To view the PDF file, sign up for a MySharenet subscription.

ADCOCK INGRAM HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 24/11/2014 17:30
Code(s): AIP     PDF:  
Wrap Text
Results of Annual 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”)

RESULTS OF THE ANNUAL GENERAL MEETING

Adcock Ingram shareholders are advised that at the annual general meeting of Adcock Ingram shareholders (“Annual General
Meeting”) held on Friday, 21 November 2014 (in terms of the notice of the Annual General Meeting distributed to Adcock Ingram
shareholders on Thursday, 23 October 2014), all of the resolutions tabled were passed by the requisite majority of votes.

    -    Total number of issued ordinary shares in the share capital of Adcock Ingram (“Total Issued Ordinary Share Capital”):
         201 589 009, being 175 644 748 Ordinary Shares; 19 458 196 “A” Ordinary Shares; and 6 486 065 “B” Ordinary Shares. The
         “A” Ordinary Shares and “B” Ordinary Shares are entitled to vote.
    -    Total number of votable ordinary shares in the capital of Adcock Ingram: 194 732 846 (net of 6 856 163 Treasury Shares but
         including the “A” Ordinary Shares and the “B” Ordinary Shares (“Total Votable Ordinary Shares”)
    -    Total number of issued ordinary shares in the share capital of Adcock Ingram which were present/represented at the
         Annual General Meeting: 164 155 297 (being 81.43% of the Total Issued Ordinary Share Capital and 84.30% of the Total
         Votable Ordinary Shares)

Details of the results of the voting at the Annual General Meeting in respect of the resolutions are as follows:

Ordinary Resolution 1.1
Elect as a director of the Company Mr B Joffe, who retires in terms of article 15.5 of the Company’s Memorandum of Incorporation
    (1)                           (1)                       (1)                   (2)                      (3)                 (4)
For                       Against              Shares voted         Abstentions               Shares voted       Shares voted
164 146 013, being        8 251, being         164 154 264,         1 033, being              164 154 264, being 164 154 264,
99.99%                    0.005%               being 100.00%        0.00051%                  84.297%            being 81.43%

Ordinary Resolution 1.2
Elect as a director of the Company Mr MI Sacks, who retires in terms of article 15.5 of the Company’s Memorandum of Incorporation
    (1)                           (1)                      (1)                   (2)                       (3)                (4)
For                       Against            Shares voted          Abstentions                Shares voted       Shares voted
164 154 264, being        0, being 0.00%     164 154 264,          1 033, being               164 154 264, being 164 154 264,
100.00%                                      being 100.00%         0.00051%                   84.297%            being 81.43%

Ordinary Resolution 1.3
Elect as a director of the Company Dr T Lesoli, who retires in terms of article 17.1 of the Company’s Memorandum of Incorporation
    (1)                           (1)                        (1)                   (2)                      (3)                 (4)
For                       Against              Shares voted          Abstentions               Shares voted       Shares voted
164 154 264, being        0, being 0.00%       164 154 264,          1 033, being              164 154 264, being 164 154 264,
100.00%                                        being 100.00%         0.00051%                  84.297%            being 81.43%

Ordinary Resolution 1.4
Elect as a director of the Company Prof M Haus, who retires in terms of article 17.1 of the Company’s Memorandum of
Incorporation
    (1)                           (1)                     (1)                    (2)                       (3)                (4)
For                       Against            Shares voted          Abstentions                Shares voted       Shares voted
164 154 264, being        0, being 0 00%     164 154 264,          1 033, being               164 154 264, being 164 154 264,
100,00%                                      being 100.00%         0.00051%                   84.297%            being 81.43%

Ordinary Resolution 2
Ratify the appointment of Mr KB Wakeford as Chief Executive Officer and Executive Director of the Company
    (1)                        (1)                       (1)                  (2)                      (3)                       (4)
For                    Against             Shares voted          Abstentions              Shares voted             Shares voted
164 154 264, being     0, being 0 00%      164 154 264,          1 033, being             164 154 264, being       164 154 264,
100,00%                                    being 100.00%         0.00051%                 84.297%                  being 81.43%
Ordinary Resolution 3.1
Elect Mr MI Sacks as a member of the Audit Committee of the Company
    (1)                         (1)                      (1)                (2)                          (3)                     (4)
For                     Against             Shares voted       Abstentions                  Shares voted           Shares voted
164 154 264, being      0, being 0,00%      164 154 264,       1 033, being                 164 154 264, being     164 154 264,
100.00%                                     being 100.00%      0.00051%                     84.297%                being 81.43%

Ordinary Resolution 3.2
Elect Prof M Haus as a member of the Audit Committee of the Company
    (1)                         (1)                      (1)                (2)                          (3)                     (4)
For                     Against             Shares voted       Abstentions                  Shares voted           Shares voted
163 856 374, being      297,890, being      164 154 264,       1 033, being                 164 154 264, being     164 154 264,
99.81853%               0,18147%            being 100.00%      0.00051%                     84.297%                being 81.43%

Ordinary Resolution 3.3
Elect Mr R Morar as a member of the Audit Committee of the Company
    (1)                        (1)                       (1)               (2)                           (3)                     (4)
For                    Against              Shares voted       Abstentions                  Shares voted           Shares voted
159 745 253, being     4 048 996, being     163.794.249,       361 048 being                163 794 249, being     163 794 249,
97.52800%              2.47200%             being 100.00%      0.1791%                      84.112%                being 81.252%

Ordinary Resolution 3.4
Elect Dr RI Stewart as a member of the Audit Committee of the Company
    (1)                          (1)                       (1)                (2)                        (3)                     (4)
For                      Against              Shares voted       Abstentions                Shares voted           Shares voted
163 856 374, being       297.890, being       164 154 264,       1 033, being               164 154 264, being     164 154 264,
99.81853%                0.18147%             being 100.00%      0.00051%                   84.297%                being 81.43%

Ordinary Resolution 4
Reappoint Ernst & Young as independent external auditors of the Company for the ensuing year (the designated auditor being Mr
WK Kinnear) and to note the remuneration of the independent external auditors
    (1)                       (1)                        (1)                  (2)                     (3)                    (4)
For                   Against              Shares voted          Abstentions             Shares voted           Shares voted
164 154 264, being    0, being 0.00%       164 154 264,          1 033, being            164 154 264, being     164 154 264,
100.00%                                    being 100.00%         0.00051%                84.297%                being 81.43%

Ordinary Resolution 5
Authorise any one director or the Company Secretary to do all such things and sign all such documents deemed necessary or
advisable to implement all the resolutions adopted at the Annual General Meeting
    (1)                         (1)                        (1)                 (2)                        (3)                 (4)
For                    Against                Shares voted        Abstentions                Shares voted        Shares voted
163 856 374, being     0, being 0.00%         163 856 374,        298 923, being             163 856 374, being  163 856 374,
100.00%                                       being 100.00%       0.14828%                   84.14%              being 81.282%

Ordinary Resolution 6
Endorse by way of a non-binding advisory vote, the Company’s remuneration policy
    (1)                        (1)                       (1)                (2)                           (3)                    (4)
For                    Against              Shares voted        Abstentions                 Shares voted           Shares voted
151 473 652, being     12 320 597, being    163 794 249,        361 048, being              163 794 249, being     163 794 249,
92.47800%              7.52200%             being 100.00%       0.1791%                     84.11%                 being 81.25%

Special Resolution 1
Authorise the Company to provide inter-company financial assistance as contemplated in section 45 of the Companies Act, 71 of
2008 to any of the recipients falling within the categories identified in the Notice of Annual General Meeting
    (1)                          (1)                          (1)                   (2)                      (3)                (4)
For                     Against                 Shares voted           Abstentions              Shares voted       Shares voted
156 805 952, being      7 369 312, being        164 175 264,           1 033, being             164,175,264, being 164,175,264,
95.51131%               4.48869%                being 100.00%          0.00051%                 84.31%             being 81.441%
Special Resolution 2
Sanction the proposed remuneration payable to non-executive directors
    (1)                           (1)                          (1)                  (2)                        (3)                    (4)
For                       Against                Shares voted          Abstentions               Shares voted            Shares voted
155 656 088, being        7 170 534, being       162 826 622,          1 328 675, being          162 826 622, being      162 826 622,
95.59622%                 4.40378%               being 100.00%         0.6591%                   83.62%                  being 80.772%
Notes:
      (1) The votes carried for and against each individual resolution are disclosed as a percentage in relation to the total number of
          Adcock Ingram ordinary shares voted (whether in person or by proxy) in respect of such individual resolution at the Annual
          General Meeting.
      (2) The total number of Adcock Ingram ordinary shares abstained in respect of each individual resolution (whether in person or
          by proxy) is disclosed as a percentage in relation to the Total Issued Ordinary Share Capital.
      (3) The total number of Adcock Ingram ordinary shares voted (whether in person or by proxy) at the Annual General Meeting in
          respect of each individual resolution is disclosed as a percentage in relation to the Total Votable Ordinary Shares.
      (4) The total number of Adcock Ingram ordinary shares voted (whether in person or by proxy) at the Annual General Meeting in
          respect of each individual resolution is disclosed as a percentage in relation to the Total Issued Ordinary Share Capital.

Midrand
24 November 2014

Sponsor: Deutsche Securities (SA) Proprietary Limited

Date: 24/11/2014 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story