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FIVE

| 171

Integrated Report 2016

SHAREHOLDER INFORMATION

(continued)

SIX

THREE

ONE

FOUR

TWO

Number of votes

In favour

of the

Resolution

Against

the

Resolution

Abstain from

voting on the

Resolution

Ordinary Resolution 1

To re-elect Dr A Mokgokong as a non-executive director of the Company, who is retiring by

rotation in terms of the MOI and makes herself available for re-election.

Ordinary Resolution 2

To re-elect the following non-executive directors as Audit Committee members by way of

separate resolutions Numbers:

2.1 Mr M Sacks (Chairman)

2.2 Prof M Haus

2.3 Dr R Stewart

Ordinary Resolution 3

To ratify, by way of separate resolutions, the appointment by the Board of the following executive

directors:

3.1 Ms D Neethling as Chief Financial Officer and Executive Director of Adcock Ingram; and

3.2 Ms BJ Letsoalo as Executive Director: Human Capital and Transformation of Adcock Ingram.

Ordinary Resolution 4

To re-appoint EY as the independent External Auditors of the Company for the ensuing year (the

designated auditor being Mr Dave Cathrall) and to note the remuneration of the independent

External Auditors as determined by the Audit Committee.

Ordinary Resolution 5

To authorise any one director of the Company or the Company Secretary to do all such things and

sign all such documents (including any amendments thereto) to implement all the resolutions

tabled and approved at this Annual General Meeting.

Ordinary Resolution 6

To endorse by way of a non-binding vote the Company’s remuneration policy (excluding the

remuneration of the non-executive directors and the members of Board committees for their

services as directors and members of committees).

Special Resolution 1

To approve the Company to provide financial assistance to related and inter-related parties as

contemplated in section 45 of the Companies Act to any of the recipients falling within those

identified in the notice of this Annual General Meeting.

Special Resolution 2

To approve the proposed fees and remuneration payable to non-executive directors for their

services as directors with effect from 1 December 2016 until the next Annual General Meeting as

set out in the notice of this Annual General Meeting.

Special Resolution 3

To approve a general authority to repurchase the Company’s shares subject to the provisions

of the JSE Listings Requirements and the Companies Act as set out in the notice of this Annual

General Meeting.

Special Resolution 4

To approve the proposed amendments to the memorandum of incorporation of the Company as

set out in the notice of this Annual General Meeting.

And g

enerally to act as my/our proxy at the Annual General Meeting.

Signed by me (full names)

in my capacity as

at (place)

on this (date, month and year)

Signature

Please read the notes on the reverse hereof.

FORM OF PROXY IN RESPECT OF THE

ANNUAL GENERAL MEETING

CONTINUED