Hikma Pharmaceuticals
PLC
Results of 2024 Annual
General Meeting
LONDON, 25 April 2024 Hikma
Pharmaceuticals PLC (LSE: HIK) (NASDAQ Dubai: HIK) (OTC: HKMPY)
(LEI:549300BNS685UXH4JI75) (the 'Company' or 'Hikma') announces that its Annual
General Meeting ('AGM') was
held at Sofitel London St James, 6 Waterloo Place, London SW1Y 4AN
earlier today (25 April 2024) and commenced at 11.00 am. All the
proposed resolutions were duly passed by shareholders by way of a
poll. Resolutions 1 to 17 (inclusive) were passed as ordinary
resolutions and Resolutions 18 to 21 (inclusive) were passed as
special resolutions. Resolutions 22 to 25 (inclusive) were passed
as ordinary resolutions on which only Independent Shareholders
(that is, excluding members of the Darhold Concert Party, in
accordance with the City Code on Takeovers and Mergers) were
entitled to vote.
Copies of the resolutions dealing
with special business passed at the AGM have been submitted to the
FCA's Electronic Submission System and will be available from the
National Storage Mechanism. Capitalised terms used but not
otherwise defined in this announcement shall have the meanings
given to them in the Notice of Meeting dated 22 March
2024.
The total number of votes cast on
the poll for each resolution (the full text of the resolutions is
detailed in the Notice of Meeting dated 22 March 2024) is set out
below. The number of Ordinary Shares in issue at the close of
business on 23 April 2024 was 234,718,492. At that time there
were 12,833,233 Ordinary Shares held in treasury, which are not
counted in the voting capital of the Company which, therefore, was
221,885,259.
|
Resolution
|
Votes For
|
% of Eligible
Votes
|
Votes
Against
|
% of Eligible
Votes
|
Total Votes
Cast
|
Total votes cast as a % of
ISC1
|
Withheld2
|
|
1. To receive the 2023 report
and accounts
|
181,198,032
|
99.77%
|
420,652
|
0.23%
|
181,618,684
|
81.85%
|
2,002,379
|
|
2. To approve a final dividend
of 47 cents per share
|
183,619,000
|
100.00%
|
-
|
0.00%
|
183,619,000
|
82.75%
|
2,063
|
|
3. To re-appoint
PricewaterhouseCoopers LLP as Auditor
|
182,047,455
|
99.14%
|
1,571,545
|
0.86%
|
183,619,000
|
82.75%
|
2,063
|
|
4. To authorise the Audit
Committee to determine the remuneration of the Auditor
|
183,350,922
|
99.85%
|
268,755
|
0.15%
|
183,619,677
|
82.75%
|
1,386
|
|
5. To elect Riad Mishlawi as a
Director
|
182,679,147
|
99.49%
|
931,142
|
0.51%
|
183,610,289
|
82.75%
|
10,774
|
|
6. To re-elect Said Darwazah as
a Director
|
175,159,173
|
95.46%
|
8,330,791
|
4.54%
|
183,489,964
|
82.70%
|
131,099
|
|
7. To re-elect Mazen Darwazah
as a Director
|
173,570,357
|
94.59%
|
9,919,072
|
5.41%
|
183,489,429
|
82.70%
|
131,634
|
|
8. To re-elect Victoria Hull as
a Director
|
171,362,071
|
93.33%
|
12,252,259
|
6.67%
|
183,614,330
|
82.75%
|
6,733
|
|
9. To re-elect Ali Al-Husry as
a Director
|
181,637,139
|
98.99%
|
1,851,670
|
1.01%
|
183,488,809
|
82.70%
|
132,254
|
|
10. To re-elect John Castellani
as a Director
|
182,829,533
|
99.57%
|
783,105
|
0.43%
|
183,612,638
|
82.75%
|
8,425
|
|
11. To re-elect Nina Henderson
as a Director
|
182,724,512
|
99.52%
|
889,994
|
0.48%
|
183,614,506
|
82.75%
|
6,557
|
|
12. To re-elect Cynthia Flowers
as a Director
|
182,948,600
|
99.64%
|
665,730
|
0.36%
|
183,614,330
|
82.75%
|
6,733
|
|
13. To re-elect Douglas Hurt as
a Director
|
182,827,276
|
99.57%
|
785,362
|
0.43%
|
183,612,638
|
82.75%
|
8,425
|
|
14. To re-elect Laura Balan as
a Director
|
183,048,421
|
99.69%
|
565,909
|
0.31%
|
183,614,330
|
82.75%
|
6,733
|
|
15. To re-elect Dr Deneen Vojta
as a Director
|
183,188,326
|
99.77%
|
426,004
|
0.23%
|
183,614,330
|
82.75%
|
6,733
|
|
16. To receive and approve the
annual report on Remuneration
|
167,893,145
|
91.44%
|
15,724,640
|
8.56%
|
183,617,785
|
82.75%
|
3,278
|
|
17. To authorise the Directors
to allot shares and grant rights to subscribe for shares
|
177,588,670
|
96.74%
|
5,992,661
|
3.26%
|
183,581,331
|
82.74%
|
39,732
|
|
18. To authorise the
disapplication of pre-emption rights (General)
|
175,982,388
|
95.86%
|
7,602,205
|
4.14%
|
183,584,593
|
82.74%
|
36,470
|
|
19. To authorise the
disapplication of pre-emption rights (Acquisition or Capital
Investment)
|
168,246,123
|
91.85%
|
14,920,062
|
8.15%
|
183,166,185
|
82.55%
|
454,878
|
|
20. To authorise the Company to
purchase Ordinary Shares
|
182,110,127
|
99.32%
|
1,251,967
|
0.68%
|
183,362,094
|
82.64%
|
258,969
|
|
21. To authorise the Company to
hold general meetings on not less than 14 clear days'
notice
|
178,012,603
|
96.95%
|
5,601,835
|
3.05%
|
183,614,438
|
82.75%
|
6,625
|
|
22. To approve the Rule 9
Waiver (Buyback Waiver)
|
72,087,355
|
56.62%
|
55,225,852
|
43.38%
|
127,313,207
|
57.38%3
|
277,747
|
|
23. To approve the Rule 9
Waiver (Existing Awards Waiver)
|
119,728,008
|
94.04%
|
7,583,303
|
5.96%
|
127,311,311
|
57.38%3
|
279,643
|
|
24. To approve the Rule 9
Waiver (2024 Awards Waiver)
|
119,728,008
|
94.04%
|
7,583,303
|
5.96%
|
127,311,311
|
57.38%3
|
279,643
|
|
25. To approve the Rule 9
Waiver (2025 Awards Waiver)
|
119,727,713
|
94.04%
|
7,583,598
|
5.96%
|
127,311,311
|
57.38%3
|
279,643
|
1 Issued Ordinary
Share capital of the Company (excluding treasury
shares).
2 A "withheld"
vote is not a vote in law and is not counted in the calculation of
the proportion of votes "for" or "against" a resolution.
3 In order to
comply with the City Code on Takeovers and Mergers, only the votes
cast by the independent shareholders were counted for the purposes
of Resolutions 22 to 25.
Declaration of final
dividend
The dividend of 47 cents per share
will be paid on 3 May 2024 to shareholders on the register at the
close of business on 22 March 2024. Shareholders who are not
resident in Jordan have been given the option of receiving their
dividend in Pounds Sterling. The exchange rate in respect of this
dividend will be $1.265373
to £1. The exchange rate for Jordanian Dinar is
fixed to the US Dollar at circa $1 to 0.708JD.
Resolution 22 - approval of
the Rule 9 Waiver (Buyback Waiver)
Resolution 22, being the ordinary
resolution to approve the waiver of Rule 9 of the City Code on
Takeovers and Mergers (the 'Rule 9
Waiver (Buyback Waiver)'), in connection with any increase
in the Darhold Concert Party's holdings in the Company's voting
capital to 30% or more, resulting from the exercise of the
Company's share buyback authority pursuant to Resolution 20, was
duly passed by 56.62% of the votes cast by the independent
shareholders of the Company (being holders of Ordinary Shares other
than the Darhold Concert Party) with 43.38% of the votes against.
Resolution 22 enables Hikma to fully exercise the authority granted
under Resolution 20 to make on-market purchases of up to
approximately 10% of its issued Ordinary Share capital, which is a
standing authority sought by the Company on an annual basis and at
today's AGM was approved with a majority of 99.32%. Resolutions 20
and 22 together provide the Company with additional flexibility to
return value to shareholders, including through a possible future
buyback programme. Had Resolution 22 not been passed, the Company's
optionality in this regard would have been restricted. Hikma will
continue to engage with proxy advisers and shareholders on the
rationale and merits of the Rule 9 Waiver (Buyback Waiver) as part
of a constructive dialogue.
- ENDS -
Enquiries:
|
Hikma Pharmaceuticals PLC
|
|
|
Helen Middlemist
Group Company Secretary
|
+44 20
7399 2670
|