Adcock Ingram Integrated Report 2018

SHAREHOLDER INFORMATION 146 ADCOCK INGRAM  Integrated Report 2018 Notice of Annual General Meeting ADCOCK INGRAM HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 2007/016236/06 ISIN: ZAE000123436 JSE share code: AIP (“ Adcock Ingram ” or “the Company ”) Board of Directors (“ Board ”) : Ms L Boyce; Mr A Hall (CEO), Prof M Haus, Ms J John, Dr T Lesoli, Ms B Letsoalo (Executive Director: Human Capital and Transformation); Ms N Madisa, Mr M Makwana, Dr C Manning, Dr A Mokgokong, Ms D Neethling (CFO), Mr L Ralphs, Mr C Raphiri (Chairman), and Dr R Stewart. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual General Meeting of shareholders of Adcock Ingram will be held at the Company’s premises, 1 New Road, Midrand, Gauteng on Thursday, 22 November 2018 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 “ AGM ”). 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 AGM. 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 the AGM or the explanatory notes hereto, we recommend that you consult appropriate professional advisers. For purposes of this notice of the AGM 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 the AGM as being Friday, 19 October 2018; and (b) participate in and vote at the AGM as being Friday, 16 November 2018. The last day to trade in the Company’s shares, in order to participate in and vote at the AGM is Tuesday, 13 November 2018. 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 149 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 2018. 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 2018, 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 Ms N Madisa, who is retiring in accordance with clause 15.5 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. Ms Madisa, being eligible and available, offers herself for re-election (as Ordinary resolution number 1.1). 3.2 To elect Prof M Haus, who is retiring by rotation in accordance with clause 17.1 of the MOI and as contemplated in section 68(2)(a) of the Companies Act, as a non-executive director of the Company. Prof Haus, being eligible and available, offers himself for re-election (as Ordinary resolution number 1.2). 3.3 To elect Mr M Makwana, who is retiring by rotation in accordance with clause 17.1 of the MOI and as contemplated in section 68(2)(a) of the Companies Act, as a non-executive director of the Company. Mr Makwana, being eligible and available, offers himself for re-election (as Ordinary resolution number 1.3).