Absa Group Limited (ABG) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of the Board of Absa Group Limited, I will only welcome you our valued stakeholders to the 39th AGM. Before we proceed, I would just like to mention a few things. Shareholders joining us on Teams are please requested to use our broadcast on the shareholder platform as the broadcast on will be slightly behind the Teams. So if you can help us with that. That would help us a lot. Thank you. Before I provide my opening remarks, let me also outline the process for any shareholder that has questions around the Annual General Meeting notice. The 2024 integrated report, the 2024 annual financial statements, the '24 report of the Social, Sustainability and Ethics Committee or any other matter, which is tabled at this meeting. If you are attending in person in the room, please raise your hand to ask questions. If you are attending virtually and wish to ask verbal questions, please raise your hand on Teams or if you're attending by the shareholder platform, please send your questions now by selecting the Q&A icon at the top of the screen and then typing in your message within the chat box at the bottom of the [indiscernible] screen and then press send. Shareholders are required invitation code to access the shareholder platform, and this would have been provided in advance upon online registration through a Computershare virtual meeting services shareholder platform at https://meetnow.global/za, and thereby click on the Absa logo. As I'll give that respond or direct the questions to the appropriate respondent. Shareholders are also advised -- also referred to the virtual or hybrid meeting shareholder user guide, which is available in the documents folder. Once the meeting has been accessed from the upside AGM 2025 shareholder platform to participate with shareholders. The user guide would have been e-mailed to shareholders after they had received their access credentials. And ladies and gentlemen, the notice convening this meeting has been in your position for the prescribed period. Following the sale announcement of 27 May 2025, shareholders are hereby reminded that ordinary resolution 5.6, and that's the one relating to the reappointment of René van Wyk, as Audit Committee Member that resolution has been strong. So we will not be voting on resolution 5.6. Just once again, thank you for being here. Following a wave of elections across a number of countries, political shifts and trade realignments in developing nations have deepen the signs of uncertainty in the world. Despite this uncertainty and the related volatility, the global economy has stayed in aggregate in 2024. Inflation East and interest rates began to trend lower. So with varying degree of caution and divergence across markets. In our continent, the picture was mixed. Across our African person markets, monetary easing gained momentum and growth trended upwards. However, many economies continue to grapple with policy fragility, the rising protectionism that we are seeing and also an unit discount capacity. These tempered the recovery and underscored the structural nature of the continent's growth challenges. In South Africa, the suspension of load shedding the formation of a government of National Unity and some improvements in freight and port operations improved business sentiment. That the first report cut in 4 years marked the start of gradual easing cycle. However, political tensions around the delays and the passing of the national budget exposed the fragility of the new political arrangement tempering with the optimism I mentioned earlier. This continent-wide pattern of setback and recovery was reflected in our results. The dramatic shift in U.S. policy will continue to impact our continent both directly through reduced paid increased tariffs and impediments to trade and more indirectly given the impact on our trading partners and on global economic focus as a whole. The impact on ESG has been at the forefront of these policy changes, and we see this reflected in the views of multinationals and government at large. At Absa, we remain committed to ESG, both in this client and social dimensions and we continue to monitor our impact and our commitments through our various committees. Performance-wise, 2024 was a year of 2 halves, whilst our first half disappointed us. We rallied in the second half to deliver much improved results. For the full year, our headline earnings per share grew 10% and our return on equity improved to 14.8% which was in line with our cost of equity. After a strong December, our total shareholder return was 23%, which was a significant improvement from 2023's decline of 9%. And whilst, as the Board were encouraged by our improved results, we recognize the need to maintain this momentum and consistently meet our guidance. So we are focused on delivering our 2025 return on equity guidance of slightly above 15% and also committed to our target of 16% for 2026, where we are clear and realistic plan and the board is encouraged by management's commitment and single minded focus on execution. I must say ladies and gentlemen, a lot of credit goes to Charles Russon, who stepped in as interim Chief Executive, he brought steadiness, he brought strategic clarity and he bought results focused leadership at a critical time. Improving the performance of the retail SMA business is a priority for us. Combining it into one business is an important step in this process, and I'm sure you've seen some media reports in this regard. Appointing Kenny Fihla as a permanent Chief Executive for the group is a step to us -- it a step to us strengthening our executive leadership. As you know, it starts exactly in 2 weeks or 2 days [indiscernible]. Kenny brings strong Pan-African banking experience and a proven track record in delivering results in challenging times. He has the unwavering support of the Board, and we'll work with the executive team to resolve Absa is well positioned to meet both current and future demands. As the Board, we are confident that this leadership will further enhance upsize positive momentum and our ability to deliver meaningful value to our clients and stakeholders. Amidst all these changes, we are mindful of the critical role by culture plays in delivering our strategy. While the period last year impacted employee morale, we are excited about the culture transformation work is underway throughout the organization to develop a thriving workforce that is agile, performance-driven and equipped to drive our pan-African ambition. Over the years, we have remained resolute about fostering diversity, equity, inclusion and belonging across the organization. We have achieved notable progress in advancing black representation across all management levels. While the progress is evident, opportunities do remain to enhance the presentation of Africans and also increase the representation of black women in senior management. Being an force for good, we've always said this. We're saying that we are active force for good in everything thaty we do. And we do so, and that we are is a nonnegotiable imperative for us. So that's important for us. So I'm thus pleased that we continue to exceed expectations, especially in our sustainability initiatives. So notably, sustainable finance reached ZAR 37.1 billion in 2024. This led us to achieve our cumulative target of ZAR 100 billion, 1 year ahead of selling in terms of -- of our fund. Technological advances such as artificial intelligence and quantum computing as well as increased adoption of digital wireless and cashless payments are reshaping the banking landscape. So we continue to invest in technology to strengthen our digital offerings across all segments and use advanced analytics to enhance our clients' digital experience. We are proud to have delivered a reliable and stable online digital services in 2024 as well as progress in digital adoption across our markets. On the Board front, we have made changes to the Board composition this year. So in line with our commitment to enhancing the board's capacity and driving effective succession planning, we appointed Sindi Zilwa and Zarina Bassa effective from the 1st of April in 2025 this year. Sindi is an experienced Board Director and former audit. She brings strong credentials in entrepreneurship, risk management and governance. Zarina brings extensive banking and Board experience underpinned by background as a former audit partner and also as a retail banking executive. We are confident that the expertise will strengthen the Board, but will also enhance the diversity of perspectives around the table. As announced a few weeks ago, I will be stepping down as Chairman of the Board and also as an Independent Non-Executive Director. This takes place effective 15th of July this year. Last year was a very -- was very challenging for us as we dealt with Absa's poor performance dealing with the reputational issues and leadership changes. This plays heavy demands on our board, particularly on myself and my time. So my decision was prompted by the need to invest more time in my business interest in the short term to spend more time with my family and to inject momentum to my community projects, all of which have become important as one and [indiscernible]. Given that Absa is very positive for improved performance. We have appointed a new CEO and started restructuring our retail operating model. And now it seems like an opportune time for me to step down. It has been an honor to serve with committed directors on the Board and to work with the management team that has demonstrated remarkable resilience through periods of change. So Rene will take over as Chairman of the Board effective the 15th of July, subject to regulator approval. In Rene, I am very confident that the group is in good hands, and I wish Rene every success as he takes on this important role. As I prepare to hand over the meeting, I remain confident in the strategy. The execution of which will ensure Absa delivers meaningful value for all the stakeholders, to our clients, customers, partners, organized labor, regulators and investors, I'd like to thank you for your trust and support. With the employees and [indiscernible] for Absa, thank you very much for your continued dedicated service to this organization. Together, I believe we will continue building a sustainable, inclusive future, guided by the powerful peoples of empowering Africa's tomorrow, together and doing so once during better time. So ladies and gentlemen, let me move on to the formal AGM agenda. And please note that the proceedings of this meeting are being recorded and broadcast by live webcast. With me in attendance are the leading independent director, to my left here, Nonhlanhla Mjoli-Mncube, the Chairman of the Social, Sustainability and Ethics Committee, Ihron Rensburg to my right, the Chairman of the Group Audit and Compliance Committee, Tasneem Abdool-Samad, she's over there. The Chairman of the Group Capital and Risk Management Committee and the Group credit [indiscernible] René van Wyk, next to Tasneem there, the Chairman of the Remuneration Committee, Rose Keanly, she's on my left here, the Chairman of the Information Technology Committee, Peter Mageza, is here as well. The Interim Chief Executive Officer of the Absa Group, Charles Russon, with us in the room. And also we've got Deon Raju, next to Rose, he is the Group Financial Director. Then we've got the Group Company Secretary Nadine Drutman, she is also on my left. We also have other Board members in attendance in the room and online. So we do have more other directors beyond the ones that are in the room here. Ihron Rensburg is available to answer any questions on matters pertaining to the Social, Sustainability and Ethics Committee. This is as required in terms of the Company's Act. And Tasneem Abdool-Samad is available to answer any questions on the report of the Group Audit and Compliance Committee and Rose Keanly is available to answer questions on matters pertaining to the remuneration committee. So representatives of the external auditors are attending the AGM via the live webcast, and we will respond to questions relating specifically to the 2024 audit. Riaz Muradmia represents KPMG and John Bennett represents PwC. Members of the media attending the AGM by the live webcast do so in a guest capacity as opposed to a shareholder capacity and will therefore not be able to post questions during the course of the AGM. The Absa Media Relations team will facilitate responses to their questions following the conclusion of the formal AGM proceedings. It is important to allow us to finalize the voting and have the results audited before the outcomes are communicated. So shareholders will have received the integrated Board notice of the Annual General Meeting, the audited condensed consolidated financial results. These were all available on the website from the 1st of April 2025. In addition, a [indiscernible] was issued on 19th of May by reminding shareholders of the details as to how to join the AGM using the virtual channel. We have 13 resolutions or matters to be voted on, either in person or by a proxy before shareholders at this meeting today. So these are 7 ordinary resolutions requiring support of more than 50% of the voting rights exercised. We have 2 non-binding advisory votes on the company's remunerating policy and remuneration implementation report for special resolutions, which require 75% support of the [indiscernible] rights as fast. I now turn to the agenda of the meeting. The business of the meeting is to consider the resolutions that I've mentioned. So the notice of the AGM was sent to shareholders within the prescribed period as I said earlier, and I will take this notice as have been read ladies and gentlemen. I confirm that we have a quorum with 64.9% of shareholders represented at this meeting. So at this point, ladies and gentlemen, I will address any questions of my colleague and I will address any questions on the subject of this meeting before we proceed to the voting. Please shareholders, please shareholders are kindly requested to limit your questions to the matters on the agenda of the AGM and to keep them as short and succinct as possible. As mentioned previously, external auditors are also in attendance to respond to questions relating to the audit. Maybe I can go into the room and ask across the room to ask you that if there are any questions in the room. Are there any -- [indiscernible] I didn't see you. If you can -- maybe before as you speak, you tell us who you are.

Thank you, Mr. Chairman. My name [indiscernible] that to report, you mentioned that you are taking investors that are on the agenda. I just want to share [indiscernible] it really relates to what you said earlier about the opportunity that presents itself will cost to change our culture. And I want to really ask about the improving the engagement and reports and executives plans on that? Is that post...

Yes, sure. Thanks for the question. So yes, culture is clearly a priority for us as an organization. Annually, we run colleague engagement index, which had a 91% participation rate last year. The outcome of the results of the survey was a decline, which obviously is the management of the organization and the Board we need to act on. And as part of that, we have initiated a culture program, which is underway at the moment and will continue probably for at least another 12 months, driving for an outcome that leads to a culture that is inclusive and ultimately leads to performance in the organization. This is a top priority of both the executive and the Board, and we are monitoring it and tracking.

But what [indiscernible] is well underway that Social and Ethics Committee is [indiscernible]. I don't know [indiscernible].

To appreciate the question and to confirm that what you've just said Chair, that this matter is top of mind, not only for the SEC, but for the entire Board. As a matter of fact, after our AGM, we will receive an update and that update will give us an indication of the status of the culture and the organization and on the basis of that, we will engage with the parties that is working with us in order over the next 12 to 18 months to achieve demonstrable shifts towards the ideal culture.

[indiscernible] first time when the Board will be engaging on that. Any other questions inside the room? Can we go online, to see if there's any questions on Teams -- you've been on the platform, are there any questions with you.

Yes. Sure, there are questions on the platform. So maybe, Darren, if you want to screen the questions, there are 4 questions from Mr. [indiscernible] from ESG Insights. So we can possibly just set them on the screen, and then we will not just read them out. [indiscernible].

Whilst we readout, are there any further questions in the room? Okay.

The first one is executive remuneration. Given the exclusion of total shareholder return from the performance scorecard, and the 1% increase in the STI pool despite the underperformance of Kenon financial metrics. How does the remuneration committee justify the alignment of executive pay with a long-term shareholder value? Second question, Audit & Compliance businesses. Following the ZAR 10 million fine for inadequate reviews of Harris Cloud including [ PIPs ] what new governance measures have been implemented to improve compliance and board oversight of anti-money laundering and client due diligence systems. Third question relates to financed emissions. Given that finance emissions constitute the majority of excess carbon footprint and in light of your financing of the Mozambique LNG project, and as a reconcile such investments with this net zero targets and commitments. Fourth question relating to transformation and diversity commitments, considering past criticisms regarding transformation and diversity, particularly at executive levels, what progress has been made in the past year to address these concerns? And how is the Board ensuring accountability in this area?

Thank you very much. We can ask you to give us a certain response to the [indiscernible]. But before maybe Rose starts, there's varying views on the measure of total shareholder return we found that an overwhelming majority of shareholders actually didn't prefer this manner. And we believe that the measures that we have put in place, in fact, we -- and the focus on quality delivery focused on ROE and perhaps we will go a long way towards actually driving the outcome of making sure that we deliver on the total shareholder return that the investors are looking for. I can give you more color.

What I would add is that we engaged extensively with shareholders in the last week or so across a number of our large 32 of our large shareholders and discussed in depth and design of our incentives, both the outcomes as well as the design going forward. And we received very strong support for focusing the financial metrics on ROE and headline earnings HEPS, which is in line with the commitments we made for market and the performance journey and recovering the credibility that you alluded to earlier.

On the sub front.

Just to respond, I mean, obviously, as a country and as an organization, we have responsibility to enhance processes to allow us to remove [indiscernible] gray listing. So the living of the ZAR 10 million fine, I mean -- so we take governance and compliance, the laws and regulations base seriously. We can confirm that we've addressed long before the letting of the fine. We've addressed all the items and have been working with -- closely with the SAB to address these matters.

Tasneem. In terms of the carbon footprint and project in Mozambique.

Yes. Thank you very much, Chair. Just to begin by saying that -- as Absa, we take our responsibility absolutely seriously. In this regard, our commitment to spend to our transition plan towards net 0 by 2050 remains in place, and we are resolute to achieve that objective. That is accompanied by our commitments to the 2030 interim targets for oil, coal and gas. And in that regard, in so far as coal is concerned, we've set ourselves the goal by 2030 to reduce our portfolio in so far as I guess, -- sorry, in so far as [indiscernible] is concerned by -- I'll get the number in a moment by 15%. And in regards to oil and gas, to reduce our commitment by 9% and so there is no doubt about our commitment. We do recognize that it's important to support gas as part of the time bound and transitional strategy aligned with our climate commitments and the continence energy realities. Gas is recognized both globally and locally as a transition fuel that can help reduce dependency on coal support group stability and enable the scaling of renewables. In this context, our financing of gas projects, such as those in Mozambique, is guided by this clear 9% emissions intensity reduction target of oil and gas financing by 2030, which is aligned with the International Energy Agency announced pledges scenario. These projects are subject to enhanced ESG due diligence, community impact assessments and climate risk screening. In fact, participation in transitional gas infrastructure has helped us reduce our portfolio, carbon intensity moving us towards our 2030 glide path without compromising energy assets. And so our exposure to gas such as the Mozambique project is time bound and subject to review in line with project maturity emissions outcomes and policy evolution. And this is not to continue [indiscernible].

Sorry, just to clarify. So our target for absolute reduction in coal-related exposing 25% and not 15%. So just to be clear. I just wanted to clarify that the target is 25% and not 15% this year?

Thank you very much [indiscernible] and then, yes, look, I mean, as we obviously do this what we must also understand that the progress that we're going to be making in this -- as we measure it is unlikely to be linear. So you'll find years where things move back. I think the general direction is moving the trend in this lower over time. I think on transformation, diversity commitments, we have made significant progress, and I think we've covered quite a lot in our integrated report in terms of the progress that we have made. As I said in my opening remarks, there's opportunity, obviously, for us to focus in certain areas as we focus our transformation efforts particularly as they pertain to Africans and black women in leadership. So I think in terms of women in leadership, we're sitting at just under 40%, about 39.14% in terms of progress there. At all levels in the organization, there has been significant improvement. In fact, if I'm to be very specific, if you look at our ExCo today and this is a point that [indiscernible], but if you look at our Exco, we find that we only have a lot that are classified by out of an export port. So there's progress being made, but I think there's specific areas, where we can sharpen the console, but I think generally I'm comfortable with the progress that we are making in terms of provision been significant moves just across the ads, but maybe you can comment there.

Just a footnote to say that we obviously compare ourselves with our peers across the financial segment. And the evidence is there that the organization is not behind its peers, but it is in some areas, ahead of its peers and in some others, slightly behind peers. So overall, we're positive about the direction and the momentum. Clearly, insofar as women in senior leadership that is an issue that we are preoccupied with.

Sure. Yes. And I'm very proud to say that we keep on making very strong appointment in some of the areas, where we make significant appointments. An example is the CEO, and we'll continue to look for opportunities to do that. But having said that, as an Absa, as a business that we are -- we believe that there is opportunity for everyone. And as we build this business, we will make sure it's properly diversified with appropriate skills at all times. So we'll move up and see if there are any further questions before we move to the voting procedures.

So just checking with Darren that there's nothing more that's been posted. I can't see anything.

No further questions Darren.

Thank you. Ladies and gentlemen, voting on all resolutions will be opened at the start of the meeting on the shareholder platform. Once voting has opened, click on the Vote icon at the top of the screen. From here, resolutions and voting choices will be displayed. To vote, simply select your voting direction from the options shown on the screen. A confirmation message will appear to show your vote has been received. To change your vote at any point in the meeting, click on the change vote link and simply select another direction. Voting can be confirmed at any time during the meeting until I have declared at the end of the meeting that voting on all resolutions has been closed. At this point, your last choice will have been already submitted. Shareholders are encouraged to capture their votes for resolutions at the earliest opportunity of voting to ensure that these have been recorded in the event of a technical interruption of range in our connectivity. Shareholders attending the AGM in person today will be able to vote on their Internet-enabled smartphone, tablet or computer in accordance with the guidance provided by the transfer secretaries. So the voting on all -- voting results for all resolutions will be displayed after voting will be shown on the screen there, and our will read them out as well. For the purposes of virtual voting process, I appoint as scrutineers representatives of Computershare Investor Services Pty limited. These are the company's transfer Secretaries. We shall now proceed with the business of the meeting and voting on resolutions. The full audited annual financial statement and the summarized form of Absa Group Limited, including the report of the directors, external auditors, the Group Audit and Compliance Committee for the year ended 31 December 2024, have been published to shareholders and are available on the company's website, www.absa.africa. I hereby present the audited financial statements and the reports forementioned to this AGM as required by Section 33 of the Companies Act. Are there any questions on the shareholder platform or on Teams or inside the room regarding the annual financial statements. If there are no specific questions from the shareholders, I declare that meeting has noted the annual financial statements, together with the reports aforementioned. We now move to present the report of the Social Sustainability and Ethics Committee. The Company's Act requires the Social Sustainability and Ethics Committee to report through one of its numbers to the shareholders at the AGM on the matters within the committee's mandate. The report is included in the 2024 Sustainability and Climate report on Page 37 and is accessible on the company's website. Ihron Rensburg, the Chairman of the Social Sustainability and Ethics Committee is available to take any questions that you may have on the report. Are there any questions on the shareholder platform or on Teams or in the room regarding the Social, Sustainability and Ethics Committee report? Ladies and gentlemen, if there are no specific questions, I declare that the meeting has noted the report of the Social, Sustainability and Ethics Committee. So we shall move on to the ordinary resolutions that I mentioned earlier. Please note about the percentage of voting rights required to pass first 7 resolutions is 50% plus 1 vote of those represented at this meeting. Ordinary resolution #1 deals with the appointment of KPMG as the joint company's external auditors. The group audit and Compliance Committee recommends and the directors endorsed the proposed appointment of KPMG with Riaz Muradmia as a designated auditor as the joint company's external auditors. I shall now put the motion that the reappointment of KPMG as the company's auditors to hold office until the conclusion of the next AGM be approved. Ladies and gentlemen, would you kindly indicate your vote in respect of resolution #1 on your devices. Ordinary resolution #2 deals with the appointment of Pricewaterhouse Coopers, or PwC as the company's joint external auditors. The group audit and compliance committee recommends and the directors endorse the proposed appointment of PwC as the company's joint external auditors. Please note that John Bennett is designated auditor for PwC. I shall put the motion by the proposed reappointment of PwC as the company's auditors to hold office until the conclusion of the next AGM be approved. Will you kindly indicate your vote in respect of resolution #2 on your devices. Ordinary resolution #3, we have a number of them numbered 3.1 to 3.6. And these resolutions relate to the reelection of directors. The profiles of which are to be found on Pages 15 to 20 of the shareholders' notice. You are required to re-elect by separate and stand-alone resolutions, the following directors, who retire by rotation, but being eligible, and who have offered themselves for re-election. These are Alpheus Mangale, Fulvio Tonelli, Nonhlanhla Mjoli-Mncube, Peter Mageza, Rene van Wyk and Tasneem Abdool-Samad. Based on the outcome of the determinations by the Board as to skills, capacity, experience and independent, the Board recommends their reelection by shareholders. So voting on these appointments will be dealt with on an individual basis. So ordinary resolution #3.1, I will now put the motion that the reelection of Alpheus Mangale be approved. Would you kindly indicate your vote for the reelection of Alpheus. Ordinary resolution #3.2. I will now put the motion that the reelection of Fulvio Tonelli be approved. Will you kindly indicate your vote for the reelection of Fulvio. Ordinary resolution #3.3, I will now put the motion for the reelection of Nonhlanhla Mjoli-Mncube be approved. Will you kindly indicate your vote for Nonhlanhla. Ordinary resolution #3.4. I will now put the motion that the reelection of Peter Mageza be approved. Will you finally indicate the vote for the reelection of Peter. Ordinary resolution #3.5. I will now put the motion that the reelection of Rene van Wyk be approved. You kindly indicate your vote for the reelection of Rene. Ordinary resolution #3.6. I will now put that the motion -- that the reelection of Tasneem Abdool-Samad be approved. We would kindly indicate your vote for the reelection of Tasneem. So that deals with Ordinary Resolution #3. So we'll move on to the next resolution. Again, this ordinary resolution on numbers 4.1 to 4.5. These resolutions seek to confirm the appointment of directors, appointed by separate and stand-alone resolutions subsequent to the last AGM. The profiles of these directors can now be find on Pages 15 to 20 of the shareholders notice. Ordinary resolution #4.1. I put the motion that the appointment of Deon Raju be confirmed. Would you kindly indicate your vote for the confirmation of appointment of Deon, as a director of the company. Ordinary resolution #4.2, I put the motion that the appointment of Charles Russon be confirmed. This is to reflect the appointment of Charles from 15th October to 16th of June this year. We kindly indicate your vote for the confirmation of appointment of Charles Russon as a Director of the company. And then ordinary resolution 4.3, I put the motion that the appointment of Sindi Zilwa to be confirmed. Would you kindly indicate your vote for the confirmation of appointment of Sindi, as a Director of the company. Ordinary resolution 4.4. I put the motion that the appointment of Zarina Bassa be confirmed. Will you kindly indicate your vote for the confirmation of appointment of Zarina Bassa, as a Director of the company. Resolution #4.5, I put the motion that the appointment of Kenny Fihla be confirmed. This is to reflect the appointment of Kenny as a CEO is effective 17 of June 2025. Will you kindly indicate your vote for the confirmation of appointment of Kenny Fihla as a director of the company. So we move on to ordinary resolution #5. Ordinary resolutions 5.1 to 5.7 relates to the appointment and reappointment of the Group Audits and Compliance Committee members. The profile of the individual's consent are to be found on Page [indiscernible] of the shareholders notice. Ladies and gentlemen, you are required to appoint or reappointed by a separate and stand-alone resolutions, the following Director as members of the Group Audit and Compliance Committee of the company. The Board supports the reappointment -- sorry, the board supports the appointment or reappointment of these directors. Our view on these appointments or reappointments will be dealt with on an individual basis. Ordinary resolution 5.1, I will now put the motion that the appointment of Sindi Zilwa, as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the appointment of Sindi. Ordinary resolution 5.2, I will now put the motion for the appointment of Zarina Bassa, as a member of the company's Audit and Compliance committee be approved. Would you kindly indicate your vote for the appointment of the Zarina Bassa. Ordinary resolution #5.3, I will now put that the reappointment of Alison Beck as a member of the company's Audit and Compliance Committee be approved. Would you kindly indicate your vote for the reappointment of Alison Beck. Ordinary resolution #5.4, I will now put the motion that the reappointment of Peter Mageza as a member of the company's Audit and Compliance Committee be approved. Would you kindly indicate your vote for the reappointment of Peter Mageza. Ordinary resolution #5.5. I will now put the motion that the reappointment of Fulvio Tonelli as a member of the company's Audit and Compliance Committee approved. Will you kindly indicate your vote for the reappointment of Fulvio Tonelli. As I indicated earlier on, resolution #5.6 has been withdrawn in line with the sales announcement that was made earlier. Ordinary resolution #5.7. I will now put the motion for the reappointment of Tasneem Abdool-Samad as a member of the company's Audit and Compliance Committee be approved. Would you kindly indicate your vote for the reappointment of Tasneem Abdool-Samad. Ladies and gentlemen, ordinary resolutions 6.1 to 6. 7 relate to the appointment of the Social, Sustainability and Ethics Committee members. The profile of the individuals concerned are to be found on Pages 15 to 20 of the shareholders notice. You are required to appoint a separate and stand-alone resolutions, the following directors as members of the Social, Sustainability and Ethics Committee of the company. They have been nominated in terms in terms of Section [ 727a ] of the company's Act or they have been nominated [indiscernible] the Board supports the appointment of these directors. Voting on these appointments will retail on an individual basis. So move on to resolution -- ordinary resolution, #6.1. I will now put the motion that the appointment of Sindi Zilwa, as a member of the company's Social, Sustainability and Ethics Committee be approved. Will you kindly indicate your vote for the appointment of Sindi Zilwa. The ordinary resolution #6.2, I will now put the motion that the appointment of Ihron Rensburg as a member of the company's Social, Sustainability and Ethics Committee be approved. Will you kindly indicate your votes for the appointment of Ihron Rensburg. Ordinary Resolution #6. 3. I will now put the motion that the appointment of Luisa Diogo, as a member of the company's Social, Sustainability and Ethics Committee be approved. Will kindly indicate your vote for the appointment of Luisa Diogo. Ordinary resolution #6.4, I will now put the motion that the appointment of Nonhlanhla Mjoli-Mncube as a member of the company's Social, Sustainability and Ethics committee be approved. Will you kindly indicate your vote for the appointment of Nonhlanhla Mjoli-Mncube. Moving on to ordinary resolution #6.5. I will now put the motion that the appointment of Rose Keanly as a member of the company's Social, Sustainability and Ethics Committee be approved. Will you kindly indicate your vote for the appointment of Rose Keanly. Coming to ordinary resolution #6.6. I will hand over to [ Nadine Drut ], who is our lead Independent Director, to take the meeting from this and then she'll hand back over to me. So...

Thank you, Sello. I'll now put the motion for the appointment of Sello Moloko as a member of the company's Social Sustainability and Ethics Committee to be approved. The appointment is applicable [indiscernible]. Will you kindly indicate your vote for the appointment of Sello Moloko.

Thank you. Ordinary resolution #6.7. I will now put the motion that the appointment of Kenny Fihla, as a member of the company's Social, Sustainability and Ethics committee approved. Again, this is applicable as from [indiscernible] 2025. Will you kindly indicate your vote for the appointment of Kenny. Ladies and gentlemen, move on to ordinary resolution #7. This is regarding the placing of the [indiscernible] unissued share capital under the control of the directors. In terms of the company's memorandum of Incorporation, shareholders of the company have to approve the placement of the unissued ordinary shares under the control of Directors. The existing authority granted by the shareholders at the previous Annual General Meeting expires at this AGM unless it is renewed. The directors wish to seek a renewal for this authority at this meeting. I therefore propose that the resolution to place the maximum of 5% of the unissued ordinary shares or the maximum number of authorized, but unissued ordinary shares from time to time under the control of the directors to be issued as and when suitable situations arise, be passed and put motion to the meeting. Will you kindly indicate your vote in respect of ordinary resolution #7. Sorry, ladies and gentlemen, I just needs to deal with a small matter in the technologies potentially facing [indiscernible]. Then we move on to the nonbinding advisory votes. Now this nonbinding endorsement, this relates to the nonbinding advisory reimbursement of the company's remuneration policy and the company's remuneration implementation report. The Q4 report on corporate governance for South Africa 2016 popularly known as Q4 performance and the distance requirements that require the company to table its Remuneration Policy and implementation report for separate nonbranding hold by shareholders at the AGM. Even though the resolutions are nonbinding, if the remuneration policy or the implementation report or both are voted down by 25% or more of the voting -- voting rise exercise. The Board will, as recommended by Q4 and required by the JSE to implement certain measures, including an invitation to dissenting shareholders to engage with the company. The company's remuneration policy and implementation reports are included in the 2024 remuneration report and are accessible on the company's website. Nonbinding advisory vote #1, this deals with the company's remuneration policy. I will now put the motion of nonbinding advisory vote #1 to endorse the company's remuneration [indiscernible]. Will you kindly indicate your vote in respect of nonbinding advisory vote #1 on the devices. Then we move on to nonbinding advisory vote #2. This is with regards to the company's implementation report. I now put the motion of Nonbinding Advisory Vote #2 in respect of the company's remuneration and implementation report for voting. Will you kindly indicate your vote in respect of nonbinding advisory vote #2 [indiscernible]. So ladies and gentlemen, we shall now move on to the special resolutions. So please note that the percentage of voting to pass, this special resolution is 75% either in person or by proxy. So these are the votes that are being voted or exercised today. Special resolution #1 deals with the remuneration of the nonexecutive directors for their services payable from the 1st of June 2025. It is a requirement of the company's act, but nonexecutive director's remuneration be approved by way of a special resolution. In particular on our remuneration and benefits paid to that as even 2024, are included on [ Page 46 ] of the 2024 remuneration report. I'll now put the motion that the proposed remuneration of the nonexecutive directors as reflected on Page 8 of the shareholders' notice payable from the June 1, 2025, up to and including the last day of the month preceding the date of approval of non-executive directors [indiscernible] kindly indicate the both in respect of special resolution #1 on your device. Special resolution #2 is to authorize the company to affect the general repurchase of shares, if such is needed. The special resolution is for a general authority to convince the company or any subsidiary of the company to buy back not more than 5% of the ordinary shares as at December 2024. Please note that although the JSE permits share repurchases of up to 20%, the company limits the percentage of any possible general repurchase of sales to 5%. Note better that this authority will only be used if circumstances are appropriate. I shall now put the motion that the resolution be passed. So ladies and gentlemen, kindly indicate your vote in respect of special resolution #2 on your device. Then we move on to special resolution #3. This relates to the financial assistance for the subscription of securities in terms of Section 44 of the Company's Act. Section 44 of the Company's Act regulates the provision of financial assistance by the company for the purposes of or in connection with the purchase of any securities of the company or a related or interrelated company. The company may provide such financial assistance provided by the shareholders of the company have passed a special resolution within in the previous 2 years. The effect of this resolution will be to allow the company to the extent permissible in the Company's Act to provide financial assistance as contemplated in Section 44 of the Company's Act. I shall now put the motion to authorize the company to provide financial assistance as defined for purposes of Section 44 of the Company's Act. Will you kindly indicate you vote in respect of special resolution #3 on the device. Now special resolution #4 is regarding the financial assistance related or interrelated company or operation in terms of Section 45 of the Company's Act. So Section 45 of the Company's Act regulates the provisions of loan or other financial assistance by the company to certain categories of customers. The company may provide such financial assistance provided by the shareholders of the company have passed a resolution within the previous 2 years. The effect of this resolution will be to allow the company to the extent permissible in the company's act to provide financial assistance to the third categories of [indiscernible]. A recent Company's Amendment Act, #16 of 2024, that leads the provision of financial assistance by a holding company to it's subsidiaries domiciled in South Africa without the provisions of Section 45 being applicable. The requirements of Section 45 to however remain applicable to foreign subsidiaries. So I shall now put the motion to authorize the company to provide direct or indirect financial assistance as defined for the purposes of Section 45 of the Company's Act. Will you kindly indicate your vote in respect of special resolution #4 on your devices. Ladies and gentlemen, as this deals with all the resolutions that we therefore vote in, as indicated earlier, you are able to change your vote on any of the resolutions at any point. If you wish to do so, please do so now. The voting will close in the next 2 minutes. So I'll just give 2 minutes for us to wrap up the voting and the results of the votes on each of the resolutions will be displayed in 2 minutes. [Voting]

So we shall wait for that the 2 minutes to pass. Darren will tell you once it's [indiscernible] after 2 minutes. So let's just give it 2 minutes. Ladies and gentlemen, the voting is now closed. So we'll just wait for Darren to work through the numbers and then display them on the screen for everyone to see. So we are in the [indiscernible]. Ladies and gentlemen, we've got the results and all ordinary resolutions have passed. Just going through the resolution #5. Now that's what we see on the screen. So the [indiscernible] resolutions #6, also seem passed, ordinary resolution #7, also same. Then we get to the unbinding advisory votes that have also passed and all special resolutions have passed. So ladies and gentlemen, I can confirm that all the resolutions have passed and just to thank you for your attendance, for this Annual General Meeting. And for those who are going to be driving, be sure safety on this road. And I cannot say that I will see you next year, but thank you very much for the support over the years, that I've been in Absa. Really, it has been a pleasure engaging you. Thank you very much.