REG - Hikma Pharmaceutical - Result of AGM

Hikma PharmaceuticalsAnnouncement

25/04/2024 14:30

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RNS Number : 0857M  Hikma Pharmaceuticals Plc  25 April 2024

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 ISC(1)  Withheld(2)
 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      183,350,922  99.85%               268,755        0.15%                183,619,677       82.75%                             1,386
 Auditor
 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  177,588,670  96.74%                5,992,661     3.26%                183,581,331       82.74%                             39,732
 for shares
 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     168,246,123  91.85%                14,920,062    8.15%                183,166,185       82.55%                             454,878
 Capital Investment)
 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     178,012,603  96.95%                5,601,835     3.05%                183,614,438       82.75%                             6,625
 clear days' notice
 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           +44 20 7399 2670

 Group Company Secretary

 

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