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
+44 (0) 7700 713 738 + 44 (0) 20 7466 5000
alexandra.carse@centamin.je centamin@buchanan.uk.com
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END
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