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
93.72%
100.00%
 
0.00%
 
0.03%
 

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

Shares voted For Against Abstained
477 780 079
93.72%
98.70%
 
1.30%
 
0.03%
 

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

Shares voted For Against Abstained
477 780 079
93.72%
98.42%
 
1.58%
 
0.03%
 

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

Shares voted For Against Abstained
477 780 079
93.72%
96.03%
 
3.97%
 
0.03%
 

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

Shares voted For Against Abstained
477 780 079
93.72%
98.52%
 
1.48%
 
0.03%
 

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


Shares voted
For Against Abstained
477 909 977
93.75%
99.99%
 
0.01%
 
0.01%
 

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
93.75%
100.00%
 
0.00%
 
0.01%
 

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
93.75%
87.54%
 
12.46%
 
0.01%
 

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
93.72%
98.39%
 
1.61%
 
0.03%
 

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
93.72%
99.73%
 
0.27%
 
0.03%
 

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
93.72%
86.67%
 
13.33%
 
0.03%
 

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
93.72%
87.98%
 
12.02%
 
0.03%
 

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

Shares voted For Against Abstained
477 671 707
93.70%
89.24%
 
10.76%
 
0.05%
 

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


Shares voted
For Against Abstained
477 780 079
93.72%
88.31%
 
11.69%
 
0.03%
 

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
93.75%
99.96%
 
0.04%
 
0.01%
 

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
93.72%
99.12%
 
0.88%
 
0.03%
 

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
93.72%
99.99%
 
0.01%
 
0.03%
 

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

Shares voted For Against Abstained
477 909 977
93.75%
99.66%
 
0.34%
 
0.01%
 

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
93.75%
88.40%
 
11.60%
 
0.01%
 

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

Shares voted For Against Abstained
477 909 987
93.75%
97.98%
 
2.02%
 
0.01%
 

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

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One Capital