| Mon 28 Jun 2010, 17:47 | | CRD - Central Rand Gold Limited - Results of annual general meeting |
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CRD
CRD
CRD - Central Rand Gold Limited - Results of annual general meeting
Central Rand Gold Limited
("Central Rand Gold" or "CRG" or the "company")
(Incorporated as a company with limited liability under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability under the laws of
South Africa, registration number 2007/019223/10)
ISIN: GG00B24HM601
Share code on LSE: CRND
Share code on JSE: CRD
RESULTS OF ANNUAL GENERAL MEETING
The Company is pleased to announce that at its Annual General Meeting held at
11.00 a.m. on 28 June 2010 (UK time), all of the Resolutions proposed by the
Directors were passed by shareholders.
At the AGM the following resolutions were put to the meeting as ordinary
resolutions:
1 To receive and consider the Company`s annual accounts for the financial
year ended 31 December 2009 together with the directors` and auditors`
reports on the annual accounts.
2 To re-appoint KPMG LLP as auditors to the Company to hold office from the
conclusion of the meeting until the conclusion of the next meeting at which
accounts are laid before the Company and to authorise the directors to fix
their remuneration.
3 To elect Patrick Malaza as a director of the Company who was appointed
after the last Annual General Meeting in accordance with Article 16.7 of
the Articles of the Company (the "Articles") and being eligible offers
himself for election.
4 To elect Jerome Brauns as a director of the Company who was appointed after
the last Annual General Meeting in accordance with Article 16.7 of the
Articles and being eligible offers himself for election.
5 To re-elect Johan du Toit as a director of the Company who retires by
rotation in accordance with Article 16.6 of the Articles and being eligible
offers himself for re-election.
6 To re-elect Miklos Salamon as a director of the Company who retires by
rotation in accordance with Article 16.6 of the Articles and being eligible
offers himself for re-election.
7 To approve the grant of a maximum of 300,000 shares in the Company
("Shares") from Carey Pensions and Benefits Limited, the trustees of the
CRG Benefit Trust, to Jerome Brauns at a price of GBP0.01 per Share to be
transferred as follows:
.a) 100,000 Shares on the date this resolution is passed by the
Shareholders in general meeting;
.b) 100,000 Shares on the first anniversary of the date Jerome Brauns
became a director of the Company; and
.c) 100,000 Shares on the second anniversary of the date Jerome Brauns
became a director of the Company.
The following resolution was put to the meeting as an extraordinary
resolution:
8 THAT the directors be and are hereby empowered to allot equity securities
wholly for cash pursuant to the authority conferred by Article 4.1 and
Article 10.6 of the Articles as if Article 10.1 of the Articles did not
apply to any such allotment, provided that this power shall be limited to
the allotment of equity securities:
.a) in connection with an offer of such securities by way of rights to
holders of shares in proportion (as nearly as may be practicable) to
their respective holdings of such shares, but subject to such
exclusions or other arrangements as the directors may deem necessary
or expedient in relation to fractional entitlements or any legal or
practical problems under the laws of any territory, or the
requirements of any regulatory body or stock exchange or otherwise;
and
.b) otherwise than and in addition to pursuant to sub-paragraph (a) of
this resolution up to a maximum aggregate nominal amount equal to
GBP135,805 (being approximately 5 per cent. of the issued share
capital of the Company as at 29 April 2010);
and provided that this authority shall expire on the 15 month anniversary
of the date of this resolution or on the conclusion of the Company`s next
general meeting if earlier save that the Company may, before such expiry
make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the directors may allot equity
securities in pursuance of any such offer or agreement notwithstanding that
the power conferred hereby has expired and in this resolution the
expression ``equity securities`` and references to the "allotment of equity
securities" shall bear the same respective meanings as in Article 1.1 of
the Articles.
The proxy votes cast before the meeting were as follows:-
Resolution For Against Withheld
Number % Number % Number
1 54,933,820 99.32 377,861 0.68 478,766
2 55,790,449 100
3 55,790,449 100
4 41,304,897 94.57 2,370,627 5.43 12,114,925
5 55,790,449 100
6 48,943,858 95.38 2,370,627 4.62 4,475,964
7 50,014,551 89.68 5,755,441 10.32 20,456
8 45,857,565 82.23 9,912,428 17.77 20,456
Issued ordinary share capital as at 28 June 2010: 271,611,610
28 June 2010
Johannesburg
Sponsor
Macquarie First South Advisers (Pty) Ltd
For further information, please contact:
Central Rand Gold +27 (0) 11 551 4000
Johan du Toit / Patrick Malaza
Evolution Securities Limited +44 (0) 20 7071 4300
Simon Edwards / Chris Sim / Neil Elliot
Macquarie First South Advisers (Pty) Ltd +27 (0) 11 583 2000
Annerie Britz /Melanie de Nysschen /
Manisha Ramlakhan
Buchanan Communications +44 (0) 20 7466 5000
Bobby Morse / Katharine Sutton
Jenni Newman Public Relations (Pty) Ltd +27 (0) 11 506 7300
Jenni Newman / Megann Outram
Date: 28/06/2010 17:47:15 Produced by the JSE SENS Department.
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