Results of the Annual General Meeting

RNS Number : 9445I

Centamin PLC

26 March 2018

 

For immediate release		26 March 2018

Centamin plc ("Centamin" or "the Company")

(LSE:CEY, TSX:CEE)

Results of the 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, 26 March 2018 at 10.00am (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 26 March 2018 was 1,152,107,984 ordinary shares. Approximately 69% of the Company's issued share capital were voted at the AGM. 

	VOTES FOR	%	VOTES AGAINST	%	VOTES WITHHELD (1)
Ordinary Resolution 1 Annual accounts, strategic and directors' report and auditor's report	780,578,359	99.35	5,135,115	0.65	5,206,292
Ordinary Resolution 2 Declaration of a final dividend	786,713,783	99.99	7,718	0.001	742,030
Ordinary Resolution 3.1 Approval of the remuneration report	531,913,702	68.09	249,326,064	31.91	6,223,763
Ordinary Resolution 3.2 Approval of the remuneration policy	372,494,622	47.99	403,620,079	52.01	11,347,428
Ordinary Resolution 4 Approval of increase in fees payable to non-executive directors	782,828,143	99.89	883,457	0.11	1,323,813
Ordinary Resolution 5.1 Re-election of Mr Josef El-Raghy	779,323,007	99.11	6,983,511	0.89	1,157,011
Ordinary Resolution 5.2 Re-election of Mr Andrew Pardey	784,212,811	99.69	2,423,104	0.31	827,615
Ordinary Resolution 5.3 Election of Mr Ross Jerrard	779,496,576	99.09	7,139,339	0.91	827,615
Ordinary Resolution 5.4 Re-election of Mr Gordon Edward Haslam	595,669,680	76.23	185,691,837	23.77	6,102,012
Ordinary Resolution 5.5 Election of Mrs Alison Baker	784,047,009	99.67	2,568,906	0.33	847,615
Ordinary Resolution 5.6 Re-election of Mr Mark Arnesen	615,332,486	78.24	171,134,016	21.76	997,027
Ordinary Resolution 5.7 Re-election of Mr Mark Bankes	617,129,920	78.45	169,497,084	21.55	836,527
Ordinary Resolution 6.1 Appointment of PricewaterhouseCoopers LLP (Auditor)	789,656,456	99.95	412,599	0.05	829,142
Ordinary Resolution 6.2 Authorise the directors to agree the auditor's remuneration	789,966,630	99.98	160,240	0.02	792,594
Ordinary Resolution 7 Authority to allot relevant securities	770,781,404	97.56	19,314,800	2.44	823,559
Special Resolution 8.1 Disapplication of pre-emption rights	778,748,464	98.56	11,366,379	1.44	804,921
Special Resolution 8.2 Further disapplication of pre-emption rights	771,645,496	97.66	18,475,591	2.34	798,675
Special Resolution 9 Market purchase of ordinary shares	785,949,741	99.91	744,065	0.09	769,723

⁽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 E.2.2 of the Corporate Governance Code (the Code)

Resolution 3.2, for the approval of the Remuneration Policy, received 52% of advisory votes against and therefore the resolution has not been passed.

It is also noted that there was a significant minority vote (more than 20%) against the Remuneration Report (Resolution 3.1) and the reappointment of Remuneration Committee members, Edward Haslam (Resolution 5.4), Mark Arnesen (Resolution 5.6) and Mark Bankes (Resolution 5.7).

The Board of Directors, with the support of the Remuneration Committee, will undertake a full review of the Remuneration Policy in 2018.

Andrew Pardey, CEO commented:

"The Company regularly engages with our major shareholders and proxy advisors for their input on, but not limited to, matters of remuneration.  We are disappointed with the results of today's advisory vote against the Remuneration Policy. We will continue to proactively consult with our shareholders and proxy advisors to ensure their feedback is better understood and implemented where appropriate."

For more information, please contact:

Centamin plc Andrew Pardey, CEO Alexandra Carse, Investor Relations [phone] [e-mail]

Buchanan Bobby Morse Chris Judd + 44 (0) 20 7466 5000 [e-mail]

 

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