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Report on Annual General Meeting proceedings
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) (“Aspen Holdings”)
Registration number: 1985/002935/06
Share code: APN
ISIN: ZAE000066692
LEI: 635400ZYSN1IRD5QWQ94
and its subsidiaries (collectively “Aspen” or “the Group”)
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS
Shareholders are advised that, at the Annual General Meeting (“AGM”) of members held on Thursday,
8 December 2022, a total of 336 222 144 or 75,34% of issued shares (446 252 332) were voted. All
ordinary and special resolutions were passed by the requisite majority votes, except for the non-binding
advisory vote relating to the endorsement of the implementation report. The full voting statistics from this
AGM are confirmed to be as follows:
1 Ordinary resolution number 1: Presentation and adoption of Annual Financial Statements
For Against Abstain Shares voted
335 169 995 1 588 1 050 561 335 171 583
100,00% 0,00% 0,24% 75,11%
2 Ordinary resolution number 2: Presentation and noting of the Social & Ethics Committee
Report
For Against Abstain Shares voted
334 932 980 240 541 1 048 623 335 173 521
99,93% 0,07% 0,23% 75,11%
3 Ordinary resolution number 3.1: Re-election of Kuseni Dlamini retiring by rotation and available
for re-election
For Against Abstain Shares voted
288 739 069 47 264 510 218 565 336 003 579
85,93% 14,07% 0,05% 75,29%
4 Ordinary resolution number 3.2: Re-election of Linda de Beer retiring by rotation and available for
re-election
For Against Abstain Shares voted
316 060 625 19 945 588 215 931 336 006 213
94,06% 5,94% 0,05% 75,30%
5 Ordinary resolution number 3.3: Re-election of Chris Mortimer retiring by rotation and available
for re-election
For Against Abstain Shares voted
305 598 715 30 404 426 219 003 336 003 141
90,95% 9,05% 0,05% 75,29%
6 Ordinary resolution number 3.4: Re-election of Yvonne Muthien retiring by rotation and
available for re-election
For Against Abstain Shares voted
334 242 987 1 760 154 219 003 336 003 141
99,48% 0,52% 0,05% 75,29%
7 Ordinary resolution number 3.5: Re-election of David Redfern retiring by rotation and available for
re-election
For Against Abstain Shares voted
333 032 459 2 970 690 218 995 336 003 149
99,12% 0,88% 0,05% 75,29%
8 Ordinary resolution number 4: Reappointment of Ernst & Young Inc. as independent external
auditors
For Against Abstain Shares voted
335 995 450 10 370 216 324 336 005 820
100,00% 0,00% 0,05% 75,30%
9 Ordinary resolution number 5.1: Election of Linda de Beer as a member of the Audit & Risk
Committee
For Against Abstain Shares voted
333 758 452 2 245 679 218 013 336 004 131
99,33% 0,67% 0,05% 75,29%
10 Ordinary resolution number 5.2: Election of Ben Kruger as a member of the Audit & Risk
Committee
For Against Abstain Shares voted
333 414 582 2 590 674 216 888 336 005 256
99,23% 0,77% 0,05% 75,29%
11 Ordinary resolution number 5.3: Election of Babalwa Ngonyama as a member of the Audit &
Risk Committee
For Against Abstain Shares voted
333 200 015 2 803 679 218 450 336 003 694
99,17% 0,83% 0,05% 75,29%
12 Ordinary resolution number 6: Unissued shares placed under the control of directors (5%)
For Against Abstain Shares voted
307 542 529 28 461 602 218 013 336 004 131
91,53% 8,47% 0,05% 75,29%
13 Ordinary resolution number 7: General but restricted authority for the directors to issue shares
for cash (5%)
For Against Abstain Shares voted
304 284 371 31 720 070 217 703 336 004 441
90,56% 9,44% 0,05% 75,29%
14 Ordinary resolution number 8: Authorisation for an Executive Director to sign necessary
documents
For Against Abstain Shares voted
335 867 253 136 635 218 256 336 003 888
99,96% 0,04% 0,05% 75,29%
15 Non-binding advisory resolution number 1: Endorsement of the remuneration policy by way of a
non-binding advisory vote
For Against Abstain Shares voted
310 581 922 25 421 349 218 873 336 003 271
92,43% 7,57% 0,05% 75,29%
16 Non-binding advisory resolution number 2: Remuneration implementation report
For Against Abstain Shares voted
231 439 198 104 564 565 218 381 336 003 763
68,88% 31,12% 0,05% 75,29%
17 Special resolution number 1.1a: Remuneration of non-executive directors – Chairman
For Against Abstain Shares voted
334 948 749 1 042 738 230 657 335 991 487
99,69% 0,31% 0,05% 75,29%
18 Special resolution number 1.1b: Remuneration of non-executive directors – Board Member
For Against Abstain Shares voted
335 603 631 387 856 230 657 335 991 487
99,88% 0,12% 0,05% 75,29%
19 Special resolution number 1.2a: Remuneration of non-executive directors – Audit & Risk
Committee Chairman
For Against Abstain Shares voted
335 604 981 385 804 231 359 335 990 785
99,89% 0,11% 0,05% 75,29%
20 Special resolution number 1.2b: Remuneration of non-executive directors – Audit & Risk
Committee Member
For Against Abstain Shares voted
335 604 981 386 506 230 657 335 991 487
99,88% 0,12% 0,05% 75,29%
21 Special resolution number 1.3a: Remuneration of non-executive directors – Remuneration &
Nomination Committee Chairman
For Against Abstain Shares voted
335 604 183 387 304 230 657 335 991 487
99,88% 0,12% 0,05% 75,29%
22 Special resolution number 1.3b: Remuneration of non-executive directors – Remuneration &
Nomination Committee Member
For Against Abstain Shares voted
335 603 481 388 006 230 657 335 991 487
99,88% 0,12% 0,05% 75,29%
23 Special resolution number 1.4a: Remuneration of non-executive directors – Social & Ethics
Committee Chairman
For Against Abstain Shares voted
335 603 481 388 904 229 759 335 992 385
99,88% 0,12% 0,05% 75,29%
24 Special resolution number 1.4b: Remuneration of non-executive directors – Social & Ethics
Committee Member
For Against Abstain Shares voted
335 603 481 389 606 229 057 335 993 087
99,88% 0,12% 0,05% 75,29%
25 Special resolution number 2: Financial assistance to related or inter-related company
For Against Abstain Shares voted
321 642 716 14 364 025 215 403 336 006 741
95,73% 4,27% 0,05% 75,30%
26 Special resolution number 3: General authority to repurchase shares
For Against Abstain Shares voted
325 247 278 10 745 664 229 202 335 992 942
96,80% 3,20% 0,05% 75,29%
In view of the dissenting votes received in respect of the non-binding advisory vote on the remuneration
implementation report (item 16 above – Non-binding advisory resolution number 2), the company invites
shareholders who voted against this non-binding advisory vote to either confirm that further engagement
about these aspects is sought or to make written submissions regarding their concerns on these aspects to
the Company Secretary, Riaan Verster (rverster@aspenpharma.com), by close of business on Friday, 27
January 2023. Meetings with these dissenting shareholders will be arranged, as appropriate, thereafter.
Durban
08 December 2022
Sponsor
Investec Bank Limited
Date: 08-12-2022 05:00:00
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