Last checked at 30 May 2018 18:00
Fresnillo Plc
21 Upper Brook Street
London W1K 7PY
United Kingdom
www.fresnilloplc.com
30 May 2018
Fresnillo plc - Result of AGM
The Board is pleased to announce that all of the resolutions put to shareholders at today's Annual General Meeting were passed by means of a poll, including the ordinary resolutions (resolutions 1 to 19) and special resolutions (resolutions 20 to 23) as set out in the Company's notice of AGM dated 20 April 2018. The votes cast for resolutions 10 to 15 relating to the re-election and election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below (independent shareholder votes cast being marked **)
The final voting figures are shown below.
Resolution | Total Votes Cast | For (*) | Against (*) | Withheld | ||
Number | % | Number | % | |||
1: Presentation of the accounts | 695,569,349 | 695,569,320 | 100.00% | 29 | 0.00% | 110,167 |
2: To approve the final dividend | 695,671,218 | 695,671,218 | 100.00% | 0 | 0.00% | 8,298 |
3: To approve the Annual Report on Remuneration | 695,667,313 | 694,221,762 | 99.79% | 1,445,551 | 0.21% | 12,203 |
4: To re-elect Mr Alberto Baillères | 661,788,227 | 622,532,865 | 94.07% | 39,255,362 | 5.93% | 33,891,289 |
5: To re-elect Mr Alejandro Baillères | 695,669,862 | 688,931,087 | 99.03% | 6,738,775 | 0.97% | 9,653 |
6: To re-elect Mr Juan Bordes | 694,979,862 | 687,417,104 | 98.91% | 7,562,758 | 1.09% | 699,653 |
7: To re-elect Mr Arturo Fernández | 694,980,962 | 680,767,679 | 97.95% | 14,213,283 | 2.05% | 698,553 |
8: To re-elect Mr Jaime Lomelín | 695,669,862 | 691,989,605 | 99.47% | 3,680,257 | 0.53% | 9,653 |
9: To re-elect Mr Fernando Ruiz | 694,722,066 | 622,000,252 | 89.53% | 72,721,814 | 10.47% | 957,450 |
10: To re-elect Mr Charles Jacobs | 695,663,207 | 691,660,285 | 99.42%
| 4,002,922 | 0.58% | 16,308 |
143,071,747** | 139,068,825 | 97.20% | 4,002,922 | 2.80% | 16,308 | |
11: To re-elect Ms Bárbara Garza Lagüera | 695,670,998
| 692,831,901 | 99.59% | 2,839,097 | 0.41% | 8,517 |
143,079,538** | 140,240,441 | 98.02% | 2,839,097 | 1.98% | 8,517 | |
12. To re-elect Mr Jaime Serra | 694,974,453 | 642,630,892 | 92.47% | 52,343,561 | 7.53% | 705,061 |
142,382,993** | 90,039,432 | 63.24% | 52,343,561 | 36.76% | 705,061 | |
13. To re-elect Mr Alberto Tiburcio | 695,670,212 | 692,352,382 | 99.52% | 3,317,830 | 0.48% | 9,303 |
143,078,752** | 139,760,922 | 97.68% | 3,317,830 | 2.32% | 9,303 | |
14. To re-elect Dame Judith Macgregor | 695,670,999 | 695,489,097 | 99.97% | 181,902 | 0.03% | 8,517 |
143,079,539** | 142,897,637 | 99.87% | 181,902 | 0.13% | 8,517 | |
15. To elect Ms Georgina Kessel | 695,670,999 | 695,670,282 | 100.00% | 717 | 0.00% | 8,517 |
143,079,539** | 143,078,822 | 100.00% | 717 | 0.00% | 8,517 | |
16. To amend Directors Remuneration Policy | 695,669,908 | 691,839,867 | 99.45% | 3,830,041 | 0.55% | 9,607 |
17:To appoint the auditors | 695,664,736 | 693,051,831 | 99.62% | 2,612,905 | 0.38% | 14,779 |
18: To allow the audit committee to determine the auditors remuneration | 695,670,918 | 695,544,602 | 99.98% | 126,316 | 0.02% | 8,598 |
19: To give authority to Directors allot shares | 695,670,977 | 695,133,303 | 99.92% | 537,674 | 0.08% | 8,539 |
20: To disapply pre-emption rights | 695,669,578 | 691,170,720 | 99.35% | 4,498,858 | 0.65% | 9,938 |
21: To disapply pre-emption rights in in connection with an acquisition or other capital investment | 695,669,877 | 691,599,240 | 99.41% | 4,070,637 | 0.59% | 9,638 |
22: To authorise purchase of own shares | 695,545,816 | 692,549,032 | 99.57% | 2,996,784 | 0.43% | 133,699 |
23: Notice of general meetings | 695,664,009 | 690,042,628 | 99.19% | 5,621,381 | 0.81% | 15,507 |
(*) = Includes discretionary votes
(**) =Votes cast by the independent shareholders
As at the date of the AGM, the number of issued shares and total voting rights of the Company was 736,893,589 shares in issue. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.
In accordance with Listing Rule 9.6.2, Fresnillo plc has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at www.Hemscott.com/nsm.do
The Board is pleased with the support from shareholders for the majority of the resolutions but notes the significant minority vote (representing 36.76% of independent votes), against resolution 12: the re-appointment of Mr Jaime Serra. The Board is of the opinion that the votes against Mr Serra are likely due to his attendance record at Board and Committee meetings and his other listed company board mandates. Mr Serra holds six listed company directorships, one more than is allowed by investor policies and missed one Board and two Committee meetings in 2017. Mr Serra was a key player in the original launch of the North American Free Trade Agreement (NAFTA) when he was still in government and his knowledge and expertise is in demand now that NAFTA is under threat and Mexico is holding its presidential elections this year. Whilst it is of huge credit to Fresnillo to have someone of Mr Serra's calibre on the board, it is also extremely valuable to have his current insight into the political world through the work he is now doing (on a voluntary basis much of the time) in the political sphere. The Board noted that he is unable to attend some board meetings but it believes that this is a price worth paying, for a season at least, in order to continue to benefit from the unique advice and guidance that he is able to bring as a result of that activity. The Chairman speaks frequently with Mr Serra outside of Board and Committee meetings and therefore his contribution should not just be measured by his attendance record.
The Nominations Committee believes that the Board would be significantly less well-equipped to address the political and macro-economic challenges that it may have to meet in the coming months and years without Mr Serra's knowledge and counsel and therefore it had no hesitation in recommending him to the Board for re-election at the AGM. The Board will continue to proactively consult with shareholders on this as well as other matters however, on this occasion the Board considers Mr Serra's re-appointment as a positive step for the long-term interests of the Company.
For further information, please visit our website www.fresnilloplc.com or contact:
Fresnillo plc London Office Gabriela Mayor, Head of Investor Relations Patrick Chambers |
Tel: +44 (0)20 7399 2470 |
Mexico City Office Ana Belem Zárate | Tel: +52 55 52 79 3206 |
Powerscourt Peter Ogden
|
Tel: +44 (0)20 7250 1446 |
About Fresnillo plc
Fresnillo plc is the world's largest primary silver producer and Mexico's largest gold producer, listed on the London and Mexican Stock Exchanges under the symbol FRES.
Fresnillo plc has seven operating mines, all of them in Mexico - Fresnillo, Saucito, Ciénega (including the San Ramón satellite mine), Herradura, Soledad-Dipolos1, Noche Buena and San Julián (phase I and II), two development projects - the Pyrites plant, and second line of DLP at Herradura, and four advanced exploration projects - Orisyvo, Juanicipio, Las Casas Rosario & Cluster Cebollitas and Centauro Deep, as well as a number of other long term exploration prospects. In total, Fresnillo plc has mining concessions covering approximately 1.8 million hectares in Mexico.
Fresnillo plc has a strong and long tradition of mining, a proven track record of mine development, reserve replacement, and production costs in the lowest quartile of the cost curve for silver.
Fresnillo plc's goal is to maintain the Group's position as the world's largest primary silver company, producing 65 million ounces of silver per year by 2018, having already surpassed the gold target of 750,000 ounces.
1 Operations at Soledad-Dipolos are currently suspended.
Forward Looking Statements
Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the Fresnillo Group's intentions, beliefs or current expectations concerning, amongst other things, the Fresnillo Group's results of operations, financial position, liquidity, prospects, growth, strategies and the silver and gold industries are forward-looking statements. Such forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Fresnillo Group's operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations (including the US dollar and Mexican Peso exchanges rates), the Fresnillo Group's ability to recover its reserves or develop new reserves, including its ability to convert its resources into reserves and its mineral potential into resources or reserves, changes in its business strategy and political and economic uncertainty.
LEI: 549300JXWH1UV5J0XV81