Results of the Sibanye Annual General Meeting
Westonaria, 23 May 2017: Sibanye (JSE: SGL AND NYSE: SBGL - https://www.commodity-tv.net/c/search_adv/?v=297484) advises shareholders that all resolutions were passed by the requisite majority at the Company's Annual General Meeting (the “AGM”) held at the Sibanye Gold Academy at 09:00 this morning. In accordance with recommended practice, a poll was conducted on each resolution at the meeting.
The number of shares voted in person or by proxy was 734,676,918, representing 79% of Sibanye’s 930,056,784 total ordinary shares in issue. The resolutions proposed at the AGM and the percentage of shares voted for and against each resolution, as well as those which abstained, are set out below:
% of votes for the resolution (1)
% of votes against the resolution (1)
% of Shares Voted (2)
% of Shares abstained (2)
Ordinary Resolution 1 –
Re-appointment of auditors
Ordinary Resolution 2 –
Re-election of a director: CD Chadwick
Ordinary Resolution 3 –
Re-election of a director: RTL Chan
Ordinary Resolution 4 –
Re-election of a director: TJ Cumming
Ordinary Resolution 5 –
Re-election of a director: C Keyter
Ordinary Resolution 6 –
Election of a director: MS Moloko
Ordinary Resolution 7 –
Re-election of a member and Chair of the Audit Committee: KA Rayner
Ordinary Resolution 8 –
Re-election of a member of the Audit Committee: RP Menell
Ordinary Resolution 9 –
Re-election of a member of the Audit Committee: NG Nika
Ordinary Resolution 10 –
Re-election of a member of the Audit Committee: SC van der Merwe
Ordinary Resolution 11 –
Approval for the issue of authorised but unissued ordinary shares
Ordinary Resolution 12 –
Issuing equity securities for cash
Ordinary Resolution 13 –
Approval for the Sibanye 2017 Share Plan
Advisory endorsement of the remuneration policy
Special Resolution 1 –
Approval for the remuneration of non-executive directors
Special Resolution 2 –
Approval for the Company to grant financial assistance in terms of sections 44 and 45 of the Act
Special Resolution 3 –
Approval for the acquisition of the Company’s own shares
(1) The shares voted disclosed as a percentage in relation to the total number of shares voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the total issued share capital.
Sibanye Investor Relations Contact:
SVP Investor Relations
Sibanye Gold Limited
+27 (0) 83 453 4014
J.P. Morgan Equities South Africa Proprietary Limited
This announcement includes “forward-looking statements” within the meaning of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target”, “will”, “forecast”, “expect”, “potential”, “intend”, “estimate”, “anticipate”, “can” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. In this announcement, for example, statements related to expected timings of the rights offer, are forward-looking statements. The forward-looking statements set out in this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Sibanye, that could cause Sibanye’s actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this presentation. Sibanye undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, save as required by applicable law.
Each of the Underwriters are acting exclusively for the Group and no one else in connection with the Rights Offer. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Rights Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients nor for giving advice in relation to the Rights Offer or any transaction or arrangement referred to herein.
No representation or warranty, express or implied, is made by any of the Underwriters as to the accuracy, completeness or verification of the information set forth in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. None of the Underwriters assumes any responsibility for the accuracy, completeness or verification of the information set forth in this announcement and, accordingly, disclaim each of the Underwriters, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this announcement or any such statement.
Prospectus; No Offer or Solicitation
Sibanye has filed a registration statement (including a prospectus) and may file a prospectus supplement with the Securities and Exchange Commission (the Rights Offer. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents Sibanye will file and has filed with the SEC for more complete information about Sibanye and the Rights Offer. You may get these documents, when available, for free by visiting EDGAR on the SEC web site at www.sec.gov or by visiting Sibanye’s website at www.sibanyegold.co.za. Alternatively, Sibanye, any Underwriter or any dealer participating in the Rights Offer will arrange to send you the registration statement, prospectus and prospectus supplement, when available, if you request it by calling toll-free (800) 322-2885 or by e-mailing [email protected] This announcement is for information purposes only and does not constitute: (i) an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction; or (ii) investment advice in any jurisdiction relating to the securities discussed herein.