1 – re-election of Mr CK Chabedi as a director

 Shares voted           For                    Against                Abstained
 477 780 079            98.70%                 1.30%                  0.03%

 93.72%


Ordinary resolution number 2.2 – re-election of Ms HH Hickey as a director

 Shares voted           For                   Against                Abstained
 477 780 079            98.42%                1.58%                  0.03%

 93.72%


Ordinary resolution number 2.3 – re-election of Mr TI Mvusi as a director

 Shares voted           For                   Against                Abstained
 477 780 079            96.03%                3.97%                  0.03%

 93.72%


Ordinary resolution number 2.4 – election of Dr NY Jekwa as a director

 Shares voted           For                   Against                Abstained
 477 780 079            98.52%                1.48%                  0.03%

 93.72%


Ordinary resolution number 2.5 – election of Mr MH Jonas as a director

 Shares voted           For                   Against                Abstained
 477 909 977            99.99%                0.01%                  0.01%

 93.75%


Ordinary resolution number 2.6 – election of Mr JJ Nel as a director, conditional on special
resolution number 1 being approved and the amendment of the company's MOI envisaged
therein becoming effective.

 Shares voted           For                   Against                Abstained
 477 909 977            100.00%               0.00%                  0.01%

 93.75%


Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent
external auditor of the company

 Shares voted           For                   Against                Abstained
 477 909 977            87.54%                12.46%                 0.01%

 93.75%


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
 477 780 079           98.39%                1.61%                 0.03%

 93.72%


Ordinary resolution number 4.2 – re-election of Mr DH Brown as a member of the audit
and risk committee

 Shares voted           For                    Against               Abstained
 477 780 079            99.73%                 0.27%                 0.03%

 93.72%


Ordinary resolution number 4.3 – re-election of Mr R Havenstein as a member of the audit
and risk committee

 Shares voted           For                    Against               Abstained
 477 780 079            86.67%                 13.33%                0.03%

 93.72%


Ordinary resolution number 4.4 – re-election of Ms TE Kgosi as a member of the audit and
risk committee

 Shares voted          For                   Against               Abstained
 477 780 079           87.98%                12.02%                0.03%

 93.72%


Ordinary resolution number 5.1 – endorsement of the group’s remuneration policy

 Shares voted          For                   Against               Abstained
 477 671 707           89.24%                10.76%                0.05%

 93.70%


Ordinary resolution number 5.2 – endorsement of the group’s remuneration implementation
report

 Shares voted          For                   Against               Abstained
 477 780 079           88.31%                11.69%                0.03%

 93.72%


Special resolution number 1 – approval of amendment to the company's MOI to increase
the maximum number of directors

 Shares voted           For                    Against                Abstained
 477 909 977            99.96%                 0.04%                  0.01%

 93.75%


Special resolution number 2.1 – approval of non-executive directors’ fees for the year ending
30 June 2019

 Shares voted           For                    Against                Abstained
 477 780 079            99.12%                 0.88%                  0.03%

 93.72%


Special resolution number 2.2 – approval of the payment of additional non-executive
directors’ fees for additional meetings held during the financial year ended 30 June 2018

 Shares voted           For                    Against                Abstained
 477 780 079            99.99%                 0.01%                  0.03%

 93.72%


Special resolution number 3.1 – approval of financial assistance to related and interrelated
companies

 Shares voted           For                    Against                Abstained
 477 909 977            99.66%                 0.34%                  0.01%

 93.75%


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
 477 909 977            88.40%                 11.60%                 0.01%

 93.75%


Special resolution number 4 – approval of general authority to repurchase issued shares

 Shares voted           For                    Against                Abstained
 477 909 987            97.98%                 2.02%                  0.01%

 93.75%


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
6 November 2018

Sponsor and Debt Sponsor
One Capital

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