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ASPEN PHARMACARE HOLDINGS LIMITED - Report on Annual General Meeting Proceedings

Release Date: 07/12/2023 14:02
Code(s): APN     PDF:  
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Report on Annual General Meeting Proceedings

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

Date: 07-12-2023 02:02:00
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