Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Centamin Plc AGM Information 2018

Mar 26, 2018

6270_dva_2018-03-26_43839231-d200-41bf-b8da-40bf2050c161.pdf

AGM Information

Open in viewer

Opens in your device viewer

{# SEO P0-1: filing HTML is rendered server-side so Googlebot sees the full text without executing JS or following an iframe to a Disallow'd CDN path. The content has already been sanitized through filings.seo.sanitize_filing_html. #}

For immediate release 26 March 2018

Centamin plc ("Centamin" or "the Company") (LSE:CEY, TSX:CEE)

Results of the 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, 26 March 2018 at 10.00am (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 26 March 2018 was 1,152,107,984 ordinary shares. 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 directors' 780,578,359 99.35 5,135,115 0.65 5,206,292
report and auditor's report
Ordinary Resolution 2 99.99 7,718 0.001 742,030
Declaration of a final dividend 786,713,783
Ordinary Resolution 3.1 531,913,702 68.09 249,326,064 31.91 6,223,763
Approval of the remuneration report
Ordinary Resolution 3.2 372,494,622 52.01
Approval of the remuneration policy 47.99 403,620,079 11,347,428
Ordinary Resolution 4
Approval of increase in fees payable to non 782,828,143 99.89 883,457 0.11 1,323,813
executive directors
Ordinary Resolution 5.1 779,323,007 99.11 6,983,511 0.89 1,157,011
Re-election of Mr Josef El-Raghy
Ordinary Resolution 5.2 784,212,811 99.69 2,423,104 0.31 827,615
Re-election of Mr Andrew Pardey
Ordinary Resolution 5.3 779,496,576 99.09 7,139,339 0.91 827,615
Election of Mr Ross Jerrard
Ordinary Resolution 5.4 595,669,680 76.23 185,691,837 23.77 6,102,012
Re-election of Mr Gordon Edward Haslam
Ordinary Resolution 5.5 2,568,906 0.33 847,615
Election of Mrs Alison Baker 784,047,009 99.67
Ordinary Resolution 5.6 78.24 171,134,016 21.76 997,027
Re-election of Mr Mark Arnesen 615,332,486
Ordinary Resolution 5.7 617,129,920 78.45 169,497,084 21.55 836,527
Re-election of Mr Mark Bankes
Ordinary Resolution 6.1
Appointment of PricewaterhouseCoopers 789,656,456 99.95 412,599 0.05 829,142
LLP (Auditor)
Ordinary Resolution 6.2
Authorise the directors to agree the
auditor's remuneration
789,966,630 99.98 160,240 0.02 792,594
Ordinary Resolution 7 770,781,404 97.56 19,314,800 2.44 823,559
Authority to allot relevant securities
Special Resolution 8.1 778,748,464 98.56 11,366,379 1.44 804,921
Disapplication of pre-emption rights
Special Resolution 8.2 771,645,496 97.66 18,475,591 2.34 798,675
Further disapplication of pre-emption rights
Special Resolution 9
Market purchase of ordinary shares 785,949,741 99.91 744,065 0.09 769,723

(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 E.2.2 of the Corporate Governance Code (the Code)

Resolution 3.2, for the approval of the Remuneration Policy, received 52% of advisory votes against and therefore the resolution has not been passed.

It is also noted that there was a significant minority vote (more than 20%) against the Remuneration Report (Resolution 3.1) and the reappointment of Remuneration Committee members, Edward Haslam (Resolution 5.4), Mark Arnesen (Resolution 5.6) and Mark Bankes (Resolution 5.7).

The Board of Directors, with the support of the Remuneration Committee, will undertake a full review of the Remuneration Policy in 2018.

Andrew Pardey, CEO commented:

"The Company regularly engages with our major shareholders and proxy advisors for their input on, but not limited to, matters of remuneration. We are disappointed with the results of today's advisory vote against the Remuneration Policy. We will continue to proactively consult with our shareholders and proxy advisors to ensure their feedback is better understood and implemented where appropriate."

For more information, please contact:

Centamin plc Andrew Pardey, CEO Alexandra Carse, Investor Relations +44 (0) 7700 713 738 [email protected]

Buchanan Bobby Morse Chris Judd + 44 (0) 20 7466 5000 [email protected]