DIS-CHEM PHARMACIES LIMITED - Results Of The Annual General Meeting

Results Of The Annual General Meeting

Dis-Chem Pharmacies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/009766/06)
Share code: DCP        ISIN: ZAE000227831
(“Dis-Chem”)


RESULTS OF THE ANNUAL GENERAL MEETING


Shareholders are advised that, at the Annual General Meeting (“AGM”) of Dis-Chem held on 27 July 2018, all the resolutions
proposed at the AGM were passed by the requisite majority of shareholders.


The following information is provided:

Total issued number of ordinary shares: 860 084 483
Number of ordinary shares represented at the AGM: 779 146 601
Percentage of ordinary shared represented at the AGM: 91%


Shareholders are further advised that Special resolution number 2 was amended prior to the AGM to read as follows:

Special resolution number 2: Approval of loans or other financial assistance –
“Resolved that the Company be authorized, in terms of Section 45 of the Companies Act, 2008, to provide any direct or
indirect financial assistance to any related or inter-related companies as defined in Section 2 of the said Companies Act,
2008.

The Board of directors will not authorise any financial assistance in terms of Special resolution number 2 unless the
Company has satisfied the requirements of the solvency and liquidity test as required in terms of the Companies Act,
2008. The Board will also ensure that the terms of the financial assistance granted are fair and reasonable to the
Company.”


Details of the results of voting at the AGM are as follows:


 Resolution proposed                         Number of         Percentage of        For**      Against**    Abstained*
                                            shares voted      shares in issue*       %            %             %

 Ordinary resolution number 1:               778 597 196          90.53%             100%           -           0.06%
 Approval of annual financial
 statements as at 28 February 2018

 Ordinary resolution number 2:               778 790 026          90.55%           99.11%        0.89%          0.04%
 Appointment of the auditors and
 designated auditor

 Ordinary resolution number 3:               778 791 542          90.55%             100%           -           0.04%
 Re-election of Mr. MJ Bowman as a
 director

 Ordinary resolution number 4:               778 791 542          90.55%             100%           -           0.04%
 Re-election of Ms. A Coovadia as a
 director

 Ordinary resolution number 5:               778 789 012          90.55%             100%           -           0.04%
 Appointment of Audit and Risk
 Committee member Ms. A Coovadia

 Ordinary resolution number 6:               762 628 515          88.67%           95.60%        4.40%          1.92%
 Appointment of Audit and Risk
 Committee member Mr. MJ Bowman

 Ordinary resolution number 7:               778 791 542          90.55%           99.58%        0.42%          0.04%
 Appointment of Audit and Risk
 Committee member Mr. MSI Gani

 Ordinary resolution number 8:               778 789 542          90.55%             100%           -           0.04%
 Appointment of Audit and Risk
 Committee member Mr. JS
 Mthimunye

 Ordinary resolution number 9.1:             778 786 812          90.55%           93.96%        6.04%          0.04%
 Approval of Remuneration Policy and
 Report

 Ordinary resolution number 9.2:             778 787 435          90.55%           95.75%        4.25%          0.04%
 Approval of Implementation Report

 Special resolution number 1:                762 612 205          88.67%           88.95%       11.05%          1.92%
 Approval of non-executive directors’
 remuneration

 Special resolution number 2:                755 273 343          87.81%           88.44%       11.56%          2.78%
 Approval of loans or other financial
 assistance

 Ordinary resolution number 10:              771 450 896          89.69%           98.89%        1.11%          0.89%
 General authority over unissued
 shares

 Ordinary resolution number 11:              771 456 536          89.70%           93.40%        6.60%          0.89%
 General authority to issue shares for
 cash

 Ordinary resolution number 12:              778 789 646          90.55%           99.97%        0.03%          0.04%
 Authority for any director or Company
 Secretary to sign documents

 *Based on 860 084 483 ordinary shares in issue.
 **Based on 779 146 601 ordinary shares voted at the AGM.


By order of the Board

Johannesburg
27 July 2018

Sponsor:
The Standard Bank of South Africa Limited

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