Centamin PLC Results of the 2019 Annual General Meeting (4707V)

TIDMCEY

RNS Number : 4707V

Centamin PLC

08 April 2019

 
 For immediate release     8 April 2019 
 
 

Centamin plc ("Centamin" or "the Company")

(LSE:CEY, TSX:CEE)

Results of the 2019 Annual General Meeting

Centamin wishes to advise the results of the Annual General Meeting ("AGM") held at the Royal Yacht, Weighbridge, St Helier, Jersey, on Monday, 8 April 2019 at 10.00 (UK time). The results of each of the resolutions are set out below.

The Company's issued share capital eligible to be voted at the AGM on 8 April 2019 was 1,154,722,984 ordinary shares and approximately 69% of the Company's issued share capital were voted at the AGM.

 
                                                                VOTES        %        VOTES        %         VOTES 
                                                                 FOR                 AGAINST              WITHHELD (1) 
 Ordinary Resolution 1 
  Annual accounts, strategic and governance report and 
  auditor's report                                           795,649,978   99.71     2,286,457    0.29       7,023,734 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 2 
  Declaration of a final dividend                            797,237,853   99.73     2,133,599    0.27       2,511,314 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 3.1 
  Approval of the Directors' Remuneration Report             529,996,129   66.31   269,318,181   33.69       2,568,087 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 3.2 
  Approval of the Directors' Remuneration Policy             788,094,546   98.60    11,189,768    1.40       2,598,083 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 3.3 
  Approval of amendment to the rules of the Performance 
  Share Plan                                                 790,711,624   98.94     8,484,123    1.06       2,686,650 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 4 
  Approval of increase in fees payable to Non-Executive 
  Directors                                                  787,807,289   98.56    11,478,235    1.44       2,594,731 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.1 
  Re-election of Mr Josef El-Raghy                           769,045,932   96.21    30,284,019    3.79       2,552,446 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.2 
  Re-election of Mr Andrew Pardey                            795,118,440   99.47     4,208,512    0.53       2,555,446 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.3 
  Re-election of Mr Ross Jerrard                             791,372,572   99.02     7,852,680    0.98       2,657,146 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.4 
  Re-election of Mr Gordon Edward Haslam                     743,201,594   92.99    56,023,302    7.01       2,657,146 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.5 
  Re-election of Mrs Alison Baker                            796,282,502   99.63     2,930,483    0.37       2,669,413 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.6 
  Election of Dr Ibrahim Fawzy                               795,185,006   99.48     4,131,446    0.52       2,565,946 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.7 
  Re-election of Mr Mark Arnesen                             787,188,325   98.50    12,012,659    1.50       2,681,413 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 5.8 
  Re-election of Mr Mark Bankes                              793,393,194   99.27     5,806,258    0.73       2,682,946 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 6.1 
  Appointment of PricewaterhouseCoopers LLP (Auditor)        801,015,011   99.98       170,856    0.02       3,774,303 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 6.2 
  Authorise the directors to agree the auditor's 
  remuneration                                               802,080,130   99.96       310,500    0.04       2,569,540 
                                                            ------------  ------  ------------  ------  -------------- 
 Ordinary Resolution 7 
  Authority to allot relevant securities                     771,923,381   96.21    30,417,493    3.79       2,619,293 
                                                            ------------  ------  ------------  ------  -------------- 
 Special Resolution 8.1 
  Disapplication of pre-emption rights                       785,256,335   98.26    13,911,502    1.74       2,714,561 
                                                            ------------  ------  ------------  ------  -------------- 
 Special Resolution 8.2 
  Further disapplication of pre-emption rights               779,325,374   97.51    19,935,997    2.49       2,621,026 
                                                            ------------  ------  ------------  ------  -------------- 
 Special Resolution 9 
  Market purchase of ordinary shares                         793,836,371   99.33     5,348,499    0.67       2,697,527 
                                                            ------------  ------  ------------  ------  -------------- 
 

(1) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' the resolution.

A copy of the results of the AGM, along with a copy of resolutions passed other than those concerning ordinary business at the AGM, have been submitted to the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. The scrutineers of the poll were Computershare Investor Services (Jersey) Limited. The full text of each of the resolutions is set out in the Notice of AGM, a copy of which is available on the Centamin website at www.centamin.com.

Disclosure under the 2018 UK Corporate Governance Code

The Board are pleased that all resolutions at the meeting were passed but notes that a significant minority of shareholders (more than 20%) voted against Resolution 3.1, the approval of last year's Directors' Remuneration Report. The Remuneration Committee understands that whilst a clear majority of shareholders were supportive of the report, some investors were concerned with an element of the 2018 annual bonus plan. The Remuneration Committee believes that this issue has been addressed as part of the Remuneration Policy review process (and so will not feature in the annual bonus plan going forward, resulting in no further action being required), with the Board welcoming the support from shareholders for Resolution 3.2 (98.60%) (the approval of the new Directors' Remuneration Policy) and for Resolution 3.3 (98.94%) (the amendments to the Performance Share Plan).

Josef El-Raghy, Chairman commented:

"Since the 2018 AGM, the Board has engaged extensively with major shareholders and proxy advisers and we would like to thank them for their valued feedback and look forward to continuing with this constructive engagement.

Generating tangible value and returns for our stakeholders remains paramount to our decision making as we mark our 10(th) year of commercial production from the Sukari Gold Mine. We remain committed to delivering operational improvements, whilst advancing future growth prospects across our highly prospective 4,400km(2) Group landholding, host to our 15.7Moz Group gold resource base."

For more information, please contact:

 
 
   Centamin plc                               Buchanan 
   Andrew Pardey, Chief Executive Officer     Bobby Morse 
   Alexandra Carse, Investor Relations        Chris Judd 
   [phone]                       + 44 (0) 20 7466 5000 
   [e-mail]                [e-mail] 
 

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April 08, 2019 08:36 ET (12:36 GMT)