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Report on proceedings at the annual general meeting and retirement of non-executive directors
LIFE HEALTHCARE GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/06)
ISIN: ZAE000145892
JSE and A2X share code: LHC
("Life Healthcare" or "the Company" or the "Group")
LIFE HEALTHCARE FUNDING LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2016/273566/06
LEI: 3789SJPQJZF8ZYXTZ394
Bond company code: LHFI
("Life Healthcare Funding")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND RETIREMENT OF NON-EXECUTIVE DIRECTORS
At the 19th annual general meeting ("AGM") of the shareholders of Life Healthcare held today, 22 February 2024,
all the proposed ordinary resolutions, except resolutions 5.1 and 5.2, were approved by the requisite majority of
votes. Shareholders were also informed that the Company withdrew special resolution number 2, the financial
assistance for the subscription of securities, as proposed in the Notice of AGM. Instead, the Company will rely on
the special resolution that was passed in 2023 in relation to financial assistance, and this special resolution of
2023 will endure until the AGM of the Company in 2025. Special resolutions 1 and 3 were approved by the
requisite majority of votes.
In this regard, Life Healthcare confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed Number of Shares voted Shares
as a percentage in shares voted disclosed as abstained
relation to the total a percentage disclosed as
number of shares in relation to a percentage
voted at the meeting the total in relation to
issued the total
shares* issued
For Against shares*
ORDINARY RESOLUTION NUMBER 1: 98,57% 1,43% 1 198 499 402 81,68% 0,16%
Re-appointment of independent external
auditors
ORDINARY RESOLUTION NUMBER 2.1: 100,00% 0,00% 1 198 499 402 81,68% 0,16%
Re-election of director – V Litlhakanyane
ORDINARY RESOLUTION NUMBER 2.2: 99,85% 0,15% 1 198 474 329 81,68% 0,16%
Re-election of director – C Henry
ORDINARY RESOLUTION NUMBER 2.3: 98,07% 1,93% 1 198 460 453 81,68% 0,16%
Re-election of director – M Jacobs
ORDINARY RESOLUTION NUMBER 2.4: 99,80% 0,20% 1 198 499 402 81,68% 0,16%
Re-election of director – P Moeketsi
ORDINARY RESOLUTION NUMBER 2.5: 99,86% 0,14% 1 198 499 402 81,68% 0,16%
Re-election of director – F Tonelli
ORDINARY RESOLUTION NUMBER 3.1: 100,00% 0,00% 1 198 499 402 81,68% 0,16%
Election of audit committee member – F
Tonelli (Chairman) (subject to re-election
as per 2.5)
ORDINARY RESOLUTION NUMBER 3.2: 100,00% 0,00% 1 198 474 329 81,68% 0,16%
Re-election of audit committee member
– C Henry
ORDINARY RESOLUTION NUMBER 3.3: 93,75% 6,25% 1 198 499 402 81,68% 0,16%
Re-election of audit committee member
– L Holmqvist
ORDINARY RESOLUTION NUMBER 3.4: 100,00% 0,00% 1 198 499 402 81,68% 0,16%
Election of audit committee member – P
Moeketsi (subject to re-election as per
2.4)
ORDINARY RESOLUTION NUMBER 4: 100,00% 0,00% 1 198 499 402 81,68% 0,16%
Authority to sign documents to give
effect to resolutions
ORDINARY RESOLUTION NUMBER 5.1: 47,45% 52,55% 1 198 474 329 81,68% 0,16%
Non-binding advisory vote on the
Remuneration Policy
ORDINARY RESOLUTION NUMBER 5.2: 49,56% 50,44% 1 187 815 200 80,95% 0,89%
Non-binding advisory vote on the
Implementation Report
SPECIAL RESOLUTION NUMBER 1.1: 98,13% 1,87% 1 198 499 402 81,68% 0,16%
Approval of the Chairman's' board fees
and the Board members' fees
SPECIAL RESOLUTION NUMBER 1.2: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Lead Independent Board
member fees
SPECIAL RESOLUTION NUMBER 1.3: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Audit Committee
Chairman's fees and the Committee
members' fees
SPECIAL RESOLUTION NUMBER 1.4: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Human Resources and
Remuneration Committee Chairman's
fees and the Committee members' fees
SPECIAL RESOLUTION NUMBER 1.5: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Nominations and
Governance Committee Chairman's fees
and the Committee members' fees
SPECIAL RESOLUTION NUMBER 1.6: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Risk, Compliance and IT
Governance Committee Chairman's fees
and the Committee members' fees
SPECIAL RESOLUTION NUMBER 1.7: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Investment Committee
Chairman's fees and the Committee
members' fees
SPECIAL RESOLUTION NUMBER 1.8: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Clinical Committee
Chairman's fees and the Committee
members' fees
SPECIAL RESOLUTION NUMBER 1.9: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the Social, Ethics and
Transformation Committee Chairman's
fees and the Committee members' fees
SPECIAL RESOLUTION NUMBER 1.10: 99,59% 0,41% 1 198 499 402 81,68% 0,16%
Approval of the ad hoc material Board
and Committee meeting fees
SPECIAL RESOLUTION NUMBER 1.11: 98,16% 1,84% 1 198 499 402 81,68% 0,16%
Approval of the committee meeting fees
for International Board members
SPECIAL RESOLUTION NUMBER 3: 98,25% 1,75% 1 198 453 504 81,67% 0,16%
General authority to repurchase
Company shares
*Total issued shares is 1 467 349 162
Shareholders are further advised that as a result of more than 25% of the votes cast against ordinary resolutions
number 5.1 and 5.2, and in accordance with the King IV Report on Corporate Governance for South Africa, 2016
and paragraph 3.84(j) of the JSE Limited ("JSE") Listings Requirements, the Company will invite dissenting
shareholders who voted against ordinary resolutions number 5.1 and 5.2 to engage with the Company regarding
their views on Life Healthcare's remuneration policy. A date and time for this engagement will be communicated
to shareholders in due course. In the interim, shareholders may forward their concerns/ questions regarding Life
Healthcare's remuneration policy to the Company Secretary via email at companysecretary@life.co.za.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual
Property Commission in due course.
Retirement of Non-Executive Directors
Shareholders are advised that in accordance with paragraph 3.59 of the JSE Listings Requirements, Peter
Golesworthy and Garth Solomon will be formally retiring from the Life Healthcare Board with effect from the date
of this AGM. Peter and Garth's sound financial knowledge has been invaluable to the Company. While on the
Company's Board, Peter served on the Audit Committee as the Chairman, Investment Committee, Risk
Compliance and IT Governance Committee, Social, Ethics and Transformation Committee, and the Nominations
and Governance Committee which he also previously chaired. Garth served on the Human Resources and
Remuneration Clinical and Investment Committees, and previously served on the Audit Committee, and chaired the
Investment Committee.
Peter and Garth's financial acumen, guidance, and astute understanding of the Company's operating environment
have been invaluable to the Company. The Board wishes to thank them both for their significant contribution
over the years.
Dunkeld
22 February 2024
Equity and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 22-02-2024 04:48:00
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