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Report on Annual General Meeting Proceedings

Published: 2023-12-07 15:02:27 ET
<<<  go to JSE:APN company page
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,
7 December 2023, a total of 349 842 350 or 78.40% of issued shares (446 252 332) were voted. All
ordinary and special resolutions were passed by the requisite majority votes. The full 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*
            348 633 120                  13 859               1 195 371                   348 646 979
               100,00%                    0,00%                   0,27%                        78,13%

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

               For                   Against                 Abstain                 Shares voted
            348 516 661                   2 800                1 322 889                 348 519 461
                  100%                    0,00%                    0,30%                      78.10%

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

               For                   Against                 Abstain                 Shares voted
            296 106 137              53 487 909                 248 304                  349 594 046
                 84,70%                  15,30%                   0,06%                       78,34%

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

               For                   Against                 Abstain                 Shares voted
            348 521 443               1 080 553                 240 354                  349 601 996
                 99.69%                   0.31%                    0,05%                      78.34%
5    Ordinary resolution number 3.3: Re-election of Themba Mkhwanazi retiring by rotation and
     available for re-election

             For                   Against                 Abstain                 Shares voted
          321 982 608              27 619 388                 240 354                  349 601 996
               92,10%                   7.90%                   0,05%                       78.34%

6    Ordinary resolution number 4: Reappointment of Ernst & Young Inc. as independent external
     auditors

             For                   Against                 Abstain                 Shares voted
          349 055 082                 545 314                 241 954                  349 600 396
               99.84%                   0,16%                   0,05%                       78.34%

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

             For                   Against                 Abstain                 Shares voted
          341 711 681               7 888 715                 241 954                  349 600 396
               97,74%                   2,26%                   0,05%                       78.34%

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

             For                   Against                 Abstain                 Shares voted
          349 414 817                 187 179                 240 354                  349 601 996
               99,95%                   0,05%                    0,05%                      78.34%

9    Ordinary resolution number 5.3: Election of Yvonne Muthien as a member of the Audit & Risk
     Committee

             For                   Against                 Abstain                 Shares voted
          344 618 084               4 982 312                 241 954                  349 600 396
               98.57%                   1.43%                    0,05%                      78,34%

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

             For                   Against                 Abstain                 Shares voted
          318 106 463              31 493 952                 241 935                  349 600 415
               90,99%                   9,01%                   0,05%                       78,34%

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

             For                   Against                 Abstain                 Shares voted
          314 797 188              34 796 797                 248 365                  349 593 985
               90.05%                   9.95%                   0,06%                       78,34%
12   Ordinary resolution number 8: Authorisation for an Executive Director to sign necessary
      documents

             For                  Against                 Abstain                Shares voted
          349 600 396                       0                241 954                 349 600 396
                100%                    0,00%                   0,05%                     78,34%

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

             For                  Against                 Abstain                Shares voted
          318 232 978             31 367 437                 241 935                 349 600 415
               91,03%                  8,97%                   0,05%                      78,34%

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

             For                  Against                 Abstain                Shares voted
          319 861 585             29 738 830                 241 935                 349 600 415
               91,49%                  8,51%                   0,05%                      78,34%

15   Special resolution number 1.1a: Remuneration of non-executive directors – Chair

             For                  Against                 Abstain                Shares voted
          346 246 897              3 339 280                 256 173                 349 586 177
               99,04%                  0,96%                   0,06%                      78,34%

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

             For                  Against                 Abstain                Shares voted
          349 231 489                354 688                 256 173                 349 586 177
               99,90%                  0,10%                    0,06%                     78,34%

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

             For                  Against                 Abstain                Shares voted
          348 893 989                692 188                 256 173                 349 586 177
               99,80%                  0,20%                   0,06%                      78,34%

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

             For                  Against                 Abstain                Shares voted
          349 215 252                354 688                 272 410                 349 569 940
               99,90%                  0,10%                    0,06%                     78,33%
19    Special resolution number 1.3a: Remuneration of non-executive directors – Remuneration &
      Nomination Committee Chair

               For                   Against                 Abstain               Shares voted
            348 877 752                 693 788                 270 810                349 571 540
                 99,80%                   0,20%                    0,06%                    78,33%

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

               For                   Against                 Abstain               Shares voted
            349 216 482                 355 058                 270 810                349 571 540
                 99,90%                   0,10%                    0,06%                    78,33%

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

               For                   Against                 Abstain               Shares voted
            348 879 234                 690 706                 272 410                349 569 940
                 99,80%                   0,20%                    0,06%                    78,33%

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

               For                   Against                 Abstain               Shares voted
            349 216 734                 353 187                 272 429                349 569 921
                 99,90%                   0,10%                    0,06%                    78,33%

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

               For                   Against                 Abstain               Shares voted
            338 239 344              11 344 815                 258 191                349 584 159
                 96,75%                   3,25%                   0,06%                     78,34%

24    Special resolution number 3: General authority to repurchase shares

               For                   Against                 Abstain               Shares voted
            340 030 932               9 477 162                 334 256                349 508 094
                 97,29%                   2,71%                   0,07%                     78,32%

*Disclosed as a percentage of total issued shares as at the date of the meeting.

Durban
07 December 2023

Sponsor
Investec Bank Limited