Report on Proceedings at the Annual General Meeting
28 May, 2024
Kumba held its eighteenth annual general meeting (“AGM” or “the meeting”) of shareholders in person and virtually on 28 May 2024. All the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes.
The audited annual financial statements of the Company, and of the Kumba group, including the reports of the directors, external auditors, audit committee, business performance and the social, ethics and transformation committee for the financial year ended 31 December 2023 were presented.
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: Re-appointment of PriceWaterhouseCoopers as independent external auditors and Mr Sizwe Masondo as individual designated auditor | 100% | 0.00% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 2.1 - To re-elect Mr Terence Goodlace as a director of the Company | 99.37% | 0.63% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 2.2 - To re-elect Mrs Michelle Jenkins as a director of the Company | 99.99% | 0.01% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 2.3 - To re-elect Mr Sango Ntsaluba as a director of the Company | 99.02% | 0.98% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 3.1 - Election of Mr Sango Ntsaluba as a member of the Audit Committee | 99.09% | 0.91% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 3.2 - Election of Mrs Mary Bomela as a member of the Audit Committee | 99.95% | 0.05% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 3.3 - Election of Mr Aman Jeawon as a member of the Audit Committee | 99.95% | 0.05% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 3.4 - Election of Mrs Michelle Jenkins as a member of the Audit Committee | 99.99% | 0.01% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 4.1 - Approval of the remuneration policy by way of a non-binding advisory vote | 99.12% | 0.88% | 297,223,739 | 92.28% | 0.00% |
| Ordinary Resolution Number 4.2 - Approval of the implementation of the remuneration policy by way of a non-binding advisory vote | 98.81% | 1.19% | 297,223,739 | 92.28% | 0.00% |
| Ordinary Resolution Number 5 - General authority for directors to allot and issue ordinary shares | 99.74% | 0.26% | 297,224,539 | 92.28% | 0.00% |
| Ordinary Resolution Number 6 - Authorisation to sign documents to give effect to resolutions | 100% | 0.00% | 297,224,539 | 92.28% | 0.00% |
| Special Resolution Number 1 – Approval of the amended and restated Bonus and Retention Plan (BRP) Rules | 99.79% | 0.21% | 297,223,339 | 92.28% | 0.00% |
| Special Resolution Number 2 - General authority to issue shares for cash | 99.75% | 0.25% | 297,224,639 | 92.28% | 0.00% |
| Special Resolution Number 3 - Remuneration payable to Non-Executive Directors | 99.94% | 0.06% | 297,220,392 | 92.28% | 0.00% |
| Special Resolution Number 4 - Approval for the granting of financial assistance in terms of Sections 44 and 45 of the Companies Act No. 71 of 2008 | 99.91% | 0.09% | 297,223,839 | 92.28% | 0.00% |
| Special Resolution Number 5 - General authority to repurchase shares | 96.67% | 3.33% | 297,203,239 | 92.27% | 0.01% |
*Total issued share capital is 322 085 974 shares.
Johannesburg
28 May 2024
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)