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 |
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