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ASPEN PHARMACARE HOLDINGS LIMITED - Report on Annual General Meeting proceedings

07 December 2018 - 08:00 AM
APN
Report on Annual General Meeting proceedings

ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1985/0002935/06
Share code: APN
ISIN: ZAE000066692
("Aspen Holdings" or "the Company")


REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS

Shareholders are advised that, at the Annual General Meeting (AGM?) of members held on Thursday,
6 December 2018, a total of 329,760,236 or 72.24% 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
         327,686,359              139,977              1,933,900                 329,760,236
            99.96%                 0.04%                 0.42%                      72.24%

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

         For                   Against               Abstain                  Shares voted
         327,826,286                 50                1,933,900                 329,760,236
           100.00%                 0.00%                 0.42%                      72.24%

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

         For                   Against                Abstain                 Shares voted
         327,305,588             1,786,717                667,931                329,760,236
            99.46%                 0.54%                   0.15%                    72.24%

4      Ordinary resolution number 3.2: Re-election of Linda de Beer retiring by rotation and
       available for re-election

         For                   Against                Abstain                 Shares voted
         329,088,535               3,770                  667,931                329,760,236
           100.00%                 0.00%                   0.15%                    72.24%

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

         For                   Against                Abstain                 Shares voted
         297,996,989             31,095,316               667,931                329,760,236
            90.55%                 9.45%                   0.15%                    72.24%

6      Ordinary resolution number 3.4: Re-election of David Redfern retiring by rotation and
       available for re-election

         For                   Against                Abstain                 Shares voted
         328,396,272              696,033                 667,931                329,760,236
            99.79%                 0.21%                   0.15%                    72.24%
7    Ordinary resolution number 3.5: Re-election of Sindi Zilwa retiring by rotation and available
     for re-election

       For                   Against                 Abstain                  Shares voted
       312,538,581             16,554,064                667,591                 329,760,236
         94.97 %                 5.03%                    0.15%                     72.24%

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

       For                   Against                 Abstain                  Shares voted
       242,258,252             86,728,158                773,826                 329,760,236
          73.64%                26.36%                    0.17%                     72.24%

9    Ordinary resolution number 5.1: Election of Roy Andersen as a member of the Audit & Risk
     Committee

       For                   Against                 Abstain                  Shares voted
       325,100,168             3,992,137                 667,931                 329,760,236
          98.79%                 1.21%                    0.15%                     72.24%

10   Ordinary resolution number 5.2: Election of Linda de Beer as a member of the Audit & Risk
     Committee

       For                   Against                 Abstain                  Shares voted
       329,014,981               77,324                  667,931                 329,760,236
          99.98%                 0.02%                    0.15%                     72.24%

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

       For                   Against                 Abstain                  Shares voted
       328,905,921              186,724                  667,591                 329,760,236
          99.94%                 0.06%                    0.15%                     72.24%

12   Ordinary resolution number 5.4: Election of Sindi Zilwa as a member of the Audit & Risk
     Committee

       For                   Against                 Abstain                  Shares voted
       306,854,938             22,237,707                667,591                 329,760,236
          93.24%                 6.76%                    0.15%                     72.24%

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

       For                   Against                 Abstain                  Shares voted
       262,879,006             66,213,249                667,981                 329,760,236
          79.88%                20.12%                    0.15%                     72.24%

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

       For                   Against                 Abstain                  Shares voted
       262,911,168             66,181,087                667,981                 329,760,236
          79.89%                20.11%                    0.15%                     72.24%
15   Ordinary resolution number 8: Authorisation for an Executive Director to sign necessary
     documents

       For                  Against                Abstain                 Shares voted
       328,924,064             168,241                 667,931                329,760,236
          99.95%                0.05%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       305,994,406            23,096,399               669,431                329,760,236
          92.98%                7,02%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       321,135,150            7,945,046                680,040                329,760,236
          97.59%                2,41%                   0,15%                    72.24%

18   Special resolution number 1.1a: Remuneration of non-executive directors ? Chairman

       For                  Against                Abstain                 Shares voted
       324,813,500            4,278,755                667,981                329,760,236
          98.70%                1.30%                   0.15%                    72.24%

19   Special resolution number 1.1b: Remuneration of non-executive directors ? Board Member

       For                  Against                Abstain                 Shares voted
       329,066,355              25,900                 667,981                329,760,236
          99.99%                0.01%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       329,066,871              25,384                 667,981                329,760,236
          99.99%                0.01%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       329,066,871              25,384                 667,981                329,760,236
          99.99%                0.01%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       329,066,085              26,170                 667,981                329,760,236
          99.99%                0.01%                   0.15%                    72.24%

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

       For                  Against                Abstain                 Shares voted
       329,066,085              26,170                 667,981                329,760,236
          99.99%                0.01%                   0.15%                    72.24%
24   Special resolution number 1.4a: Remuneration of non-executive directors ? Social & Ethics
     Committee Chairman

       For                  Against                Abstain                  Shares voted
       329,066,085              26,170                 667,981                 329,760,236
          99.99%                0.01%                   0.15%                     72.24%

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

       For                  Against                Abstain                  Shares voted
       329,066,085              26,170                 667,981                 329,760,236
          99.99%                0.01%                   0.15%                     72.24%

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

       For                  Against                Abstain                  Shares voted
       305,817,989            23,272,866               669,381                 329,760,236
          92.93%                7.07%                   0.15%                     72.24%

27   Special resolution number 3: General authority to repurchase shares

       For                  Against                Abstain                  Shares voted
       320,079,387            8,994,916                685,933                 329,760,236
          97.27%                2.73%                   0.15%                     72.24%



Durban
7 December 2018

Sponsor
Investec Bank Limited

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