24 Aug - 3 min read
Resolutions under section 249N of the corporations act
Resolutions under section 249N of the corporations act South32 Limited (Incorporated in Australia under the Corporations Act 2001 (Cth)) (ACN 093 732 597) ASX / LSE / JSE Share Code: S32 ADR: SOUHY ISIN: AU000000S320 south32.net 24 August 2021 RESOLUTIONS UNDER SECTION 249N OF THE CORPORATIONS ACT South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32), in accordance with ASX Listing Rule 3.17A, advises that two proposed resolutions have been requisitioned under section 249N of the Corporations Act for consideration at the 2021 Annual General Meeting of South32 Limited. The terms of the resolutions are set out in Attachment A. The proposed resolutions have been requisitioned by shareholders of South32 representing approximately 0.007% of the shares on issue. The South32 Notice of Annual General Meeting will be published in September and will include the requisitioned resolutions, and the requisitioners’ statements of support, as well as our Board’s response and voting recommendations. About us South32 is a globally diversified mining and metals company. Our purpose is to make a difference by developing natural resources, improving people’s lives now and for generations to come. We are trusted by our owners and partners to realise the potential of their resources. We produce bauxite, alumina, aluminium, metallurgical coal, manganese, nickel, silver, lead and zinc at our operations in Australia, Southern Africa and South America. With a focus on growing our base metals exposure, we also have two development options in North America and several partnerships with junior explorers around the world. Investor Relations Alex Volante Tom Gallop T +61 8 9324 9029 T +61 8 9324 9030 M +61 403 328 408 M +61 439 353 948 E Alex.Volante@south32.net E Tom.Gallop@south32.net Media Relations Miles Godfrey Jenny White M +61 415 325 906 T +44 20 7798 1773 E Miles.Godfrey@south32.net M +44 7900 046 758 E Jenny.White@south32.net Further information on South32 can be found at www.south32.net. Approved for release by Graham Kerr, Chief Executive Officer JSE Sponsor: UBS South Africa (Pty) Ltd 24 August 2021 Attachment A Resolution 1 - Special resolution to amend our company’s constitution To insert into our company’s constitution the following new clause 7.6 (l): Member resolutions at general meeting The Members in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to an issue of material relevance to the company or the company’s business and cannot either advocate action which would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company. Resolution 2 - Ordinary resolution on climate-related lobbying Shareholders request that our company strengthen its review of industry associations to ensure that it identifies areas of inconsistency with the Paris Agreement. Where an industry association’s record of advocacy is, on balance, inconsistent with the Paris Agreement’s goals, shareholders recommend that our company suspend membership, for a period deemed suitable by the Board. Nothing in this resolution should be read as limiting the Board’s discretion to take decisions in the best interests of our company. Date: 24-08-2021 08:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.