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Results of AGM
Lonmin Plc (Incorporated in England and Wales)
(Registered in the Republic of South Africa under registration number 1969/000015/10)
JSE code: LON
Issuer Code: LOLMI & ISIN : GB00BYSRJ698 ("Lonmin")
LEI: 213800FGJZ2WAC6Y2L94
26 MARCH 2019
ANNUAL GENERAL MEETING – VOTING RESULTS
At the Annual General Meeting held on 25 March 2019 all resolutions in the Notice of Meeting were
considered by shareholders by means of a poll vote and all resolutions, save for resolution 2, were duly
adopted with votes cast being as set out below:
Resolution 1: To receive the report and accounts for the year ended 30 September 2018
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
187,787,898 98.68 2,513,486 1.32 190,301,384 67.30 45,604
Resolution 2: To approve the directors’ remuneration report (other than the Directors’ remuneration
policy) for the year ended 30 September 2018
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
49,833,631 26.19 140,426,150 73.81 190,259,781 67.28 87,889
Resolution 3: To reappoint KPMG LLP as the Company’s auditors
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
186,526,975 98.00 3,799,883 2.00 190,326,858 67.30 20,076
Resolution 4: To authorise the Audit & Risk Committee of the Board to agree the auditors’ remuneration
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
190,309,362 99.99 15,422 0.01 190,324,784 67.30 21,709
Resolution 5: To re-elect Brian Beamish as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
181,870,380 95.56 8,447,023 4.44 190,317,403 67.30 29,587
Resolution 6: To re-elect Kennedy Bungane as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
172,493,385 90.71 17,675,079 9.29 190,168,464 67.25 178,587
Resolution 7: To re-elect Gillian Fairfield as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
182,767,644 96.03 7,548,882 3.97 190,316,526 67.30 30,462
Resolution 8: To re-elect Jonathan Leslie as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
181,658,065 95.45 8,652,844 4.55 190,310,909 67.30 29,813
Resolution 9: To re-elect Ben Magara as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
190,208,930 99.93 132,615 0.07 190,341,545 67.31 6,061
Resolution 10: To elect Sizwe Nkosi as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
187,207,212 98.37 3,109,980 1.63 190,317,192 67.30 30,179
Resolution 11: To re-elect Varda Shine as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
176,354,450 92.66 13,962,685 7.34 190,317,135 67.30 30,470
Resolution 12: To re-elect Barrie van der Merwe as a Director
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
190,203,065 99.93 138,033 0.07 190,341,098 67.31 5,769
Resolution 13: Directors' authority to allot shares
The text of this resolution reads as follows:
That the Directors be and they are hereby generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for, or to convert any security into, shares in the Company
(“Rights”) up to an aggregate nominal amount of US$9,410, provided that this authority shall expire on the
date of the next AGM of the Company or, if earlier, on 25 June 2020, save that the Company shall be
entitled to make offers or agreements before the expiry of such authority which would or might require
shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot
shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all
unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are
hereby revoked.
Votes for % of Votes against % of Total votes cast % of Number of
votes votes issued shares on which
cast cast share votes were
capital withheld
voting
97,978,369 51.48 92,350,357 48.52 190,328,726 67.31 18,452
Resolution 14: Purchase of own shares (Special Resolution)
The text of this resolution reads as follows:
That the Company be generally and unconditionally authorised to make market purchases (within the
meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares on such terms and in such
manner as the Directors may from time to time determine provided that:
a) the maximum number of Ordinary Shares that may be purchased is 28,200,000;
b) the minimum price that may be paid for an Ordinary Share is US$0.0001;
c) the maximum price that may be paid for an Ordinary Share is an amount equal to 105% of the average
of the middle-market prices shown in the quotation for an Ordinary Share as derived from the London
Stock Exchange Daily Official List for the five business days immediately preceding the day on which
the Ordinary Share is contracted to be purchased;
d) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this
resolution or, if earlier, on 25 June 2020 unless previously renewed, varied or revoked by the Company
in general meeting; and
e) the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its
expiry, which contract will or may be executed wholly or partly after such expiry, and may purchase its
Ordinary Shares in pursuance of any such contract.
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
187,658,556 98.59 2,679,044 1.41 190,337,600 67.31 9,453
Resolution 15: Notice period for general meetings, other than annual general meetings (Special
Resolution)
The text of this resolution reads as follows:
“That a general meeting, other than an annual general meeting, may be called on not less than 14 clear
days’ notice.”
Votes for % of Votes against % of Total votes cast % of issued Number of
votes votes share shares on which
cast cast capital votes were
voting withheld
188,213,521 98.89 2,119,450 1.11 190,332,971 67.31 14,256
The Board acknowledges the overwhelming vote against resolution 2 in relation to approval of the
remuneration report. As reported in the 2018 remuneration report, in the event that the transaction with
Sibanye-Stillwater does not for any reason complete and Lonmin remains a listed company as a result, the
Board has committed to undertake a holistic review of pay arrangements to ensure alignment with the
Group’s evolving strategic priorities and we will engage with our major shareholders regarding any such
proposals.
The Board also acknowledges the significant vote against resolution 13 (authority to allot shares) which is a
reflection of, and in accordance with, prevailing institutional guidelines in South Africa, which differ from
those generally applied in the UK by companies with primary listings on the London Stock Exchange. The
Board notes that the authority granted today by shareholders falls within the Investment Association’s
Share Capital Management Guidelines.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Enquiries:
Seema Kamboj +44 (0)20 3908 1070
Company Secretary
Lonmin Plc
END
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