Northam’s R6.6 billion Black Economic Empowerment transaction approved and results of general meeting

Northam shareholders (“shareholders”) are advised that at the general meeting (“GM”) of shareholders held on Thursday, 19 March 2015, the special and ordinary resolutions, as set out in the notice of GM dated 17 February 2015, were approved by the requisite majority of shareholders present or represented by proxy at the GM.

Paul Dunne, Chief Executive Officer of Northam, said: “Northam is delighted to announce the approval of our landmark BEE transaction. Northam appreciates the overwhelming shareholder support. The exceptionally high shareholder turnout confirms the importance of this transaction to Northam’s shareholders and the deep level of support for the transaction.”

The following tables set out the percentage of votes exercised For and Against each resolution at the GM, and the Percentages Abstained.

In summary, the resolutions essential to the implementation of the proposed black economic empowerment transaction received shareholder approvals of between 98.6% and 99.1%. The proposed change in Northam’s memorandum of incorporation received 84.3% shareholder approval. More than 91% of Northam’s shareholders voted on the resolutions.

In the tables below, the:

  • Shares Voted on a resolution are disclosed as a number and a percentage in relation to the total issued share capital of Northam;
  • Votes carried For and Against on a resolution are disclosed as a percentage in relation to the total number of shares voted at the GM; and
  • Percentage Abstained is calculated as a percentage of the total issued share capital of Northam.
Special resolution number 1 – adoption of new MOI *
Shares Voted For Against Percentage Abstained  
364 047 236
91.6%
84.3% 15.7% 0.1%  

* Special resolution number 1 will be filed with the Companies and Intellectual Property Commission in due course.

Special resolution number 2 – directors’ authority to issue shares in terms of sections 41(1) and 41(3) of the Companies Act
Shares Voted For Against Percentage Abstained  
364 512 586
91.7%
99.0% 1.0% 0.0%  
Special resolution number 3 – financial assistance in terms of sections 44 and 45 of the Companies Act
Shares Voted For Against Percentage Abstained  
362 995 678
91.3%
99.1% 0.9% 0.4%  
Special resolution number 4 – general authority to repurchase issued shares
Shares Voted For Against Percentage Abstained  
364 155 781
91.6%
98.6% 1.4% 0.1%  
Ordinary resolution number 1 – specific issue of subscription shares
Shares Voted* For Against Percentage Abstained  
291 311 512
73.3%
98.8% 1.2% 18.4%  

* As set out in the GM notice to shareholders, the PIC and its associates were not permitted to vote on ordinary resolution number 1.

Ordinary resolution number 2 – specific issue of new Northam shares
Shares Voted* For Against Percentage Abstained  
291 311 512
73.3%
98.8% 1.2% 18.4%  

* As set out in the GM notice to shareholders, the PIC and its associates were not permitted to vote on ordinary resolution number 2.

Johannesburg
19 March 2015

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