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AFRICAN RAINBOW MINERALS LIMITED - Results of the 85th Annual General Meeting

Release Date: 10/12/2018 17:03
Code(s): ARI     PDF:  
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Results of the 85th Annual General Meeting

African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(“ARM”)

Results of the 85th Annual General Meeting

The shareholders of ARM (“Shareholders”) are advised that at the annual general meeting of Shareholders (“Annual
General Meeting”) held on Friday, 7 December 2018, in terms of the notice of Annual General Meeting distributed to
Shareholders on 30 October 2018, all of the resolutions tabled were passed by the requisite majority of votes cast by
Shareholders present in person or represented by proxy.

As at Friday, 30 November 2018, being the voting record date (“Voting Record Date”), the total issued share capital of
ARM was 220 365 903 (“Issued Shares”) and the total number of votable shares was 191 751 163 (“Votable Shares”). The
number of ARM shares voted in person or by proxy at the Annual General Meeting was 167 103 542 shares, representing
75.83 of the Issued Shares and 87.15 of the Votable Shares.

The voting results were as follows:

                                                                                              SHARES
                                                                                               VOTED        SHARES
                                                                                                 AS A     ABSTAINED
                                                                                              PERCENT         AS A
                                                                SHARES         NUMBER             OF      PERCENT OF
                                                  SHARES         VOTED           OF            ISSUED       ISSUED
                                                 VOTED FOR      AGAINST        SHARES          SHARES       SHARES
 RESOLUTION                                        (%)*           (%)*          VOTED           (%)**        (%)**

 Ordinary resolution number 1
 Re-election of Dr M M M Bakane-Tuoane as          83.62          16.38       167 103 542       75.83         0.00
 a Director

 Ordinary resolution number 2
 Re-election of Mr A D Botha as a Director         98.96           1.04       167 103 542       75.83         0.00
 

 Ordinary resolution number 3
 Re-election of Mr T A Boardman as a               99.51           0.49       167 103 542       75.83         0.00
 Director

 Ordinary resolution number 4
 Re-election of Mr W M Gule as a Director          86.37          13.63       167 103 542       75.83         0.00
 
 Ordinary resolution number 5
 Re-election of Mr A K Maditsi as a Director       85.67          14.33       166 184 339       75.41         0.42
 
 Ordinary resolution number 6
 Election of Ms A M Mukhuba as a Director          96.13           3.87       167 103 542       75.83         0.00
 
 Ordinary resolution number 7
 Re-appointment of Ernst & Young Inc. as
 external auditor and re-appointment of            90.49           9.51       167 103 542       75.83         0.00
 Mr L I N Tomlinson as the person designated
 to act on behalf of the external auditor

 Ordinary resolution number 8
 Election of Audit and Risk Committee              
 Members

 Ordinary resolution number 8.1                    100.00          0.00       167 103 542       75.83         0.00
 Mr T A Boardman

 Ordinary resolution number 8.2
 Dr M M M Bakane-Tuoane                             83.93          16.07      167 103 542       75.83         0.00
 
 Ordinary resolution number 8.3
 Mr A D Botha                                       97.26          2.74       167 103 542       75.83         0.00
 
 Ordinary resolution number 8.4
 Mr A K Maditsi                                     83.83          16.17      166 184 339       75.41         0.42
 
 Ordinary resolution number 8.5
 Mr J P Möller                                     100.00          0.00       167 103 542       75.83         0.00
 
 Ordinary resolution number 8.6
 Dr R V Simelane                                    83.53          16.47      167 103 542       75.83         0.00
 
 Ordinary resolution number 9
 Adoption of the 2018 Conditional Share Plan        99.15          0.85       166 184 339       75.41         0.42
 
 Ordinary resolution number 10
 Non-binding advisory vote on the                   89.58          10.42      166 145 153       75.40         0.43
 Company’s Remuneration Policy

 Ordinary resolution number 11
 Non-binding advisory vote on the
 Company’s Remuneration Implementation              92.15          7.85       166 145 153       75.40         0.43
 Report
 
 Ordinary resolution number 12
 Placing control of the authorised but
 unissued Company shares in the hands of
 the Board                                          94.01          5.99       167 103 542       75.83         0.00
 
 Ordinary resolution number 13
 General authority to allot and issue shares         90.73          9.27       167 103 542       75.83         0.00
 for cash

 Special resolution number 1
 Annual retainer fees and per Board Meeting
 attendance fees for Non-Executive Directors

 Special resolution number 1.1
 Annual retainer fees for Non-Executive              95.83          4.17       167 103 542       75.83         0.00
 Directors

 Special resolution number 1.2
 Per Board meeting attendance fees for Non-          98.43          1.57       167 103 542       75.83         0.00
 executive Directors

 Special resolution number 2
 Committee meeting attendance fees for               98.60          1.40       167 103 542       75.83         0.00
 Non-executive Directors

 Special resolution number 3
 Financial assistance – for subscription for         79.32          20.68      167 103 542       75.83         0.00
 securities

 Special resolution number 4
 Financial assistance – for related or inter-        99.44          0.56       167 103 542       75.83         0.00
 related companies

 Special resolution number 5
 Issue of shares in connection with the 2018         98.60          1.40       167 103 542       75.83         0.00
 Conditional Share Plan

 Special resolution number 6
 General authority to repurchase shares              96.49          3.51       166 184 339       75.41         0.42
 
* Expressed as a percentage of the number of shares voted per resolution (rounded to the nearest two decimals).
**Expressed as a percentage of the Issued Shares as at the Voting Record Date (rounded to the nearest two decimals).


Sandton
10 December 2018

Sponsor: Investec Bank Limited

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