Adcock Ingram Integrated Report 2016

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Integrated Report 2016
SHAREHOLDER INFORMATION (continued) SIX THREE ONE FOUR TWO
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given on pages 52 and 53 of the Integrated Report, collectively and individually accept full responsibility
for the accuracy of the information pertaining to this Special Resolution Number 3 and certify that to the best of their knowledge and
belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such facts have been made and that this resolution contains all information required by law and the JSE Listings Requirements.
MATERIAL CHANGE
Other than the facts and developments reported on in the Integrated Report, there have been no material changes in the financial
position of the Group since the date of signature of the audit report and the date of this notice.
12. AMENDMENTS TO THE COMPANY’S MEMORANDUM OF INCORPORATION
Special Resolution 4
To approve the following amendments to the Company’s MOI in terms of section 16(1)(c) of the Companies Act:
13.1 the removal of (i) all references in the MOI to the A ordinary shares having a par value of R0,10 each in the authorised share capital
of the Company (“A Ordinary Shares”) and the B ordinary shares having a par value of R0,10 each in the authorised share capital of
the Company (“B Ordinary Shares”); and (ii) the preferences, rights, limitations and other terms attaching to the A Ordinary Shares
and B Ordinary Shares as more fully set out in Schedule AB of the MOI, and giving effect to various other consequential changes
required by the amendments contemplated in (i) and (ii) as aforesaid;
13.2. the amendment of clause 4.5 of the MOI to render the provisions thereof consistent with the latest publication of Schedule 10 of
the JSE Listings Requirements;
13.3 the amendment of clause 12.2 of the MOI and the insertion of a new clause 12.3 in the MOI to permit shareholders to vote on any of
the following resolutions which may be proposed from time to time, in writing, in terms of section 60 of the Companies Act:
13.3.1 the change of the name of the Company;
13.3.2 any odd lot offers to shareholders;
13.3.3 the increase in the authorised share capital of the Company; and/or
13.3.4 the approval of any amendments to this MOI;
13.4 the amendment of clause 19.7.1 of the MOI to provide that a resolution of the Board that is in writing, shall be valid and effectual
as if it had been passed at a meeting of the Board duly called and constituted, if it is signed and approved by all of the directors of
the Company, other than those directors who are conflicted (whether in terms of the Companies Act or in terms of any common
law principles relating to conflicts of interest of directors); and
13.5 the amendment of clause 36 of the MOI to provide for the new fraction entitlement principle of rounding down, as contemplated
by Bulletin 1 of 2016, published by the JSE on or about 18 January 2016, and approved by the Financial Services Board in terms of
the Board Notice 274 of 2015 published in Government Gazette No 39531 on or about 18 December 2015.
Any other business
In terms of section 61(8)(d) of the Companies Act, an Annual General Meeting must provide for the transacting of business in relation to
any matters raised by shareholders, with or without advance notice to the Company.
Electronic communication and participation
Shareholders or their proxies may participate in the Annual General Meeting by way of a teleconference call and, if they wish to do so:
• must contact the Company Secretary: or+27 (0)11 635 0143during business hours (08:00 to 17:00 on
week days);
• will be required to provide reasonably satisfactory identification; and
• will be billed separately by their own telephone service providers for their telephone call to participate in the meeting.
Please note that shareholders or their proxies will be entitled to exercise voting rights at the meeting by way of teleconference call.
Proxies and voting
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, participate in and vote at the meeting
in the place of the shareholder. A proxy need not also be a shareholder of the Company. Note that equity securities held by a share trust
or scheme, treasury shares and unlisted securities will not have their votes taken into account at the Annual General Meeting for the
purposes of resolutions proposed in terms of the JSE Listings Requirements.
Please note that, in accordance with section 63(1) of the Companies Act, the person presiding at the meeting must be reasonably
satisfied that the right of that person to participate and vote, either as a shareholder, or as a proxy for a shareholder, has been reasonably