Result of EGM
Old Mutual PLC
06 July 2005
Extraordinary General Meeting and Court Meeting relating to the Old Mutual
Group's Black Economic Empowerment (BEE) ownership proposals
Results of shareholder voting
Extraordinary General Meeting
At an Extraordinary General Meeting of Old Mutual plc held in London earlier
today, all of the resolutions set out in the notice of meeting were voted on by
a poll, and the results of the votes cast on the polls were as follows:
Ordinary Resolutions
Resolution 1 To adopt and establish the Old Mutual (South Africa)
Broad-Based Employee Share Plan
In favour Against % in favour
1,900,898,195 9,243,123 99.52%
Resolution 2 To adopt and establish the Old Mutual (South Africa)
Senior Black Management Share Plan
In favour Against % in favour
1,899,513,924 10,382,957 99.46%
Resolution 3 To adopt and establish the Old Mutual (South Africa)
Management Incentive Share Plan
In favour Against % in favour
1,867,060,973 9,580,903 99.49%
Resolution 4 To grant authority to allot relevant securities in
connection with the Company's BEE proposals
In favour Against % in favour
1,891,807,779 18,490,972 99.03%
Special Resolutions
Resolution 5 To grant authority to disapply pre-emption rights in
allotting certain equity securities in connection with
the Company's BEE proposals
In favour Against % in favour
1,893,084,590 8,238,857 99.57%
Resolution 6 To approve the Group's BEE proposals, including the
related scheme of arrangement, and make certain
consequential changes to the Company's Group Share
Incentive Scheme rules and Memorandum and Articles of
Association
In favour Against % in favour
1,900,403,315 9,400,921 99.51%
Each of the resolutions was accordingly duly passed. The full texts of the
resolutions are set out in the Appendix to this announcement.
Court Meeting
At a Meeting of the Company's shareholders convened by order of the UK High
Court and held immediately following the Extraordinary General Meeting today, a
resolution was put to approve a scheme of arrangement under section 425 of the
UK Companies Act 1985 authorising the Board of the Company to issue new shares
in the Company to the special purpose vehicles established by the four BEE
counterparties on or before 31 December 2005 in accordance with the Trust Deeds
and Subscription Agreements described in the shareholder circular relating to
the BEE proposals.
The results of the poll relating to the resolution proposed at that Court
Meeting are set out below:
Resolution to approve the proposed scheme of arrangement
In favour Against % in favour
1,889,305,538 7,651,422 99.60%
The resolution was accordingly duly passed and an application will now be made
by the Company to the UK High Court for the scheme of arrangement to be
confirmed.
Commenting on the results of today's votes, Jim Sutcliffe, Chief Executive,
said, 'We are pleased that shareholders have shown their strong support for our
BEE ownership proposals, which have also been welcomed by key constituencies
within South Africa. They have already had a positive impact on the performance
of our three South African businesses, where trading has continued to build on
the positive start made in the first quarter of the year.'
6 July 2005
ENQUIRIES:
Old Mutual plc UK
Miranda Bellord +44 (0) 20 7002 7133
Old Mutual plc SA
Nad Pillay +27 (0) 21 504 8026
For further information about Old Mutual plc visit www.oldmutual.com
Appendix
The following are the full texts of the resolutions passed the Extraordinary
General Meeting of the Company held on 6 July 2005. Those numbered 1, 2, 3 and 4
were passed as Ordinary Resolutions and those numbered 5 and 6 were passed as
Special Resolutions:
1. That the OMSA Broad-Based Employee Share Plan ('OMSA Broad-Based Scheme'),
the principal terms of which are set out in Part V of the circular dated 27
May 2005 from the Company to its shareholders, a copy of the rules of which
is produced to this meeting and which has been signed for the purposes of
identification by the Chairman, be and is hereby approved and the Directors
of the Company be authorised, if they see fit, to adopt and establish the
OMSA Broad-Based Scheme and to do all acts and things as they may consider
necessary or desirable to carry the OMSA Broad-Based Scheme into effect and
to take account of the requirements of the London Stock Exchange plc.
2. That the OMSA Senior Black Management Share Plan ('OMSA Senior Black
Management Scheme'), the principal terms of which are set out in Part V of
the circular dated 27 May 2005 from the Company to its shareholders, a copy
of the rules of which is produced to this meeting and which has been signed
for the purposes of identification by the Chairman, be and is hereby
approved and the Directors of the Company be authorised, if they see fit, to
adopt and establish the OMSA Senior Black Management Scheme and to do all
acts and things as they may consider necessary or desirable to carry the
OMSA Senior Black Management Scheme into effect and to take account of the
requirements of the London Stock Exchange plc.
3. That the OMSA Management Incentive Share Plan ('OMSA Management Scheme'), the
principal terms of which are set out in Part V of the circular dated 27 May
2005 from the Company to its shareholders, a copy of the rules of which is
produced to this meeting and which has been signed for the purposes of
identification by the Chairman, be and is hereby approved and the Directors
of the Company be authorised, if they see fit, to adopt and establish the
OMSA Management Scheme and do all acts and things as they may consider
necessary or desirable to carry the OMSA Management Scheme into effect and
to take account of the requirements of the London Stock Exchange plc.
4. That pursuant to section 80 of the Companies Act 1985, and in addition to any
previously existing authority conferred upon the Directors of the Company
under that section, the Directors be and they are hereby authorised
unconditionally to allot relevant securities (as defined in the said section
80) for the purposes of the Old Mutual plc Proposal as described in the
circular dated 27 May 2005 from the Company to its shareholders, up to an
aggregate nominal amount of £23.07 million, which authority shall commence
on the date this resolution is passed and expire at the end of 31 December
2005, save that the Company may allot relevant securities for these purposes
pursuant to any agreement entered into at any time prior to 31 December 2005
(whether before or after the passing of this Resolution) which would or
might require relevant securities to be allotted after such expiry and the
Board may allot relevant securities in pursuance of such agreement as if the
authority conferred hereby had not expired.
5. That the Directors be and they are hereby authorised to allot equity
securities within the meaning of section 94 of the Companies Act, 1985 to
the Shares Trustee on behalf of the SPVs, which are WIPHOLD Financial
Service No. 1 Limited, BRIMSTONE Mtha UK SPV Limited, Education SPV Limited,
Black Distributors SPV Limited, and to the OMSA Management Incentive Trust
and the OMSA Broad-Based Employee Share Trust for the purposes of the Old
Mutual plc Proposal as described in the circular dated 27 May 2005 from the
Company to its shareholders up to a maximum nominal aggregate amount of
£23.07 million for cash pursuant to the authority conferred by the
immediately preceding resolution as if section 89(1) of that Act did not
apply to any such allotment, which authority shall commence on the date this
resolution is passed and expire at the end of 31 December 2005, save that
the Company may allot equity securities for these purposes pursuant to any
agreement entered into at any time prior to 31 December 2005 (whether before
or after the passing of this Resolution) which would or might require equity
securities to be allotted after such expiry and the Board may allot equity
securities in pursuance of such agreement as if the authority conferred
hereby had not expired.
6. That:
(i) the scheme of arrangement (the 'Scheme') between the Company and the holders
of its shares, a copy of which has been produced to this meeting and which has
been signed for the purposes of identification by the Chairman, be and is hereby
approved;
(ii) the Directors be and are hereby authorised, if they shall see fit to do so,
to implement: (a) the arrangements set out in the Subscription Agreements and
the deeds and instruments ancillary thereto; (b) the additional arrangements
contemplated in the circular dated 27 May 2005 from the Company to its
shareholders (the 'Circular') so that the Old Mutual plc Proposal (as outlined
in the Circular) can be carried into effect in accordance with the arrangements
described in the Circular, with such non-material modifications as the Directors
may think fit;
(iii) the BEE proposals to be implemented by Nedbank Group Limited (including
the Nedbank Staff and Management Schemes), summary details of which are outlined
in the Circular, be and are hereby approved;
(iv) the BEE proposals to be implemented by Mutual & Federal Insurance Company
Limited (including the Mutual & Federal Staff and Management Schemes), summary
details of which are outlined in the Circular, be and are hereby approved;
(v) the rules of the Old Mutual plc Group Share Incentive Scheme be modified by
the deletion of paragraph 3.1.2, the consequential renumbering of paragraphs
3.1.3 and 3.1.4 as paragraphs 3.1.2 and 3.1.3 respectively, and the amendment of
the reference in paragraph 3.1.3 (as so renumbered) to '5% of the Company's
issued ordinary share capital for the time being' to read '6% of the Company's
issued ordinary share capital for the time being';
(vi) the Articles of Association of the Company be amended by the insertion of
the following paragraph as the second paragraph of Article 128 (Calculation and
Currency of Dividends):
'For the avoidance of doubt, a share is deemed paid up (as to its nominal value
or any premium on it) for the purposes of these Articles, in cash, or allotted
for cash, if the consideration for the allotment or payment up is (inter alia)
cash received by the company, or is a release of a liability of the company for
a liquidated sum, or is an undertaking to pay cash to the company at a future
date or dates.'
The remaining paragraphs of Article 128 shall be re-ordered accordingly;
(vii) the objects clause in the Memorandum of Association of the Company be
amended by the insertion of the following words after 'cash' in the first
sentence of Clause 4(22):
'(whether for a consideration which is less than the market value or not)'.
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