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Results of the AGM & engagement with shareholders regarding the group’s remuneration policy & implementation report

Published: 2023-10-30 18:25:27 ET
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      NORTHAM PLATINUM HOLDINGS LIMITED                                 NORTHAM PLATINUM LIMITED
       Incorporated in the Republic of South Africa               Incorporated in the Republic of South Africa
           Registration number: 2020/905346/06                       Registration number: 1977/003282/06
          Share code: NPH ISIN: ZAE000298253                                Debt issuer code: NHMI
 (“Northam Holdings” or the “company” or, together with        Bond code: NHM015       Bond ISIN: ZAG000164922
        its subsidiaries, “Northam” or the “group”)            Bond code: NHM016       Bond ISIN: ZAG000167750
                                                               Bond code: NHM019       Bond ISIN: ZAG000168105
                                                               Bond code: NHM020       Bond ISIN: ZAG000172594
                                                               Bond code: NHM021       Bond ISIN: ZAG000181496
                                                               Bond code: NHM022       Bond ISIN: ZAG000190133
                                                               Bond code: NHM023       Bond ISIN: ZAG000190968
                                                               Bond code: NHM024       Bond ISIN: ZAG000195926
                                                               Bond code: NHM025       Bond ISIN: ZAG000195934
                                                               Bond code: NHM026       Bond ISIN: ZAG000195942
                                                                            (“Northam Platinum”)


 RESULTS OF THE ANNUAL GENERAL MEETING AND ENGAGEMENT WITH SHAREHOLDERS REGARDING
THE GROUP’S REMUNERATION POLICY AND REMUNERATION IMPLEMENTATION REPORT FOR THE YEAR
                                 ENDED 30 JUNE 2023

Northam Holdings shareholders (“shareholders”) are advised that at the annual general meeting of shareholders held
on Monday, 30 October 2023 (“AGM”), (i) all the ordinary resolutions other than the non-binding advisory ordinary
resolutions numbers 4.1 and 4.2, and (ii) special resolution number 2, as set out in the notice of AGM dated Tuesday,
22 August 2023, were approved by the requisite majority of shareholders present or represented by proxy at the AGM.
As announced on SENS on Friday, 27 October 2023, special resolution number 1 was withdrawn from consideration
and voting at the AGM.

For each resolution proposed at the AGM, the number and percentage of Northam Holdings ordinary shares (“shares”)
voted on the resolution, the percentage of votes for and against each resolution and the percentage of shares in respect
of which shareholders abstained from voting on such resolution, are as follows:

Ordinary resolution number 1.1 – re-election of Mr TI Mvusi as a director

 Shares voted                  For                           Against                       Abstained
 305 741 187                   65.08%                        34.92%                        0.31%

 77.09%



Ordinary resolution number 1.2 – re-election of Mr GT Lewis as a director

 Shares voted                  For                           Against                       Abstained
 305 741 187                   70.37%                        29.63%                        0.31%

 77.09%
Ordinary resolution number 1.3 – re-election of Dr NY Jekwa as a director

 Shares voted                For                         Against                     Abstained
 305 740 687                 68.49%                      31.51%                      0.31%

 77.09%



Ordinary resolution number 2 – re-appointment of PricewaterhouseCoopers Incorporated (with the designated
external audit partner being Mr AJ Rossouw CA(SA)) as the independent external auditors of the group

 Shares voted                For                         Against                     Abstained
 306 587 849                 99.66%                      0.34%                       0.09%

 77.30%



Ordinary resolution number 3.1 – election of Ms HH Hickey as a member of the audit and risk committee

 Shares voted                For                         Against                     Abstained
 305 740 447                 68.11%                      31.89%                      0.31%

 77.09%



Ordinary resolution number 3.2 – election of Dr NY Jekwa as a member of the audit and risk committee

 Shares voted                For                         Against                     Abstained
 305 740 447                 67.76%                      32.24%                      0.31%

 77.09%



Ordinary resolution number 3.3 – election of Mr MH Jonas as a member of the audit and risk committee

 Shares voted                For                         Against                     Abstained
 305 740 447                 63.55%                      36.45%                      0.31%

 77.09%



Ordinary resolution number 4.1* – non-binding endorsement of the group’s remuneration policy

 Shares voted                For                         Against                     Abstained
 305 604 380                 33.45%                      66.55%                      0.34%

 77.05%



Ordinary resolution number 4.2* – non-binding endorsement of the group’s remuneration implementation report

 Shares voted                For                         Against                     Abstained
 305 604 380                 40.13%                      59.87%                      0.34%

 77.05%
Special resolution number 2 – approval of financial assistance in terms of sections 44 and 45 of the Companies Act,
No. 71 of 2008

 Shares voted                 For                          Against                      Abstained
 305 740 760                  98.47%                       1.53%                        0.31%

 77.09%



Special resolution number 3 – approval for the general authority to repurchase issued shares

 Shares voted                 For                          Against                      Abstained
 306 577 157                  74.20%                       25.80%                       0.10%

 77.30%



*As more than 25% of the votes cast by shareholders present or represented by proxy at the AGM on ordinary
resolutions number 4.1 and 4.2 were exercised against the non-binding endorsement of the group’s remuneration policy
and remuneration implementation report (“non-binding advisory resolutions”), the company will continue to engage
with dissenting shareholders (being shareholders who voted against any of the non-binding advisory resolutions) and,
in accordance with the JSE Limited Listings Requirements and the recommendations of the King IV Report on Corporate
Governance for South Africa, 2016, hereby invites such shareholders to send their comments / concerns / questions
/ recommendations regarding the group’s remuneration policy and/or remuneration implementation report, in writing, to
Ms PB Beale, the company secretary of Northam, at trish.beale@norplats.co.za, so as to be received by no later than
close of business on Friday, 15 December 2023.

Notes
- Percentages of shares voted on the resolutions are calculated as a percentage of the total issued share capital of
   Northam Holdings, amounting to 396 615 878 shares.
- Percentages of shares voted for or against the resolutions are calculated as a percentage of the total number of
   shares voted in respect of the relevant resolution.
- Abstentions are calculated as a percentage of the total issued share capital of Northam Holdings.


Johannesburg
30 October 2023

 Corporate Advisor and Sponsor to Northam Holdings           Attorneys to Northam Holdings and Northam Platinum
                     One Capital                                                Webber Wentzel




                             Corporate Advisor and Debt Sponsor to Northam Platinum
                                                   One Capital