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11/22/2018 5:30:00 PM

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AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting
AIP: ADCOCK INGRAM HOLDINGS LIMITED - Results of annual general meeting
Results of annual general meeting
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
("Adcock Ingram" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting ("AGM") held today, 22 November 2018, convened in terms of the notice of the AGM forming part of the
integrated report, all the ordinary and special resolutions proposed at the AGM were passed by the requisite majority of votes, as follows:
                                                                Votes cast disclosed as a percentage
                                                                 in relation to the total number of                        Shares voted           Shares abstained
                                                                    shares voted at the meeting                            disclosed as a           disclosed as a
                                                                                                        Number of          percentage in            percentage in
 Resolutions                                                                                           shares voted    relation to the total    relation to the total
                                                                                                                       issued share capital*    issued share capital*
                                                                                                                         
                                                                For                Against
 Ordinary Resolution 1
 To elect the following Non-Executive Directors who retire in
 terms of the Memorandum Of Incorporation (MOI) and
 makes themselves available for re-election by way of
 separate resolutions:
 1.1 Ms N Madisa                                                98.95%             1.05%               156 210 834           88.88%                   0.01%
 1.2 Prof M Haus                                                99.80%             0.20%               156 210 834           88.88%                   0.01%
 Ordinary Resolution 2
 To re-elect the following Non-Executive Directors as Audit
 Committee members by way of separate resolutions:
 2.1 Ms J John (Chairperson)                                    99.80%             0.20%               156 210 834           88.88%                   0.01%
 2.2 Ms L Boyce                                                 99.80%             0.20%               156 210 834           88.88%                   0.01%
 2.3 Prof M Haus                                                99.78%             0.22%               156 210 834           88.88%                   0.01%
 2.4 Dr R Stewart                                               99.11%             0.89%               156 210 834           88.88%                   0.01%
 Ordinary Resolution 3
 To re-appoint EY as the independent external auditors of the   99.29%             0.71%               156 210 834           88.88%                   0.01%
 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.
 Ordinary Resolution 4
 To endorse by way of a non-binding vote the Company´s
 remuneration policy (excluding the remuneration of the         98.41%             1.59%               156 210 834           88.88%                   0.01%
 Non-Executive Directors for their services as directors and
 members of committees).
 Ordinary Resolution 5
 To endorse, by way of a non-binding advisory vote, the
 Company and Group´s remuneration implementation
 report.                                                        98.72%             1.28%               156 210 834           88.88%                   0.01%
 Ordinary Resolution 6
 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                100.00%            0.00%               156 210 834           88.88%                   0.01%
 implement all the resolutions tabled and approved at this
 AGM.
 Special Resolution 1
 To approve the Company to provide financial assistance to
 related and inter-related parties as contemplated in section   99.49%             0.51%               156 210 834           88.87%                   0.02%
 45 of the Companies Act to any of the recipients falling
 within those identified in the notice of this AGM.
 Special Resolution 2
 To approve the proposed fees and remuneration payable to
 non-executive directors for their services as directors with   95.62%             4.38%               156 210 834           88.87%                   0.02%
 effect from 1 December 2018 until the next AGM as set out
 in the notice of this AGM.
 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,    94.92%             5.08%               156 210 834           88.81%                   0.08%
 Schedule 14). Details of the PBLTIS are set out in the insert
 hereto. 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.
 
*Total issued share capital is 175,748,048.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Johannesburg
22 November 2018
Sponsor
Rand Merchant Bank (a Division of FirstRand Bank Limited)
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