| Fri 27 Jan 2012, 7:06 | | LON - Lonmin Plc - Annual General Meeting - Voting Results |
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LON
LOLMI
LON - Lonmin Plc - Annual General Meeting - Voting Results
Lonmin Plc (Incorporated in England and Wales)
(Registered in the Republic of South Africa under registration number
1969/000015/10)
JSE code: LON
Issuer Code: LOLMI & ISIN : GB0031192486 ("Lonmin")
26 JANUARY 2012
ANNUAL GENERAL MEETING - VOTING RESULTS
At the Annual General Meeting held on 26 January 2012 all resolutions in the
Notice of Meeting were considered by shareholders by means of a poll vote and
all resolutions were duly adopted with votes cast being as set out below :
Resolution 1: To receive the report and accounts for the year ended 30 September
2011
Votes for % of votes Votes % of Total votes % of Number of
cast against votes cast issued shares on
cast share which
capital votes were
voting withheld
165,190,717 98.80 2,012,846 1.20 167,203,563 82.51 52,427
Resolution 2: To approve the directors` remuneration report for the year ended
30 September 2011
Votes for % of Votes % of Total votes % of Number of
votes against votes cast issued shares on
cast cast share which votes
capital were
voting withheld
151,128,902 97.15 4,438,258 2.85 155,567,160 76.76 11,688,392
Resolution 3: To declare a final dividend of 15 US cents per share
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which votes
cast capital were
voting withheld
157,980,710 94.48 9,221,727 5.52 167,202,437 82.50 51,961
Resolution 4: To reappoint KPMG Audit Plc as the Company`s auditors
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,730,636 99.73 456,846 0.27 167,187,482 82.50 68,488
Resolution 5: To authorise the Board to agree the auditors` remuneration
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which votes
cast capital were
voting withheld
167,103,168 99.99 12,526 0.01 167,115,694 82.46 140,310
Resolution 6: To re-elect Roger Phillimore as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which votes
cast capital were
voting withheld
163,548,620 98.57 2,371,520 1.43 165,920,140 81.87 1,335,061
Resolution 7: To re-elect Ian Farmer as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
167,085,378 99.94 100,896 0.06 167,186,274 82.50 69,440
Resolution 8: To re-elect Len Konar as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which votes
cast capital were
voting withheld
160,374,819 95.93 6,808,178 4.07 167,182,997 82.50 72,714
Resolution 9: To re-elect Jonathan Leslie as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,068,235 99.33 1,115,582 0.67 167,183,817 82.50 72,110
Resolution 10: To re-elect David Munro as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,953,567 99.86 230,844 0.14 167,184,411 82.50 71,836
Resolution 11: To re-elect Cyril Ramaphosa as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
160,318,436 95.89 6,864,658 4.11 167,183,094 82.50 73,302
Resolution 12: To re-elect Simon Scott as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,804,475 99.77 380,174 0.23 167,184,649 82.50 71,294
Resolution 13: To re-elect Mahomed Seedat as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,459,659 99.57 722,893 0.43 167,182,552 82.50 73,669
Resolution 14: To re-elect Karen de Segundo as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,898,926 99.84 275,520 0.16 167,174,446 82.49 81,847
Resolution 15: To re-elect Jim Sutcliffe as a Director
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
166,945,044 99.86 236,358 0.14 167,181,402 82.49 74,871
Resolution 16: Directors` authority to allot shares
The text of this resolution reads as follows:
"That the directors be and they are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (the "Act")
to exercise all the powers of the Company to allot shares in the Company and to
grant rights to subscribe for, or to convert any security into, shares in the
Company ("Rights"):
(a) up to an aggregate nominal amount of $67,400,000; and
(b) up to a further aggregate nominal amount of $67,400,000 provided that (i)
they are equity securities (within the meaning of section 560(1) of the
Act) and (ii) they are offered by way of a rights issue to holders of
ordinary shares on the register of members at such record dates as the
directors may determine where the equity securities respectively
attributable to the interests of the ordinary shareholders are
proportionate (as nearly as may be practicable) to the respective numbers
of ordinary shares held by them on any such record dates, subject to such
exclusions or other arrangements as the directors may deem necessary or
expedient to deal with treasury shares, fractional entitlements or legal or
practical problems arising under the laws of any overseas territory or the
requirements of any regulatory body or stock exchange or by virtue of
shares being represented by depositary receipts or any other matter,
provided that this authority shall expire on the date of the next AGM of
the Company or, if earlier, on 25 April 2013, save that the Company shall
be entitled to make offers or agreements before the expiry of such
authority which would or might require shares to be allotted or Rights to
be granted after such expiry and the directors shall be entitled to allot
shares and grant Rights pursuant to any such offer or agreement as if this
authority had not expired; and all unexercised authorities previously
granted to the directors to allot shares and grant Rights be and are hereby
revoked."
Votes for % of Votes % of Total votes % of Number of
votes against votes cast issued shares on
cast cast share which
capita votes were
l withheld
voting
114,136,214 68.40 52,726,512 31.60 166,862,726 82.34 392,968
The result above largely reflects the proportion of the Company`s issued share
capital held by South African investors. The granting of allotment authorities
at the levels customary in the UK runs contrary to the policies of most
institutional investors in that country. However, the board of the Company
believes that it is in the best interests of shareholders generally to seek the
full authority permissible.
Resolution 17: Disapplication of pre-emption rights (Special Resolution)
The text of this resolution reads as follows:
"That the directors be and they are hereby empowered pursuant to section 570 and
section 573 of the Companies Act 2006 (the "Act") to allot equity securities
(within the meaning of section 560 of that Act) for cash either pursuant to the
authority conferred by resolution 16 above or by way of a sale of treasury
shares as if section 561 of the Act did not apply to any such allotment provided
that this power shall be limited to:
(i) the allotment of equity securities in connection with an offer of
securities in favour of the holders of ordinary shares on the register of
members at such record dates as the directors may determine where the
equity securities respectively attributable to the interests of the
ordinary shareholders are proportionate (as nearly as may be) to the
respective numbers of ordinary shares held by them on any such record
dates, subject to such exclusions or other arrangements as the directors
may deem necessary or expedient to deal with treasury shares, fractional
entitlements or legal or practical problems arising under the laws of any
overseas territory or the requirements of any regulatory body or stock
exchange or by virtue of shares being represented by depositary receipts or
any other matter; and
(ii) the allotment (otherwise than pursuant to sub- paragraph (i) above) to
any person or persons of equity securities up to an aggregate nominal
amount of $10,100,000;
and shall expire upon the expiry of the general authority conferred by
resolution 16, save that the Company shall be entitled to make offers or
agreements before the expiry of such power which would or might require equity
securities to be allotted after such expiry and the directors shall be entitled
to allot equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired."
Votes for % of Votes % of Total votes % of Number of
votes against votes cast issued shares on
cast cast share which
capita votes were
l withheld
voting
133,166,526 79.70 33,914,204 20.30 167,080,730 82.44 175,103
The result above largely reflects the proportion of the Company`s issued share
capital held by South African investors. The normal UK practice of permitting
the board a limited authority to allot equity on a non-pro-rata basis runs
contrary to the policies of many institutional investors in that country.
However, the board of the Company believes that it is in the best interests of
shareholders generally to seek this authority on the basis customary in the UK
market.
Resolution 18: Purchase of own shares (Special Resolution)
The text of this resolution reads as follows:
"That the Company be generally and unconditionally authorised to make market
purchases (within the meaning of section 693(4) of the Companies Act 2006) of
ordinary shares of US$1 in the capital of the Company ("ordinary shares") on
such terms and in such manner as the directors may from time to time determine
provided that:
(a) the maximum number of ordinary shares that may be purchased is 20,200,000;
(b) the minimum price that may be paid for an ordinary share is US$1;
(c) the maximum price that may be paid for an ordinary share is an amount equal
to 105% of the average of the middle-market prices shown in the quotation
for an ordinary share as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the day on
which the ordinary share is contracted to be purchased;
(d) this authority shall expire at the conclusion of the next AGM of the
Company after the passing of this resolution or, if earlier, on 25 April
2013 unless previously renewed, varied or revoked by the Company in general
meeting; and
(e) the Company may enter into a contract to purchase its ordinary shares under
this authority prior to its expiry, which contract will or may be executed
wholly or partly after such expiry, and may purchase its ordinary shares in
pursuance of any such contract."
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
162,222,412 97.20 4,681,592 2.80 166,904,004 82.36 351,987
Resolution 19: Notice period for general meetings, other than annual general
meetings (Special Resolution)
The text of this resolution reads as follows:
"That a general meeting, other than an annual general meeting, may be called on
not less than 14 clear days` notice."
Votes for % of Votes % of Total votes % of Number of
votes against vote cast issued shares on
cast s share which
cast capital votes were
voting withheld
158,196,933 94.62 8,996,336 5.38 167,193,269 82.50 62,147
Enquiries:
Rob Bellhouse +44 (0)20 7201 6000
Company Secretary
Lonmin Plc
Tanya Chikanza +44 (0)20 7201 6007
Head of Investor Relations
Lonmin Plc
Date: 27/01/2012 07:06:31 Produced by the JSE SENS Department.
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