AGM Statement and changes to the Board

RNS Number : 7367V

Tharisa PLC

02 February 2017

 

Tharisa plc

(Incorporated in the Republic of Cyprus with limited liability)

(Registration number HE223412)

JSE share code: THA

LSE share code: THS

ISIN: CY0103562118

('Tharisa')

Results of Annual General Meeting and changes to the board of directors

Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders held on Wednesday, 1 February 2017 (in terms of the notice dispatched on Thursday, 
22 December 2016), were passed by the requisite majority. A poll was conducted on each resolution.

Details of the results of voting at the Annual General Meeting are as follows:

Total number of shares in issue on 1 February 2017: 256 981 571

Total number of shares entitled to vote at the Annual General Meeting: 256 981 571

Resolution	For	Against	Total shares voted in person or by proxy	Abstained
	Shares	Shares	Shares	Shares
	% of shares voted	% of shares voted	% of issued share capital	% of issued share capital
Ordinary resolution 1:	198 832 585	-	198 832 585	61 807
Adoption of Annual Financial Statements	100%	0%	77.372%	0.024%
Ordinary resolution 2:	198 576 822	-	198 576 822	317 570
Re-appointment of KPMG as external auditors	100%	0%	77.273%	0.124%
Ordinary resolution 3.1:	198 830 685	1 900	198 832 585	61 807
Re-election of Dr Omar Kamal as a non-executive director	99.999%	0.001%	77.372%	0.024%
Ordinary resolution 3.2:	198 832 585	-	198 832 585	61 807
Re-election of Dr Carol Bell as a non-executive director	100%	0%	77.372%	0.024%
Ordinary resolution 4:	155 819 567	42 757 255	198 576 822	317 570
Placement of authorised but unissued shares under the directors' control	78.468%	21.532%	77.273%	0.124%
Ordinary resolution 5:	155 760 572	42 759 155	198  519 727	374 665
Dis-application of pre-emptive rights	78.461%	21.539%	77.251%	0.146%
Ordinary resolution 6:	151 094 421	47 482 401	198 576 822	317 570
General authority to issue shares for cash	76.089%	23.911%	77.273%	0.124%
Ordinary resolution 7:	191 787 793	6 786 399	198 574 192	320 200
Approval of the Group remuneration policy	96.582%	3.418%	77.272%	0.125%
Special resolution 1:	198 748 061	84 524	198 832 585	61 807
General authority to repurchase shares	99.957%	0.043%	77.372%	0.024%
Special resolution 2:	198 773 590	1 900	198 775 490	118 902
Capital reduction	99.999%	0.001%	77.350%	0.046%
Ordinary resolution 8:	198 832 585	-	198 832 585	61 807
Directors' authority to implement resolutions	100%	0%	77.372%	0.024%

Retirement and appointment of non-executive directors

In compliance with Section 3.59 of the Listings Requirements of the JSE Limited, the Tharisa Board of Directors (the Board) hereby notifies its shareholders of the following changes to the Board:

As per the Notice of Annual General Meeting, Mr Brian Chi Ming Cheng, a non-executive director, retired by rotation at the Annual General Meeting and did not make himself available for re-election. Brian is consequently no longer a director of Tharisa, effective 1 February 2017. The Board thanks Brian for the invaluable contribution he has made to the Group over the period he has served on the Board.

The Board is pleased to announce that Brian Cheng's alternate director, Joanna Ka Ki Cheng, has been appointed to the Board as a non-executive director with effect from 1 February 2017.

Joanna, a Canadian national, is a Chartered Accountant and a member of the Institute of Chartered Accountants of Ontario, Canada. She has more than 20 years' experience in business development, investment and management and is the Director - Environment of NWS Infrastructure Management Limited, a wholly owned subsidiary of NWS Holdings Limited. Before joining NWS Infrastructure Management Limited, Joanna worked at audit firms in Canada and Hong Kong.

The Board welcomes Joanna and looks forward to her continued contribution.

Paphos, Cyprus

1 February 2017

JSE Sponsor

Investec Bank Limited

Investor Relations contact:

Tharisa plc

Sherilee Lakmidas

[phone]

[phone]

[e-mail]

Broker contacts:

Peel Hunt LLP (Joint Broker)

Matthew Armitt / Ross Allister

[phone]

BMO Capital Markets Limited (Joint Broker)

Jeffrey Couch/Neil Haycock/Thomas Rider

[phone]

 

END

 

 

AGMEAEAFEFLXEFF