1 Jul 2014 13:00
Central Rand Gold Limited(Incorporated as a company with limited liability under the laws of Guernsey, Company Number 45108) (Incorporated as an external company with limited liability under the laws of South Africa, Registration number 2007/0192231/10) ISIN: GG00B92NXM24 LSE share code: CRND JSE share code: CRD ("Central Rand Gold" or the "Company")
|
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the Annual General Meeting ("AGM") of Central Rand Gold held at 11:00am on Tuesday, 1 July 2014 (UK time), all resolutions put to the meeting were passed by shareholders by poll.
At the AGM the following resolutions were put to the meeting as ordinary resolutions:
1. To receive and consider the Company's annual accounts for the financial year ended 31 December 2013 together with the directors' and auditors' reports on the annual accounts.
2. To appoint KPMG LLP as auditors to the Company to hold office from the conclusion of the meeting until the conclusion of the next meeting at which accounts are laid before the Company and to authorise the directors to fix their remuneration.
3. To elect Mr Nathan Taylor as a non-executive director of the Company.
4. To elect Mr Jason Hou as a non-executive director of the Company.
5. To elect Mr Allen Phillips as an independent non-executive director of the Company.
6. As Mr Patrick Malaza resigned as a director of the Company after the Company issued its notice of AGM, ordinary resolution number 6 to re-elect Mr Patrick Malaza as a director of the Company was withdrawn.
7. To approve the Directors Remuneration Report for the financial year ended 31 December 2013.
The following resolution was put to the meeting as an extraordinary resolution:
8. The directors be and are hereby empowered to allot equity securities wholly for cash pursuant to the authority conferred by Article 4.1 and Article 10.6 of the Articles as if Article 10.1 of the Articles did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange or otherwise; and
(b) otherwise than and in addition to pursuant to sub-paragraph (a) of this resolution up to a maximum aggregate nominal amount equal to £112,771.21 (being approximately 15 per cent of the issued share capital of the Company as at 30 May 2014),
and provided that this authority shall expire on the 15 month anniversary of the date of this resolution or on the conclusion of the Company's next annual general meeting if earlier save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred hereby has expired and in this resolution the expression ''equity securities'' and references to the "allotment of equity securities" shall bear the same respective meanings as in Article 1.1 of the Articles.
The proxy votes cast before the meeting in respect of the individual resolutions were as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | WITHHELD | |
1. | To receive the 2013 Annual Report and Accounts | 36 305 541 | 47 864 | 460 |
2. | To appoint KPMG LLP as auditors to the Company and to authorise the directors to fix their remuneration | 36 353 865 | 0 | 0 |
3. | To elect Mr Nathan Taylor as a director | 12 314 701 | 47 864 | 23 991 300 |
4. | To elect Mr Jason Hou as a director. | 12 314 701 | 47 864 | 23 991 300 |
5. | To elect Mr Allen Philips as a director | 36 353 865 | 0 | 0 |
7 | To approve the Directors' Remuneration | 36 270 001 | 79 864 | 4 000 |
EXTRAORDINARY RESOLUTIONS | ||||
8. | To disapply pre-emption rights | 30 897 609 | 5 456 256 | 0 |
The Notice of Annual General meeting is available on the Company's website at www.centralrandgold.com.
For further information, please contact:
Central Rand Gold +27 (0) 87 310 4400
Johan du Toit / Nathan Taylor
Charles Stanley Securities Limited +44 (0) 20 7149 6478
Marc Milmo / Mark Taylor
Merchantec Capital +27 (0) 11 325 6363
Monique Martinez / Marcel Goncalves
Buchanan +44 (0) 20 7466 5000
Bobby Morse / Louise Mason
Jenni Newman Public Relations +27 (0) 11 506 7351
Proprietary Limited
Jenni Newman
Johannesburg
1 July 2014
Sponsor
Merchantec Capital