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ASPEN PHARMACARE HOLDINGS LIMITED - Report on Annual General Meeting proceedings

Release Date: 06/12/2019 09:00
Code(s): APN     PDF:  
 
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Report on 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 Thursday,
5 December 2019, a total of 357 971 655 or 78,42% of issued shares (456 451 541) were voted and that the
further 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
          356 149 403            18 448                   1 803 317                356 167 851
          99,99%                 0,01%                    0,40%                    78,03%

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

          For                    Against                  Abstain                  Shares voted
          356 149 426            18 528                   1 803 214                356 167 954
          99,99%                 0.01%                    0,40%                    78,03%

3     Ordinary resolution number 3.1: Re-election of Kuseni Dlamini retiring by rotation and available
      for re-election

          For                    Against                  Abstain                  Shares voted
          342 954 696            870 898                  14 145 574               343 825 594
          99,75%                 0,25%                    3,10%                    75,33%

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

          For                    Against                  Abstain                  Shares voted
          356 552 887            1 191 668                226 613                  357 744 555
          99,67%                 0,33%                    0,05%                    78,38%

5     Ordinary resolution number 3.3: Re-election of Themba Mkhwanazi retiring by rotation and
      available for re-election

          For                    Against                  Abstain                  Shares voted
          357 713 738            31 167                   226 263                  357 744 905
          99,99%                 0,01%                    0,05%                    78,38%
6    Ordinary resolution number 3.4: Re-election of Babalwa Ngonyama retiring by rotation and
     available for re-election

       For                     Against                  Abstain                   Shares voted
       355 532 272             2 212 943                225 953                   357 745 215
       99,38%                  0,62%                    0,05%                     78,38%

7    Ordinary resolution number 3.5: Re-election of David Redfern retiring by rotation and available for
     re-election

       For                     Against                  Abstain                   Shares voted
       357 212 547             532 168                  226 453                   357 744 715
       99,85%                  0,15%                    0,05%                     78,38%

8    Ordinary resolution number 3.6: Re-election of Sindi Zilwa retiring by rotation and available for re-
     election

       For                     Against                  Abstain                   Shares voted
       338 516 194             19 228 521               226 453                   357 744 715
       94,63%                  5,37%                    0,05%                     78,38%

9    Ordinary resolution number 4: Re-appointment of PricewaterhouseCoopers as independent
     external auditors

       For                     Against                  Abstain                   Shares voted
       231 039 438             126 705 742              225 988                   357 745 180
       64,58%                  35,42%                   0,05%                     78,38%

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

       For                     Against                  Abstain                   Shares voted
       357 424 646             320 409                  226 113                   357 745 055
       99,91%                  0,09%                    0,05%                     78,38%

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

       For                     Against                 Abstain                    Shares voted
       356 893 859             850 546                 226 763                    357 744 405
       99,76%                  0,24%                   0,05%                      78,38%

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

       For                     Against                  Abstain                   Shares voted
       356 404 148             1 340 257                226 763                   357 744 405
       99,63%                  0,37%                    0,05%                     78,38%
13   Ordinary resolution number 5.4: Election of Sindi Zilwa as a member of the Audit & Risk
     Committee

       For                    Against                  Abstain                   Shares voted
       335 802 954            21 941 451               226 763                   357 744 405
       93,87%                 6,13%                    0,05%                     78,38%

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

       For                    Against                  Abstain                   Shares voted
       326 007 998            31 735 757               227 413                   357 743 755
       91,13%                 8,87%                    0,05%                     78,37%

15   Ordinary resolution number 7: General but restricted authority for the directors to issue shares
     for cash (5%)

       For                    Against                  Abstain                   Shares voted
       340 954 811            16 789 014               227 343                   357 743 825
       95,31%                 4,69%                    0,05%                     78,37%

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

       For                    Against                  Abstain                   Shares voted
       351 596 576            6 148 002                226 590                   357 744 578
       98,28%                 1,72%                    0,05%                     78,38%

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

       For                    Against                  Abstain                   Shares voted
       282 554 160            75 186 687               230 321                   357 740 847
       78,98%                 21,02%                   0,05%                     78,37%

18   Non-binding advisory resolution number 2: Remuneration implementation report

       For                    Against                  Abstain                   Shares voted
       280 083 648            77 659 394               228 126                   357 743 042
       78,29%                 21,71%                   0,05%                     78,37%

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

       For                    Against                  Abstain                   Shares voted
       357 694 379            52 817                   223 972                   357 747 196
       99,99%                 0,01%                    0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 694 380           52 816                  223 972                   357 747 196
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 700 941           46 255                  223 972                   357 747 196
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 701 251           45 945                  223 972                   357 747 196
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 700 170           46 026                  224 972                   357 746 196
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 700 170           46 026                  224 972                   357 746 196
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 700 171           45 705                  225 292                   357 745 876
       99,99%                0,01%                   0,05%                     78,38%

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

       For                   Against                 Abstain                   Shares voted
       357 700 171           46 025                  224 972                   357 746 196
       99,99%                0,01%                   0,05%                     78,38%

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

         For                    Against                 Abstain                   Shares voted
         326 671 859            31 073 549              225 760                   357 745 408
         91,31%                 8,69%                   0,05%                     78,38%



28    Special resolution number 3: General authority to repurchase shares

         For                    Against                 Abstain                   Shares voted
         351 866 378            5 807 409               297 381                   357 673 787
         98,38%                 1,62%                   0,07%                     78,36%



Durban
06 December 2019

Sponsor
Investec Bank Limited

Date: 06-12-2019 09:00:00
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