Adcock Ingram Integrated Report 2016

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Integrated Report 2016

SHAREHOLDER INFORMATION

(continued)

SIX

THREE

ONE

FOUR

TWO

4.5 Pursuant to Board Notice 274 of 2015 as published by the Financial Services Board in Government Gazette No. 39531, dated 18 December

2015, section 18.1(o) of Schedule 18 to the JSE Listings Requirements was amended to provide for a new fraction entitlement principle

which will result in all allocations of securities being rounded down to the nearest whole number and a cash payment being made for

the fraction at a beneficial holder level. The new fraction entitlement principle further provides that the weighted average traded price

for the “last day to trade”(as defined in the JSE Listings Requirements) + 1 less 10% must be used as the cash value of the aforementioned

cash payment. In terms of the letter issued by the JSE to sponsors, designated advisers and company secretaries of issuers on or about

19 February 2016 in respect of the treatment of fractions, issuers are afforded a period of up to 1 May 2017 to amend their memoranda

of incorporation to provide for the aforesaid new fraction entitlement principle. The Board accordingly proposes the amendments

contemplated in item 13.5 of Special Resolution 4 to ensure compliance by the Company with the JSE Listings Requirements.

A copy of the MOI incorporating the proposed amendments (which amendments are highlighted for shareholders’ consideration) is available

for inspection from 30 September 2016 until 24 November 2016 during normal business hours at the registered office of the Company at 1 New

Road, Midrand, Gauteng and may be obtained from the Company’s website at

www.adcock.com

In terms of section 164(2)(a) of the Companies Act, any notice given to shareholders of a meeting to consider adopting a resolution to amend the

MOI of the Company by altering the preferences, rights, limitations or other terms of any class of shares in the Company in any manner materially

adverse to the rights or interests of the holders of that class of shares must include a statement informing shareholders of their rights under

the section 164 of the Companies Act. The Board is of the view that the adoption of the proposed amendments to the MOI in terms of Special

Resolution 4 will not result in a material adverse change to the interests of the existing shareholders as contemplated in section 164(2)(a) of the

Companies Act in as much as such shareholders do not hold A Ordinary Shares or B Ordinary Shares. Notwithstanding the foregoing, an extract of

section 164 of the Companies Act, setting out shareholders’rights under that section, accompanies the notice of Annual General Meeting to which

these explanatory notes are attached in the event that any shareholder believes a material adverse change may nevertheless occur.

To be approved, Special Resolution 4 requires the support of at least 75% (seventy five percent) of the voting rights exercised on the resolution.

If Special Resolution 4 is approved, the effect would be to amend the MOI in the manner contemplated by Special Resolution 4 and as

explained above.

Quorum

The meeting of shareholders contemplated herein may begin, and a matter may begin to be debated at that meeting, only if the following

quorum requirements are met as required by the Companies Act and the MOI:

subject to 2 and 3 below:

1.1 a meeting of shareholders may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least

25% (twenty five percent) of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided

at the meeting; and

1.2 a matter to be decided at the meeting may not begin to be considered unless sufficient persons are present at the meeting to

exercise, in aggregate, at least 25% (twenty five percent) of all of the voting rights that are entitled to be exercised on that matter at

the time the matter is called on the agenda;

once a quorum has been established at a meeting of shareholders, all the shareholders necessary to maintain such quorum must be

present at that meeting to consider and vote on any matter;

despite the percentage figures set out in 1, as the Company has more than 2 (two) shareholders, a meeting may not begin, or a matter

begin to be debated unless:

3.1 at least 3 (three) shareholders are “present at the meeting” (as defined in the Companies Act); and

3.2 the requirements of 1, are satisfied.