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ASPEN PHARMACARE HOLDINGS LIMITED - Report on Annual General Meeting Proceedings

Release Date: 04/12/2025 14:00
Code(s): APN     PDF:  
Wrap Text
Report on Annual General Meeting Proceedings

ASPEN PHARMACARE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1985/002935/06
JSE Share code: APN
ISIN: ZAE000066692
LEI: 635400ZYSN1IRD5QWQ94
(the "Company")

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS

Shareholders are advised that, at the Annual General Meeting ("AGM") of members of the Company held
on Thursday, 4 December 2025, a total of 347 043 796 or 77.77% of issued shares (446 252 332) were voted.
All ordinary and special resolutions were passed by the requisite votes. The full voting statistics from this
AGM are confirmed to be as follows:

1.    Ordinary resolution number 1: Presentation and adoption of Annual Financial Statements

              For                   Against                     Abstain*                  Shares voted*
      346 734 055                    16 400                      293 341                    346 750 455
             100%                        0%                        0.07%                         77.70%

2.    Ordinary resolution number 2: Presentation and noting of the Social & Ethics Committee Report

              For                   Against                     Abstain*                  Shares voted*
      346 659 115                    91 340                      293 341                    346 750 455
           99.97%                     0.03%                        0.07%                         77.70%

3.    Ordinary resolution number 3.1: Re-election of Kuseni Dlamini retiring by rotation and available
      for re-election

              For                   Against                     Abstain*                  Shares voted*
      238 271 812               108 663 941                      108 043                    346 935 753
           68.68%                    31.32%                        0.02%                         77.74%

4.    Ordinary resolution number 3.2: Re-election of Ben Kruger retiring by rotation and available for
      re-election

              For                   Against                     Abstain*                  Shares voted*
      346 136 973                   798 780                      108 043                    346 935 753
           99.77%                     0.23%                        0.02%                         77.74%

5.    Ordinary resolution number 3.3: Re-election of Themba Mkhwanazi retiring by rotation and
      available for re-election

              For                   Against                     Abstain*                  Shares voted*
      336 879 217                10 056 536                      108 043                    346 935 753
           97.10%                     2.90%                        0.02%                         77.74%

6.    Ordinary resolution number 3.4: Re-election of David Redfern retiring by rotation and available
      for re-election

              For                   Against                     Abstain*                  Shares voted*
      334 019 685                12 916 068                      108 043                    346 935 753
           96.28%                     3.72%                        0.02%                         77.74%

7.    Ordinary resolution number 4: Reappointment of Ernst & Young Inc. as independent external
      auditors and appointment of Ziningi Khoza as the individual registered auditor

              For                   Against                     Abstain*                  Shares voted*
      346 866 177                    69 576                      108 043                    346 935 753
           99.98%                     0.02%                        0.02%                         77.74%

8.    Ordinary resolution number 5.1: Election of Ben Kruger as a member of the Audit & Risk Committee

              For                   Against                     Abstain*                  Shares voted*
      346 472 639                   463 114                      108 043                    346 935 753
           99.87%                     0.13%                        0.02%                         77.74%

9.    Ordinary resolution number 5.2: Election of Linda de Beer as a member of the Audit & Risk
      Committee

              For                   Against                     Abstain*                  Shares voted*
      344 979 812                 1 955 941                      108 043                    346 935 753
           99.44%                     0.56%                        0.02%                         77.74%

10.   Ordinary resolution number 5.3: Election of Neo Dongwana as a member of the Audit & Risk
      Committee

              For                   Against                     Abstain*                  Shares voted*
      346 669 734                   266 019                      108 043                    346 935 753
           99.92%                     0.08%                        0.02%                         77.74%

11.   Ordinary resolution number 5.4: Election of Yvonne Muthien as a member of the Audit & Risk
      Committee

              For                   Against                     Abstain*                  Shares voted*
      322 954 796                23 980 957                      108 043                    346 935 753
           93.09%                     6.91%                        0.02%                         77.74%

12.   Ordinary resolution number 6.1: Election of Yvonne Muthien as a member of the Social & Ethics
      Committee

              For                   Against                     Abstain*                  Shares voted*
      341 226 582                 5 709 171                      108 043                    346 935 753
           98.35%                     1.65%                        0.02%                         77.74%

13.   Ordinary resolution number 6.2: Election of Kuseni Dlamini as a member of the Social & Ethics
      Committee

              For                   Against                     Abstain*                  Shares voted*
      310 665 191                36 270 562                      108 043                    346 935 753
           89.55%                    10.45%                        0.02%                         77.74%

14.   Ordinary resolution number 6.3: Election of Ben Kruger as a member of the Social & Ethics
      Committee

              For                   Against                     Abstain*                  Shares voted*
      346 410 904                   524 849                      108 043                    346 935 753
           99.85%                     0.15%                        0.02%                         77.74%

15.   Ordinary resolution number 6.4: Election of Reginald Haman as a member of the Social & Ethics
      Committee

              For                   Against                     Abstain*                  Shares voted*
      345 860 458                 1 075 295                      108 043                    346 935 753
           99.69%                     0.31%                        0.02%                         77.74%

16.   Ordinary resolution number 7: Place unissued shares under the control of directors (5%)

              For                   Against                     Abstain*                  Shares voted*
      280 892 500                66 043 253                      108 043                    346 935 753
           80.96%                    19.04%                        0.02%                         77.74%

17.   Ordinary resolution number 8: General but restricted authority for the directors to issue shares
      for cash (5%)

              For                   Against                     Abstain*                  Shares voted*
      279 938 521                66 999 182                      106 093                    346 937 703
           80.69%                    19.31%                        0.02%                         77.74%

18.   Ordinary resolution number 9: Authorisation for an Executive Director to sign necessary documents

              For                   Against                     Abstain*                  Shares voted*
      346 233 749                   702 004                      108 043                    346 935 753
           99.80%                     0.20%                        0.02%                         77.74%

19.   Non-binding advisory resolution number 1: Endorsement of the remuneration policy by way of a
      non-binding advisory vote

              For                   Against                     Abstain*                  Shares voted*
      269 779 105                77 156 493                      108 198                    346 935 598
           77.76%                    22.24%                        0.02%                         77.74%

20.   Non-binding advisory resolution number 2: Remuneration implementation report

              For                   Against                     Abstain*                  Shares voted*
      278 628 488                38 802 867                   29 612 441                    317 431 355
           87.78%                    12.22%                        6.64%                         71.13%

21.   Special resolution number 1.1 (a): Remuneration of Non-executive Directors – Board Chair

              For                   Against                     Abstain*                  Shares voted*
      346 137 853                   736 010                      169 933                    346 873 863
           99.79%                     0.21%                        0.04%                         77.73%

22.   Special resolution number 1.1 (b): Remuneration of Non-executive Directors – Board Member

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                      0.04%                           77.73%

23.   Special resolution number 1.2 (a): Remuneration of Non-executive Directors – Audit & Risk
      Committee – Chair

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

24.   Special resolution number 1.2 (b): Remuneration of Non-executive Directors – Audit & Risk
      Committee – Member

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

25.   Special resolution number 1.3 (a): Remuneration of Non-executive Directors – Remuneration &
      Nomination Committee – Chair

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

26.   Special resolution number 1.3 (b): Remuneration of Non-executive Directors – Remuneration &
      Nomination Committee – Member

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

27.   Special resolution number 1.4 (a): Remuneration of Non-executive Directors – Social & Ethics
      Committee – Chair

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

28.   Special resolution number 1.4 (b): Remuneration of Non-executive Directors – Social & Ethics
      Committee – Member

              For                   Against                     Abstain*                  Shares voted*
      346 515 745                   358 118                      169 933                    346 873 863
           99.90%                     0.10%                        0.04%                         77.73%

29.   Special resolution number 2: Financial assistance to related or inter-related company

              For                   Against                     Abstain*                  Shares voted*
      338 292 119                 8 643 434                      108 243                    346 935 553
           97.51%                     2.49%                        0.02%                         77.74%

30.   Special resolution number 3: General authority to repurchase shares

              For                   Against                     Abstain*                  Shares voted*
      338 498 262                 8 435 304                      110 230                    346 933 566
           97.57%                     2.43%                        0.02%                         77.74%

*Disclosed as a percentage of total issued shares as at the date of the meeting.

Durban
04 December 2025

Sponsor:
Investec Bank Limited

Date: 04-12-2025 02:00:00
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