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African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(“ARM” or the “Company”)
Results of the 89th Annual General Meeting
The shareholders of ARM (“Shareholders”) are advised that at the annual general meeting of Shareholders (“Annual
General Meeting”) held on Thursday, 1 December 2022, in terms of the notice of Annual General Meeting distributed to
Shareholders on 20 October 2022, all of the resolutions tabled were passed by the requisite majority of votes cast by
Shareholders present in person or represented by proxy, except for ordinary resolution number 11, being the non-binding
advisory vote on the Company’s Remuneration Implementation Report.
As at Friday, 25 November 2022, being the voting record date (“Voting Record Date”), the total issued share capital of
ARM was 224 667 778 (“Issued Shares”) and the total number of votable shares was 196 053 038 (“Votable Shares”). The
number of ARM shares voted in person or by proxy at the Annual General Meeting was 176 871 802 shares, representing
78.73% of the Issued Shares and 90.22% of the Votable Shares.
The voting results were as follows:
SHARES
VOTED SHARES
AS A ABSTAINED
PERCENT AS A
SHARES NUMBER OF PERCENT OF
SHARES VOTED OF ISSUED ISSUED
VOTED FOR AGAINST SHARES SHARES SHARES
RESOLUTION (%)* (%)* VOTED (%) (%)
Ordinary resolution number 1
68.35% 31.65% 176 757 015 78.67% 0.06%
Re-election of Mr M Arnold as a Director
Ordinary resolution number 2
Re-election of Mr TA Boardman as a 90.07% 9.93% 176 789 015 78.69% 0.04%
Director
Ordinary resolution number 3
99.86% 0.14% 176 782 515 78.69% 0.04%
Re-election of Ms PJ Mnisi as a Director
Ordinary resolution number 4
Re-election of Mr JC Steenkamp as a 94.55% 5.45% 176 789 015 78.69% 0.04%
Director
Ordinary resolution number 5
99.89% 0.11% 176 789 015 78.69% 0.04%
Election of Mr B Kennedy as a Director
Ordinary resolution number 6
95.26% 4.74% 176 783 005 78.69% 0.04%
Election of Mr B Nqwababa as a Director
Ordinary resolution number 7
Re-appointment of Ernst & Young Inc. as
external auditor and Mr PD Grobbelaar as 98.61% 1.39% 176 789 015 78.69% 0.04%
the designated auditor
SHARES
VOTED SHARES
AS A ABSTAINED
PERCENT AS A
SHARES NUMBER OF PERCENT OF
SHARES VOTED OF ISSUED ISSUED
VOTED FOR AGAINST SHARES SHARES SHARES
RESOLUTION (%)* (%)* VOTED (%) (%)
Ordinary resolution number 8
Appointment of KPMG Inc. as external
100% 0% 176 789 775 78.69% 0.04%
auditor and Ms S Loonat as the designated
auditor in respect of 2024 financial year
Ordinary resolution number 9
Election of Audit and Risk Committee
Members
Ordinary resolution number 9.1
91.40% 8.60% 176 789 015 78.69% 0.04%
Mr TA Boardman
Ordinary resolution number 9.2
63.79% 36.21% 176 789 015 78.69% 0.04%
Mr F Abbott
Ordinary resolution number 9.3
64.04% 35.96% 176 789 015 78.69% 0.04%
Mr AD Botha
Ordinary resolution number 9.4
59.84% 40.16% 176 789 015 78.69% 0.04%
Mr AK Maditsi
Ordinary resolution number 9.5
95.27% 4.73% 176 783 005 78.69% 0.04%
Mr B Nqwababa
Ordinary resolution number 9.6
99.86% 0.14% 176 782 515 78.69% 0.04%
Ms PJ Mnisi
Ordinary resolution number 9.7
64.05% 35.95% 176 789 015 78.69% 0.04%
Dr RV Simelane
Ordinary resolution number 10
Non-binding advisory vote on the 94.61% 5.39% 176 734 305 78.66% 0.07%
Company’s Remuneration Policy
Ordinary resolution number 11**
Non-binding advisory vote on the
74.56% 25.44% 176 787 105 78.69% 0.04%
Company’s Remuneration Implementation
Report
Ordinary resolution number 12
Placing control of the authorised but
94.11% 5.89% 176 789 124 78.69% 0.04%
unissued Company shares in the hands of
the Board
Ordinary resolution number 13
General authority to allot and issue shares 93.31% 6.69% 176 789 124 78.69% 0.04%
for cash
Ordinary resolution number 14
Amendment of the rules of the 2018 79.15% 20.85% 175 748 525 78.23% 0.20%
Conditional Share Plan
SHARES
VOTED SHARES
AS A ABSTAINED
PERCENT AS A
SHARES NUMBER OF PERCENT OF
SHARES VOTED OF ISSUED ISSUED
VOTED FOR AGAINST SHARES SHARES SHARES
RESOLUTION (%)* (%)* VOTED (%) (%)
Special resolution number 1
Annual retainer fees and per Board meeting
attendance fees for Non-Executive Directors
with effect from 1 July 2022
Special resolution number 1.1
Annual retainer fees for Non-Executive 100% 0% 176 787 235 78.69% 0.04%
Directors
Special resolution number 1.2
Fees for attending Board meetings for Non- 100% 0% 176 787 235 78.69% 0.04%
executive Directors
Special resolution number 2
Committee meeting attendance fees for 100% 0% 176 787 125 78.69% 0.04%
Non-executive Directors
Special resolution number 3
Financial assistance for subscription for 99.07% 0.93% 176 786 474 78.69% 0.04%
securities
Special resolution number 4
Financial assistance for related or inter- 99.23% 0.77% 176 786 364 78.69% 0.04%
related companies
Special resolution number 5
Issue of shares in connection with the
99.64% 0.36% 176 789 124 78.69% 0.04%
Company’s share or employee incentive
schemes
Special resolution number 6
87.47% 12.53% 176 770 630 78.68% 0.05%
General authority to repurchase shares
* Expressed as a percentage of the number of shares voted per resolution (rounded to the nearest two decimals).
** The Board is cognisant of shareholders’ concerns in relation to the Company’s Remuneration Implementation Report
and is encouraged by shareholders’ support of the Remuneration Policy. Given that a 75% majority of votes was not
achieved on ordinary resolution number 11, being a non-binding advisory vote on the Remuneration Implementation
Report, any shareholder who wishes to submit any questions, comments, suggestions or reasons for their dissenting votes
to the Company, or who wishes to arrange a direct consultation with the Company to discuss the Remuneration
Implementation Report, is invited to do so by writing to the Group Company Secretary and Governance Officer by email
at cosec@arm.co.za, by no later than the close of business on Friday, 30 December 2022.
Arrangements will be made to facilitate the engagement process directly with those responding shareholders as soon as
reasonably practicable after receipt of shareholders’ written submissions, and the Company will report to shareholders
on the nature of the steps taken to address all legitimate and reasonable objections and concerns in its next Remuneration
Report.
Sandton
02 December 2022
Sponsor: Investec Bank Limited
