TIDMFRES
RNS Number : 7511P
Fresnillo PLC
30 May 2018
Fresnillo Plc
21 Upper Brook Street
London W1K 7PY
United Kingdom
www.fresnilloplc.com
30 May 2018
Fresnillo plc - Result of AGM
The Board is pleased to announce that all of the resolutions put
to shareholders at today's Annual General Meeting were passed by
means of a poll, including the ordinary resolutions (resolutions 1
to 19) and special resolutions (resolutions 20 to 23) as set out in
the Company's notice of AGM dated 20 April 2018. The votes cast for
resolutions 10 to 15 relating to the re-election and election of
the independent Directors were duly passed by both a majority of
the votes cast by the independent shareholders as well as by a
majority of votes cast by all shareholders. These votes have been
calculated separately and are shown below (independent shareholder
votes cast being marked **)
The final voting figures are shown below.
Resolution Total Votes For (*) Against (*) Withheld
Cast
--------------------------- -------------- ---------------------- -------------------- -----------
Number % Number %
--------------------------- -------------- ------------ -------- ----------- ------- -----------
1: Presentation
of the accounts 695,569,349 695,569,320 100.00% 29 0.00% 110,167
--------------------------- -------------- ------------ -------- ----------- ------- -----------
2: To approve
the final dividend 695,671,218 695,671,218 100.00% 0 0.00% 8,298
--------------------------- -------------- ------------ -------- ----------- ------- -----------
3: To approve
the Annual
Report on Remuneration 695,667,313 694,221,762 99.79% 1,445,551 0.21% 12,203
--------------------------- -------------- ------------ -------- ----------- ------- -----------
4: To re-elect
Mr Alberto
Baillères 661,788,227 622,532,865 94.07% 39,255,362 5.93% 33,891,289
--------------------------- -------------- ------------ -------- ----------- ------- -----------
5: To re-elect
Mr Alejandro
Baillères 695,669,862 688,931,087 99.03% 6,738,775 0.97% 9,653
--------------------------- -------------- ------------ -------- ----------- ------- -----------
6: To re-elect
Mr Juan Bordes 694,979,862 687,417,104 98.91% 7,562,758 1.09% 699,653
--------------------------- -------------- ------------ -------- ----------- ------- -----------
7: To re-elect
Mr Arturo Fernández 694,980,962 680,767,679 97.95% 14,213,283 2.05% 698,553
--------------------------- -------------- ------------ -------- ----------- ------- -----------
8: To re-elect
Mr Jaime Lomelín 695,669,862 691,989,605 99.47% 3,680,257 0.53% 9,653
--------------------------- -------------- ------------ -------- ----------- ------- -----------
9: To re-elect
Mr Fernando
Ruiz 694,722,066 622,000,252 89.53% 72,721,814 10.47% 957,450
--------------------------- -------------- ------------ -------- ----------- ------- -----------
10: To re-elect
Mr Charles
Jacobs 695,663,207 691,660,285 99.42% 4,002,922 0.58% 16,308
--------------------------- -------------- ------------ -------- ----------- ------- -----------
143,071,747** 139,068,825 97.20% 4,002,922 2.80% 16,308
--------------------------- -------------- ------------ -------- ----------- ------- -----------
11: To re-elect
Ms Bárbara
Garza Lagüera 695,670,998 692,831,901 99.59% 2,839,097 0.41% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
143,079,538** 140,240,441 98.02% 2,839,097 1.98% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
12. To re-elect
Mr Jaime Serra 694,974,453 642,630,892 92.47% 52,343,561 7.53% 705,061
--------------------------- -------------- ------------ -------- ----------- ------- -----------
142,382,993** 90,039,432 63.24% 52,343,561 36.76% 705,061
--------------------------- -------------- ------------ -------- ----------- ------- -----------
13. To re-elect
Mr Alberto
Tiburcio 695,670,212 692,352,382 99.52% 3,317,830 0.48% 9,303
--------------------------- -------------- ------------ -------- ----------- ------- -----------
143,078,752** 139,760,922 97.68% 3,317,830 2.32% 9,303
--------------------------- -------------- ------------ -------- ----------- ------- -----------
14. To re-elect
Dame Judith
Macgregor 695,670,999 695,489,097 99.97% 181,902 0.03% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
143,079,539** 142,897,637 99.87% 181,902 0.13% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
15. To elect
Ms Georgina
Kessel 695,670,999 695,670,282 100.00% 717 0.00% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
143,079,539** 143,078,822 100.00% 717 0.00% 8,517
--------------------------- -------------- ------------ -------- ----------- ------- -----------
16. To amend
Directors Remuneration
Policy 695,669,908 691,839,867 99.45% 3,830,041 0.55% 9,607
--------------------------- -------------- ------------ -------- ----------- ------- -----------
17:To appoint
the auditors 695,664,736 693,051,831 99.62% 2,612,905 0.38% 14,779
--------------------------- -------------- ------------ -------- ----------- ------- -----------
18: To allow
the audit committee
to determine
the auditors
remuneration 695,670,918 695,544,602 99.98% 126,316 0.02% 8,598
--------------------------- -------------- ------------ -------- ----------- ------- -----------
19: To give
authority to
Directors allot
shares 695,670,977 695,133,303 99.92% 537,674 0.08% 8,539
--------------------------- -------------- ------------ -------- ----------- ------- -----------
20: To disapply
pre-emption
rights 695,669,578 691,170,720 99.35% 4,498,858 0.65% 9,938
--------------------------- -------------- ------------ -------- ----------- ------- -----------
21: To disapply
pre-emption
rights in in
connection
with an acquisition
or other capital
investment 695,669,877 691,599,240 99.41% 4,070,637 0.59% 9,638
--------------------------- -------------- ------------ -------- ----------- ------- -----------
22: To authorise
purchase of
own shares 695,545,816 692,549,032 99.57% 2,996,784 0.43% 133,699
--------------------------- -------------- ------------ -------- ----------- ------- -----------
23: Notice
of general
meetings 695,664,009 690,042,628 99.19% 5,621,381 0.81% 15,507
--------------------------- -------------- ------------ -------- ----------- ------- -----------
(*) = Includes discretionary votes
(**) =Votes cast by the independent shareholders
As at the date of the AGM, the number of issued shares and total
voting rights of the Company was 736,893,589 shares in issue. The
Company's Articles of Association set out that every member who is
present in person or by proxy shall have one vote for every share
of which he is the holder on a poll. The scrutineer of the poll was
Equiniti Limited.
In accordance with Listing Rule 9.6.2, Fresnillo plc has
submitted a copy of the resolutions dealing with the special
business put to shareholders at the AGM today to the National
Storage Mechanism, which will shortly be available for inspection
at www.Hemscott.com/nsm.do
The Board is pleased with the support from shareholders for the
majority of the resolutions but notes the significant minority vote
(representing 36.76% of independent votes), against resolution 12:
the re-appointment of Mr Jaime Serra. The Board is of the opinion
that the votes against Mr Serra are likely due to his attendance
record at Board and Committee meetings and his other listed company
board mandates. Mr Serra holds six listed company directorships,
one more than is allowed by investor policies and missed one Board
and two Committee meetings in 2017. Mr Serra was a key player in
the original launch of the North American Free Trade Agreement
(NAFTA) when he was still in government and his knowledge and
expertise is in demand now that NAFTA is under threat and Mexico is
holding its presidential elections this year. Whilst it is of huge
credit to Fresnillo to have someone of Mr Serra's calibre on the
board, it is also extremely valuable to have his current insight
into the political world through the work he is now doing (on a
voluntary basis much of the time) in the political sphere. The
Board noted that he is unable to attend some board meetings but
it believes that this is a price worth paying, for a season at
least, in order to continue to benefit from the unique advice and
guidance that he is able to bring as a result of that activity. The
Chairman speaks frequently with Mr Serra outside of Board and
Committee meetings and therefore his contribution should not just
be measured by his attendance record.
The Nominations Committee believes that the Board would be
significantly less well-equipped to address the political and
macro-economic challenges that it may have to meet in the coming
months and years without Mr Serra's knowledge and counsel and
therefore it had no hesitation in recommending him to the Board for
re-election at the AGM. The Board will continue to proactively
consult with shareholders on this as well as other matters however,
on this occasion the Board considers Mr Serra's re-appointment as a
positive step for the long-term interests of the Company.
For further information, please visit our website
www.fresnilloplc.com or contact:
Fresnillo plc Tel: +44 (0)20 7399
London Office 2470
Gabriela Mayor, Head
of Investor Relations
Patrick Chambers
Mexico City Office Tel: +52 55 52 79 3206
Ana Belem Zárate
Powerscourt Tel: +44 (0)20 7250
Peter Ogden 1446
About Fresnillo plc
Fresnillo plc is the world's largest primary silver producer and
Mexico's largest gold producer, listed on the London and Mexican
Stock Exchanges under the symbol FRES.
Fresnillo plc has seven operating mines, all of them in Mexico -
Fresnillo, Saucito, Ciénega (including the San Ramón satellite
mine), Herradura, Soledad-Dipolos(1) , Noche Buena and San Julián
(phase I and II), two development projects - the Pyrites plant, and
second line of DLP at Herradura, and four advanced exploration
projects - Orisyvo, Juanicipio, Las Casas Rosario & Cluster
Cebollitas and Centauro Deep, as well as a number of other long
term exploration prospects. In total, Fresnillo plc has mining
concessions covering approximately 1.8 million hectares in
Mexico.
Fresnillo plc has a strong and long tradition of mining, a
proven track record of mine development, reserve replacement, and
production costs in the lowest quartile of the cost curve for
silver.
Fresnillo plc's goal is to maintain the Group's position as the
world's largest primary silver company, producing 65 million ounces
of silver per year by 2018, having already surpassed the gold
target of 750,000 ounces.
(1) Operations at Soledad-Dipolos are currently suspended.
Forward Looking Statements
Information contained in this announcement may include
'forward-looking statements'. All statements other than statements
of historical facts included herein, including, without limitation,
those regarding the Fresnillo Group's intentions, beliefs or
current expectations concerning, amongst other things, the
Fresnillo Group's results of operations, financial position,
liquidity, prospects, growth, strategies and the silver and gold
industries are forward-looking statements. Such forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Forward-looking statements are not
guarantees of future performance and the actual results of the
Fresnillo Group's operations, financial position and liquidity, and
the development of the markets and the industry in which the
Fresnillo Group operates, may differ materially from those
described in, or suggested by, the forward-looking statements
contained in this document. In addition, even if the results of
operations, financial position and liquidity, and the development
of the markets and the industry in which the Fresnillo Group
operates are consistent with the forward-looking statements
contained in this document, those results or developments may not
be indicative of results or developments in subsequent periods. A
number of factors could cause results and developments to differ
materially from those expressed or implied by the forward-looking
statements including, without limitation, general economic and
business conditions, industry trends, competition, commodity
prices, changes in regulation, currency fluctuations (including the
US dollar and Mexican Peso exchanges rates), the Fresnillo Group's
ability to recover its reserves or develop new reserves, including
its ability to convert its resources into reserves and its mineral
potential into resources or reserves, changes in its business
strategy and political and economic uncertainty.
LEI: 549300JXWH1UV5J0XV81
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END
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