Ref 38/12
Old Mutual plc Annual General Meeting 2012 - Update on use of proceeds of fractions resulting from recent share consolidation and results of shareholder voting
At the Annual General Meeting of Old Mutual plc held in London earlier today, the Chairman of the Company, Patrick O'Sullivan, gave an update on how the Company has dealt with the fractions that arose as a result of the recent 7-for-8 share consolidation. He confirmed that, in line with the arrangements described in the shareholder circular relating to the disposal of the Group's Nordic business, the proceeds of these fractional shares will be used for charitable purposes. The proceeds of sale of the fractions will be paid over to the Old Mutual Foundations located in the UK, South Africa, Malawi, Zimbabwe and Namibia respectively to be used in conjunction with the special dividends that those Foundations will receive on the shares that they hold in the Company. Working together, the Foundations will be investing these monies into various specific educational programmes. The total additional amount to be distributed among the Foundations is expected to be approximately £1.5 million, which is made up of approximately £1.3 million from the special dividend and about £200,000 from the proceeds of the fractional shares.
As far as the formal business of the AGM is concerned, all of the resolutions set out in the Notice of Meeting were voted on by a poll, and the results of the votes cast were as follows:
ORDINARY RESOLUTIONS
Resolution 1, to receive and adopt the directors' report and audited financial statements of the Group for the year ended 31 December 2011 |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,167,341,962 |
99.94 |
67.42 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
2,004,618 |
0.06 |
0.04 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,169,346,580 |
67.46 |
3,458,947 |
Resolution 2, to declare a final dividend of 3.5p per ordinary share of 10p in the capital of the Company on the register at the close of business on 20 April 2012 |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,169,736,083 |
99.99 |
67.47 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
289,116 |
0.01 |
0.01 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,170,025,199 |
67.48 |
2,802,747 |
Resolution 3(i), to elect Nku Nyembezi-Heita as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,069,812,391 |
97.03 |
65.34 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
93,884,728 |
2.97 |
2.00 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,163,697,119 |
67.34 |
9,130,496 |
Resolution 3(ii), to re-elect Mike Arnold as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,148,876,167 |
99.56 |
67.03 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
14,005,911 |
0.44 |
0.30 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,162,882,078 |
67.33 |
9,943,308 |
Resolution 3(iii), to re-elect Philip Broadley as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,151,033,278 |
99.55 |
67.07 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
14,125,510 |
0.45 |
0.30 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,165,158,788 |
67.37 |
7,668,802 |
Resolution 3(iv), to re-elect Eva Castillo as a director of the Company. |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,146,631,024 |
99.48 |
66.98 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
16,475,082 |
0.52 |
0.35 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,163,106,106 |
67.33 |
9,721,684 |
Resolution 3(v), to re-elect Russell Edey as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,138,593,059 |
99.39 |
66.81 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
19,155,054 |
0.61 |
0.41 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,157,748,113 |
67.22 |
15,077,626 |
Resolution 3(vi), to re-elect Alan Gillespie as a director of the Company. |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,134,643,774 |
99.26 |
66.72 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
23,342,201 |
0.74 |
0.50 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,157,985,975 |
67.22 |
14,839,865 |
Resolution 3(vii), to re-elect Reuel Khoza as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,046,705,940 |
97.55 |
64.85 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
76,436,619 |
2.45 |
1.63 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,123,142,559 |
66.48 |
49,685,031 |
Resolution 3(viii), to re-elect Roger Marshall as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,150,975,424 |
99.56 |
67.07 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
13,862,218 |
0.44 |
0.30 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,164,837,642 |
67.37 |
7,989,948 |
Resolution 3(ix), to re-elect Bongani Nqwababa as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,148,151,321 |
99.67 |
67.01 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
10,413,184 |
0.33 |
0.22 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,158,564,505 |
67.23 |
14,263,085 |
Resolution 3(x), to re-elect Patrick O'Sullivan as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,157,184,826 |
99.79 |
67.20 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
6,798,370 |
0.21 |
0.14 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,163,983,196 |
67.35 |
8,844,394 |
Resolution 3(xi), to re-elect Lars Otterbeck as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,138,262,232 |
99.28 |
66.80 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
22,849,151 |
0.72 |
0.49 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,161,111,383 |
67.29 |
11,714,356 |
Resolution 3(xii), to re-elect Julian Roberts as a director of the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,066,199,049 |
96.83 |
65.27 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
100,398,942 |
3.17 |
2.14 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,166,597,991 |
67.40 |
6,229,337 |
Resolution 4, to re-appoint KPMG Audit Plc as auditors to the Company |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,166,644,967 |
99.91 |
67.41 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
2,741,658 |
0.09 |
0.06 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,169,386,625 |
67.46 |
3,437,547 |
Resolution 5, to authorise the Group Audit Committee to settle the remuneration of the auditors |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,167,173,783 |
99.94 |
67.42 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
1,863,391 |
0.06 |
0.04 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,169,037,174 |
67.46 |
3,787,975 |
Resolution 6, to approve the Remuneration Report |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
2,846,756,024 |
90.01 |
60.60 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
315,798,433 |
9.99 |
6.72 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,162,554,457 |
67.32 |
10,273,283 |
Resolution 7, to grant authority to the Board to allot certain shares for cash |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
2,740,129,001 |
86.50 |
58.33 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
427,800,332 |
13.50 |
9.10 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,167,929,333 |
67.43 |
4,897,214 |
SPECIAL RESOLUTIONS
Resolution 8, to grant authority to disapply pre-emption rights in allotting certain equity securities and selling treasury shares |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
2,975,903,643 |
94.32 |
63.35 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
179,088,442 |
5.68 |
3.81 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,154,992,085 |
67.16 |
17,834,955 |
Resolution 9, to grant the Board authority to repurchase shares by market purchase on the London Stock Exchange |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,118,064,619 |
98.64 |
66.37 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
42,924,422 |
1.36 |
0.91 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,160,989,041 |
67.29 |
11,839,150 |
Resolution 10, to approve contingent purchase contracts relating to purchases of shares on the African stock exchanges where the Company's shares are listed |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,127,282,050 |
98.83 |
66.57 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
36,902,427 |
1.17 |
0.79 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,164,184,477 |
67.35 |
8,644,248 |
Resolution 11, to approve amendments to the Company's Articles of Association to address the introduction of Dividends Tax in South Africa |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
3,170,658,627 |
99.97 |
67.49 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
1,001,431 |
0.03 |
0.02 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,171,660,058 |
67.51 |
1,168,732 |
Resolution 12, to authorise the Company to convene general meetings, other than Annual General Meetings, on 14 days' notice |
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Votes in favour |
% of votes cast |
% of total shares eligible to vote |
2,561,821,876 |
80.77 |
54.53 |
Votes against |
% of votes cast |
% of total shares eligible to vote |
609,802,021 |
19.23 |
12.98 |
Total votes cast (excluding votes withheld) |
% of total shares eligible to vote |
Votes withheld |
3,171,623,897 |
67.51 |
1,204,893 |
All the above resolutions were therefore duly passed.
Notes to the above table:
· Votes in favour include proxy votes where the Chairman was give discretion how to vote.
· Votes withheld are not counted in the calculation of the proportion of votes for or against a resolution.
· The total shares eligible to vote was 4,697,898,127, being the total number of shares in issue at today's date, namely 4,872,098,141, less 174,200,014 shares beneficially held by life subsidiaries of the Company that are not eligible to be voted while so held.
· In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed, other than resolutions concerning ordinary business, has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do
Enquiries
External Communications / Investor Relations |
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Patrick Bowes |
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+44 (0)20 7002 7440 |
Kelly de Kock |
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+27 (0)21 509 8709 |
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Media |
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William Baldwin-Charles |
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+44 (0)20 7002 7133 |
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Notes to Editors
Old Mutual
Old Mutual is an international long-term savings, protection and investment Group. Originating in South Africa in 1845, the Group provides life assurance, asset management, banking and general insurance to more than 12 million customers in Europe, the Americas, Africa and Asia. Old Mutual has been listed on the London and Johannesburg Stock Exchanges, among others, since 1999.
In the year ended 31 December 2011, the Group reported adjusted operating profit before tax of £1.5 billion (on an IFRS basis) and had £267 billion of funds under management from core operations.
For further information on Old Mutual plc, please visit the corporate website at www.oldmutual.com