Last checked at 8 Apr 2019 13:36
For immediate release | 8 April 2019 | |
Centamin plc ("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Results of the 2019 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, 8 April 2019 at 10.00 (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 8 April 2019 was 1,154,722,984 ordinary shares and 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 governance report and auditor's report | 795,649,978 | 99.71 | 2,286,457 | 0.29 | 7,023,734 |
Ordinary Resolution 2 Declaration of a final dividend | 797,237,853 | 99.73 | 2,133,599 | 0.27 | 2,511,314 |
Ordinary Resolution 3.1 Approval of the Directors' Remuneration Report | 529,996,129 | 66.31 | 269,318,181 | 33.69 | 2,568,087 |
Ordinary Resolution 3.2 Approval of the Directors' Remuneration Policy | 788,094,546 | 98.60 | 11,189,768 | 1.40 | 2,598,083 |
Ordinary Resolution 3.3 Approval of amendment to the rules of the Performance Share Plan | 790,711,624 | 98.94 | 8,484,123 | 1.06 | 2,686,650 |
Ordinary Resolution 4 Approval of increase in fees payable to Non-Executive Directors | 787,807,289 | 98.56 | 11,478,235 | 1.44 | 2,594,731 |
Ordinary Resolution 5.1 Re-election of Mr Josef El-Raghy | 769,045,932 | 96.21 | 30,284,019 | 3.79 | 2,552,446 |
Ordinary Resolution 5.2 Re-election of Mr Andrew Pardey | 795,118,440 | 99.47 | 4,208,512 | 0.53 | 2,555,446 |
Ordinary Resolution 5.3 Re-election of Mr Ross Jerrard | 791,372,572 | 99.02 | 7,852,680 | 0.98 | 2,657,146 |
Ordinary Resolution 5.4 Re-election of Mr Gordon Edward Haslam | 743,201,594 | 92.99 | 56,023,302 | 7.01 | 2,657,146 |
Ordinary Resolution 5.5 Re-election of Mrs Alison Baker | 796,282,502 | 99.63 | 2,930,483 | 0.37 | 2,669,413 |
Ordinary Resolution 5.6 Election of Dr Ibrahim Fawzy | 795,185,006 | 99.48 | 4,131,446 | 0.52 | 2,565,946 |
Ordinary Resolution 5.7 Re-election of Mr Mark Arnesen | 787,188,325 | 98.50 | 12,012,659 | 1.50 | 2,681,413 |
Ordinary Resolution 5.8 Re-election of Mr Mark Bankes | 793,393,194 | 99.27 | 5,806,258 | 0.73 | 2,682,946 |
Ordinary Resolution 6.1 Appointment of PricewaterhouseCoopers LLP (Auditor) | 801,015,011 | 99.98 | 170,856 | 0.02 | 3,774,303 |
Ordinary Resolution 6.2 Authorise the directors to agree the auditor's remuneration | 802,080,130 | 99.96 | 310,500 | 0.04 | 2,569,540 |
Ordinary Resolution 7 Authority to allot relevant securities | 771,923,381 | 96.21 | 30,417,493 | 3.79 | 2,619,293 |
Special Resolution 8.1 Disapplication of pre-emption rights | 785,256,335 | 98.26 | 13,911,502 | 1.74 | 2,714,561 |
Special Resolution 8.2 Further disapplication of pre-emption rights | 779,325,374 | 97.51 | 19,935,997 | 2.49 | 2,621,026 |
Special Resolution 9 Market purchase of ordinary shares | 793,836,371 | 99.33 | 5,348,499 | 0.67 | 2,697,527 |
(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 the 2018 UK Corporate Governance Code
The Board are pleased that all resolutions at the meeting were passed but notes that a significant minority of shareholders (more than 20%) voted against Resolution 3.1, the approval of last year's Directors' Remuneration Report. The Remuneration Committee understands that whilst a clear majority of shareholders were supportive of the report, some investors were concerned with an element of the 2018 annual bonus plan. The Remuneration Committee believes that this issue has been addressed as part of the Remuneration Policy review process (and so will not feature in the annual bonus plan going forward, resulting in no further action being required), with the Board welcoming the support from shareholders for Resolution 3.2 (98.60%) (the approval of the new Directors' Remuneration Policy) and for Resolution 3.3 (98.94%) (the amendments to the Performance Share Plan).
Josef El-Raghy, Chairman commented:
"Since the 2018 AGM, the Board has engaged extensively with major shareholders and proxy advisers and we would like to thank them for their valued feedback and look forward to continuing with this constructive engagement.
Generating tangible value and returns for our stakeholders remains paramount to our decision making as we mark our 10th year of commercial production from the Sukari Gold Mine. We remain committed to delivering operational improvements, whilst advancing future growth prospects across our highly prospective 4,400km2 Group landholding, host to our 15.7Moz Group gold resource base."
For more information, please contact:
Centamin plc Andrew Pardey, Chief Executive Officer 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 |