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Results of the 86th Annual General Meeting

9 December 2019

The shareholders of ARM (“Shareholders”) are advised that at the annual general meeting of Shareholders (“Annual General Meeting”) held on Friday, 6 December 2019, in terms of the notice of Annual General Meeting distributed to Shareholders on 28 October 2019, 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, 29 November 2019, being the voting record date (“Voting Record Date”), the total issued share capital of ARM was 222 008 324 (“Issued Shares”) and the total number of votable shares was 193 393 584 (“Votable Shares”). The number of ARM shares voted in person or by proxy at the Annual General Meeting was 172 505 284 shares, representing 77.70% of the Issued Shares and 89.20% 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 Mr F Abbott as a Director		 78.29 21.71 172 504 822 77.70 0.00
Ordinary resolution number 2
Re-election of Mr M Arnold as a Director		 90.69 9.31 172 479 822 77.69 0.01
Ordinary resolution number 3
Re-election of Mr DC Noko as a Director		 99.58 0.42 172 504 822 77.70 0.00
Ordinary resolution number 4
Re-election of Mr JC Steenkamp as a Director		 91.87 8.13 172 504 822 77.70 0.00
Ordinary resolution number 5
Re-appointment of Ernst & Young Inc. as external auditor and appointment of
Mr PD Grobbelaar as the person designated to act on behalf of the external auditor		 89.57 10.43 172 504 822 77.70 0.00
Ordinary resolution number 6
Election of Audit and Risk Committee Members
Ordinary resolution number 6.1
Mr TA Boardman		 99.61 0.39 172 504 822 77.70 0.00
Ordinary resolution number 6.2
Dr MMM Bakane-Tuoane		 79.85 20.15 172 504 822 77.70 0.00
Ordinary resolution number 6.3
Mr AD Botha		 91.02 8.98 172 504 822 77.70 0.00
Ordinary resolution number 6.4
Mr AK Maditsi		 79.83 20.17 172 479 822 77.69 0.01
Ordinary resolution number 6.5
Dr RV Simelane		 78.92 21.08 172 504 822 77.70 0.00
Ordinary resolution number 7
Non-binding advisory vote on the Company’s Remuneration Policy		 93.29 6.71 171 803 883 77.39 0.32
Ordinary resolution number 8
Non-binding advisory vote on the Company’s Remuneration Implementation Report		 93.26 6.74 171 806 563 77.39 0.31
Ordinary resolution number 9
Placing control of the authorised but unissued Company shares in the hands of the Board		 95.74 4.26 172 504 822 77.70 0.00
Ordinary resolution number 10
General authority to allot and issue shares for cash		 98.00 2.00 172 504 613 77.70 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		 97.28 2.72 172 173 388 77.55 0.15
Special resolution number 1.2
Per Board meeting attendance fees for Non-executive Directors		 99.02 0.98 172 173 388 77.55 0.15
Special resolution number 2
Committee meeting attendance fees for Non-executive Directors		 99.06 0.94 172 504 067 77.70 0.00
Special resolution number 3
Financial assistance – for subscription for securities		 93.93 6.07 172 504 613 77.70 0.00
Special resolution number 4
Financial assistance – for related or inter-related companies		 98.81 1.19 172 504 613 77.70 0.00
Special resolution number 5
Issue of shares in connection with the Company’s share or employee incentive schemes		 96.56 3.44 172 173 934 77.55 0.15
Special resolution number 6
General authority to repurchase shares		 95.56 4.44 172 450 944 77.68 0.02

 

*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
9 December 2019

Sponsor: Investec Bank Limited