Wrap Text
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: NHM006 Bond ISIN: ZAG000158577
Bond code: NHM007 Bond ISIN: ZAG000158593
Bond code: NHM009 Bond ISIN: ZAG000158866
Bond code: NHM011 Bond ISIN: ZAG000159237
Bond code: NHM012 Bond ISIN: ZAG000160136
Bond code: NHM014 Bond ISIN: ZAG000163650
Bond code: NHM015 Bond ISIN: ZAG000164922
Bond code: NHM016 Bond ISIN: ZAG000167750
Bond code: NHM017 Bond ISIN: ZAG000167891
Bond code: NHM018 Bond ISIN: ZAG000168097
Bond code: NHM019 Bond ISIN: ZAG000168105
Bond code: NHM020 Bond ISIN: ZAG000172594
(“Northam” or the “company” or the “group”)
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 Friday, 27 November 2020 (“AGM”), the ordinary and special
resolutions, as set out in the notice of AGM dated Tuesday, 18 August 2020 (“notice”),
save for ordinary resolution number 1.2, 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
Shareholders are referred to the cautionary announcement published on SENS on Monday,
2 November 2020, wherein shareholders were advised, inter alia, that Northam and
Zambezi Platinum (RF) Limited (“Zambezi Platinum”) have entered into discussions
regarding a potential transaction to accelerate the maturity of the empowerment transaction
concluded between Northam and Zambezi Platinum in May 2015, whilst maintaining
Northam’s broad-based black economic empowerment ownership (“potential
transaction”).
Shareholders are advised that, in anticipation of the successful conclusion of the potential
transaction, Mr KB Mosehla has proactively informed shareholders at the AGM of his notice
to the board of directors of Northam (“board”) to retire as chairperson of the board and as a
director of Northam (“director”) with effect from the earlier of (i) the date upon which all
approvals have been obtained in respect of the possible transaction or (ii) 30 June 2021,
which will allow the company to implement a well-planned and well-structured transition
insofar as the future composition of the board is concerned, to be accompanied by an
orderly hand over of the duties of the chairperson to his successor. The process of
appointment of a new chairperson will be initiated by the board, without the participation of
directors who hold interests in Zambezi Platinum, and shall be overseen by the lead
independent director, Mr David Brown.
As detailed below, shareholders have not re-elected Mr CK Chabedi as a director. In the
circumstances, Mr CK Chabedi has retired from office as a director in accordance with
clause 33.5.1 as read with clauses 33.5.6 and 33.5.8 of Northam’s memorandum of
incorporation with effect from the conclusion of the AGM. Furthermore, as detailed below,
more than 25% of the votes cast on ordinary resolutions 4.1 and 4.2 were against the non-
binding endorsement of the group’s remuneration policy and the non-binding endorsement
of the group’s remuneration implementation report. Management will engage with
shareholders as required.
As published on SENS on Monday, 2 November 2020, Mr R Havenstein has retired as a
member of the board, with effect from the conclusion of the AGM, and Mr GT Lewis has
been appointed as an independent non-executive director with effect from Tuesday,
1 December 2020.
Paul Dunne, Northam’s Chief Executive Officer commented “Northam appreciates
Mr Havenstein’s valuable contribution of 17 years’ service to the company and wishes him
well in his future endeavours. We welcome Mr Lewis and look forward to working with him
again.”
RESULTS OF ANNUAL GENERAL MEETING
The total number of Northam shares eligible to vote at the AGM was 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 1.1 – re-election of Mr KB Mosehla as a director
Shares voted For Against Abstained
425 490 099 89.39% 10.61% 2.71%
83.47%
Ordinary resolution number 1.2 – re-election of Mr CK Chabedi as a director
Shares voted For Against Abstained
438 975 595 49.97% 50.03% 0.07%
86.11%
Ordinary resolution number 1.3 – re-election of Ms HH Hickey as a director
Shares voted For Against Abstained
438 975 595 99.20% 0.80% 0.07%
86.11%
Ordinary resolution number 1.4 – re-election of Mr TI Mvusi as a director
Shares voted For Against Abstained
438 981 775 99.45% 0.55% 0.07%
86.11%
Ordinary resolution number 2 – re-appointment of Ernst & Young Inc. (with the
designated external audit partner being Mr Ebrahim Dhorat) as the independent external
auditors of the Northam group
Shares voted For Against Abstained
439 122 351 80.11% 19.89% 0.04%
86.14%
Ordinary resolution number 3.1 – re-election of Ms HH Hickey as a member of the audit
and risk committee
Shares voted For Against Abstained
438 975 595 99.41% 0.59% 0.07%
86.11%
Ordinary resolution number 3.2 – re-election of Mr DH Brown as a member of the audit
and risk committee
Shares voted For Against Abstained
438 975 595 99.67% 0.33% 0.07%
86.11%
Ordinary resolution number 3.3 – re-election of Dr NY Jekwa as a member of the audit
and risk committee
Shares voted For Against Abstained
438 975 595 99.75% 0.25% 0.07%
86.11%
Ordinary resolution number 3.4 – re-election of Mr JJ Nel as a member of the audit and
risk committee
Shares voted For Against Abstained
438 975 595 99.78% 0.22% 0.07%
86.11%
Ordinary resolution number 4.1 – non-binding endorsement of the group’s remuneration
policy
Shares voted For Against Abstained
439 122 351 72.93% 27.07% 0.04%
86.14%
Ordinary resolution number 4.2 – non-binding endorsement of the group’s remuneration
implementation report
Shares voted For Against Abstained
439 085 813 72.96% 27.04% 0.05%
86.13%
Special resolution number 1 – approval of non-executive directors’ fees for the year
ending 30 June 2021
Shares voted For Against Abstained
439 122 351 98.68% 1.32% 0.04%
86.14%
Special resolution number 2 – approval of financial assistance in terms of section 45 of
the Companies Act, No. 71 of 2008
Shares voted For Against Abstained
439 122 351 98.66% 1.34% 0.04%
86.14%
Special resolution number 3 – approval for general authority to repurchase issued shares
Shares voted For Against Abstained
439 106 678 98.09% 1.91% 0.04%
86.14%
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
27 November 2020
Corporate Advisor, Sponsor and Debt Sponsor to Northam
One Capital
Attorneys to Northam
Cliffe Dekker Hofmeyr Inc.
Date: 27-11-2020 05:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
