Annual Report for the year ended 30 June 2009
   
 
   
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Notice of annual general meeting  
     
 

Notice is hereby given that the annual general meeting of shareholders of Aspen Pharmacare Holdings Ltd will be held at Building Number 1, Healthcare Park, Woodlands Drive, Woodmead, Johannesburg, Gauteng, on Friday, 4 December 2009 at 09:30.

The following business will be transacted and resolutions proposed, with or without modification:

Ordinary business

1.

Ordinary resolution number 1
Approval of annual financial statements
To receive, approve and adopt the annual financial statements of the Company and of the Group for the year ended 30 June 2009.

2.

Ordinary resolution number 2
Re-election of directors
To re-elect the following directors who retire by rotation in terms of the Articles of Association of the Company:
(a) Archie Aaron
(b) Chris Mortimer
(c) David Nurek
(d) Sindi Zilwa

all of whom are eligible and offer themselves for re-election.

Abbreviated biographical details of the directors are set out in the directorate.

3.

Ordinary resolution number 3
Re-appointment of external auditors
To re-appoint the auditors, PricewaterhouseCoopers Inc., as auditors of the Company and the Group; and Eric MacKeown as the audit partner, for the ensuing year.

4.

Ordinary resolution number 4
Remuneration of auditors
To authorise the directors of the Company to determine the remuneration of the auditors.

5.

Ordinary resolution number 5
Remuneration of non-executive directors
To approve the remuneration of non-executive directors for the year ending 30 June 2010 on the following basis :

  Type of fee    Existing   
fee for   
the year  
ended  
30 June  
2009  
R  
Proposed  
fee for  
the year  
ending  
30 June  
2010  
R  
  Group Board      
  Chairman   500 000   540 000  
  Member   176 000   190 000  
  Audit & Risk Committee      
  Chairman   176 000   220 000  
  Member   88 000   100 350  
  Remuneration & Nomination Committee      
  Chairman   60 500   65 350  
  Member   30 250   32 670  
  Transformation Committee      
  Member   46 750   50 500  

 

 

6.

Ordinary resolution number 6
General authority to distribute to shareholders part of the Company’s share premium
“Resolved that, the directors of the Company be authorised, by way of a general authority, to distribute to shareholders of the Company any share capital and reserves of the Company in terms of section 90 of the Companies Act, 61 of 1973 as amended, Article 30.2 of the Company’s Articles of Association and in terms of the Listings Requirements of JSE Ltd, provided that:

  • the distribution will be made pro rata to all ordinary shareholders;
  • the general authority shall be valid until the next annual general meeting of the Company or for 15 months from the passing of this ordinary resolution (whichever period is the shorter); and
  • any general distribution of share premium by the Company does not exceed 20% of the Company’s issued share capital and reserves, excluding minority interests.

The directors of the Company are of the opinion that, were the Company to enter into a transaction to distribute share capital and/or reserves up to a maximum of 20% of the current issued share capital and reserves, and they are satisfied that for a period of 12 months after the date of the notice of this annual general meeting:

  • the Company and its subsidiaries (“the Group”) will be able to pay its debts as they become due in the ordinary course of business;
  • the assets of the Group, fairly valued in accordance with International Financial Reporting Standards, will be in excess of the liabilities of the Company and the Group;
  • the issued share capital of the Group will be adequate for the purpose of the business of the Group for the foreseeable future; and
  • the working capital available to the Group will be adequate for the Group’s requirements for the foreseeable future.”

If the directors recommend a distribution to shareholders on publication of the preliminary results for the year ending June 2010, the above authority will be used.

7.

Ordinary resolution number 7
Renewal of the authority that the unissued shares be placed under the control of directors
“Resolved that all of the ordinary shares in the authorised but unissued share capital of the Company be placed at the disposal and under the control of the directors until the next annual general meeting of the Company, and that the directors be authorised and empowered, subject to the provisions of the Companies Act 61 of 1973 (“the Act”), and the Listings Requirements of JSE Ltd, to allot, issue and otherwise dispose of such shares to such person/s on such terms and conditions and at such times as the directors may from time-to-time in their discretion deem fit.”

8.

Ordinary resolution number 8
Authorisation for an executive director to sign necessary documents
“Resolved that any one executive director be authorised to sign all such documents and to do all such things as may be necessary for or incidental to the implementation of the resolutions to be proposed at the annual general meeting.”

Special business
Shareholders are requested to consider, and if deemed fit, pass the following special resolutions with or without amendment:

9.

Special resolution number 1
General authority to repurchase Company shares
“Resolved that the Company or any of its subsidiaries, be authorised by way of a general authority, to acquire up to a further 20% of the Company’s ordinary issued share capital (subject to the proviso that a subsidiary may not hold more than 10% of the Company’s issued share capital), in terms of Sections 85(2) and 85(3) of the Companies Act 61 of 1973, as amended, and of the Listings Requirements of JSE Ltd. Such general approval shall be valid until the next annual general meeting of the Company, provided that it shall not extend beyond 15 months from the date of passing of this special resolution. Such authority is subject to the following conditions:

  • any such acquisition of ordinary shares shall be implemented through the order book operated by JSE Ltd’s trading system and done without any prior understanding or arrangement between the Company or its subsidiary and the counter-party;
  • acquisitions in the aggregate in any one financial year may not exceed 20% of the Company’s issued share capital as at the date of passing this special resolution;
  • an announcement is published as soon as the Company or any of its subsidiaries has acquired shares constituting, on a cumulative basis, 3% of the number of the ordinary shares in issue at the time the authority is granted and for each subsequent 3% purchase thereafter, containing full details of such acquisition;
  • in determining the price at which Aspen shares are acquired by the Company or its subsidiaries, the maximum premium at which such shares may be purchased will be 10% of the weighted average of the market value of the shares for the five business days immediately preceding the date of the relevant transaction;
  • the Company or its subsidiary has been given authority by its Articles of Association;
  • at any point in time, the Company or its subsidiary may only appoint one agent to effect any repurchase on the Company’s behalf;
  • the Company’s sponsor must confirm the adequacy of the Company’s working capital for purposes of undertaking the repurchase of shares in writing to JSE Ltd before entering the market to proceed with the repurchase;
  • the Company remaining in compliance with the minimum shareholder spread requirements of JSE Ltd’s Listings Requirements; and
  • the Company and/or its subsidiaries not repurchasing any shares during a prohibited period as defined by JSE Ltd’s Listings Requirements, unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period.

 

 

 
     
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