8 Aug 2016 07:00
5 August 2016
Vedanta Resources plc
("the Company")
Result of 2016 Annual General Meeting
Vedanta Resources plc (the 'Company') announces that at its Annual General Meeting held today, all the resolutions put to shareholders were dully passed on a poll .
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting which is available on the Company's website www.vedantaresources.com.
Type of resolution | For | Against | Total votes cast | Votes withheld1 | ||||
Resolution (Full text of resolutions is set out in the Notice of Annual General Meeting) | Special/ Ordinary | No. of votes | % | No. of votes | % | No. of votes | % of ISC voted | No. of votes |
1. To receive the 2016 Report and Accounts | Ordinary | 227,774,030
| 99.51
| 1,111,501
| 0.49
| 228,885,531
| 84.79
| 171,607
|
2. To approve the Directors' Remuneration Report | Ordinary | 226,297,422
| 98.80
| 2,759,714
| 1.20
| 229,057,136
| 84.85 | 1
|
3. To approve the final dividend
| Ordinary | 229,026,608 | 99.99 | 30,525 | 0.01 | 229,057,133 | 84.85 | 5 |
4. To elect Ravi Rajagopal | Ordinary | 228,358,001 | 99.70 | 697,483 | 0.30 | 229,055,484 | 84.85 | 1,650 |
5. To re-elect Anil Agarwal as a Director | Ordinary | 224,901,132 | 98.19 | 4,154,240 | 1.81 | 229,055,372 | 84.85 | 1,765 |
6. To re-elect Navin Agarwal as a Director | Ordinary | 228,886,371 | 99.93 | 170,502 | 0.07 | 229,056,873 | 84.85 | 265 |
7. To re-elect Tom Albanese as a Director | Ordinary | 228,885,888 | 99.93 | 169,596 | 0.07 | 229,055,484 | 84.85 | 1,654 |
8. To re-elect Ekaterina Zotova | Ordinary | 228,939,598 | 99.95 | 116,588 | 0.05 | 229,056,186 | 84.85 | 952 |
9. To re-elect Aman Mehta as a Director | Ordinary | 212,637,334 | 93.60 | 14,541,204 | 6.40 | 227,178,538 | 84.16 | 1,878,595 |
10. To re-elect Deepak Parekh as a Director | Ordinary | 216,419,019 | 95.21 | 10,890,631 | 4.79 | 227,309,650 | 84.20 | 1,747,483 |
11. To re-elect Geoffrey Green as a Director | Ordinary | 226,926,684 | 99.07 | 2,128,798 | 0.93 | 229,055,482 | 84.85 | 1,651 |
12. To appoint Ernst & Young LLP as auditors | Ordinary | 228,914,088 | 99.94 | 142,315 | 0.06 | 229,056,403 | 84.85 | 731 |
13. To authorise the directors to agree the auditors' remuneration | Ordinary | 229,031,270 | 99.99 | 24,215 | 0.01 | 229,055,485 | 84.85 | 1,653 |
14. That amendments to the rules of the Vedanta Resources Performance Share Plan 2014 be approved and amended | Ordinary | 226,498,740 | 98.88 | 2,557,845 | 1.12 | 229,056,585 | 84.85 | 552 |
15. To authorise the directors to allot shares | Ordinary
| 229,053,731 | 100.00 | 2,254 | 0.00 | 229,055,985 | 84.85 | 1,153 |
16. .To disapply pre-emption rights | Special | 227,941,146 | 99.51 | 1,112,449 | 0.49 | 229,053,595 | 84.85 | 3,538 |
17. To authorise the Company to make market purchases of own shares | Special | 228,005,306 | 99.54 | 1,050,039 | 0.46 | 229,055,345 | 84.85 | 1,788 |
18. To authorise a general meeting to be called on not less than 14 days' notice | Special | 226,660,073 | 98.96 | 2,381,374 | 1.04 | 229,041,447 | 84.85 | 15,687 |
The votes cast on resolutions 4 and 8-11, relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by Independent Shareholders.
Type of resolution | For | Against | Total votes cast | Votes withheld1 | ||||
Resolution (Full text of resolutions is set out in the Notice of Annual General Meeting) | Special/ Ordinary | No. of votes | % | No. of votes | % | No. of votes | % of ISC voted excluding controlling shareholder interest | No. of votes |
4. To elect Ravi Rajagopal | Ordinary | 40,454,132 | 98.31 | 697,483 | 1.69 | 41,151,615 | 21.89 | 1,650 |
8. To re-elect Ekaterina Zotova | Ordinary | 41,035,729 | 99.72 | 116,588 | 0.28 | 41,152,317 | 21.89 | 952 |
9. To re-elect Aman Mehta as a Director | Ordinary | 24,733,465 | 62.98 | 14,541,204 | 37.02 | 39,274,669 | 20.89 | 1,878,595 |
10. To re-elect Deepak Parekh as a Director | Ordinary | 28,515,150 | 72.36 | 10,890,631 | 27.64 | 39,405,781 | 20.96 | 1,747,483 |
11. To re-elect Geoffrey Green as a Director | Ordinary | 39,022,815 | 94.83 | 2,128,798 | 5.17 | 41,151,613 | 21.89 | 1,651 |
A vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution
In accordance with Listing Rule 9.6.2 of the UK Listing Authority, Vedanta Resources plc has submitted copies of the special resolutions passed at its Annual General Meeting to the National Storage Mechanism which will shortly be available for inspection at http:// www.morningstar.co.uk/uk/NSM.
The Board notes that resolutions 9 and 10 concerning the re-appointment of Non-Executive Directors were passed with the requisite majority of all shareholders (including shareholders independent of controlling shareholder interests), but note there was a significant number of votes from those independent shareholders against the re-appointment of these Directors . The Annual Report sets out the steps which the Board has taken to assess the effectiveness of the Board and the independence of the Non-Executive Directors. Since the publication of recommendations by shareholder groups, the Company have held discussions with a number of large independent shareholders to understand their concerns and explain the Company's perspective. We will continue to engage with shareholders to readdress their concern.
Deepak Kumar
Company Secretary