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Results of annual general meeting and changes to the board
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
(“Adcock” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting (“AGM”) held today, 24 November 2016, convened in terms of the notice of 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, save for the special resolution
number 3:
Votes carried disclosed as a Shares abstained
percentage in relation to the total Shares voted disclosed as a
number of shares voted at the disclosed as a percentage in
meeting Number of percentage in relation to the total
shares voted relation to the total issued share capital*
issued share capital*
Resolutions
For Against
Ordinary Resolution 1
To re-elect the following Non-Executive Director who
retires in terms of the Memorandum Of Incorporation
(MOI) and makes herself available for re-election:
1.1 Dr A Mokgokong 99.97081% 0.02919% 148 280 429 84.37102% 0.01817%
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) 99.99987% 0.00013% 148 280 429 84.37102% 0.01817%
2.2 Prof M Haus 99.89054% 0.10946% 148 280 399 84.37101% 0.01819%
2.3 Dr R Stewart 99.89054% 0.10946% 148 280 399 84.37101% 0.01819%
Ordinary Resolution 3
To ratify, by way of separate resolutions, the appointment
by the Board of the following Executive Directors:
3.1 Ms D Neethling as Chief Financial Officer and
Executive Director 100 00000% 0.00000% 148 280 399 84.37101% 0.01819%
3.2 Ms BJ Letsoalo as Executive Director: Human Capital
and Transformation 99.99997% 0.00003% 148 279 649 84.37058% 0.01862%
Ordinary Resolution 4
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 99.99998% 0.00002% 148 279 879 84.37071% 0.01849%
the independent external auditors as determined by the
Audit Committee.
Ordinary Resolution 5
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 99.99986% 0.00014% 147 849 658 84.12592% 0.26328%
implement all the resolutions tabled and approved at this
AGM.
Ordinary Resolution 6
To endorse by way of a non-binding vote the Company’s
remuneration policy (excluding the remuneration of the
Non-Executive Directors and the members of Board 67.62134% 32.37866% 148 279 849 84.37069% 0.01850%
committees for their services as directors and members of
committees).
Special Resolution 1
To approve the Company to provide financial assistance to
related and inter-related parties as contemplated in section 99.99877% 0.00123% 148 280 429 84.37102% 0.01817%
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 96.01016% 3.98984% 148 279 679 84.37060% 0.01860%
with effect from 1 December 2016 until the next AGM as
set out in the notice of this AGM.
Special Resolution 3
To approve a general authority to repurchase the
Company’s shares subject to the provisions of the JSE 73.34777% 26.65223% 148 280 399 84.37101% 0.01819%
Listings Requirements and the Companies Act as set out in
the notice of this AGM.
Special Resolution 4
To approve the proposed amendments to the MOI of the
Company as set out in the notice of this AGM. 99.48681% 0.51319% 148 279 399 84.37044% 0.01876%
*Total issued share capital is 175,748,048.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
CHANGES TO THE BOARD
In accordance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised that Dr Claudia Manning and Mr Lindsay Ralphs have been
appointed as Non-Executive Directors on the Adcock Board of Directors effective immediately.
Chairman, Mr Clifford Raphiri commented:
“On behalf of the Board, I welcome Dr Manning to the Board of Directors and look forward to her bringing fresh strategic insights to our Board. Mr Ralphs needs no
introduction as he has previously served on this Board. I also extend a warm welcome to him”
Dr Claudia Manning
Dr Manning is a business leader with a Doctorate in multi-disciplinary development studies at the University of Sussex in the United Kingdom and has experience across
various fields, including at Development Bank of Southern Africa (DBSA) and Department of Trade and Industries (DTI). She is also a Non-Executive Director at Basil Read
Holdings, Mondi Zimele Proprietary Limited, Sangena Investment Proprietary Limited and MSC Educational Holdings.
Mr Lindsay Ralphs
Mr Ralphs completed his studies at the University of the Witwatersrand graduating with a BCom degree and a BAcc degree. He qualified as a chartered accountant in
1981. He was appointed a Director of the Bidvest Group Limited in May 1992. He is a Director of numerous Bidvest subsidiaries, Chairman of the Bidvest South Africa
divisions and Chairman of Bidvest Namibia. During his Bidvest career he has been Group Operations Director, Managing Director of Bidvest Steiner and was responsible
for forming the Bidvest Services division in 1994. In February 2011, Mr Ralphs was appointed as CEO of Bidvest South Africa and in May 2016 was appointed CEO of The
Bidvest Group Limited after the unbundling of The Bidvest Food Division (BidCorp).
Mr Roshan Morar
Mr Morar retired by rotation in accordance with the Company’s MOI and was eligible and suitable for re-election but has decided not to offer himself for re-election.
The Board wishes both Dr Manning and Mr Ralphs well in their respective new roles as well as Mr Morar in his future endeavours.
Johannesburg
24 November 2016
Sponsor
Rand Merchant Bank (a Division of FirstRand Bank Limited)
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