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KAZ MINERALS PLC 6TH FLOOR CARDINAL PLACE 100 VICTORIA STREET LONDON SW1E 5JL Tel: +44 (0) 20 7901 7800
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30 April 2020
RESULT OF 2020 ANNUAL GENERAL MEETING
KAZ Minerals PLC (the 'Company') announces that at its Annual General Meeting held today, all the resolutions put to shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are shown below. The poll results represent approximately 69.70% of the total number of 472,438,527 Ordinary Shares in issue which carry voting rights of one vote per share.
The votes cast on resolutions 7, 8, 9, 11 and 12, relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by both Independent Shareholders as well as by a majority of votes cast by all Shareholders. The result of the votes cast by the Independent Shareholders (marked with **) and the votes cast by all Shareholders are set out below.
The Company currently holds 8,285,450 Ordinary Shares in treasury which do not carry voting rights.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting which is available on the Company's website at www.kazminerals.com.
Andrew Southam, Chief Executive Officer, chaired the meeting and in line with the announcement released by the Company on 3 April 2020 and in accordance with the "Stay at Home" rules implemented by the UK Government, he and another senior employee of the Company, each of whom being a shareholder or a proxy appointed by a shareholder of the Company, formed the quorum for the Annual General Meeting and were the only two persons present throughout.
The Conrad London St. James Hotel, the venue specified in the notice of meeting, has temporarily suspended operations due to the coronavirus pandemic so Mr Southam opened the meeting from the location of the hotel and immediately adjourned proceedings to the Company's registered office, where the adjourned meeting was held shortly thereafter. Each of the resolutions set out in the notice of meeting was put to a vote on a poll and the meeting was then closed.
Resolution |
For / Discretion |
% |
Against |
% |
Total |
Vote Withheld* |
1. To receive the 2019 Directors' and auditors' reports and the accounts of the Company |
327,935,725 |
99.68 |
1,064,663 |
0.32 |
329,000,388 |
273,384 |
2. To approve the Directors' Policy on Remuneration |
321,424,079 |
97.62 |
7,827,680 |
2.38 |
329,251,759 |
22,014 |
3. To approve the 2019 Directors' Report on Remuneration |
277,168,915 |
84.18 |
52,082,384 |
15.82 |
329,251,299 |
22,474 |
4. To declare a final dividend for 2019 of 8.0 US cents per ordinary share |
329,269,537 |
100.00 |
2,625 |
0.00 |
329,272,162 |
1,461 |
5. To re-elect Oleg Novachuk as a Director |
324,152,209 |
98.45 |
5,114,348 |
1.55 |
329,266,557 |
7,215 |
6. To re-elect Andrew Southam as a Director |
329,201,913 |
99.98 |
64,645 |
0.02 |
329,266,558 |
7,215 |
7. To re-elect Michael Lynch-Bell as a Director |
129,207,551** |
74.12** |
45,107,966** |
25.88** |
174,315,517** |
1,817,034** |
282,348,773 |
86.22 |
45,107,966 |
13.78 |
327,456,739 |
1,817,034 |
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8. To re-elect Lynda Armstrong as a Director |
169,470,206** |
96.22** |
6,658,232** |
3.78** |
176,128,438** |
4,112** |
322,611,428 |
97.98 |
6,658,232 |
2.02 |
329,269,660 |
4,112 |
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9. To re-elect Alison Baker |
163,294,882** |
92.71** |
12,833,557** |
7.29** |
176,128,439** |
4,112** |
316,436,104 |
96.10 |
12,833,557 |
3.90 |
329,269,661 |
4,112 |
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10. To re-elect Vladimir Kim as a Director |
304,716,575 |
92.78 |
23,710,474 |
7.22 |
328,427,049 |
846,723 |
11. To re-elect John MacKenzie as a Director |
176,066,522** |
99.97** |
60,814** |
0.03** |
176,127,336** |
5,215** |
329,207,744 |
99.98 |
60,814 |
0.02 |
329,268,558 |
5,215 |
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12. To re-elect Charles Watson as a Director |
174,987,753** |
99.35** |
1,138,583** |
0.65** |
176,126,336** |
6,215** |
328,128,975 |
99.65 |
1,138,583 |
0.35 |
329,267,558 |
6,215 |
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13. To re-appoint KPMG LLP as auditors |
328,153,039 |
99.98 |
76,201 |
0.02 |
328,229,240 |
1,044,533 |
14. To authorise the Audit Committee to set the remuneration of the auditors |
329,228,104 |
99.99 |
24,972 |
0.01 |
329,253,076 |
20,697 |
15. To renew the Directors' authority to allot shares |
314,703,838 |
95.58 |
14,563,172 |
4.42 |
329,267,010 |
6,763 |
16. To renew the Directors' authority to disapply pre-emption rights |
329,187,204 |
99.98 |
77,259 |
0.02 |
329,264,463 |
9,310 |
17. To authorise the Directors to disapply pre-emption rights in connection with an acquisition or specified capital investment |
328,144,951 |
99.66 |
1,121,806 |
0.34 |
329,266,757 |
7,015 |
18. To authorise the Directors to make market purchases of the Company's shares |
328,160,689 |
99.67 |
1,097,299 |
0.33 |
329,257,988 |
15,784 |
19. To authorise the calling of general meetings on 14 clear days' notice |
314,727,915 |
95.58 |
14,543,397 |
4.42 |
329,271,312 |
2,461 |
*'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
** Result of the votes cast by the Independent Shareholders.
In accordance with LR 9.6.2 of the UK Listing Authority, KAZ Minerals PLC has submitted copies of the special resolutions passed at its Annual General Meeting to the National Storage Mechanism which will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
Capitalised terms used in this announcement but not otherwise defined herein shall have the same meanings given in the Notice of Annual General Meeting.
For further information please contact:
Susanna Freeman
Company Secretary
Tel: + 44 (0)20 7901 7826
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