Last checked at 7 Jun 2018 14:49
RHI Magnesita N.V.
("RHI Magnesita" or the "Company")
Result of Annual General Meeting 2018 ("AGM")
Following the annual general meeting held today at Hilton Amsterdam Airport Schiphol, RHI Magnesita N.V. announces that each of the resolutions set out in the Notice of Meeting to Shareholders dated 26 April 2018 were passed by the requisite majority. A poll was held on each of the resolutions proposed. The results of the poll incorporating proxy votes lodged in advanced of the meeting are set out below:
Resolutions | Votes For | % of Votes Cast | Votes Against | % of Votes Cast
| Total Votes Validly Cast
| Total Votes Cast as a % of the Relevant Shares in Issue | Number of Votes Withheld |
Resolution 4 To adopt the annual accounts for the year ended 31 December 2017. | 27,273,696 | 100.00 | 0 | 0.00 | 27,273,696 | 60.85% | 0 |
Resolution 5 Approval of a final dividend of €0.75 per share. | 27,273,696 | 100.00 | 0 | 0.00 | 27,273,696 |
60.85% | 0 |
Resolution 6 To release the directors from liability. | 27,273,696 | 100.00 | 0 | 0.00 | 27,273,696 | 60.85% | 0 |
Resolution 7 To determine the number of executive directors and non-executive directors. | 27,194,851 | 99.71 | 78,845 | 0.29 | 27,273,696 | 60.85% | 0 |
Resolution 8. a. To re-elect S. Borgas | 27,208,285 | 99.76 | 65,411 | 0.24 | 27,273,696 | 60.85% | 0 |
Resolution 8. b. To re-elect O. Cortes Pereira Lopes | 27,186,774 | 99.68 | 86,922 | 0.32 | 27,273,696 | 60.85% | 0 |
Resolution 9. a. To re-elect H. Cordt | 26,805,669 | 98.28 | 468,026 | 1.72 | 27,273,696 | 60.85% | 1 |
Resolution 9. b. To re-elect W. Ruttenstorfer | 27,232,076 | 99.85 | 41,619 | 0.15 | 27,273,696 | 60.85% | 1 |
Resolution 9. c. To re-elect S.O.L.B Prinz zu Sayn-Wittgenstein- Berleburg | 27,051,608 | 99.19 | 222,087 | 0.81 | 27,273,696 | 60.85% | 1 |
Resolution 9. d. To re-elect D.A. Schlaff | 26,817,070 | 98.33 | 456,625 | 1.67 | 27,273,696 | 60.85% | 1 |
Resolution 9. e. To re-elect K. Sevelda | 27,252,297 | 99.92 | 21,399 | 0.08 | 27,273,696 | 60.85% | 0 |
Resolution 9. f. To re-elect C.F. Baxter | 27,240,297 | 99.88 | 33,399 | 0.12 | 27,273,696 | 60.85% | 0 |
Resolution 9. g. To re-elect J.W. Leng | 27,205,933 | 99.75 | 67,763 | 0.25 | 27,273,696 | 60.85% | 0 |
Resolution 9. h. To re-elect F. Lamas Lambranho | 27,051,608 | 99.19 | 222,087 | 0.81 | 27,273,696 | 60.85% | 1 |
Resolution 9. i. To re-elect J. Ramsay | 27,187,702 | 99.68 | 85,993 | 0.32 | 27,273,696 | 60.85% | 1 |
Resolution 9. j. To re-elect A.J. Hosty | 27,216,559 | 99.79 | 57,137 | 0.21 | 27,273,696 | 60.85% | 0 |
Resolution 10 To reappoint PWC as auditors. | 27,157,040 | 99.57 | 116,655 | 0.43 | 27,273,696 | 60.85% | 1 |
Resolution 12 To adopt a new directors' remuneration policy. | 27,139,139 | 99.51 | 134,556 | 0.49 | 27,273,696 | 60.85% | 1 |
Resolution 13 To approve the remuneration report. | 27,204,121 | 99.99 | 2,404 | 0.01 | 27,273,696 | 60.85% | 67,171 |
Resolution 14 To approve the Rules of the RHI Magnesita Long Term Incentive Plan | 27,173,549 | 99.63 | 100,146 | 0.37 | 27,273,696 | 60.85% | 1 |
Resolution 15 Authority to issue ordinary shares or grant rights to acquire ordinary shares. | 27,179,698 | 99.66 | 93,998 | 0.34 | 27,273,696 | 60.85% | 0 |
Resolution 16 Limited disapplication of pre-emption rights. | 27,273,696 | 100.00 | 0 | 0.00 | 27,273,696 | 60.85% | 0 |
Resolution 17 Limited disapplication of pre-emption rights (financing an acquisition or other capital investment). | 27,217,592 | 99.79 | 56,103 | 0.21 | 27,273,696 | 60.85% | 1 |
Resolution 18 Authority to acquire shares in the Company or depositary receipts of such shares. | 27,243,150 | 100.00 | 0 | 0.00 | 27,273,696 | 60.85% | 30,546 |
Notes:
1. The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 44,819,039.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
3. In accordance with LR 9.6.2, copies of the resolutions passed have been submitted to the National Storage Mechanism website and will be available for inspection at www.morningstar.co.uk/uk/NSM.
4. These poll results will be available shortly on the Company's website at www.rhimagnesita.com.
About RHI Magnesita
RHI Magnesita is the result of the combination of RHI and Magnesita to form the global leading supplier of high-grade refractory products, systems and services which are indispensable for industrial high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals, and glass, among others. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves more than 10,000 customers in nearly all countries around the world.
The Company has unmatched geographic diversification with more than 14,000 employees in 35 main production sites and more than 70 sales offices. RHI Magnesita intends to use its global leadership position in terms of revenue, greater scale, complementary product portfolio and diversified geographic presence around the world to target opportunistically those countries and regions benefitting from more dynamic economic growth prospects.
For more information please visit: www.rhimagnesita.com.
Enquiries:
RHI Magnesita N.V.
Eduardo Gotilla, Head of Corporate Finance and Investor Relations
E-mail: eduardo.gotilla@rhimagnesita.com
Stefan Rathausky, Head of Corporate Communications
E-mail: stefan.rathausky@rhimagnesita.com