The directors have pleasure in presenting their report, which forms part of the audited financial statements of the Company and the Group for the year ended 30 June 2009.

Nature of business

The Company, through its subsidiaries, is engaged in the manufacture, marketing and distribution of pharmaceutical, branded consumer, personal care and infant milk formulation products, operating primarily in the healthcare industry, both locally and internationally to approximately 100 territories. It is the leading producer of generic medicines in South Africa and a leading manufacturer and supplier of generic ARVs to a developing world. Aspen’s operations also include the manufacture and supply of off-patent APIs.

Financial results and review of operations

The financial results of the Group are set out here and of the Company here of this report. The segmental analysis is included in note 40.

The consolidated earnings attributable to equity holders of the parent amounted to R1 340,4 million for the year, compared with R862,9 million for the previous year, an increase of 55%. Headline earnings per share from continuing operations increased by 68% from 225,7 cents to 379,5 cents.

The financial results are more fully described in the financial statements.

Share capital

There were no changes to the authorised share capital of Aspen during the year under review.

The authorised ordinary and preference share capital of Aspen is as follows:

Authorised ordinary share capital
700 000 000 ordinary shares with a par value of 13,90607 cents each

Authorised preference share capital
17 600 000 cumulative, variable rate A preference shares with a par value of 13,90607 cents each

20 000 000 non-redeemable, non-participating variable rate B preference shares with a par value of 13,90607 cents each

The following changes to the issued share capital and share premium were effected during the year:

Further details of the authorised and issued share capital of the Group and the Company are given in note 12 and note 15 of the Group financial statements and note 9 and note 10 of the Company financial statements.

The unissued ordinary shares are under the control of the directors of the Company until the next annual general meeting of shareholders.

Directorate and secretary

The following changes in the directorate occurred during the year under review and to the date of this report:

Resignation: Pasco Dyani on 26 February 2009

The names of the directors in office at the date of this report are set out here. The name and address of the Company Secretary is set out here.

In terms of the Company’s Articles of Association, Archie Aaron, Chris Mortimer, David Nurek and Sindi Zilwa retire at the forthcoming annual general meeting, and being eligible, offer themselves for re-election.

The Group Chief Executive and the Deputy Group Chief Executive are employed on indefinite term service contracts subject to a six-month notice period by either party.

Directors’ interests in Aspen shares

Shares under option offered to and accepted by executive directors in terms of the Aspen Share Incentive Scheme totalled 1 200 000 (2008: 1 200 000) as follows:

Share appreciation rights offered to and accepted by executive directors in terms of the Aspen Share Appreciation Plan totalled 1 029 593 (2008: 699 030) as follows:

No share appreciation rights had vested at year-end.

No share appreciation rights were exercised, lapsed or cancelled during the year.

At 30 June 2009, the direct and indirect interests of the directors in the shares of the Company were:

The register of interests of directors and others in the shares of the Company is available to members on request.

The following changes have taken place in interests of directors in the shares of the Company since 30 June 2009 up to the date of this report:
Judy Dlamini: 236 218 shares transferred from estate late N Dlamini and 27 098 shares sold.

It is Group policy that employees who have access to price sensitive information should not deal in shares or exercise share options and/or share appreciation rights of the Company for the periods from half year-end and year-end to 24 hours after publication of the half year and year-end results. During periods that the Group trades under cautionary, restrictions are also placed on directors and senior employees, due to the price sensitive information they may obtain by virtue of their positions.