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Results of annual general meeting and changes to the board of directors
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
(“Adcock Ingram” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting (“AGM”) held yesterday, 23 November 2017, convened in terms of the notice of the AGM forming part of the
integrated report, all the ordinary and special resolutions proposed at the AGM were passed by the requisite majority of votes, as follows:
Votes carried disclosed as a Number of Shares voted Shares abstained
percentage in relation to the total shares voted disclosed as a disclosed as a
number of shares voted at the percentage in percentage in
meeting relation to the total relation to the total
issued share capital* issued share capital*
Resolutions For Against
Ordinary Resolution 1
To elect the following Non-Executive Director who retires
in terms of the Memorandum Of Incorporation (MOI) and
makes themselves available for re-election by way of
separate resolutions:
1.1 Dr C Manning 100.00% 0.00% 155 566 293 88.52% 0.03%
1.2 Mr L Ralphs 100.00% 0.00% 155 566 293 88.52% 0.03%
1.3 Ms L Boyce 100.00% 0.00% 155 566 293 88.52% 0.03%
1.4 Ms J John 99.93% 0.07% 155 566 293 88.52% 0.03%
Ordinary Resolution 2
To re-elect the following Non-Executive Directors as Audit
Committee members by way of separate resolutions:
2.1 Mr M Sacks (Chairman) 99.83% 0.17% 155 566 293 88.52% 0.03%
2.2 Prof M Haus 99.83% 0.17% 155 566 293 88.52% 0.03%
2.3 Dr R Stewart 99.57% 0.43% 155 566 293 88.52% 0.03%
2.4 Ms L Boyce 100.00% 0.00% 155 566 293 88.52% 0.03%
2.5 Ms J John 100.00% 0.00% 155 566 293 88.52% 0.03%
Ordinary Resolution 3
To re-appoint EY as the independent external auditors of
the Company for the ensuing year (the designated auditor
being Mr Dave Cathrall) and to note the remuneration of 100.00% 0.00% 155 566 293 88.52% 0.03%
the independent external auditors as determined by the
Audit Committee.
Ordinary Resolution 4
To authorise any one director of the Company or the
Company Secretary to do all such things and sign all such
documents (including any amendments thereto) to
implement all the resolutions tabled and approved at this
AGM. 99.83% 0.17% 155 566 230 88.52% 0.03%
Ordinary Resolution 5
To endorse by way of a non-binding vote the Company’s
remuneration policy (excluding the remuneration of the 65.11% 34.89% 155 542 828 88.50% 0.05%
Non-Executive Directors for their services as directors and
members of committees).
Ordinary Resolution 6
To endorse, by way of a non-binding advisory vote, the
Company and Group’s remuneration implementation
report. 66.38% 33.62% 155 542 843 88.50% 0.05%
Special Resolution 1
To approve the Company to provide financial assistance to
related and inter-related parties as contemplated in section 99.51% 0.49% 155 565 853 88.52% 0.03%
45 of the Companies Act to any of the recipients falling
within those identified in the notice of this AGM.
Special Resolution 2
To approve the proposed fees and remuneration payable
to non-executive directors for their services as directors 95.77% 4.23% 155 565 853 88.52% 0.03%
with effect from 1 December 2017 until the next AGM as
set out in the notice of this AGM.
Special Resolution 3
To approve the proposed fees and remuneration payable
to non-executive directors who were/are members of the
Acquisitions Committee, for their services as members of 99.51% 0.49% 155 565 843 88.52% 0.03%
this Committee with effect from April 2015 until 30
November 2017 in accordance with the proposed
remuneration as set out in the notice of the AGM.
*Total issued share capital is 175,748,048.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
REMUNERATION POLICY AND IMPLEMENTATION REPORT
The remuneration policy and the implementation report were both voted against by shareholders exercising 25% or more of the voting rights exercised. In accordance
with paragraph 3.91 of the JSE Limited Listings Requirements, the Company now invites those shareholders who voted against the remuneration policy and the
implementation report (“dissenting shareholders”) to engage with the Company and to raise any questions or concerns they might have. Submissions should please be
emailed to the Company Secretary, at ntando.simelane@adcock.com, by no later 28 February 2018. Should dissenting shareholders wish to engage with the Company in
person they may likewise email the Company Secretary with their request.
CHANGES TO THE BOARD
In accordance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised that Ms Nompumelelo Madisa has been appointed as Non?
Executive Director on the Adcock Board of Directors with effect from 23 November 2017. In addition to being a member of the Board, Ms Madisa will also serve as a
member of the Acquisitions Committee.
Chairman, Mr Clifford Raphiri commented:
“On behalf of the Board, I welcome Ms Madisa to the Board of Directors and look forward to her bringing fresh strategic insights to our Board.”
Ms Nompumelelo Madisa
Ms Madisa is a business executive with a Master’s Degree in Finance and Investment from the University of the Witwatersrand. She is an Executive Director at the Bidvest
Group Limited and a member of various of its Board Committees. Ms Madisa is also a Director of numerous Bidvest subsidiaries. She has held various senior positions
within the Bidvest Group of companies since 2008 and also has experience in the public sector.
The Board wishes Ms Madisa well in her new roles at Adcock.
Johannesburg
24 November 2017
Sponsor
Rand Merchant Bank (a Division of FirstRand Bank Limited)
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