| Fri 16 Feb 2001, 0:00 | | Lonmin Public Limited Company - Resolutions |
|
Passed 15th February, 2001
At the ANNUAL GENERAL MEETING of Lonmin Public Limited Company, duly convened
and held at The Great Hall, The Town Hall, Hornton Street, Kensington, London
W8 on Thursday 15 February 2001, the following Resolutions were passed :-
6 SPECIAL RESOLUTION
"THAT the Articles of Association of the Company be and are hereby
amended as follows :-
1.1 by the addition of the words, "per annum" after the words, "exceed
GBP300,000" in Article 78;
1.2 by the deletion of the existing Article 86 and its replacement with
a new Article 86 in the following form:
"86. At the Annual General Meeting in every year there shall retire from
office by rotation:-
(A) all Directors who held office at the time of the two preceding
Annual General Meetings and who did not retire by rotation at either
of them; and
(B) such additional number of Directors if any as shall, together with
the Directors retiring under (A) above, equal one-third of the total
number of Directors; or, if the total number Directors is not three
or a multiple of three, the number which is nearest to but does not
exceed one-third".
1.3 by the deletion of the existing Article 87 and its replacement with
a new Article 87 in the following form:
"87. Subject to the provisions of the Statutes and to the provisions of
these Articles, the Directors to retire by rotation pursuant to
Article 6(B) shall be those who have been longest in office since
their last appointment or re-appointment, but as between persons
who became or were last re-appointed Directors on the same day
those to retire shall (unless they otherwise agree among
themselves) be determined by lot. The Directors to retire on each
occasion shall be determined by reference to the number and
identity of the Directors at the date of the notice convening the
Annual General Meeting. A retiring Director shall be eligible for
re-election."
1.4 by the addition of the words, " Article 86 and " after the words,
"for the purposes of" in Article 92;
1.5 by the deletion of the words, "signed by an alternative Director"
in Article 99(A) and their replacement with the words, "signed by
an alternate director ";
1.6 by the deletion of the words, "The Company may be" in Article 103
(L) and their replacement with the words, "the Company may by";
1.7 by the deletion of both appearances of the word, "Auditor", and the
deletion of the words, "or employee", in both cases in Article
141."
7 SPECIAL RESOLUTION
"THAT pursuant to Article 9 of the Company's Articles of Association the
Company's Articles of Association the Company be and is hereby
generally and unconditionaly authorised to make market purchases (as
defined in Section 163(3) of the Companies Act 1985) of up to an
aggregate of 17,797,740 ordinary shares of GBP1.00 each in its capital
at a price per share of not more than 105 per cent of the average of
the middle market quotations for such a share as derived from the Daily
Official List of London Stock Exchange Plc for the five business days
immediately preceding the day of such purchase and not less than the
nominal value of such share (in each case exclusive of expenses) and
that the authority conferred by this Resolution shall expire on 14 May
2002 or, if earlier, the date of the Annual General Meeting in 2002
(except that the Company may make a purchase of its own shares after
the expiry of such authority pursuant to any contract made under the
authority conferred by this Resolution prior to the expiry of such
authority)."
8 SPECIAL RESOLUTION
"THAT the powers conferred on the Directors by Article 12(C) of the
Company's Articles of Association be renewed and that for this purpose
the Section 89 Amount shall be GBP8,893,623 and the Section 89 Period
shall be the period expiring on 26 March 2003."
Dated:
15 February 2001
JOHN CRAVEN
Chairman
NB The above Resolutions are numbered as in the Notice of Meeting
