Results of annual general meeting and retirement of director

Northam shareholders (“shareholders”) are advised that at the annual general meeting (“AGM”) of shareholders held on Wednesday, 9 November 2016, the ordinary and special resolutions, as set out in the notice of AGM dated Friday, 23 September 2016, were approved by the requisite majority of shareholders present or represented by proxy at the AGM.

Mr Alwyn Martin retired from the board of directors (“board”) at the conclusion of the AGM. As recommended by the Northam nomination committee, Ms Hester Hickey has replaced Mr Martin as chairman of the audit and risk committee. The board would like to thank Mr Martin for his valuable contribution to the company during his tenure as a director of Northam.

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 annual financial statements for the year ended 30 June 2016
Shares Voted ForAgainstAbstained

485 850 146

95.3%

100.0% 0.0% 0.0%
Ordinary resolution number 2.1 – re-election of Mr CK Chabedi as a director
Shares Voted ForAgainstAbstained

485 974 531

95.3%

100.0% 0.0% 0.0%
Ordinary resolution number 2.2 – re-election of Mr PL Zim as a director
Shares Voted ForAgainstAbstained

485 974 531

95.3% 96.3% 3.7% 0.0%
Ordinary resolution number 2.3 – re-election of Ms HH Hickey as a director
Shares Voted ForAgainstAbstained

485 974 531

95.3%

100.0% 0.0% 0.0%
Ordinary resolution number 2.4 – re-election of Mr TI Mvusi as a director
Shares Voted ForAgainstAbstained

485 974 531

95.3%

100.0% 0.0% 0.0%
Ordinary resolution number 3 – re-appointment of Ernst & Young Inc. as the independent external auditor of the company
Shares Voted ForAgainstAbstained

482 587 706

94.7%

84.4% 15.6% 0.7%
Ordinary resolution number 4.1 – re-election of Mr R Havenstein as a member of the audit and risk committee
Shares Voted ForAgainstAbstained

485 974 531

95.3%

92.6% 7.4% 0.0%
Ordinary resolution number 4.2 – re-election of Ms HH Hickey as a member of the audit and risk committee
Shares Voted ForAgainstAbstained

485 448 298

95.2%

99.7% 0.3% 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 ForAgainstAbstained

485 974 531

95.3%

99.3% 0.7% 0.0%
Ordinary resolution number 5 – approval of the group’s remuneration policy
Shares Voted ForAgainstAbstained

484 876 523

95.1%

87.5% 12.5% 0.2%
Ordinary resolution number 6 – approval of amendments to the Northam Share Incentive Plan
Shares Voted ForAgainstAbstained

484 866 923

95.1% 77.7% 22.3% 0.2%
  • * A modification to the proposed amendments to the rules of the Northam Platinum Limited Share Incentive Plan (“SIP”), which have been made available for inspection at the company’s registered office, was tabled at the AGM prior to proposing this ordinary resolution number 6. In terms of the modification, any allocation or award under the new long term BEE transaction incentive plan will be subject to a maximum allocation of 5 000 000 shares, which number is included in the existing total SIP allocation limit of 19 879 000 shares and not in addition thereto.
Special resolution number 1 – approval of amendments to the existing memorandum of incorporation (“MOI”) – fractional entitlements
Shares Voted ForAgainstAbstained

484 876 623

95.1%

100.0% 0.0% 0.2%
Special resolution number 2 – approval of amendments to the existing MOI - distributions
Shares Voted ForAgainstAbstained

484 876 623

95.1%

100.0% 0.0% 0.2%
Special resolution number 3 – approval of non-executive directors’ remuneration for the year ending 30 June 2017
Shares Voted ForAgainstAbstained

484 885 976

95.1%

100.0% 0.0% 0.2%
Special resolution number 4 – approval of financial assistance in terms of Section 45 of the Companies Act 71 of 2008
Shares Voted ForAgainstAbstained

484 885 976

95.1%

100.0% 0.0% 0.2%
Special resolution number 5 – approval of general authority to repurchase issued shares
Shares Voted ForAgainstAbstained

484 885 976

95.1%

96.7% 3.3% 0.2%

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 for each resolution
  • Abstentions are calculated as a percentage in relation to the total issued share capital of Northam

Johannesburg
9 November 2016

Sponsor and Debt Sponsor
One Capital