Results of the Annual General Meeting
Updated : 13:16
For immediate release | 26 March 2018 | |
Centamin plc ("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Results of the Annual General Meeting
Centamin wishes to advise the results of the Annual General Meeting ("AGM") held at the Royal Yacht, Weighbridge, St Helier, Jersey, on Monday, 26 March 2018 at 10.00am (UK time). The results of each of the resolutions are set out below.
The Company's issued share capital eligible to be voted at the AGM on 26 March 2018 was 1,152,107,984 ordinary shares. Approximately 69% of the Company's issued share capital were voted at the AGM.
VOTES FOR | % | VOTES AGAINST | % | VOTES WITHHELD (1) | |
Ordinary Resolution 1 Annual accounts, strategic and directors' report and auditor's report | 780,578,359 | 99.35 | 5,135,115 | 0.65 | 5,206,292 |
Ordinary Resolution 2 Declaration of a final dividend | 786,713,783 | 99.99 | 7,718 | 0.001 | 742,030 |
Ordinary Resolution 3.1 Approval of the remuneration report | 531,913,702 | 68.09 | 249,326,064 | 31.91 | 6,223,763 |
Ordinary Resolution 3.2 Approval of the remuneration policy | 372,494,622 | 47.99 | 403,620,079 | 52.01 | 11,347,428 |
Ordinary Resolution 4 Approval of increase in fees payable to non-executive directors | 782,828,143 | 99.89 | 883,457 | 0.11 | 1,323,813 |
Ordinary Resolution 5.1 Re-election of Mr Josef El-Raghy | 779,323,007 | 99.11 | 6,983,511 | 0.89 | 1,157,011 |
Ordinary Resolution 5.2 Re-election of Mr Andrew Pardey | 784,212,811 | 99.69 | 2,423,104 | 0.31 | 827,615 |
Ordinary Resolution 5.3 Election of Mr Ross Jerrard | 779,496,576 | 99.09 | 7,139,339 | 0.91 | 827,615 |
Ordinary Resolution 5.4 Re-election of Mr Gordon Edward Haslam | 595,669,680 | 76.23 | 185,691,837 | 23.77 | 6,102,012 |
Ordinary Resolution 5.5 Election of Mrs Alison Baker | 784,047,009 | 99.67 | 2,568,906 | 0.33 | 847,615 |
Ordinary Resolution 5.6 Re-election of Mr Mark Arnesen | 615,332,486 | 78.24 | 171,134,016 | 21.76 | 997,027 |
Ordinary Resolution 5.7 Re-election of Mr Mark Bankes | 617,129,920 | 78.45 | 169,497,084 | 21.55 | 836,527 |
Ordinary Resolution 6.1 Appointment of PricewaterhouseCoopers LLP (Auditor) | 789,656,456 | 99.95 | 412,599 | 0.05 | 829,142 |
Ordinary Resolution 6.2 Authorise the directors to agree the auditor's remuneration | 789,966,630 | 99.98 | 160,240 | 0.02 | 792,594 |
Ordinary Resolution 7 Authority to allot relevant securities | 770,781,404 | 97.56 | 19,314,800 | 2.44 | 823,559 |
Special Resolution 8.1 Disapplication of pre-emption rights | 778,748,464 | 98.56 | 11,366,379 | 1.44 | 804,921 |
Special Resolution 8.2 Further disapplication of pre-emption rights | 771,645,496 | 97.66 | 18,475,591 | 2.34 | 798,675 |
Special Resolution 9 Market purchase of ordinary shares | 785,949,741 | 99.91 | 744,065 | 0.09 | 769,723 |
(1) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' the resolution.
A copy of the results of the AGM, along with a copy of resolutions passed other than those concerning ordinary business at the AGM, have been submitted to the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. The scrutineers of the poll were Computershare Investor Services (Jersey) Limited. The full text of each of the resolutions is set out in the Notice of AGM, a copy of which is available on the Centamin website at www.centamin.com.
Disclosure under E.2.2 of the Corporate Governance Code (the Code)
Resolution 3.2, for the approval of the Remuneration Policy, received 52% of advisory votes against and therefore the resolution has not been passed.
It is also noted that there was a significant minority vote (more than 20%) against the Remuneration Report (Resolution 3.1) and the reappointment of Remuneration Committee members, Edward Haslam (Resolution 5.4), Mark Arnesen (Resolution 5.6) and Mark Bankes (Resolution 5.7).
The Board of Directors, with the support of the Remuneration Committee, will undertake a full review of the Remuneration Policy in 2018.
Andrew Pardey, CEO commented:
"The Company regularly engages with our major shareholders and proxy advisors for their input on, but not limited to, matters of remuneration. We are disappointed with the results of today's advisory vote against the Remuneration Policy. We will continue to proactively consult with our shareholders and proxy advisors to ensure their feedback is better understood and implemented where appropriate."
For more information, please contact:
Centamin plc Andrew Pardey, CEO Alexandra Carse, Investor Relations +44 (0) 7700 713 738 alexandra.carse@centamin.je |
Buchanan Bobby Morse Chris Judd + 44 (0) 20 7466 5000 centamin@buchanan.uk.com |
This information is provided by RNS