Adcock Ingram Integrated Report 2018

SHAREHOLDER INFORMATION 150 ADCOCK INGRAM  Integrated Report 2018 EY has confirmed its willingness to continue in office and Ordinary Resolution 3 proposes the re-appointment of the firm as the Company’s auditors with effect from 1 December 2018 until the next AGM. As contemplated in section 90(3) of the Companies Act, the name of the designated auditor, Mr Warren Kinnear, forms part of the resolution. The resolution also notes the remuneration of the independent external auditors as determined by the Audit Committee of the Board. To be approved, Ordinary Resolution 3 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. If Ordinary Resolution 3 is approved, the effect would be to approve the appointment of EY as the independent external auditors of the Company until the next AGM of the Company. Ordinary Resolution 4 – Approval of the Remuneration policy Principle 14 of King IV requires companies to ensure that they remunerate fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term and requires companies to table their remuneration policy to shareholders every year for a non-binding advisory vote at the AGM. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation. The Group’s remuneration report is contained on pages 50 to 58 of the Integrated Report. Ordinary Resolution 5 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the Board will, as required in terms of King IV, disclose in the background statement of the remuneration report succeeding the voting: with whom the Company engaged, and the manner and form of engagement to ascertain the reasons for dissenting votes; and the nature of steps taken to address legitimate and reasonable objections and concerns, in the event that either the remuneration policy or implementation report, or both, were voted against by 25% (twenty-five percent), or more, of the voting rights exercised. To be approved, Ordinary Resolution 4 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. Ordinary Resolution 5 – Approval of the implementation of the remuneration policy Principle 14 of King IV further recommends that the implementation of a Company’s remuneration policy be tabled for a non-binding advisory vote by shareholders at each AGM. This resolution is of advisory nature only to enable shareholders to express their views on the implementation of the Group’s remuneration policy. To be approved, Ordinary Resolution 5 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. Ordinary Resolution 6 – Delegation of Authority This reason for Ordinary Resolution 6 is to authorise any 1 (one) director or the Company Secretary of the Company to do all such things and sign all documents and take all such action as he/she may consider necessary to implement the resolutions set out in the notice convening the AGM at which Ordinary Resolution 6 will be considered. To be approved, Ordinary Resolution 6 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. Special Resolution 1 – Financial assistance to related and inter-related parties It is important for the Group to be able to administer its cash resources efficiently. From time to time it is advisable for the Company to borrow from its subsidiaries, and to on-lend or provide loans to its subsidiaries and other potential recipients envisaged in Special Resolution 1 in accordance with the provisions of section 45 of the Companies Act. It is not possible to detail in advance all instances where such financial assistance could be required, and approval is accordingly sought as contemplated in section 45(3)(a)(ii) of the Companies Act generally for the provision of financial assistance to certain categories of potential recipients. If approved, this general authority will expire at the end of 2 (two) years from the date on which Special Resolution 1 is approved. In addition, it would be impractical and difficult to obtain shareholder approval every time the Company wishes to provide financial assistance as contemplated above. Accordingly, the Company requires flexibility and the authority to act promptly as the need arises, and the authority of this special resolution is sought in advance to obviate the need for shareholder approval in each instance. To be approved, Special Resolution 1 requires the support of more than 75% (seventy-five percent) of the voting rights exercised on the resolution. If Special Resolution 1 is approved, the effect would be to authorise the Company to grant the aforementioned financial assistance to the relevant persons, subject to compliance with the MOI and the 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). Special Resolution 2 – Proposed remuneration of non-executive directors – payable with effect from 1 December 2018 Shareholders are requested to consider and if deemed appropriate, approve the proposed annual market related fees and remuneration payable monthly or quarterly (as may be arranged with individual directors) in arrears to non-executive directors for their services as directors (which for clarity includes their participation in sub-committees of the Board) with effect from 1 December 2018 until the next AGM as set out in the table hereunder. Full particulars of all fees and remuneration for the past financial year are contained on page 58 the Integrated Report. Since the coming into effect of the Companies Act, in particular sections 65(11), 66(8) and (9), remuneration may only be paid to directors for their services as directors in accordance with a special resolution approved by the shareholders (i.e. a resolution passed with the support of at least 75% (seventy-five percent) of the voting rights exercised on the resolution) within the previous 2 (two) years. To be approved, Special Resolution 2 requires the support of at least 75% (seventy-five percent) of the voting rights exercised on the resolution. Annual General Meeting – Explanatory notes continued