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2019-11-22 04:45:00 PM

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AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting and changes to the board
AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting and changes to the board
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*                                                                                                         
                                                                     For                Against
 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
 separate resolutions:
 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
 report.
 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
 AGM.
 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
Board:
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.
Johannesburg
22 November 2019
Sponsor
Rand Merchant Bank (a Division of FirstRand Bank Limited)
Date: 22/11/2019 04:45:00
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