Result of AGM & Appointment of New Chairman
Caledonia Mining Corporation Plc held its annual general meeting where 56.47% of outstanding voting shares were represented, and all proposed resolutions to re-elect directors, reappoint auditors BDO South Africa Inc, and confirm audit committee members were passed with significant shareholder support, ranging from 88.09% to 99.34% for director re-elections. Following the AGM, July Ndlovu was appointed as the new Chairman, succeeding Mr. Kelly as part of a planned succession, and Nick Clarke stepped down from the Board after contributing since 2019.
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St Helier, May 5, 2026: Caledonia Mining Corporation Plc ("the Company") announces the results of its annual general meeting of shareholders (the "AGM") held at St Helier, Jersey today, and the appointment by the board of directors (the "Board") of a new chairman of the Board (the "Chairman").
The total number of shareholders present in person or by proxy at the AGM was 103, representing 56.47% of the Company's outstanding voting shares.
The table below shows the proxy votes received on resolutions 1(a) to 1(i), which were duly passed by a show of hands, to reappoint the nominees proposed for re-election as directors:
| Nominee | Vote type | Voted | % |
|---|---|---|---|
| Mark Learmonth | For | 8,836,458 | 99.34% |
| Against | 58,660 | 0.66% | |
| Abstain | 8,029 | ||
| John Kelly | For | 8,543,666 | 96.05% |
| Against | 351,060 | 3.95% | |
| Abstain | 8,421 | ||
| Geralda Wildschutt | For | 7,842,949 | 88.21% |
| Against | 1,048,033 | 11.79% | |
| Abstain | 12,165 | ||
| Gordon Wylie | For | 7,833,260 | 88.09% |
| Against | 1,059,027 | 11.91% | |
| Abstain | 10,860 | ||
| Victor Gapare | For | 8,697,533 | 97.81% |
| Against | 195,154 | 2.19% | |
| Abstain | 10,460 | ||
| Tariro Gadzikwa | For | 7,979,026 | 89.74% |
| Against | 911,768 | 10.26% | |
| Abstain | 12,353 | ||
| Stefan Buys | For | 8,722,326 | 98.09% |
| Against | 170,102 | 1.91% | |
| Abstain | 10,719 | ||
| Lesley Goldwasser | For | 7,952,490 | 89.45% |
| Against | 938,427 | 10.55% | |
| Abstain | 12,230 | ||
| July Ndlovu | For | 8,810,492 | 99.08% |
| Against | 82,191 | 0.92% | |
| Abstain | 10,464 |
Further resolutions 2 and 3 were also passed at the AGM so that:
- BDO South Africa Inc was reappointed as the auditor of the Company for the ensuing year and the directors were authorised to approve their remuneration; and
- Ms. Gadzikwa, Mr. Wylie, Ms. Wildschutt, and Ms. Goldwasser were reappointed as members of the Audit Committee.
Board Changes
As announced by the Company on April 30, 2026 in respect of an anticipated change of Chairman as part of the Board's succession plan, Mr Kelly stood down as Chairman and Mr Ndlovu was duly appointed by the Board as Chairman immediately following the AGM.
The Company also announces that Nick Clarke did not stand for re‑election as a director at the AGM and therefore left the Board with effect from the AGM.
Mr Clarke has made a valuable contribution to Caledonia during his time on the Board, bringing extensive technical expertise and industry experience, and providing insight and guidance as the Company continued to deliver at Blanket Mine and advance its growth strategy.
July Ndlovu, Chairman of Caledonia, said:
"On behalf of the Board and management team, I would like to thank Nick for his significant contribution to Caledonia since he joined the Board in 2019. His depth of mining experience and technical knowledge have been greatly valued, and his advice and support have been important to the Company over a number of years. We wish him all the very best for the future."
The full text of each resolution proposed at the AGM, together with explanatory notes, are set out in the notice of AGM and management information circular dated March 26, 2026 which are available on the Company's website at:
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.