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11/22/2018 5:30:00 PM
|AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting|
AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting 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 CompanyÂ´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 GroupÂ´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) Date: 22/11/2018 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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|2018-11-22 17:30:00 Source: JSE News Service (SENS)|