LENMED AIR 2019.pdf

Ordinary resolution 7.2: Non-binding advisory vote on the Company’s Remuneration Implementation Report “To endorse on a non-binding advisory basis, the Company’s remuneration implementation report.” The Company’s remuneration implementation report and related information appears in the Annual Integrated Report. Percentage of voting rights to pass this resolution: 50% plus 1 vote. Notes to ordinary resolutions 7.1 and 7.2: + Principle 14 and sub-practice 37 of King IV™ recommends companies to table their Remuneration Policy and Implementation Report every year to shareholders for a non- binding advisory vote at the Company’s Annual General Meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation. + These resolutions are of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the Board of Directors of the Company will take the outcome of the vote into consideration when considering the Company’s Remuneration Policy. Special resolutions Special resolution 1: Approval of financial assistance “RESOLVED THAT to the extent required by the Companies Act, the Board of Directors of the Company may, subject to compliance with the requirements of the Company’s MOI and the Companies Act, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to: + any of its present or future subsidiaries and/or any other company or entity that is or becomes related or inter-related to the Company or any of its subsidiaries, and/or to any member of such subsidiary or related or inter-related company or entity, all as contemplated in Sections 44 and/or 45 of the Companies Act, for such amounts and on such terms and conditions as the directors of the Company may determine; such authority to endure until the Annual General Meeting of the Company for the year ended 29 February 2020.” Percentage of voting rights to pass this resolution: 65%. Motivation for special resolution 1 Notwithstanding the title of Section 45 of the Companies Act, being “Loans or other financial assistance to directors”, on a proper interpretation, the body of the section may also apply to financial assistance provided by a company to related or inter-related companies and other entities, including, inter alia, its subsidiaries, associates, joint ventures, partnerships, collaboration arrangements, etc for any purpose. Furthermore, Section 44 of the Companies Act may also apply to the financial assistance so provided by a company to related or inter-related companies or other entities, in the event that the financial assistance is provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or inter-related company. Both Sections 44 and 45 of the Companies Act provide, inter alia, that the particular financial assistance must be provided only pursuant to a special resolution of the shareholders, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category and the Board of Directors must be satisfied that: + immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test; and + the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company. The Company would like the ability to provide financial assistance, if necessary, also in other circumstances, in accordance with Section 45 of the Companies Act. Furthermore, it may be necessary or desirous for the Company to provide financial assistance to related or inter-related companies and entities to acquire or subscribe for options or securities or purchase securities of the Company or another company related or inter-related to it. Under the Companies Act, the Company will, however, require the special resolution referred to above to be adopted. In the circumstances and in order to, inter alia, ensure that the Company’s subsidiaries and other related and inter-related companies and entities have access to financing and/or financial backing from the Company (as opposed to banks), it is necessary to obtain the approval of shareholders, as set out in special resolution 1. Notice of annual general meeting continued 126 SUPPLEMENTARY INFORMATION