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Report on proceedings at the annual general meeting
Kumba Iron Ore Limited
A member of the Anglo American plc group
(Incorporated in the Republic of South Africa)
(Registration number 2005/015852/06)
Share code: KIO
ISIN: ZAE000085346
("Kumba" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
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 Number of Shares voted Shares abstained
percentage in relation to the total shares voted disclosed as a disclosed as a
number of shares voted at the percentage in percentage in
meeting relation to the relation to the total
total issued issued share
share capital* capital*
For Against
Ordinary resolution number 1: To re-appoint Deloitte & Touche 98.09% 1.91% 301,329,334 93.56% 0.00%
as independent auditors and Mrs Nita Ranchod as individual
designated auditor
Ordinary Resolution Number 2.1 - To re-elect Mrs Buyelwa 99.95% 0.05% 301,326,549 93.55% 0.00%
Sonjica as a director of the Company
Ordinary Resolution Number 2.2 - To re-elect Mrs Nonkululeko 99.18% 0.82% 301,326,409 93.55% 0.00%
Dlamini as a director of the Company
Ordinary Resolution Number 2.3 - To re-elect Mr Terence 98.91% 1.09% 301,326,609 93.55% 0.00%
Goodlace as a director of the Company
Ordinary Resolution Number 3.1 - Election of Mr Sango 99.97% 0.03% 301,326,409 93.55% 0.00%
Ntsaluba as a member of the Audit Committee
Ordinary Resolution Number 3.2 - Election of Mr Terence 99.97% 0.03% 301,326,549 93.55% 0.00%
Goodlace as a member of the Audit Committee
Ordinary Resolution Number 3.3 - Election of Mrs Mary Bomela 99.93% 0.07% 301,326,349 93.55% 0.00%
as a member of the Audit Committee
Ordinary Resolution Number 4.1 - Approval of the remuneration 99.69% 0.31% 301,246,817 93.53% 0.03%
policy and its implementation by way of a non-binding advisory
vote - Approval of Remuneration Policy
Ordinary Resolution Number 4.2 - Approval of the 93.18% 6.82% 300,195,172 93.20% 0.36%
implementation of the remuneration policy and its
implementation by way of a non-binding advisory vote -
Approval for the implementation of the remuneration policy
Ordinary Resolution Number 5 - General authority for directors 99.95% 0.05% 301,327,074 93.55% 0.00%
to allot and issue ordinary shares
Ordinary Resolution Number 6.1 - Approval of the Amended 99.41% 0.59% 301,259,276 93.53% 0.00%
Bonus and Retention Share Plan (BRP)
Ordinary Resolution Number 6.2 - Approval of the Amended 99.81% 0.19% 301,259,276 93.53% 0.00%
Performance Share Plan (PSP)
Ordinary Resolution Number 7 - Changes to the Long-Term 99.85% 0.15% 301,326,877 93.55% 0.00%
Incentive and Forfeitable Share Awards
Ordinary Resolution Number 8 - Authorisation to sign 100.00% 0.00% 301,329,132 93.56% 0.00%
documents to give effect to resolutions
Special Resolution Number 1 - General authority to issue 99.95% 0.05% 301,329,219 93.56% 0.00%
shares for cash
Special Resolution Number 2.1 - Remuneration payable to the 100.00% 0.00% 301,330,287 93.56% 0.00%
Chairperson of the Board: R1,507,433
Special Resolution Number 2.2 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
ordinary Board members: R249,233
Special Resolution Number 2.3 - Remuneration payable to the 100.00% 0.00% 301,330,170 93.56% 0.00%
Lead Independent Director: R1,166,000
Special Resolution Number 2.4 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
Chairperson of the Audit Committee: R322,644
Special Resolution Number 2.5 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
members of the Audit Committee: R165,446
Special Resolution Number 2.6 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
Chairperson of the Risk & Opportunities Committee: R332, 644
Special Resolution Number 2.7 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
members of the Risk & Opportunities Committee: R165,446
Special Resolution Number 2.8 - Remuneration of the 100.00% 0.00% 301,330,005 93.56% 0.00%
Chairperson of the Social, Ethics and Transformation
Committee: R332,644
Special Resolution Number 2.9 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
members of the Social, Ethics and Transformation Committee:
R165,446
Special Resolution Number 2.10 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
members of the Nominations and Governance Committee:
R165,446
Special Resolution Number 2.11 - Remuneration payable to the 100% 0.00% 301,330,092 93.56% 0.00%
Chairperson of the Human Resources and Remuneration
Committee: R322,644
Special Resolution Number 2.12 - Remuneration payable to the 100.00% 0.00% 301,330,005 93.56% 0.00%
members of the Human Resources and Remuneration
Committee: R165,446
Special Resolution Number 3 - Approval for the granting of 99.84% 0.16% 301,330,150 93.56% 0.00%
financial assistance in terms of Sections 44 and 45 of the
Companies Act No. 71 of 2008
Special Resolution Number 4 - General authority to repurchase 99.59% 0.41% 301,328,547 93.56% 0.00%
shares
*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)
For further information, please contact:
Company Secretary
Ms Celeste Appollis
celeste.appollis@angloamerican.com
Tel: +27 683 7063
Mobile: +27 82 941 7535
Investors Media
Penny Himlok Sinah Phochana
penny.himlok@angloamerican.com sinah.phochana@angloamerican.com
Tel: +27 12 622 8324 Tel: +27 12 683 7019
Mobile: +27 82 781 1888 Mobile: +27 76 066 0655
Notes to editors:
Anglo American is a leading global mining company and our products are the essential ingredients in almost every aspect of modern life. Our portfolio of world-class
competitive mining operations and undeveloped resources provides the metals and minerals that enable a cleaner, more electrified world and that meet the fast growing
consumer-driven demands of the world's developed and maturing economies. With our people at the heart of our business, we use innovative practices and the latest
technologies to discover new resources and mine, process, move and market our products to our customers around the world - safely, responsibly and sustainably.
As a responsible miner - of diamonds (through De Beers), copper, platinum group metals, iron ore, coal and nickel - we are the custodians of what are precious natural
resources. We work together with our business partners and diverse stakeholders to unlock the sustainable value that those resources represent for our shareholders, the
communities and countries in which we operate, and for society as a whole. Anglo American is re-imagining mining to improve people's lives.
www.angloamerican.com
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