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Report on the 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 Wednesday,
9 December 2020, a total of 351 392 591 or 76,98% of issued shares (456 451 541) were voted. All
ordinary and special resolutions were passed by the requisite majority votes, except for the non-binding
advisory votes relating to the endorsement of the remuneration policy and 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
            349 680 982                   334 111                1 377 498                   350 015 093
                 99,90%                     0,10%                    0,30%                        76,68%

2       Ordinary resolution number 2: Presentation and noting of the Social & Ethics Committee
        Report

                   For                    Against                  Abstain                  Shares voted
            349 973 766                    39 559                1 379 266                   350 013 325
                 99,99%                     0,01%                    0,30%                        76,68%

3       Ordinary resolution number 3.1: Re-election of Linda de Beer retiring by rotation and available for
        re-election

                    For                    Against                  Abstain                  Shares voted
            344 848 807                 5 997 369                  546 415                   350 846 176
                 98,29%                     1,71%                    0,12%                        76,86%

4       Ordinary resolution number 3.2: Re-election of Chris Mortimer retiring by rotation and available
        for re-election

                    For                    Against                  Abstain                  Shares voted
            326 762 448                24 084 038                  546 105                   350 846 486
                 93,14%                     6,86%                    0,12%                        76,86%
5    Ordinary resolution number 3.3: Re-election of David Redfern retiring by rotation and available for
     re-election

                 For                    Against                   Abstain                   Shares voted
         348 856 994                 1 989 492                   546 105                    350 846 486
              99,43%                     0,57%                     0,12%                         76,86%

6    Ordinary resolution number 3.4: Re-election of Sindi Zilwa retiring by rotation and available for re-
     election

                 For                    Against                   Abstain                   Shares voted
         323 574 951                27 270 833                   546 807                    350 845 784
              92,23%                     7,77%                     0,12%                         76,86%

7    Ordinary resolution number 4: Appointment of Ernst & Young Inc. as independent external
     auditors

                For                    Against                   Abstain                   Shares voted
         300 954 954                49 891 755                   545 882                    350 846 709
              85,78%                    14,22%                     0,12%                         76,86%

8    Ordinary resolution number 5.1: Election of Linda de Beer as a member of the Audit & Risk
     Committee

                 For                    Against                   Abstain                   Shares voted
         347 527 110                 3 319 066                   546 415                    350 846 176
              99,05%                     0,95%                     0,12%                         76,86%

9    Ordinary resolution number 5.2: Election of Ben Kruger as a member of the Audit & Risk
     Committee

                 For                    Against                   Abstain                   Shares voted
         348 592 263                 2 256 289                   544 039                    350 848 552
              99,36%                     0,64%                     0,12%                         76,86%

10   Ordinary resolution number 5.3: Election of Babalwa Ngonyama as a member of the Audit &
     Risk Committee

                 For                    Against                   Abstain                   Shares voted
         343 739 465                 7 106 319                   546 807                    350 845 784
              97,97%                     2,03%                     0,12%                         76,86%

11   Ordinary resolution number 6: Unissued shares placed under the control of directors (5%)

                 For                    Against                   Abstain                   Shares voted
         273 822 548                77 015 498                   554 545                    350 838 046
              78,05%                    21,95%                     0,12%                         76,86%
12   Ordinary resolution number 7: General but restricted authority for the directors to issue shares
     for cash (5%)

                 For                    Against                  Abstain                  Shares voted
         271 572 314                79 128 987                  691 290                   350 701 301
              77,44%                    22,56%                    0,15%                        76,83%

13   Ordinary resolution number 8: Authorisation for an Executive Director to sign necessary
     documents

                 For                    Against                  Abstain                  Shares voted
         349 530 402                 1 316 665                  545 524                   350 847 067
              99,62%                     0,38%                    0,12%                        76,86%

14   Non-binding advisory vote number 1: Endorsement of the remuneration policy by way of a
     non-binding advisory vote

                 For                    Against                  Abstain                  Shares voted
         259 338 382                91 496 976                  557 233                   350 835 358
              73,92%                    26,08%                    0,12%                        76,86%

15   Non-binding advisory vote number 2: Remuneration implementation report

                 For                    Against                  Abstain                  Shares voted
         209 549 400               141 146 864                  696 327                   350 696 264
              59,75%                    40,25%                    0,15%                        76,83%

16   Special resolution number 1.1a: Remuneration of non-executive directors – Chairman

                 For                    Against                  Abstain                  Shares voted
         350 791 471                    46 318                  554 802                   350 837 789
              99,99%                     0,01%                    0,12%                        76,86%

17   Special resolution number 1.1b: Remuneration of non-executive directors – Board Member

                 For                    Against                  Abstain                  Shares voted
         350 790 769                    47 102                  554 720                   350 837 871
              99,99%                     0,01%                    0,12%                        76,86%

18   Special resolution number 1.2a: Remuneration of non-executive directors – Audit & Risk
     Committee Chairman

                 For                    Against                  Abstain                  Shares voted
         350 790 654                    46 433                  555 504                   350 837 087
              99,99%                     0,01%                    0,12%                        76,86%

19   Special resolution number 1.2b: Remuneration of non-executive directors – Audit & Risk
     Committee Member

                 For                   Against                  Abstain                   Shares voted
         350 790 769                   47 187                  554 635                    350 837 956
              99,99%                    0,01%                    0,12%                         76,86%

20   Special resolution number 1.3a: Remuneration of non-executive directors – Remuneration &
     Nomination Committee Chairman

                 For                   Against                  Abstain                   Shares voted
         350 791 638                   46 233                  554 720                    350 837 871
              99,99%                    0,01%                    0,12%                         76,86%

21   Special resolution number 1.3b: Remuneration of non-executive directors – Remuneration &
     Nomination Committee Member

                 For                   Against                  Abstain                   Shares voted
         350 790 936                   46 935                  554 720                    350 837 871
              99,99%                    0,01%                    0,12%                         76,86%

22   Special resolution number 1.4a: Remuneration of non-executive directors – Social & Ethics
     Committee Chairman

                 For                   Against                  Abstain                   Shares voted
         350 793 765                   44 204                  554 622                    350 837 969
              99,99%                    0,01%                    0,12%                         76,86%

23   Special resolution number 1.4b: Remuneration of non-executive directors – Social & Ethics
     Committee Member

                 For                   Against                  Abstain                   Shares voted
         350 793 765                   44 906                  553 920                    350 838 671
              99,99%                    0,01%                    0,12%                         76,86%

24   Special resolution number 2: Financial assistance to related or inter-related company

                 For                    Against                 Abstain                   Shares voted
         326 240 047                24 596 967                 555 577                    350 837 014
              92,99%                     7,01%                   0,12%                         76,86%

25   Special resolution number 3: General authority to repurchase shares

                 For                   Against                  Abstain                   Shares voted
         344 890 322                5 802 690                  699 579                    350 693 012
              98,35%                    1,65%                    0,15%                         76,83%

In view of the dissenting votes received in respect of the non-binding advisory votes on the remuneration
policy and implementation report, the company invites shareholders who voted against these non-binding
advisory votes 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 & Group Governance
Officer, Riaan Verster (rverster@aspenpharma.com), by close of business on Friday, 29 January 2021.
Meetings with these dissenting shareholders will be arranged, as appropriate, thereafter.

Durban
09 December 2020

Sponsor
Investec Bank Limited

Date: 09-12-2020 05:30:00

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