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Last checked at 
2 Feb 2017 07:00
Tharisa plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number HE223412)
JSE share code: THA
LSE share code: THS
ISIN: CY0103562118
('Tharisa')
Results of Annual General Meeting and changes to the board of directors
Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders held on Wednesday, 1 February 2017 (in terms of the notice dispatched on Thursday, 22 December 2016), were passed by the requisite majority. A poll was conducted on each resolution.
Details of the results of voting at the Annual General Meeting are as follows:
Total number of shares in issue on 1 February 2017: 256 981 571
Total number of shares entitled to vote at the Annual General Meeting: 256 981 571
Resolution | For | Against | Total shares voted in person or by proxy | Abstained |
Shares | Shares | Shares | Shares | |
% of shares voted | % of shares voted | % of issued share capital | % of issued share capital | |
Ordinary resolution 1: | 198 832 585 | - | 198 832 585 | 61 807 |
Adoption of Annual Financial Statements | 100% | 0% | 77.372% | 0.024% |
Ordinary resolution 2: | 198 576 822 | - | 198 576 822 | 317 570 |
Re-appointment of KPMG as external auditors | 100% | 0% | 77.273% | 0.124% |
Ordinary resolution 3.1: | 198 830 685 | 1 900 | 198 832 585 | 61 807 |
Re-election of Dr Omar Kamal as a non-executive director | 99.999% | 0.001% | 77.372% | 0.024% |
Ordinary resolution 3.2: | 198 832 585 | - | 198 832 585 | 61 807 |
Re-election of Dr Carol Bell as a non-executive director | 100% | 0% | 77.372% | 0.024% |
Ordinary resolution 4: | 155 819 567 | 42 757 255 | 198 576 822 | 317 570 |
Placement of authorised but unissued shares under the directors' control | 78.468% | 21.532% | 77.273% | 0.124% |
Ordinary resolution 5: | 155 760 572 | 42 759 155 | 198 519 727 | 374 665 |
Dis-application of pre-emptive rights | 78.461% | 21.539% | 77.251% | 0.146% |
Ordinary resolution 6: | 151 094 421 | 47 482 401 | 198 576 822 | 317 570 |
General authority to issue shares for cash | 76.089% | 23.911% | 77.273% | 0.124% |
Ordinary resolution 7: | 191 787 793 | 6 786 399 | 198 574 192 | 320 200 |
Approval of the Group remuneration policy | 96.582% | 3.418% | 77.272% | 0.125% |
Special resolution 1: | 198 748 061 | 84 524 | 198 832 585 | 61 807 |
General authority to repurchase shares | 99.957% | 0.043% | 77.372% | 0.024% |
Special resolution 2: | 198 773 590 | 1 900 | 198 775 490 | 118 902 |
Capital reduction | 99.999% | 0.001% | 77.350% | 0.046% |
Ordinary resolution 8: | 198 832 585 | - | 198 832 585 | 61 807 |
Directors' authority to implement resolutions | 100% | 0% | 77.372% | 0.024% |
Retirement and appointment of non-executive directors
In compliance with Section 3.59 of the Listings Requirements of the JSE Limited, the Tharisa Board of Directors (the Board) hereby notifies its shareholders of the following changes to the Board:
As per the Notice of Annual General Meeting, Mr Brian Chi Ming Cheng, a non-executive director, retired by rotation at the Annual General Meeting and did not make himself available for re-election. Brian is consequently no longer a director of Tharisa, effective 1 February 2017. The Board thanks Brian for the invaluable contribution he has made to the Group over the period he has served on the Board.
The Board is pleased to announce that Brian Cheng's alternate director, Joanna Ka Ki Cheng, has been appointed to the Board as a non-executive director with effect from 1 February 2017.
Joanna, a Canadian national, is a Chartered Accountant and a member of the Institute of Chartered Accountants of Ontario, Canada. She has more than 20 years' experience in business development, investment and management and is the Director - Environment of NWS Infrastructure Management Limited, a wholly owned subsidiary of NWS Holdings Limited. Before joining NWS Infrastructure Management Limited, Joanna worked at audit firms in Canada and Hong Kong.
The Board welcomes Joanna and looks forward to her continued contribution.
Paphos, Cyprus
1 February 2017
JSE Sponsor
Investec Bank Limited
Investor Relations contact:
Tharisa plc
Sherilee Lakmidas
+27 11 996 3538
+27 79 276 2529
slakmidas@tharisa.com
Broker contacts:
Peel Hunt LLP (Joint Broker)
Matthew Armitt / Ross Allister
+44 207 7418 8900
BMO Capital Markets Limited (Joint Broker)
Jeffrey Couch/Neil Haycock/Thomas Rider
+44 020 7236 1010
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