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Old Mutual plc - Annual General Meeting 2004 and Court Meeting re scheme of
arrangement
Results of shareholder voting
Old Mutual plc
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Annual General Meeting 2004 and Court Meeting re scheme of arrangement
Results of shareholder voting
Annual General Meeting
At the Annual General Meeting of Old Mutual plc (the "Company") held in London
earlier today all of the resolutions set out in the Notice of Meeting sent to
shareholders as part of the Report and Accounts and Summary Financial Statements
for the year ended 31 December 2003 were voted upon by a poll. This announcement
sets out the results of the votes on each resolution.
Ordinary Resolutions
Resolution 1 To receive and adopt the directors" report
and accounts
In Favour Against % in favour
1,783,591,896 2,899,368 99.84%
Resolution 2 To declare a final dividend of 3.1 pence
per ordinary share
In Favour Against % in favour
1,826,191,939 96,335 99.99%
Resolution 3 Election of Michael Marks as a director of
(i) the Company
In Favour Against % in favour
1,815,895,358 1,073,589 99.94%
Resolution 3 Re-election of Rudi Bogni as a director of
(ii) the Company
In Favour Against % in favour
1,815,787,183 1,105,695 99.94%
Resolution 3 Re-election of Norman Broadhurst as a
(iii) director of the Company
In Favour Against % in favour
1,805,146,590 6,303,783 99.65%
Resolution 3 Re-election of Julian Roberts as a
(iv) director of the Company
In Favour Against % in favour
1,809,742,666 7,356,819 99.60%
Resolution 4 Re-appointment of KPMG Audit Plc as
auditors to the Company
In Favour Against % in favour
1,797,800,999 7,506,721 99.58%
Resolution 5 To authorise the Audit Committee of the
Company to settle the remuneration of the
auditors
In Favour Against % in favour
1,804,581,632 3,823,078 99.79%
Resolution 6 To approve the Remuneration Report in the
Company"s report and accounts
In Favour Against % in favour
1,649,850,335 33,853,841 97.99%
Resolution 7* Authority to allot relevant securities up
to an aggregate nominal amount of
GBP127,917,000
In Favour Against % in favour
1,350,584,574 468,340,374 74.25%
*During the meeting the Chairman Mr Mike Levett made the
following statement:
"This Resolution, which is in accordance with UK
institutional investors" guidelines, does not accord with
what is now regarded as best practice in South Africa.
In the light of this, the Board undertakes that the
Company will not use the authority to be granted by this
resolution beyond 10% of the existing issued shares -
that is to an aggregate nominal value of GBP38,374,000 -
without coming back to shareholders - notwithstanding the
higher figure contained in the resolution."
Special Resolutions
Resolution 8 Authority to allot equal securities up to
a maximum nominal aggregate amount of
GBP19,187,000
In Favour Against % in favour
1,394,035,668 424,243,718 76.67%
Resolution 9 Authority in accordance with section 166
of the Companies Act 1985 to purchase up
to 383,752,930 Ordinary Shares of 10p each
in the Company by way of market purchase
In Favour Against % in favour
1,817,474,833 4,974,669 99.73%
Resolution 10 Approval of contingent purchase contract
(i) to enable shares to be bought back on the
JSE Securities Exchange South Africa
In Favour Against % in favour
1,817,316,278 1,495,217 99.92%
Resolution 10 Approval of contingent purchase contract
(ii) to enable shares to be bought back on the
Namibian Stock Exchange
In Favour Against % in favour
1,816,549,384 1,674,309 99.91%
Resolution 10 Approval of contingent purchase contract
(iii) to enable shares to be bought back on the
Zimbabwe Stock Exchange
In Favour Against % in favour
1,816,778,772 1,568,199 99.91%
Resolution 10 Approval of contingent purchase contract
(iv) to enable shares to be bought back on the
Malawi Stock Exchange
In Favour Against % in favour
1,816,431,152 1,686,756 99.91%
Resolution 11 Adoption of amended Articles of
Association
In Favour Against % in favour
1,861,828,092 322,342 99.98%
Resolution 12 Approval of arrangements relating to the
proposed extension of the Unclaimed Shares
Trusts, including amendment of the
Company"s objects clause
In Favour Against % in favour
1,853,573,012 607,237 99.97%
Each of the resolutions was accordingly duly passed.
Court Meeting
At a Meeting of the Company"s shareholders convened by order of the UK High
Court and held immediately following the Annual General Meeting today, a
resolution was put to approve a scheme of arrangement under section 425 of the
UK Companies Act 1985 authorising the Board of the Company to extend the period
within which certain entitlements that arose upon demutualisation of the Group
may be claimed.
The results of the poll relating to the resolution proposed at that Court
Meeting are set out below:
Resolution to approve the proposed scheme of arrangement
In Favour Against % in favour
1,711,443,781 527,488 99.97%
The resolution was accordingly duly passed.
14 May 2004
Further information
James Poole
Director Corporate Affairs
Old Mutual plc
Tel: +44 (0) 20 7002 7100
Date: 14/05/2004 05:55:16 PM Produced by the JSE SENS Department
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