Company Announcements

Result of AGM

Source: RNS
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 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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