Adcock Ingram Integrated Report 2018

147 ADCOCK INGRAM  Integrated Report 2018 4. ELECTION OF AUDIT COMMITTEE MEMBERS Ordinary Resolution 2 4.1 To elect by way of separate divisible resolutions the following non-executive directors as the Audit Committee members for the ensuing year in accordance with section 94 of the Companies Act. The Audit Committee members listed below currently serve on the committee and, accordingly, offer themselves for re-election: 4.1.1 Ms J John (Chairperson) (as Ordinary Resolution 2.1); 4.1.2 Ms L Boyce (as Ordinary Resolution 2.2); 4.1.3 Prof M Haus (as Ordinary Resolution 2.3) subject to being re-elected as a director in terms of Ordinary Resolution 1.2 above; and 4.1.4 Dr R Stewart (as Ordinary Resolution 2.4). 5. RE-APPOINTMENT OF EXTERNAL AUDITORS Ordinary Resolution 3 To appoint Ernst & Young as independent external auditors of the Company for the ensuing year (the designated auditor being Mr Warren Kinnear) and to note the remuneration of the independent external auditors as determined by the Audit Committee of the Board for the past year’s audit as reflected in note 6 to the annual financial statements. 6. APPROVAL OF THE REMUNERATION POLICY Ordinary Resolution 4 To endorse, by way of a non-binding advisory vote, the Group’s remuneration policy (excluding the remuneration of the non-executive directors for their services as directors and members of committees), as set out on page 51 of the Integrated Report. 7. APPROVAL OF THE IMPLEMENTATION OF THE REMUNERATION POLICY OF THE COMPANY Ordinary Resolution 5 To endorse, by way of a non-binding advisory vote, the Group’s implementation report as set out on pages 53 to 58 of the Integrated Report. 8. DELEGATION OF AUTHORITY Ordinary Resolution 6 To authorise any 1 (one) director of the Company and/or the Company Secretary to do all such things and sign all such documents (including any amendments thereto) as are deemed necessary or advisable to implement the ordinary and special resolutions which have been (or will be) duly passed as set out in the notice convening the AGM. 9. FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED PARTIES Special Resolution 1 To approve, subject to compliance with the provisions of the MOI and Companies Act (including but not limited to the Board being satisfied that immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company), the provision by the Company, at any time and from time to time during the period of 2 (two) years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance, by way of a loan, guarantee of a loan or other obligation or securing of a debt or other obligation or otherwise as the Board may authorise, (i) to any 1 (one) or more related or inter-related company(ies) or corporation(s), (as such relations and inter-relationships are outlined in section 2 of the Companies Act), on such other terms and conditions as the Board may deem fit, subject to the Companies Act. 10. PROPOSED REMUNERATION OF NON-EXECUTIVE DIRECTORS PAYABLE WITH EFFECT FROM 1 DECEMBER 2018 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 2018 until the next AGM as set out in the explanatory notes. 11. APPROVAL OF THE PERFORMANCE BASED LONG-TERM INCENTIVE SCHEME Special Resolution 3 To consider and approve the Adcock Ingram Performance Based Long-Term Incentive Scheme 2018 (“the PBLTIS ”) in terms of all relevant sections of the Companies Act (including, but not limited to, sections 41, 44 and 48) and in terms of the listings requirements of the JSE Limited (“ the JSE Listings Requirements ”) (including, but not limited to, Schedule 14). Details of the PBLTIS are set out in a separate insert. In addition, the directors of the Company are hereby authorised to take all such steps as may be necessary for the establishment and carrying into effect of the PBLTIS, including without limitation the allotment, issue and/or purchase of ordinary shares of the Company and the granting of financial assistance in relation thereto (all on the terms and conditions set out in the PBLTIS,) to or for the benefit of participants of the PBLTIS, including executive directors of the Company. Notice of Annual General Meeting continued