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LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Report on proceedings at the Annual General Meeting and changes to the Board and Committees

Release Date: 27/01/2021 16:30
Code(s): LHC     PDF:  
Wrap Text
Report on proceedings at the Annual General Meeting and changes to the Board and Committees

LIFE HEALTHCARE GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/06)
ISIN: ZAE000145892
Share Code: LHC
("Life Healthcare" or "the Company")


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD AND COMMITTEES

At the 16th annual general meeting ("AGM" or "the meeting") of the shareholders of Life Healthcare held on 27 January
2021 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes.
In this regard, Life Healthcare confirms the voting statistics from the AGM as follows:

                                                                                           Shares         Shares
                                         Votes cast disclosed as a                          voted       abstained
                                         percentage of the total                          disclosed     disclosed
                                         number of shares voted        Number of            as a           as a
 Resolution                                  at the meeting           Shares Voted       percentage     percentage
                                                                                        of the total   of the total
                                                                                           issued         issued
                                            For         Against                            shares*        shares*
 Ordinary Resolution 1: Appointment
 of independent external auditors         98.87%         1.13%        1 221 196 027        83.22%         0.01%
 
 Ordinary Resolution 2.1: Re-election
 of director - M Jacobs                   99.99%         0.01%        1 221 177 673        83.22%         0.01%

 Ordinary Resolution 2.2: Re-election
 of director - V Litlhakanyane            99.99%         0.01%        1 221 177 673        83.22%         0.01%

 Ordinary Resolution 2.3: Re-election
 of director - A Mothupi                  99.99%         0.01%        1 221 177 673        83.22%         0.01%
 
 Ordinary Resolution 2.4: Re-election
 of director - M Sello                    96.17%         3.83%        1 221 177 673        83.22%         0.01%

 Ordinary Resolution 2.5: Re-election
 of director - R Vice                     95.83%         4.17%        1 221 182 681        83.22%         0.01%
 
 Ordinary Resolution 2.6: Re-election
 of director - P Wharton-Hood             99.02%         0.98%        1 221 182 681        83.22%         0.01%
 
 Ordinary Resolution 3.1: Re-election
 of audit committee member - P            95.22%         4.78%        1 221 182 681        83.22%         0.01%
 Golesworthy (Chairman)

 Ordinary Resolution 3.2: Re-election
 of audit committee member - A
 Mothupi (subject to re-election as       98.83%         1.17%        1 221 177 673        83.22%         0.01%
 per 2.3)

 Ordinary Resolution 3.3: Re-election
 of audit committee member - G            91.35%         8.65%        1 221 177 673        83.22%         0.01%
 Solomon

 Ordinary Resolution 3.4: Re-election
 of audit committee member - R Vice       99.55%         0.45%        1 221 182 681        83.22%         0.01%
 (subject to re-election as per 2.5)

 Ordinary Resolution 4.1:
 Endorsement of the Group’s               89.71%        10.29%        1 220 136 780        83.15%         0.08%
 remuneration policy

 Ordinary Resolution 4.2:
 Endorsement of the Group’s
 remuneration implementation              63.97%        36.03%        1 221 191 008        83.22%         0.01%
 report

 Ordinary Resolution 5: Authority to
 sign documents to give effect to        100.00%         0.00%        1 220 085 262        83.15%         0.09%
 resolutions

 Special Resolution 1: Approval of
 non-executive directors’                 98.65%         1.35%        1 221 148 180        83.22%         0.02%
 remuneration

 Special Resolution 2: General
 authority to provide financial           94.61%         5.39%        1 221 171 019        83.22%         0.01%
 assistance

 Special Resolution 3: General
 authority to repurchase Company          99.82%         0.18%        1 221 190 577        83.22%         0.01%
 shares

*Total issued share capital is 1 467 349 162.

Shareholders are further advised that as a result of more than 25% of the votes cast against ordinary resolution number
4.2, and in accordance with the King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(j) of
the Listings Requirements of the JSE Limited, the Company will invite dissenting shareholders who voted against ordinary
resolution number 4.2 to engage with the Company regarding their views on Life Healthcare's remuneration policy.

A date and time for this engagement will be communicated to shareholders in due course. In the interim, shareholders
may forward their concerns/ questions regarding Life Healthcare's remuneration policy to the Company Secretary via
email at avanthip@life.co.za.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property
Commission in due course.

Board and Committee changes

Mr Peter Golesworthy will step down as Chairman of the Nominations and Governance Committee and Dr Victor
Litlhakanyane will take over as Chairman of the Committee, both with immediate effect. Mr Golesworthy will remain a
member of the Committee.

As per the announcement released by the Company on 27 July 2020, shareholders are hereby advised that Mr Mustaq
Brey will be retiring from the Board as director and Chairman, and Dr Victor Litlhakanyane would be appointed as the non-
executive Chairman of the Board, both with immediate effect following the conclusion of the AGM. Mr Golesworthy will
continue in his role as the Lead Independent Director.

The Board wishes to express its sincere thanks and appreciation to Mr Brey for his contribution to the Group and wishes
him the very best.

Dunkeld
27 January 2021

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 27-01-2021 04:30:00
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