Report on proceedings at the annual general meeting
10 May, 2019
Kumba held its thirteenth (13th) annual general meeting (“AGM” or “the meeting”) of shareholders today, 10 May 2019. All the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. Kumba confirms the voting statistics from the AGM as follows:
| Resolutions | Votes cast disclosed as a percentage in relation to the total number of shares voted at the meeting | Number of shares voted | Shares voted disclosed as a percentage in relation to the total issued share capital* | Shares abstained disclosed as a percentage in relation to the total issued share capital* | |
|---|---|---|---|---|---|
| For | Against | ||||
| Ordinary resolution number 1: To re-appoint Deloitte & Touche as independent auditors and Mrs Nita Ranchod as individual designated auditor | 98.09% | 1.91% | 301,329,334 | 93.56% | 0.00% |
| Ordinary Resolution Number 2.1 - To re-elect Mrs Buyelwa Sonjica as a director of the Company | 99.95% | 0.05% | 301,326,549 | 93.55% | 0.00% |
| Ordinary Resolution Number 2.2 - To re-elect Mrs Nonkululeko Dlamini as a director of the Company | 99.18% | 0.82% | 301,326,409 | 93.55% | 0.00% |
| Ordinary Resolution Number 2.3 - To re-elect Mr Terence Goodlace as a director of the Company | 98.91% | 1.09% | 301,326,609 | 93.55% | 0.00% |
| Ordinary Resolution Number 3.1 - Election of Mr Sango Ntsaluba as a member of the Audit Committee | 99.97% | 0.03% | 301,326,409 | 93.55% | 0.00% |
| Ordinary Resolution Number 3.2 - Election of Mr Terence Goodlace as a member of the Audit Committee | 99.97% | 0.03% | 301,326,549 | 93.55% | 0.00% |
| Ordinary Resolution Number 3.3 - Election of Mrs Mary Bomela as a member of the Audit Committee | 99.93% | 0.07% | 301,326,349 | 93.55% | 0.00% |
| Ordinary Resolution Number 4.1 - Approval of the remuneration policy and its implementation by way of a non-binding advisory vote - Approval of Remuneration Policy | 99.69% | 0.31% | 301,246,817 | 93.53% | 0.03% |
| Ordinary Resolution Number 4.2 - Approval of the implementation of the remuneration policy and its implementation by way of a non-binding advisory vote - Approval for the implementation of the remuneration policy | 93.18% | 6.82% | 300,195,172 | 93.20% | 0.36% |
| Ordinary Resolution Number 5 - General authority for directors to allot and issue ordinary shares | 99.95% | 0.05% | 301,327,074 | 93.55% | 0.00% |
| Ordinary Resolution Number 6.1 - Approval of the Amended Bonus and Retention Share Plan (BRP) | 99.41% | 0.59% | 301,259,276 | 93.53% | 0.00% |
| Ordinary Resolution Number 6.2 - Approval of the Amended Performance Share Plan (PSP) | 99.81% | 0.19% | 301,259,276 | 93.53% | 0.00% |
| Ordinary Resolution Number 7 - Changes to the Long-Term Incentive and Forfeitable Share Awards | 99.85% | 0.15% | 301,326,877 | 93.55% | 0.00% |
| Ordinary Resolution Number 8 - Authorisation to sign documents to give effect to resolutions | 100.00% | 0.00% | 301,329,132 | 93.56% | 0.00% |
| Special Resolution Number 1 - General authority to issue shares for cash | 99.95% | 0.05% | 301,329,219 | 93.56% | 0.00% |
| Special Resolution Number 2.1 - Remuneration payable to the Chairperson of the Board: R1,507,433 | 100.00% | 0.00% | 301,330,287 | 93.56% | 0.00% |
| Special Resolution Number 2.2 - Remuneration payable to the ordinary Board members: R249,233 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.3 - Remuneration payable to the Lead Independent Director: R1,166,000 | 100.00% | 0.00% | 301,330,170 | 93.56% | 0.00% |
| Special Resolution Number 2.4 - Remuneration payable to the Chairperson of the Audit Committee: R322,644 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.5 - Remuneration payable to the members of the Audit Committee: R165,446 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.6 - Remuneration payable to the Chairperson of the Risk & Opportunities Committee: R332, 644 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.7 - Remuneration payable to the members of the Risk & Opportunities Committee: R165,446 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.8 - Remuneration of the Chairperson of the Social, Ethics and Transformation Committee: R332,644 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.9 - Remuneration payable to the members of the Social, Ethics and Transformation Committee: R165,446 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.10 - Remuneration payable to the members of the Nominations and Governance Committee: R165,446 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 2.11 - Remuneration payable to the Chairperson of the Human Resources and Remuneration Committee: R322,644 | 100% | 0.00% | 301,330,092 | 93.56% | 0.00% |
| Special Resolution Number 2.12 - Remuneration payable to the members of the Human Resources and Remuneration Committee: R165,446 | 100.00% | 0.00% | 301,330,005 | 93.56% | 0.00% |
| Special Resolution Number 3 - Approval for the granting of financial assistance in terms of Sections 44 and 45 of the Companies Act No. 71 of 2008 | 99.84% | 0.16% | 301,330,150 | 93.56% | 0.00% |
| Special Resolution Number 4 - General authority to repurchase shares | 99.59% | 0.41% | 301,328,547 | 93.56% | 0.00% |
*Total issued share capital is 322 085 974.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
As previously communicated to the market on 18 March 2019, Mrs Dolly Mokgatle stepped down as independent non-executive director at the annual general meeting today, after twelve years in the role. Kumba Board and management thank Mrs Mokgatle for her immense contribution and commitment to the Board for over 12 years.
The Board has commenced the process to identify and appoint a new non-executive director to replace Mrs Mokgatle.
Centurion
10 May 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)