Results of annual general meeting

Northam shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 5 November 2014, the ordinary and special resolutions, as set out in the notice of AGM dated 1 October 2014, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of special resolution no.3 (general authority to repurchase issued shares).

The required special resolutions will be lodged with the Companies and Intellectual Property Commission in due course.

The total number of Northam shares eligible to vote at the AGM is 397 586 090. The number of shares voted in person or by proxy was 348 076 861 representing 87.55% of the total issued share capital of the company.

All resolutions proposed at the AGM, together with 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 annual financial statements for the year ended 30 June 2014
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 706 776

87.5% 100.0% 0.0% 0.1%
Ordinary resolution number 2.1 – re-election of Mr P A Dunne as a director
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 100.0% 0.0% 0.1%
Ordinary resolution number 2.2 – re-election of Mr J A K Cochrane as a director
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 96.3% 3.7% 0.0%
Ordinary resolution number 2.3 – re-election of Mr R Havenstein as a director
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 96.0% 4.0% 0.1%
Ordinary resolution number 2.4 – re-election of Mr P L Zim as a director
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 96.2% 3.8% 0.1%
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent external auditor of the company
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

345 781 546

87.0% 99.9% 0.1% 0.6%
Ordinary resolution number 4.1 – re-election of Mr M E Beckett as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 78.5% 21.5% 0.1%
Ordinary resolution number 4.2 – re-election of Mr R Havenstein as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 99.8% 0.2% 0.1%
Ordinary resolution number 4.3 – re-election of Ms T E Kgosi as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 99.5% 0.5% 0.1%
Ordinary resolution number 4.4 – re-election of Mr A R Martin as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 100.0% 0.0% 0.1%
Ordinary resolution number 5 – approval of the group’s remuneration policy
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

336 886 274

84.7% 59.9% 40.1% 2.8%
Ordinary resolution number 6 – approval of non-executive directors’ remuneration paid for the year ended 30 June 2014
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 99.7% 0.3% 0.1%
Ordinary resolution number 7 – approval of the issue of authorised but unissued ordinary shares
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 97.6% 2.4% 0.1%
Ordinary resolution number 8 – approval of changes to the Northam share incentive plan
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 99.9% 0.1% 0.1%
Special resolution number 1 – approval of non-executive directors’ remuneration for the year ending 30 June 2015
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 99.9% 0.1% 0.1%
Special resolution number 2 – approval of financial assistance to subsidiary companies
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 831 161

87.5% 100.0% 0.0% 0.1%
Special resolution number 3 – approval of general authority to repurchase issued shares
Shares Voted (number of shares and percentage of total issued share capital) For Against Abstained (a percentage of the total issued share capital)

347 705 557

87.5% 71.5% 28.5% 0.1%

Notes

  • Percentages of shares voted are calculated in relation to the total issued share capital of Northam
  • Percentage of shares for and against are calculated in relation to the total number of shares voted at the AGM
  • Abstentions are calculated as a percentage in relation to the total issued share capital of Northam

Johannesburg
6 November 2014

Sponsor and Debt Sponsor
One Capital