Results of annual general meeting

Northam shareholders (“shareholders”) are advised that at the annual general meeting (“AGM”) of shareholders held on Wednesday, 11 November 2015, the ordinary and special resolutions, as set out in the notice of AGM dated 25 September 2015, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of ordinary resolutions 2.2 and 4.1, which were withdrawn prior to the commencement of the AGM.

Mr M E Beckett retired from the board of directors at the conclusion of the AGM and did not avail himself for re-election as a director or member of the audit and risk committee. The board would like to thank Mr Beckett for his valuable contribution to the company during his sixteen year tenure as a director of Northam.

The total number of Northam shares eligible to vote at the AGM is 509 781 212. The number of shares voted in person or by proxy was 486 479 829 representing 95.4% 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 2015
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

485 981 414

95.3% 100.0% 0.0% 0.1%
Ordinary resolution number 2.1 – re-election of Mr K B Mosehla as a director
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.9% 0.01% 0.1%
Ordinary resolution number 2.2 – re-election of M E Beckett as a director
The above ordinary resolution was withdrawn.
Ordinary resolution number 2.3 – re-election of Mrs T E Kgosi as a director
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.5% 0.5% 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) ForAgainstAbstained (a percentage of the total issued share capital)

482 823 532

94.7% 90.8% 9.2% 0.7%
Ordinary resolution number 4.1 – re-election of Mr M E Beckett as a member of the audit and risk committee
The above ordinary resolution was withdrawn.
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) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.9% 6.1% 0.1%
Ordinary resolution number 4.3 – re-election of Mrs T E Kgosi as a member of the audit and risk committee
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.9% 6.1% 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) ForAgainstAbstained (a percentage of the total issued share capital)

485 031 086

95.1% 99.6% 0.4% 0.3%
Ordinary resolution number 5 – approval of the group’s remuneration policy
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 93.6% 6.4% 0.1%
Ordinary resolution number 6 – approval of non-executive directors’ remuneration paid for the year ended 30 June 2015
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 100.0% 0.0% 0.1%
Special resolution number 1 – approval of non-executive directors’ remuneration for the year ending 30 June 2016
Shares Voted (number of shares and percentage of total issued share capital) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 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) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 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) ForAgainstAbstained (a percentage of the total issued share capital)

486 105 799

95.4% 99.7% 0.3% 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
11 November 2015

Sponsor and Debt Sponsor
One Capital