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ASPEN PHARMACARE HOLDINGS LIMITED - Report on Annual General Meeting Proceedings

Release Date: 05/12/2024 15:00
Code(s): APN     PDF:  
Wrap Text
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,
5 December 2024, a total of 341 842 859 or 76.60% 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*
         340 712 222                   1 443               1 129 194                   340 713 665
                100%                   0.00%                   0.25%                        76.35%

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

                  For                 Against                Abstain*                Shares voted*
          340 712 222                   1 443               1 129 194                  340 713 665
                 100%                   0.00%                   0.25%                       76.35%

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

                  For                 Against                Abstain*                Shares voted*
          284 393 302              56 969 992                 479 565                  341 363 294
               83.31%                  16.69%                   0.11%                       76.50%

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*
          332 810 581               8 764 793                 267 485                  341 575 374
               97.43%                   2.57%                   0.06%                       76.54%

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

                  For                 Against                Abstain*                Shares voted*
          340 588 416                 991 365                 263 078                  341 579 781
               99.71%                   0.29%                   0.06%                       76.54%

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

                   For                Against                Abstain*                Shares voted*
          239 339 678             102 300 651                 202 530                  341 640 329
               70.06%                  29.94%                   0.05%                       76.56%

7    Ordinary resolution number 3.5: Re-election of Yvonne Muthien retiring by rotation and
     available for re-election

                  For                 Against                Abstain*                Shares voted*
          337 551 544               4 088 785                 202 530                  341 640 329
               98.80%                   1.20%                   0.05%                       76.56%

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

                  For                 Against                Abstain*                Shares voted*
          341 622 125                  18 204                 202 530                  341 640 329
               99.99%                   0.01%                   0.05%                       76.56%

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

                  For                 Against                Abstain*                Shares voted*
          341 024 341                 615 988                 202 530                  341 640 329
               99.82%                   0.18%                   0.05%                       76.56%

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

                  For                 Against                Abstain*                Shares voted*
          337 006 741               4 568 633                 267 485                  341 575 374
               98.66%                   1.34%                   0.06%                       76.54%

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

                  For                 Against                Abstain*                Shares voted*
          341 575 798                   3 983                 263 078                  341 579 781
                 100%                   0.00%                   0.06%                       76.54%

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

                  For                 Against                Abstain*                Shares voted*
          327 890 505              13 749 824                 202 530                  341 640 329
               95.98%                   4.02%                   0.05%                       76.56%

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

                  For                 Against                Abstain*                Shares voted*
          311 842 562              29 797 767                 202 530                  341 640 329
               91.28%                   8.72%                   0.05%                       76.56%

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

                  For                 Against                Abstain*                Shares voted*
          313 784 056              27 856 273                 202 530                  341 640 329
               91.85%                   8.15%                   0.05%                       76.56%

15   Ordinary resolution number 8: Authorisation for an Executive Director to sign necessary
     documents

                  For                 Against                Abstain*                Shares voted*
          341 611 612                  28 717                 202 530                  341 640 329
               99.99%                   0.01%                   0.05%                       76.56%

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*
          313 446 978              27 967 033                  428 848                 341 414 011
               91.81%                   8.19%                    0.10%                      76.51%

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

                  For                 Against                 Abstain*               Sh res voted*
          313 267 296              28 146 715                  428 848                 341 414 011
               91.76%                   8.24%                    0.10%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          341 203 157                 237 372                  402 330                 341 440 529
               99.93%                   0.07%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
         338 674 470                2 766 059                  402 330                 341 440 529
              99.19%                    0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          338 674 470               2 766 059                  402 330                 341 440 529
               99.19%                   0.81%                    0.09%                      76.51%

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

                  For                 Against                 Abstain*               Shares voted*
          330 694 939              10 712 401                  435 519                 341 407 340
               96.86%                   3.14%                    0.10%                      76.51%

27    Special resolution number 3: General authority to repurchase shares

                  For                 Against                 Abstain*               Shares voted*
          331 470 775               9 942 210                  429 874                 341 412 985
               97.09%                   2.91%                    0.10%                      76.51%

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

Durban
05 December 2024

Sponsor
Investec Bank Limited

Date: 05-12-2024 03:00:00
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