Annual General Meeting
Results of Shareholder Voting at the 2017 Annual General Meeting and General Meeting
At the 2017 Annual General Meeting ('AGM') of Old Mutual plc (the 'Company'), all of the resolutions set out in the Notice of Meeting were voted on by a poll and were duly passed, except for the resolution granting authority to disapply pre-emption rights in allotting certain equity securities and selling treasury shares. Details of the votes cast were as follows:
Resolution 1: To receive and adopt the directors' report and audited financial statements of the Group for the year ended 31 December 2016
Resolution 2(i):To re-elect Mr M Arnold as a director of the Company
Resolution 2(ii): To re-elect Ms Z Cruz as a director of the Company
Resolution 2(iii): To re-elect Mr A Gillespie as a director of the Company
Resolution 2(iv): To re-elect Ms D Gray as a director of the Company
Resolution 2(v): To re-elect Mr B Hemphill as a director of the Company
Resolution 2(vi): To re-elect Ms A Ighodaro as a director of the Company
Resolution 2(vii): To re-elect Ms I Johnson as a director of the Company
Resolution 2(viii): To re-elect Mr T Manuel as a director of the Company
Resolution 2(ix): To re-elect Mr R Marshall as a director of the Company
Resolution 2(x): To re-elect Mr N Moyo as a director of the Company
Resolution 2(xi): To re-elect Mr V Naidoo as a director of the Company
Resolution 2(xii): To re-elect Ms N Nyembezi-Heita as a director of the Company
Resolution 2(xiii): To re-elect Mr P O'Sullivan as a director of the Company
Resolution 3: To re-appoint KPMG LLP as auditors to the Company
Resolution 4: To authorise the Group Audit Committee to settle the remuneration of the auditors.
Resolution 5: To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the year ended 31 December 2016.
Resolution 6: To grant authority to allot shares in the Company
Resolution 7: To grant authority to disapply pre-emption rights in allotting certain equity securities and selling treasury shares
Resolution 8: To grant the Board authority to repurchase shares by market purchase on the London Stock Exchange
Resolution 9: To approve contingent purchase contracts relating to purchases of shares on the African stock exchanges where the Company's shares are listed
Notes to the above tables:
Votes in favour include proxy votes where the Chairman was given discretion how to vote.
Votes withheld are not counted in the calculation of the proportion of votes for or against a resolution.
The total number of shares eligible to vote was 4,929,978,343, being the total number of shares in issue at the close of business on 23 May 2017.
In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed, other than resolutions concerning ordinary business at the AGM, has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Old Mutual notes the level of votes cast against resolution 2(xi). The Company is aware that many shareholders have not supported the re-election of Vassi Naidoo because he is a member of the Group Audit Committee (GAC) but is not considered to be an independent non-executive director. The Company has explained in its Annual Report 2016 why it considers that Mr. Naidoo's membership of the GAC is in the best interests of the Company and will continue to engage with shareholders to explain this.
Old Mutual notes the level of votes cast against resolution 5. We engage fully with shareholders and other stakeholders on matters of executive remuneration. Management is paid for performance and the Company's Remuneration Committee was careful to ensure the outcomes of the incentive plans were a fair reflection of the performance achieved.
Old Mutual notes the level of votes cast against resolution 6 and resolution 7. In the case of resolution 7, the level of votes cast against the resolution was sufficient to result in it not being passed, because the required threshold of 75% of the total votes cast was not achieved. Whilst the Company is disappointed with this outcome, as explained in the AGM circular the Directors had no present intention to allot any shares pursuant to this resolution. Whilst both these resolutions are considered routine for listed companies in the UK, the Company is aware that certain overseas institutional investors, mainly in South Africa, have a policy of not supporting them. The Company will continue to engage with those shareholders to improve understanding and, if possible, allay any such concerns for the future.