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ADCOCK INGRAM HOLDINGS LIMITED - Notice of Extraordinary General Meeting

Release Date: 13/02/2014 17:36
Code(s): AIP     PDF:  
Wrap Text
Notice of Extraordinary General Meeting

Adcock Ingram Holdings Limited
(Registration number 2007/016236/06)
(Incorporated in the Republic of South Africa)
Share code: AIP
ISIN: ZAE000123436
(“Adcock Ingram” or the “Company”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Circular and Notice of Extraordinary General Meeting

    Adcock Ingram shareholders are advised that a circular relating to the remuneration payable to non-executive
    directors of the Company for their services as directors for the period 1 February 2013 to 31 January 2014 and for
    the period from 1 February 2014, has been distributed to Adcock Ingram shareholders today, 13 February 2014 (“the
    Circular”). The Circular incorporates a notice (“the EGM Notice”) convening a general meeting of Adcock Ingram
    shareholders (subject to any adjournment, postponement or cancellation thereof) (“the Extraordinary General
    Meeting”) to consider and, if deemed fit, approve the special resolutions in the notice convening such meeting.

    The EGM Notice provides that the Extraordinary General Meeting of Voting Members (as defined in the Circular)
    will, subject to any cancellation or postponement of the meeting by Adcock Ingram, be convened and held in the
    auditorium at Adcock Ingram’s office, 1 New Road, Midrand, Gauteng, South Africa commencing at 11h00 on
    Wednesday, 19 March 2014 to consider and, if deemed fit, to approve special resolutions which are proposed to
    sanction, in accordance with sections 66(8) and (9) of the Companies Act, 71 of 2008, as amended -
    *    the payment now of remuneration to non-executive directors of the Company who were in office during the
         period 1 February 2013 to 31 January 2014 for their services as directors in respect of that period, as set out in
         the Circular; and
    *    the payment of remuneration to non-executive directors of the Company in office from 1 February 2014 for
         their services as directors in respect of the period from 1 February 2014, as set out in the Circular.


2. Salient Dates and Times

                                                                                                               2014
Record date to determine which Adcock Ingram shareholders are entitled to
receive the Circular                                                                              Friday, 7 February

Circular issued to Adcock Ingram shareholders and notice convening the
Extraordinary General Meeting announced on the Stock Exchange News Service of
the JSE Limited (“JSE”) on                                                                    Thursday, 13 February

Notice convening the Extraordinary General Meeting announced in the
South African press on                                                                           Friday, 14 February

Last day to trade Adcock Ingram shares on the JSE in order to be recorded in the
Register (as defined in the Circular) on the voting record date in order to be eligible
to vote at the Extraordinary General Meeting (see note 1 below) on                                  Friday, 7 March
Voting record date on which Adcock Ingram Shareholders must be recorded in
the Register in order to vote at the Extraordinary General Meeting
(see note 2 below) on                                                                          Friday, 14 March

Last date and time to lodge forms of proxy for the Extraordinary General Meeting
with the transfer secretaries of the Company by 11h00 (see note 3 below) on                  Monday, 17 March

Extraordinary General Meeting to be held at 11h00 on                                      Wednesday, 19 March

Results of Extraordinary General Meeting released on SENS on                              Wednesday, 19 March

Results of Extraordinary General Meeting published in the
South African press on                                                                      Thursday, 20 March

Notes:
1. The above dates and times are subject to such changes as may be agreed by Adcock Ingram (and to the extent
   necessary, the JSE and other relevant regulatory authorities).
2. Adcock Ingram shareholders should note that, as trade in Adcock Ingram ordinary shares on the JSE is settled in the
   electronic settlement system used by Strate, settlement of trades takes place five business days after the date of
   such trades. Therefore, persons who acquire Adcock Ingram ordinary shares on the JSE after Friday, 7 March 2014,
   being the last day to trade in Adcock Ingram ordinary shares so as to be recorded in the Register on the voting
   record date, will not be entitled to vote at the Extraordinary General Meeting.
3. Forms of proxy may also be handed to the chairperson of the Extraordinary General Meeting up to 10 minutes
   before that meeting (including any postponed or adjourned meeting) is due to commence.


Midrand
13 February 2014

Sponsor                                                        Legal Adviser
Deutsche Securities (SA) Proprietary Limited                   Read Hope Phillips Thomas & Cadman Incorporated

Date: 13/02/2014 05:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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