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Kazakhmys PLC (KAZ)

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Monday 26 September, 2011

Kazakhmys PLC

Result of General Meeting

RNS Number : 9472O
Kazakhmys PLC
26 September 2011
 



 

Result of General Meeting

 

Kazakhmys PLC (the 'Company') announces that at its General Meeting held today, each of the Waiver Resolutions put to Independent Shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each Waiver Resolution, in total representing approximately 77% of the total number of 347,175,693 Ordinary Shares eligible to vote (being Ordinary Shares not held by Vladimir Kim, Oleg Novachuk and Eduard Ogay), are shown below.

 

Full details of the Waiver Resolutions passed, together with the background and explanatory notes, are set out in the circular sent to Shareholders on 9 September 2011 (the 'Circular') which is available on the Company's website at www.kazakhmys.com. The appendix to this announcement sets out the Concert Party's maximum potential interest in the voting share capital of the Company following the passing of the Waiver Resolutions, as also set out in paragraph 4 of Part II of the Circular.

 

 

Resolution

For/

Discretion

%

Against

%

Total

Vote Withheld*

1. To approve the Rule 9 waiver granted by the Takeover Panel pursuant to the Buyback Authority

211,890,053

79.55

54,473,861

20.45

266,363,914

1,544,894

2. To approve the Rule 9 waiver granted by the Takeover Panel pursuant to the vesting of LTIP Awards

249,698,322

94.74

13,857,996

5.26

263,556,318

4,352,491

 

*'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

 

In accordance with LR 9.6.2, Kazakhmys PLC has submitted copies of the Waiver Resolutions passed at the General Meeting to the National Storage Mechanism which will shortly be available for inspection at www.hemscott.com/nsm.do.

 

Capitalised terms used in this announcement but not otherwise defined herein shall have the same meanings given in the Circular.

 

Robert Welch

Company Secretary

020 7901 7831

 

APPENDIX

 

Maximum potential holding1

 

Pursuant to the Code, it is necessary to provide an illustration of the Concert Party's, and each Relevant Shareholder's, maximum potential interest in the voting share capital of the Company following the passing of the Waiver Resolutions and based on certain assumptions.

 

Assuming (i) full use by the Company of the Buyback Authority; (ii) no vesting of Ordinary Shares under the LTIP Awards; (iii) no pro rata participation or other sales of interests in Ordinary Shares by any Relevant Shareholder in connection with any share buybacks or otherwise; and (iv) no other person exercising any options or any other rights to subscribe for Ordinary Shares, the Concert Party's and each Relevant Shareholder's maximum potential interest in the voting share capital of the Company following approval of the Waivers is as set out in the following table:

 

Shareholder

Shareholder's current

interest in voting

share capital

Shareholder's

maximum potential

interest in voting

share capital


No.

%

No.

%

Vladimir Kim

149,306,795

27.90

149,306,795

30.99

Oleg Novachuk

34,923,423

6.52

34,923,423

7.25

Eduard Ogay

3,834,427

0.72

3,834,427

0.80

Concert Party

188,064,645

35.14

188,064,645

39.04

 

Assuming (i) no use by the Company of the Buyback Authority; (ii) vesting of Ordinary Shares to the maximum extent possible under the LTIP Awards by means of the issue of new Ordinary Shares; (iii) no pro rata participation or other sales of interests in Ordinary Shares by any Relevant Shareholder in connection with any share buybacks or otherwise; and (iv) no other person exercising any options or any other rights to subscribe for Ordinary Shares, the Concert Party's and each Relevant Shareholder's maximum potential interest in the voting share capital of the Company following approval of the Waivers is as set out in the following table:

 

Shareholder

Shareholder's current

interest in voting

share capital

Shareholder's

maximum potential

interest in voting

share capital


No.

%

No.

%

Vladimir Kim

149,306,795

27.90

149,306,795

27.88

Oleg Novachuk

34,923,423

6.52

35,156,961

6.56

Eduard Ogay

3,834,427

0.72

3,982,290

0.74

Concert Party

188,064,645

35.14

188,446,046

35.18

 

Assuming (i) full use by the Company of the Buyback Authority; (ii) subsequent vesting of

Ordinary Shares to the maximum extent possible under the LTIP Awards by means of either the transfer of Ordinary Shares held in treasury by the Company or the issue of new Ordinary Shares; (iii) no pro rata participation or other sales of interests in Ordinary Shares by any Relevant Shareholder in connection with any share buybacks or otherwise; and (iv) no other person exercising any options or any other rights to subscribe for Ordinary Shares, the Concert Party's and each Relevant Shareholder's maximum potential interest in the voting share capital of the Company following approval of the Waivers is as set out in the following table:

 

Shareholder

Shareholder's current

interest in voting

share capital

Shareholder's

maximum potential

interest in voting

share capital


No.

%

No.

%

Vladimir Kim

149,306,795

27.90

149,306,795

30.97

Oleg Novachuk

34,923,423

6.52

35,156,961

7.29

Eduard Ogay

3,834,427

0.72

3,982,290

0.83

Concert Party

188,064,645

35.14

188,446,046

39.09

 

1 The Company does not currently hold any Ordinary Shares in treasury. However, in the event that the Company makes use of the Buyback Authority or part thereof, it may hold the Ordinary Shares it buys back as treasury shares rather than cancel them. Shares held in treasury remain part of the issued share capital of a company although they do not carry voting rights. Accordingly, if the Company buys back shares and holds them in treasury, the issued share capital of the Company will remain unaltered but the voting share capital of the Company will reduce by the number of Ordinary Shares bought back and placed in treasury. The provisions of Rule 9 of the Code relate to the percentage of shares carrying voting rights rather than the percentage of the issued share capital that they represent and therefore we refer here and elsewhere in the document to "voting share capital". In the event that no shares are held in treasury (as is currently the case), the issued share capital and the voting share capital will be the same. If Ordinary Shares are bought back and held in treasury, the issued share capital will be larger than the voting share capital and the number of shares held in treasury will represent the difference between the two.

 


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