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 Ingram" 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" or "the meeting") held today, 22 November 2019, convened in terms of the notice of the AGM, 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*
Ordinary Resolution 1
To elect the following Non-Executive Directors who retire in
terms of the Memorandum of Incorporation (MOI) and
make themselves available for re-election by way of
1.1 Ms D Ransby 100% 0.00% 150,612,956 85.69% 0.01%
1.2 Dr S Gumbi 99.99% 0.01% 150,612,956 85.69% 0.01%
1.3 Mr K Wakeford 99.83% 0.17% 150,612,956 85.69% 0.01%
1.4 Dr A Mokgokong 97.50% 2.50% 150,612,833 85.69% 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 D Ransby (Chairperson) 100% 0.00% 150,612,956 85.69% 0.01%
2.2 Ms L Boyce 99.85% 0.15% 150,612,956 85.69% 0.01%
2.3 Prof M Haus 99.35% 0.65% 150,612,956 85.69% 0.01%
Ordinary Resolution 3 99.14% 0.86% 150,612,706 85.69% 0.01%
To appoint PwC as the independent external auditor of the
Company for the ensuing year (the designated auditor being
Mr Keeran Ramnarian) and to note the remuneration of the
previous independent external auditor (EY) as determined
by the Audit Committee.
Ordinary Resolution 4 95.97% 4.03% 150,612,191 85.69% 0.01%
To endorse by way of a non-binding vote the Company’s
remuneration policy (excluding the remuneration of the
Non-Executive Directors for their services as directors and
members of committees).
Ordinary Resolution 5 97.21% 2.79% 150,605,939 85.69% 0.01%
To endorse, by way of a non-binding advisory vote, the
Company’s and Group’s remuneration implementation
Ordinary Resolution 6 100% 0.00% 150,612,941 85.69% 0.01%
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
implement all the resolutions tabled and approved at this
Special Resolution 1 98.46% 1.54% 150,612,941 85.69% 0.01%
To approve the Company to provide financial assistance to
related and inter-related parties as contemplated in section
45 of the Companies Act to any of the recipients falling
within those identified in the notice of this AGM.
Special Resolution 2 98.58% 1.42% 150,612,441 85.69% 0.01%
To approve the proposed fees and remuneration payable to
non-executive directors for their services as directors with
effect from 1 December 2019 until the next AGM as set out
in the notice of this AGM.
Special Resolution 3 100% 0.00% 150,612,818 85.69% 0.01%
To consider and approve the amendments to the MOI.
Special Resolution 4 96.14% 3.86% 150,615,889 85.69% 0.01%
To approve a general authority to repurchase the
Company’s shares subject to the provisions of the JSE
Listings Requirements and the Companies Act as set out in
the notice of this AGM.
*Total issued share capital is 175,758,861 shares.
The special resolutions 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 of the following changes to the Board Committees and the
1. The Nominations Committee will henceforth be a stand-alone Committee and will continue to be chaired by the Chairman of the Board;
2. The following directors will serve as members of the Nominations Committee:
a) Mr Lindsay Ralphs (Chairman);
b) Ms Lulama Boyce;
c) Dr Claudia Manning; and
d) Prof Matt Haus.
3. The Human Resources and Remuneration Committee will also be a stand-alone Committee, with the following membership:
a) Ms Lulama Boyce (Chairperson);
b) Dr Claudia Manning;
c) Mr Lindsay Ralphs; and
d) Prof Matt Haus.
4. Dr Anna Mokgokong has resigned as the Chairperson of the Social Ethics and Transformation Committee and Dr Claudia Manning will chair this Committee. In
addition, Dr Sibongile Gumbi has been appointed as a member of this Committee.
5. It was also announced during the AGM that Dr Anna Mokgokong, who has served on the Board as a non-executive director since April 2014, will retire at the end of
February 2020 to pursue her other interests. Dr Mokgokong has served the Board and the Company with enthusiasm and diligence over the past five years. The
Board takes this opportunity to thank Dr Anna for her outstanding service to the Company and wish her well in her future endeavours.
22 November 2019
Rand Merchant Bank (a Division of FirstRand Bank Limited)
Date: 22/11/2019 04:45:00
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