Result of AGM

RNS Number : 7511P

Fresnillo PLC

30 May 2018

 

                                                                                                         Fresnillo Plc

21 Upper Brook Street

London W1K 7PY

United Kingdom

www.fresnilloplc.com

30 May 2018

Fresnillo plc - Result of AGM

The Board is pleased to announce that all of the resolutions put to shareholders at today's Annual General Meeting were passed by means of a poll, including the ordinary resolutions  (resolutions 1 to 19) and special resolutions (resolutions 20 to 23) as set out in  the Company's notice of AGM dated 20 April 2018. The votes cast for resolutions 10 to 15 relating to the re-election and election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below (independent shareholder votes cast being marked **)   

The final voting figures are shown below.

Resolution	Total Votes Cast	For (*)		Against (*)		Withheld
		Number	%	Number	%
1: Presentation of the accounts	695,569,349	695,569,320	100.00%	29	0.00%	110,167
2: To approve the final dividend	695,671,218	695,671,218	100.00%	0	0.00%	8,298
3: To approve the Annual Report on Remuneration	695,667,313	694,221,762	99.79%	1,445,551	0.21%	12,203
4: To re-elect Mr Alberto Baillères	661,788,227	622,532,865	94.07%	39,255,362	5.93%	33,891,289
5: To re-elect Mr Alejandro Baillères	695,669,862	688,931,087	99.03%	6,738,775	0.97%	9,653
6: To re-elect Mr Juan Bordes	694,979,862	687,417,104	98.91%	7,562,758	1.09%	699,653
7: To re-elect Mr Arturo Fernández	694,980,962	680,767,679	97.95%	14,213,283	2.05%	698,553
8: To re-elect Mr Jaime Lomelín	695,669,862	691,989,605	99.47%	3,680,257	0.53%	9,653
9: To re-elect Mr Fernando Ruiz	694,722,066	622,000,252	89.53%	72,721,814	10.47%	957,450
10: To re-elect Mr Charles Jacobs	695,663,207	691,660,285	99.42%	4,002,922	0.58%	16,308
	143,071,747**	139,068,825	97.20%	4,002,922	2.80%	16,308
11: To re-elect Ms Bárbara Garza Lagüera	695,670,998	692,831,901	99.59%	2,839,097	0.41%	8,517
	143,079,538**	140,240,441	98.02%	2,839,097	1.98%	8,517
12. To re-elect Mr Jaime Serra	694,974,453	642,630,892	92.47%	52,343,561	7.53%	705,061
	142,382,993**	90,039,432	63.24%	52,343,561	36.76%	705,061
13. To re-elect Mr Alberto Tiburcio	695,670,212	692,352,382	99.52%	3,317,830	0.48%	9,303
	143,078,752**	139,760,922	97.68%	3,317,830	2.32%	9,303
14. To re-elect Dame Judith Macgregor	695,670,999	695,489,097	99.97%	181,902	0.03%	8,517
	143,079,539**	142,897,637	99.87%	181,902	0.13%	8,517
15. To elect Ms Georgina Kessel	695,670,999	695,670,282	100.00%	717	0.00%	8,517
	143,079,539**	143,078,822	100.00%	717	0.00%	8,517
16. To amend Directors Remuneration Policy	695,669,908	691,839,867	99.45%	3,830,041	0.55%	9,607
17:To appoint the auditors	695,664,736	693,051,831	99.62%	2,612,905	0.38%	14,779
18: To allow the audit committee to determine the auditors remuneration	695,670,918	695,544,602	99.98%	126,316	0.02%	8,598
19: To give authority to Directors allot shares	695,670,977	695,133,303	99.92%	537,674	0.08%	8,539
20: To disapply pre-emption rights	695,669,578	691,170,720	99.35%	4,498,858	0.65%	9,938
21: To disapply pre-emption rights in in connection with an acquisition or other capital investment	695,669,877	691,599,240	99.41%	4,070,637	0.59%	9,638
22: To authorise purchase of own shares	695,545,816	692,549,032	99.57%	2,996,784	0.43%	133,699
23: Notice of general meetings	695,664,009	690,042,628	99.19%	5,621,381	0.81%	15,507

(*) = Includes discretionary votes

(**) =Votes cast by the independent shareholders

As at the date of the AGM, the number of issued shares and total voting rights of the Company was 736,893,589 shares in issue. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.

In accordance with Listing Rule 9.6.2, Fresnillo plc has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at www.Hemscott.com/nsm.do

The Board is pleased with the support from shareholders for the majority of the resolutions but notes the significant minority vote (representing 36.76% of independent votes), against resolution 12: the re-appointment of Mr Jaime Serra. The Board is of the opinion that the votes against Mr Serra are likely due to his attendance record at Board and Committee meetings and his other listed company board mandates. Mr Serra holds six listed company directorships, one more than is allowed by investor policies and missed one Board and two Committee meetings in 2017. Mr Serra was a key player in the original launch of the North American Free Trade Agreement (NAFTA) when he was still in government and his knowledge and expertise is in demand now that NAFTA is under threat and Mexico is holding its presidential elections this year. Whilst it is of huge credit to Fresnillo to have someone of Mr Serra's calibre on the board, it is also extremely valuable to have his current insight into the political world through the work he is now doing (on a voluntary basis much of the time) in the political sphere. The Board noted that he is unable to attend some board meetings but it believes that this is a price worth paying, for a season at least, in order to continue to benefit from the unique advice and guidance that he is able to bring as a result of that activity. The Chairman speaks frequently with Mr Serra outside of Board and Committee meetings and therefore his contribution should not just be measured by his attendance record.

The Nominations Committee believes that the Board would be significantly less well-equipped to address the political and macro-economic challenges that it may have to meet in the coming months and years without Mr Serra's knowledge and counsel and therefore it had no hesitation in recommending him to the Board for re-election at the AGM. The Board will continue to proactively consult with shareholders on this as well as other matters however, on this occasion the Board considers Mr Serra's re-appointment as a positive step for the long-term interests of the Company.

For further information, please visit our website www.fresnilloplc.com or contact:

Fresnillo plc            London Office                                   Gabriela Mayor, Head of Investor Relations Patrick Chambers	Tel: [phone]
Mexico City Office Ana Belem Zárate	Tel: [phone]
Powerscourt Peter Ogden	Tel: [phone]

About Fresnillo plc

Fresnillo plc is the world's largest primary silver producer and Mexico's largest gold producer, listed on the London and Mexican Stock Exchanges under the symbol FRES.

Fresnillo plc has seven operating mines, all of them in Mexico - Fresnillo, Saucito, Ciénega (including the San Ramón satellite mine), Herradura, Soledad-Dipolos¹, Noche Buena and San Julián (phase I and II), two development projects - the Pyrites plant, and second line of DLP at Herradura, and four advanced exploration projects - Orisyvo, Juanicipio, Las Casas Rosario & Cluster Cebollitas and Centauro Deep, as well as a number of other long term exploration prospects. In total, Fresnillo plc has mining concessions covering approximately 1.8 million hectares in Mexico.

Fresnillo plc has a strong and long tradition of mining, a proven track record of mine development, reserve replacement, and production costs in the lowest quartile of the cost curve for silver.

Fresnillo plc's goal is to maintain the Group's position as the world's largest primary silver company, producing 65 million ounces of silver per year by 2018, having already surpassed the gold target of 750,000 ounces.

¹ Operations at Soledad-Dipolos are currently suspended.

Forward Looking Statements

Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the Fresnillo Group's intentions, beliefs or current expectations concerning, amongst other things, the Fresnillo Group's results of operations, financial position, liquidity, prospects, growth, strategies and the silver and gold industries are forward-looking statements. Such forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Fresnillo Group's operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations (including the US dollar and Mexican Peso exchanges rates), the Fresnillo Group's ability to recover its reserves or develop new reserves, including its ability to convert its resources into reserves and its mineral potential into resources or reserves, changes in its business strategy and political and economic uncertainty.

LEI: 549300JXWH1UV5J0XV81

 

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