Results of the 85th Annual General Meeting
10 December 2018
The shareholders of ARM (“Shareholders”) are advised that at the annual general meeting of Shareholders (“Annual General Meeting”) held on Friday, 7 December 2018, in terms of the notice of Annual General Meeting distributed to Shareholders on 30 October 2018, all of the resolutions tabled were passed by the requisite majority of votes cast by Shareholders present in person or represented by proxy.
As at Friday, 30 November 2018, being the voting record date (“Voting Record Date”), the total issued share capital of ARM was 220 365 903 (“Issued Shares”) and the total number of votable shares was 191 751 163 (“Votable Shares”). The number of ARM shares voted in person or by proxy at the Annual General Meeting was 167 103 542 shares, representing 75.83 of the Issued Shares and 87.15 of the Votable Shares.
The voting results were as follows:
| RESOLUTION | |||||
|---|---|---|---|---|---|
| SHARES VOTED FOR(%)* | SHARES VOTED AGAINST (%)* | NUMBER OF SHARES VOTED |
SHARES VOTED AS A PERCENT OF ISSUED SHARES (%)** |
SHARES ABSTAINED AS A PERCENT OF ISSUED SHARES (%)** | |
| Ordinary resolution number 1 Re-election of Dr M M M Bakane-Tuoane as a Director |
83.62 | 16.38 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 2 Re-election of Mr A D Botha as a Director |
98.96 | 1.04 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 3 Re-election of Mr T A Boardman as a Director |
99.51 | 0.49 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 4 Re-election of Mr W M Gule as a Director |
86.37 | 13.63 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 5 Re-election of Mr A K Maditsi as a Director |
85.67 | 14.33 | 166 184 339 | 75.41 | 0.42 |
| Ordinary resolution number 6 Election of Ms A M Mukhuba as a Director |
96.13 | 3.87 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 7 Re-appointment of Ernst & Young Inc. as external auditor and re-appointment of Mr L I N Tomlinson as the person designated to act on behalf of the external auditor |
90.49 | 9.51 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 8 Election of Audit and Risk Committee Members |
|||||
| Ordinary resolution number 8.1 Mr T A Boardman |
100.00 | 0.00 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 8.2 Dr M M M Bakane-Tuoane |
83.93 | 16.07 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 8.3 Mr A D Botha |
97.26 | 2.74 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 8.4 Mr A K Maditsi |
83.83 | 16.17 | 166 184 339 | 75.41 | 0.42 |
| Ordinary resolution number 8.5 Mr J P Möller |
100.00 | 0.00 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 8.6 Dr R V Simelane |
83.53 | 16.47 | 169 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 9 Adoption of the 2018 Conditional Share Plan |
99.15 | 0.85 | 166 184 339 | 75.41 | 0.42 |
| Ordinary resolution number 10 Non-binding advisory vote on the Company’s Remuneration Policy |
89.58 | 10.42 | 166 145 153 | 75.40 | 0.43 |
| Ordinary resolution number 11 Non-binding advisory vote on the Company’s Remuneration Implementation Report |
92.15 | 7.85 | 166 145 153 | 75.40 | 0.43 |
| Ordinary resolution number 12 Placing control of the authorised but unissued Company shares in the hands of the Board |
94.01 | 5.99 | 167 103 542 | 75.83 | 0.00 |
| Ordinary resolution number 13 General authority to allot and issue shares for cash |
90.73 | 9.27 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 1 Annual retainer fees and per Board Meeting attendance fees for Non-Executive Directors |
|||||
| Special resolution number 1.1 Annual retainer fees for Non-Executive Directors |
95.83 | 4.17 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 1.2 Per Board meeting attendance fees for Non-executive Directors |
98.43 | 1.57 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 2 Committee meeting attendance fees for Non-executive Directors |
98.60 | 1.40 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 3 Financial assistance – for subscription for securities |
79.32 | 20.68 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 4 Financial assistance – for related or inter-related companies |
99.44 | 0.56 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 5 Issue of shares in connection with the 2018 Conditional Share Plan |
98.60 | 1.40 | 167 103 542 | 75.83 | 0.00 |
| Special resolution number 6 General authority to repurchase shares |
96.49 | 3.51 | 166 184 339 | 75.41 | 0.42 |
*Expressed as a percentage of the number of shares voted per resolution (rounded to the nearest two decimals).
**Expressed as a percentage of the Issued Shares as at the Voting Record Date (rounded to the nearest two decimals).
Sandton
10 December 2018
Sponsor: Investec Bank Limited