31 May 2016 14:25
Nordgold Reports Results of Annual General Meeting
Amsterdam, Netherlands, 31 May 2016 - The Annual General Meeting (the "Meeting") of Nord Gold N.V. ("Nordgold" or the "Company", LSE: NORD), the internationally diversified low-cost gold producer, was held on Tuesday, 31 May 2016 at 10.00 am CET at Apollolaan 15, 1077 AB Amsterdam, the Netherlands. At the Meeting, the resolutions set out in the notice of the Meeting were proposed and passed on a poll.
The proxy voting figures are shown below. A total of 328,196,284 ordinary shares (representing approximately 88.61% of the entire issued share capital of the Company in issue at the date of the Meeting) were voted.
Agenda Item | Resolution | |
3 | Adoption of the financial statements for the financial year 2015 | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
4a | Discharge of the executive directors in respect of their management activities over the past financial year | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 28,196,284 | |
Votes withheld | 0 | |
Poll | for | |
4b | Discharge of the non-executive directors for their supervision of the management activities over the past financial year | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for |
5 | Appropriation of the profit and confirmation of the distributions | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6a | Re-appointment executive director Nikolay Zelenskiy as Chief Executive Officer | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6b | Re-appointment executive director Evgeny Tulubenskiy | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6c | Re-appointment non-executive director David Morgan as Chairman | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6d | Re-appointment non-executive director Peter Lester | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for |
6e | Re-appointment non-executive director John Munro | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6f | Re-appointment non-executive director Alexey Mordashov | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6g | Re-appointment non-executive director Roman Yelkin | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
6h | Re-appointment non-executive director Peter Bacchus | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
7 | Conversion of the Company into a European Company (Societas Europaea - SE) and amendments to the Company's Articles of Association | |
Votes for/discretionary | 319,059,925 | |
Votes against | 0 | |
Total valid votes cast | 319,059,925 | |
Total invalid votes cast | 9,136,359 | |
Votes withheld | 0 | |
Poll | for | |
8 | Migration of the Company to the United Kingdom and amendment of the Company's Articles of Association | |
Votes for/discretionary | 319,059,925 | |
Votes against | 0 | |
Total valid votes cast | 319,059,925 | |
Total invalid votes cast | 9,136,359 | |
Votes withheld | 0 | |
Poll | for | |
9a | Re-appointment of external auditor | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
9b | Delegation to the Board of the authority to acquire (GDRs representing) shares in the capital of the Company | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
9c | Designation of the Board as authorised body to issue shares and to grant rights to acquire shares in the capital of the Company | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for |
9d | Designation of the Board as authorised body to limit or exclude pre-emptive rights to the issuance of shares in the capital of the Company | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
10a | Re-appointment of external auditor | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
10b | Remuneration of external auditor | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
10c | Authority to purchase own shares | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
10d | Authority to allot shares | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for |
10e | Authority to dis-apply pre-emption rights | |
Votes for/discretionary | 327,842,026 | |
Votes against | 354,258 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for | |
10f | Notice period for general meetings | |
Votes for/discretionary | 328,168,284 | |
Votes against | 28,000 | |
Total votes cast | 328,196,284 | |
Votes withheld | 0 | |
Poll | for |
On the Record Date the total number of ordinary shares of €2.50 each in issue and the total number of voting rights was 370,396,229.
The proxy voting figures will shortly also be available on the Company's website at www.nordgold.com
In accordance with Listing Rule 14.3.6(2), a copy of resolutions 7, 8, 9(b), 9(c), (9d), 10(c), 10(e) and 10(f) passed at the Meeting will shortly be submitted to the National Storage Mechanism and will then be available for inspection at: www.hemscott.com/nsm.do. Only these resolutions, as special business, will be submitted to the National Storage Mechanism.
About Nordgold
Nordgold (LSE: NORD) is an internationally diversified low-cost gold producer established in 2007 and publicly traded on the London Stock Exchange. Nordgold has a proven track record of operational excellence and benefits from a significant international development pipeline. The Company is relentlessly focused on shareholder value, committed to running safe, efficient, profitable operations, which enable it to generate strong cash flows and in turn, continue to invest in its pipeline of new growth opportunities while generating returns for investors. In 2015, Nordgold produced 950 thousand ounces of gold with all-in sustaining costs of US$793 per ounce, maintaining its position at the lower end of the global cost curve.
Nordgold operates 9 mines (5 in Russia, 2 in Burkina Faso and one each in Guinea and Kazakhstan). It has 2 active development projects (Bouly in Burkina Faso and Gross in Russia), 4 advanced exploration projects and a diverse portfolio of early-stage exploration projects and licences in Burkina Faso, Russia, French Guiana and Canada. Nordgold employs over 8,000 people.
For further information on Nordgold please visit the Company's website: www.nordgold.com
Enquiries
Nordgold | |
Valentina BogomolovaHead of IR | Tel: +7 (495) 644 4473valentina.bogomolova@nordgold.com |
Olga UlyevaHead of Media Relations | Tel: +7 (495) 644 4473olga.ulyeva@nordgold.com |
Powerscourt | |
Ian MiddletonGiles ReadTessa Berry | Tel: +44 (0) 20 7250 1446 |
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release, including any information as to Nordgold's estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance and production may constitute "forward-looking information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words, or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance.
All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking information involves significant risks, assumptions, uncertainties and other factors that may cause actual future realities or anticipated events to differ materially from those expressed or implied in any forward-looking information and, accordingly, should not be read as guarantees of future performance or realities. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting Nordgold's operations will continue substantially in their current state, including, without limitation, with respect to industry conditions, general levels of economic activity, market prices for gold, competition for and scarcity of gold mine assets, achievement of anticipated mineral reserve and mineral resource tonnages or grades, ability to develop additional mineral reserves, acquisition of funding for capital expenditures, adequacy and availability of production, processing and product delivery infrastructure, electricity costs, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, and that there will be no unplanned material changes to Nordgold's facilities, equipment, customer and employee relations and credit arrangements. Nordgold cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Nordgold and there is no assurance that they will prove correct. The risks and other factors that may cause actual future realities or anticipated events to differ materially from those expressed or implied in any forward-looking information include, but are not limited to Nordgold's ability to execute its development and exploration programs; the financial and operational performance of Nordgold; civil disturbance, armed conflict or security issues at the mineral projects of Nordgold; political factors; the capital requirements associated with operations; dependence on key personnel; compliance with environmental regulations; estimated production; and competition.
Actual performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this press release and, accordingly, investors should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made, and Nordgold does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or realities after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable securities laws. All forward-looking information contained in this press release is qualified by such cautionary statements. New risk factors emerge from time to time, and it is not possible for management to predict all of such risk factors and to assess in advance the impact of each such factor on Nordgold's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking information