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Results of annual general meeting
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
("Adcock Ingram" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting ("AGM") held today, 22 November 2018, convened in terms of the notice of the 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:
Votes cast disclosed as a percentage
in relation to the total number of Shares voted Shares abstained
shares voted at the meeting disclosed as a disclosed as a
Number of percentage in percentage in
Resolutions shares voted relation to the total relation to the total
issued share capital* issued share capital*
For Against
Ordinary Resolution 1
To elect the following Non-Executive Directors who retire in
terms of the Memorandum Of Incorporation (MOI) and
makes themselves available for re-election by way of
separate resolutions:
1.1 Ms N Madisa 98.95% 1.05% 156 210 834 88.88% 0.01%
1.2 Prof M Haus 99.80% 0.20% 156 210 834 88.88% 0.01%
Ordinary Resolution 2
To re-elect the following Non-Executive Directors as Audit
Committee members by way of separate resolutions:
2.1 Ms J John (Chairperson) 99.80% 0.20% 156 210 834 88.88% 0.01%
2.2 Ms L Boyce 99.80% 0.20% 156 210 834 88.88% 0.01%
2.3 Prof M Haus 99.78% 0.22% 156 210 834 88.88% 0.01%
2.4 Dr R Stewart 99.11% 0.89% 156 210 834 88.88% 0.01%
Ordinary Resolution 3
To re-appoint EY as the independent external auditors of the 99.29% 0.71% 156 210 834 88.88% 0.01%
Company for the ensuing year (the designated auditor being
Mr Warren Kinnear) and to note the remuneration of the
independent external auditors as determined by the Audit
Committee.
Ordinary Resolution 4
To endorse by way of a non-binding vote the Company’s
remuneration policy (excluding the remuneration of the 98.41% 1.59% 156 210 834 88.88% 0.01%
Non-Executive Directors for their services as directors and
members of committees).
Ordinary Resolution 5
To endorse, by way of a non-binding advisory vote, the
Company and Group’s remuneration implementation
report. 98.72% 1.28% 156 210 834 88.88% 0.01%
Ordinary Resolution 6
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 100.00% 0.00% 156 210 834 88.88% 0.01%
implement all the resolutions tabled and approved at this
AGM.
Special Resolution 1
To approve the Company to provide financial assistance to
related and inter-related parties as contemplated in section 99.49% 0.51% 156 210 834 88.87% 0.02%
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 with 95.62% 4.38% 156 210 834 88.87% 0.02%
effect from 1 December 2018 until the next AGM as set out
in the notice of this AGM.
Special Resolution 3
To consider and approve the Adcock Ingram Performance
Based Long-Term Incentive Scheme 2018 (“the PBLTIS”) in
terms of all relevant sections of the Companies Act
(including, but not limited to, sections 41, 44 and 48) and in
terms of the listings requirements of the JSE Limited (“the
JSE Listings Requirements”) (including, but not limited to, 94.92% 5.08% 156 210 834 88.81% 0.08%
Schedule 14). Details of the PBLTIS are set out in the insert
hereto. In addition, the directors of the Company are hereby
authorised to take all such steps as may be necessary for the
establishment and carrying into effect of the PBLTIS,
including without limitation the allotment, issue and/ or
purchase of ordinary shares of the Company and the
granting of financial assistance in relation thereto (all on the
terms and conditions set out in the PBLTIS) to or for the
benefit of participants of the PBLTIS, including executive
directors of the Company.
*Total issued share capital is 175,748,048.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Johannesburg
22 November 2018
Sponsor
Rand Merchant Bank (a Division of FirstRand Bank Limited)
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