Should the authority be granted at the Company’s annual general meeting, it will provide the Directors with the flexibility to repurchase such shares as and when the best interests of the Company require it to do so.

The directors, after considering the effect of the repurchase of the maximum number of Aspen shares in terms of the general authority, are satisfied that for a period of 12 months after the date of the notice of this annual general meeting:

• the Company and its subsidiaries (“the Group”) will be able to pay its debts as they become due in the ordinary course of business;
• the assets of the Group, fairly valued in accordance with International Financial Reporting Standards, will be in excess of the liabilities of the Company and the Group;
• the issued share capital of the Group will be adequate for the purpose of the business of the Group for the foreseeable future;
• the working capital available to the Group will be adequate for the Group’s requirements for the foreseeable future; and
• the Company’s sponsor must confirm the adequacy of the Company’s working capital for purposes of undertaking the repurchase of shares in writing to JSE Ltd before entering the market to proceed with the repurchase.

Special resolution number 2
Specific authority to purchase treasury shares
“Resolved that the Directors of the Company be authorised, by way of a specific authority, to approve the purchase in terms of Section 85 of the Companies Act of 1973, as amended, by Aspen of 681,301 treasury shares from Pharmacare Ltd, a wholly owned subsidiary of Aspen, at a price of R62,50 per share, being the closing share price for Aspen on JSE Ltd on 22 October 2009.

The Board of Directors is of the opinion that, after considering the effect of the specific repurchase the:

• Company and the Group will be able, in the ordinary course of business, to pay its debt for a period of 12 months after the date of approval of the special resolution;
• assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the approval of the special resolution. For this purpose the assets and liabilities were recognised and measured in accordance with the accounting policies used in the audited annual financial statements of the Group;
• share capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the approval of the special resolution;
• working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the approval of the special resolution; and
• the Company and/or its subsidiaries will not repurchase any shares during a prohibited period as defined by JSE Ltd’s Listings Requirements, unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period.”

The reasons and effects of the ordinary resolutions and the special resolutions are set out in the explanatory notes that form part of this notice.

Other
To transact such other business as may be transacted at an annual general meeting of shareholders.