Published on 06 November 2014

Northam shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 5 November 2014, the ordinary and special resolutions, as set out in the notice of AGM dated 1 October 2014, were approved by the requisite majority of shareholders present or represented by proxy thereat, with the exception of special resolution no.3 (general authority to repurchase issued shares).

The required special resolutions will be lodged with the Companies and Intellectual Property Commission in due course.

The total number of Northam shares eligible to vote at the AGM is 397 586 090. The number of shares voted in person or by proxy was 348 076 861 representing 87.55% of the total issued share capital of the company.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1 - adoption of annual financial statements for the year ended 30 June 2014

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 706 776	87.5%	100.0%	0.0%	0.1%

Ordinary resolution number 2.1 - re-election of Mr P A Dunne as a director

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	100.0%	0.0%	0.1%

Ordinary resolution number 2.2 - re-election of Mr J A K Cochrane as a director

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	96.3%	3.7%	0.0%

Ordinary resolution number 2.3 - re-election of Mr R Havenstein as a director

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	96.0%	4.0%	0.1%

Ordinary resolution number 2.4 - re-election of Mr P L Zim as a director

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	96.2%	3.8%	0.1%

Ordinary resolution number 3 - re-appointment of Ernst & Young Inc. as the independent external auditor of the company

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
345 781 546	87.0%	99.9%	0.1%	0.6%

Ordinary resolution number 4.1 - re-election of Mr M E Beckett as a member of the audit and risk committee

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	78.5%	21.5%	0.1%

Ordinary resolution number 4.2 - re-election of Mr R Havenstein as a member of the audit and risk committee

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	99.8%	0.2%	0.1%

Ordinary resolution number 4.3 - re-election of Ms T E Kgosi as a member of the audit and risk committee

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	99.5%	0.5%	0.1%

Ordinary resolution number 4.4 - re-election of Mr A R Martin as a member of the audit and risk committee

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	100.0%	0.0%	0.1%

Ordinary resolution number 5 - approval of the group's remuneration policy

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
336 886 274	84.7%	59.9%	40.1%	2.8%

Ordinary resolution number 6 - approval of non-executive directors' remuneration paid for the year ended 30 June 2014

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	99.7%	0.3%	0.1%

Ordinary resolution number 7 - approval of the issue of authorised but unissued ordinary shares

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	97.6%	2.4%	0.1%

Ordinary resolution number 8 - approval of changes to the Northam share incentive plan

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	99.9%	0.1%	0.1%

Special resolution number 1 - approval of non-executive directors' remuneration for the year ending 30 June 2015

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	99.9%	0.1%	0.1%

Special resolution number 2 - approval of financial assistance to subsidiary companies

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 831 161	87.5%	100.0%	0.0%	0.1%

Special resolution number 3 - approval of general authority to repurchase issued shares

Shares Voted (number of shares and percentage of total issued share capital)		For	Against	Abstained (a percentage of the total issued share capital)
347 705 557	87.5%	71.5%	28.5%	0.1%

Notes

• Percentages of shares voted are calculated in relation to the total issued share capital of Northam
• Percentage of shares for and against are calculated in relation to the total number of shares voted at the AGM
• Abstentions are calculated as a percentage in relation to the total issued share capital of Northam

Johannesburg
6 November 2014

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