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Results of the 85th Annual General Meeting

10 December 2018

The shareholders of ARM ("Shareholders") are advised that at the annual general meeting of Shareholders ("Annual General Meeting") held on Friday, 7 December 2018, in terms of the notice of Annual General Meeting distributed to Shareholders on 30 October 2018, all of the resolutions tabled were passed by the requisite majority of votes cast by Shareholders present in person or represented by proxy.

As at Friday, 30 November 2018, being the voting record date ("Voting Record Date"), the total issued share capital of ARM was 220 365 903 ("Issued Shares") and the total number of votable shares was 191 751 163 ("Votable Shares"). The number of ARM shares voted in person or by proxy at the Annual General Meeting was 167 103 542 shares, representing 75.83 of the Issued Shares and 87.15 of the Votable Shares.

The voting results were as follows:

RESOLUTION
SHARES VOTED FOR(%)* SHARES VOTED AGAINST (%)* NUMBER
OF
SHARES VOTED
SHARES VOTED AS A PERCENT OF
ISSUED
SHARES (%)**
SHARES ABSTAINED AS A PERCENT OF ISSUED SHARES (%)**
Ordinary resolution number 1
Re-election of Dr M M M Bakane-Tuoane as a Director
83.62 16.38 167 103 542 75.83 0.00
Ordinary resolution number 2
Re-election of Mr A D Botha as a Director
98.96 1.04 167 103 542 75.83 0.00
Ordinary resolution number 3
Re-election of Mr T A Boardman as a Director
99.51 0.49 167 103 542 75.83 0.00
Ordinary resolution number 4
Re-election of Mr W M Gule as a Director
86.37 13.63 167 103 542 75.83 0.00
Ordinary resolution number 5
Re-election of Mr A K Maditsi as a Director
85.67 14.33 166 184 339 75.41 0.42
Ordinary resolution number 6
Election of Ms A M Mukhuba as a Director
96.13 3.87 167 103 542 75.83 0.00
Ordinary resolution number 7
Re-appointment of Ernst & Young Inc. as external auditor and re-appointment of Mr L I N Tomlinson as the person designated to act on behalf of the external auditor
90.49 9.51 167 103 542 75.83 0.00
Ordinary resolution number 8
Election of Audit and Risk Committee Members
 
Ordinary resolution number 8.1
Mr T A Boardman
100.00 0.00 167 103 542 75.83 0.00
Ordinary resolution number 8.2
Dr M M M Bakane-Tuoane
83.93 16.07 167 103 542 75.83 0.00
Ordinary resolution number 8.3
Mr A D Botha
97.26 2.74 167 103 542 75.83 0.00
Ordinary resolution number 8.4
Mr A K Maditsi
83.83 16.17 166 184 339 75.41 0.42
Ordinary resolution number 8.5
Mr J P Möller
100.00 0.00 167 103 542 75.83 0.00
Ordinary resolution number 8.6
Dr R V Simelane
83.53 16.47 169 103 542 75.83 0.00
Ordinary resolution number 9
Adoption of the 2018 Conditional Share Plan
99.15 0.85 166 184 339 75.41 0.42
Ordinary resolution number 10
Non-binding advisory vote on the Company's Remuneration Policy
89.58 10.42 166 145 153 75.40 0.43
Ordinary resolution number 11
Non-binding advisory vote on the Company's Remuneration Implementation Report
92.15 7.85 166 145 153 75.40 0.43
Ordinary resolution number 12
Placing control of the authorised but unissued Company shares in the hands of the Board
94.01 5.99 167 103 542 75.83 0.00
Ordinary resolution number 13
General authority to allot and issue shares for cash
90.73 9.27 167 103 542 75.83 0.00
Special resolution number 1
Annual retainer fees and per Board Meeting attendance fees for Non-Executive Directors
         
Special resolution number 1.1
Annual retainer fees for Non-Executive
Directors
95.83 4.17 167 103 542 75.83 0.00
Special resolution number 1.2
Per Board meeting attendance fees for Non-executive Directors
98.43 1.57 167 103 542 75.83 0.00
Special resolution number 2
Committee meeting attendance fees for Non-executive Directors
98.60 1.40 167 103 542 75.83 0.00
Special resolution number 3
Financial assistance – for subscription for securities
79.32 20.68 167 103 542 75.83 0.00
Special resolution number 4
Financial assistance – for related or inter-related companies
99.44 0.56 167 103 542 75.83 0.00
Special resolution number 5
Issue of shares in connection with the 2018 Conditional Share Plan
98.60 1.40 167 103 542 75.83 0.00
Special resolution number 6
General authority to repurchase shares
96.49 3.51 166 184 339 75.41 0.42

*Expressed as a percentage of the number of shares voted per resolution (rounded to the nearest two decimals).
**Expressed as a percentage of the Issued Shares as at the Voting Record Date (rounded to the nearest two decimals).

Sandton
10 December 2018

Sponsor: Investec Bank Limited

Investor Relations

Jongisa Magagula
Head of Investor Relations and Corporate Development

Tel: +27 (0) 11 779 1300
E-mail: jongisa.magagula@arm.co.za



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