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AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting and changes to the board of directors
AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting and changes to the board of directors
Results of annual general meeting and changes to the board of directors
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 OF DIRECTORS 
 
RESULTS OF ANNUAL GENERAL MEETING  
Shareholders are advised that at the annual general meeting ("AGM") held yesterday, 23 November 2017, 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 carried disclosed as a               Number of         Shares voted                 Shares abstained 
                                                              percentage in relation to the total        shares voted      disclosed as a               disclosed as a
                                                              number of shares voted at the                                percentage in                percentage in                                                     
                                                              meeting                                                      relation to the total        relation to the total 
                                                                                                                           issued share capital*        issued share capital*
Resolutions                                                    For           Against                                                                     
                                                                                                                           
                                                                                                   
                                                                                                                                                  
 Ordinary Resolution 1  
 To elect the following Non-Executive Director who retires 
 in terms of the Memorandum Of Incorporation (MOI) and                                                                           
 makes themselves available for re-election by way of 
 separate resolutions: 
 1.1 Dr C Manning                                              100.00%         0.00%                     155 566 293        88.52%                      0.03%  
 1.2 Mr L Ralphs                                               100.00%         0.00%                     155 566 293        88.52%                      0.03% 
 1.3 Ms L Boyce                                                100.00%         0.00%                     155 566 293        88.52%                      0.03% 
 1.4 Ms J John                                                  99.93%         0.07%                     155 566 293        88.52%                      0.03%
 Ordinary Resolution 2  
 To re-elect the following Non-Executive Directors as Audit                                                                      
 Committee members by way of separate resolutions:    
     2.1 Mr M Sacks (Chairman)                                  99.83%         0.17%                     155 566 293        88.52%                      0.03%  
     2.2 Prof M Haus                                            99.83%         0.17%                     155 566 293        88.52%                      0.03%
     2.3 Dr R Stewart                                           99.57%         0.43%                     155 566 293        88.52%                      0.03% 
     2.4 Ms L Boyce                                            100.00%         0.00%                     155 566 293        88.52%                      0.03% 
     2.5 Ms J John                                             100.00%         0.00%                     155 566 293        88.52%                      0.03% 
 Ordinary Resolution 3  
 To re-appoint EY as the independent external auditors of 
 the Company for the ensuing year (the designated auditor 
 being Mr Dave Cathrall) and to note the remuneration of       100.00%         0.00%                     155 566 293        88.52%                      0.03% 
 the independent external auditors as determined by the 
 Audit Committee. 
 Ordinary Resolution 4 
 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 
 AGM.                                                           99.83%         0.17%                     155 566 230        88.52%                      0.03% 
 Ordinary Resolution 5  
 To endorse by way of a non-binding vote the Company´s 
 remuneration policy (excluding the remuneration of the         65.11%        34.89%                     155 542 828        88.50%                      0.05% 
 Non-Executive Directors for their services as directors and 
 members of committees). 
 Ordinary Resolution 6 
 To endorse, by way of a non-binding advisory vote, the 
 Company and Group´s remuneration implementation 
 report.                                                        66.38%        33.62%                     155 542 843        88.50%                      0.05% 
  
 Special Resolution 1  
 To approve the Company to provide financial assistance to 
 related and inter-related parties as contemplated in section   99.51%         0.49%                     155 565 853        88.52%                      0.03% 
 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     95.77%         4.23%                     155 565 853        88.52%                      0.03% 
 with effect from 1 December 2017 until the next AGM as 
 set out in the notice of this AGM. 
 Special Resolution 3 
 To approve the proposed fees and remuneration payable 
 to non-executive directors who were/are members of the 
 Acquisitions Committee, for their services as members of       99.51%         0.49%                     155 565 843        88.52%                      0.03% 
 this Committee with effect from April 2015 until 30 
 November 2017 in accordance with the proposed 
 remuneration as set out in the notice of the AGM. 
 
*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. 
 
REMUNERATION POLICY AND IMPLEMENTATION REPORT 
The remuneration policy and the implementation report were both voted against by shareholders exercising 25% or more of the voting rights exercised. In accordance 
with paragraph 3.91 of the JSE Limited Listings Requirements, the Company now invites those shareholders who voted against the remuneration policy and the 
implementation report ("dissenting shareholders") to engage with the Company and to raise any questions or concerns they might have. Submissions should please be 
emailed to the Company Secretary, at ntando.simelane@adcock.com, by no later 28 February 2018. Should dissenting shareholders wish to engage with the Company in 
person they may likewise email the Company Secretary with their request.  
 
CHANGES TO THE BOARD 
In accordance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised that Ms Nompumelelo Madisa has been appointed as Non?
Executive Director on the Adcock Board of Directors with effect from 23 November 2017. In addition to being a member of the Board, Ms Madisa will also serve as a 
member of the Acquisitions Committee.  
 
Chairman, Mr Clifford Raphiri commented: 
 
"On behalf of the Board, I welcome Ms Madisa to the Board of Directors and look forward to her bringing fresh strategic insights to our Board." 
 
Ms Nompumelelo Madisa 
Ms Madisa is a business executive with a Master´s Degree in Finance and Investment from the University of the Witwatersrand. She is an Executive Director at the Bidvest 
Group Limited and a member of various of its Board Committees. Ms Madisa is also a Director of numerous Bidvest subsidiaries. She has held various senior positions 
within the Bidvest Group of companies since 2008 and also has experience in the public sector.  
 
 
The Board wishes Ms Madisa well in her new roles at Adcock.  
 
 
 
Johannesburg 
24 November 2017 
 
Sponsor  
Rand Merchant Bank (a Division of FirstRand Bank Limited) 
 
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