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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
NOTICE OF ANNUAL GENERAL MEETING
ADCOCK INGRAM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
JSE share code: AIP
ISIN: ZAE000123436
(“
Adcock Ingram
”or
“the
Company
”)
Board of Directors
(“
Board
”): Mr A Hall (CEO), Prof M Haus, Dr B Joffe (Deputy Chairman), Dr T Lesoli, Ms BJ Letsoalo, Mr M Makwana,
Dr A Mokgokong, Mr R Morar, Ms D Neethling, Mr C Raphiri (Chairman), Mr M Sacks and Dr R Stewart.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual General Meeting of shareholders of Adcock Ingramwill be held at the Company’s premises, 1 New Road,
Midrand, Gauteng on Thursday, 24 November 2016 at 09:00 or at any other adjourned or postponed time determined in accordance with the
provisions of section 64(4) or section 64(10) (as read with section 64(11)(a)(i)) of the Companies Act 71 of 2008 (“
Companies Act
”) (such Annual
General Meeting being hereinafter referred to as the “
Annual General Meeting
”).
This document is important and requires your immediate attention. Your attention is drawn to the notes at the end of this notice,
which contain important information regarding shareholders’ participation at the Annual General Meeting. Should you be in any
doubt as to what action to take in respect of the proposed resolutions and other matters contemplated in this notice of Annual
General Meeting or the explanatory notes hereto, we recommend that you consult appropriate professional advisers. For purposes
of this notice of Annual General Meeting and the explanatory notes hereto, the term“shareholder” shall have the meaning ascribed
thereto in section 57(1) of the Companies Act.
In terms of section 59(1) of the Companies Act, the Board has set the record dates to determine which shareholders are entitled to:
(a) receive this Notice of Annual General Meeting as being 23 September 2016; and
(b) participate in and vote at the Annual General Meeting as being 18 November 2016.
The last day to trade in the Company’s shares, in order to participate in and vote at the Annual General Meeting is 15 November 2016.
The meeting is convened for the purpose of conducting the following business and to consider and if deemed fit, pass and approve, with or without
modification, the ordinary and special resolutions set out below in the manner required by the Companies Act and the JSE Listings Requirements.
Please see the explanatory notes commencing on page 165 for the explanations which accompany the below ordinary and special resolutions.
1. PRESENTATION OF ANNUAL FINANCIAL STATEMENTS AND REPORTS
To present the audited annual financial statements of the Company and its subsidiaries (the “Group”) as approved by the Board of the
Company in terms of section 30(3) of the Companies Act, incorporating,
inter alia
, the reports of the external Auditors, Audit Committee
and the directors for the financial year ended 30 June 2016.
2.
PRESENTATION OF THE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE REPORT
To present the report of the Social, Ethics and Transformation Committee for the financial year ended 30 June 2016, as required in terms
of Regulation 43(5)(c) of the Companies Regulations, 2011 (“
Companies Regulations
”).
3.
RE-ELECTION OF NON-EXECUTIVE DIRECTORS
Ordinary Resolution 1
3.1 To elect Dr A Mokgokong, who is retiring by rotation in accordance with clause 17.1 of the Company’s Memorandum of
Incorporation (“MOI”), as a non-executive director of the Company as contemplated in section 68(2)(a) of the Companies Act.
3.2 Dr Mokgokong, being eligible and available, offers herself for re-election.