AfroCentric Investment Corporation Limited (ACT) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen and fellow directors. It is my pleasure to welcome you all to AfroCentric's 19th Virtual Annual General Meeting. I am Dr. Anna Mokgokong, the Chairman of the AfroCentric Group. I also extend welcome to our Group CEO, Gerald Van Wyk; our Group CFO, Thato Moloele, Bruno Fernandes, our Lead Independent Director and Chairman of the Audit and Risk Committee; Dr. Nkateko Munisi, Chairperson of the Social and Ethics Committee; Joe Madungandaba, Chairman of the Investment Committee; Alice le Roux, Chairperson of the REMCO Remuneration Committee and the rest of my fellow Board members, who have connected online. I further acknowledge the following individuals who are also in attendance. Lebohang Mpumlwana, the Group Company Secretary, Zola Beseti, our group audit partner from KPMG and Alison McLaren representing our sponsors, Questco. As the Board reflects on the developments within the group and the country over last year -- the last year, we are confident that we can live up to our strategic mandate and vision to the benefit of our stakeholders. As one of the leading health care administrators in South Africa, we are dedicated to advancing accessible, affordable and quality health care for all. Through meaningful partnerships, we tackle health care challenges head on working to reduce health care costs, improve health care delivery and ultimately, health outcomes. Additionally, our focus extends to actively support initiatives that strengthen communities, foster transformation and empower employees. I believe our values, ethos and competitive edge will ensure our long-term sustainability as a trusted partner in health care and a meaningful contributor to our country's economy. This AGM marks a notable shift in our calendar now aligned with the cycle of our parent company, Sanlam. Although only 6 months have passed since our last gathering, the health care environment in South Africa has evolved significantly. In particular, the signing of the Energy Act into law has brought renewed urgency and debate to the sector as a group and as part of this broader industry, we remain firm in our advocacy for a pragmatic and sustainable NHI framework. We believe that it should develop into a viable model, one that is inclusive, collaborative and grounded in our shared national realities. I am pleased to share that the AfroCentric Group continues to make significant progress in executing our refreshed strategy. We are deepening our strategic partnerships, accelerating innovation across key areas of our offerings, and we remain unwavering in our focus on delivering client service excellence, enhancing the quality of life in the communities where we operate remain central to our purpose and strategy. As we navigate the current landscape, we are facing several headwinds, but our response remains ongoing and focused. Our ongoing efforts are geared towards delivering successful outcomes in our strategic initiatives and unlocking long-term value. We are encouraged by the progress we've made to date and remain steadfast in our commitment to our long-term vision. With patience and persistence, we will continue to drive innovation, integration and sustainability, focused on delivering a winning health offering that expands access to health care, improves health care affordability and delivers measurable quality and value across the full continuum of care. I now move into the formal proceedings. For the purpose of determining quorum, I refer to the company's memorandum of incorporation, which requires that there be 3 members and 25% of all the voting rights that are entitled to be exercised in respect of the matters under consideration to be present. I will take this moment to request for the Computershare representative, who is appointed scrutineer in the AGM to please confirm that we have either present in person or by authorized proxy, the necessary quorum representing 3 members and 25% of the issued AfroCentric shares. Thank you very much for that. Accordingly, I declare that the quorum require accordance with the Company's Memorandum of Incorporation and the Companies Act is present. I would like to confirm but the requisite notice was disseminated in the manner and form required in the company's Act for an Annual General Meeting and declare the meeting duly constituted. This AGM has been convened in terms of the notice of the Annual General Meeting, which is contained on Pages 113 to 138 of the 2025 Integrated Annual Report. I will, during the course of these proceedings and for the sake of convenience, use the terms that have been defined in the integrated annual report. Please note that we will deal with the formal Annual General Meeting matters first. And then I will open the floor for general questions. Thereafter, I will make my closing address. Since the full details of the ordinary resolutions and special resolutions, are provided in the integrated annual report, together with the explanatory notes in terms of the Companies Act, it is not necessary for me to read them in detail. Voting will proceed by way of a poll, facilitated by Computershare. You would have received a ballot paper from Computershare, which we have asked in the notice of the AGM that you complete an e-mail back to [email protected]. If you have not received your ballot paper, please e-mail Computershare and let us know in the chat at the bottom of your screen. We shall now proceed with the business of the meeting. Regarding the presentation of the audited financial statements, I note that in terms of Section 33D of the Companies Act, the financial statements of the company and the group for the year ended 31st December 2024, have been approved by the Board and produced in the integrated annual report for the shareholders. I would like to thank our external auditors KPMG for their cooperation in completing the audit and having the annual financial statements ready for presentation to our shareholders. I would also like to acknowledge the directors who resigned from AfroCentric during the period under review, namely Ms. Mmaboshadi Chauke, and Mr. Hannes Boonzaaier. I echo the Board sentiments that their contribution to AfroCentric has been invaluable. And for that, we are grateful. We will now move to voting on the ordinary resolutions. I do not intend to read the full text of each ordinary resolution, but rather to refer to the resolutions as contained in the notice of the AGM. Voting in today's proceedings will be conducted by way of a poll with 1 vote for each ordinary share held. Should you not have already submitted your proxy to Computershare, you can vote on each resolution by placing a tick in the boxes labeled for, against or abstain and e-mail the form to Computershare at the end of the meeting before the votes are tallied. For all ordinary resolutions or an unbinding advisory vote to be passed, votes in favor must represent at least 50% plus 1 of all votes cast or exercised at the meeting. This is with the exception of ordinary resolution #6. Should there be any questions using the voting process, shareholders may type their questions in the comment box made available. Ordinary resolution #1, relates to the election of directors appointed during the year. I propose ordinary resolution 1.1 relating to the election of Mr. KT Moloele as an Executive Director of the company. Are there any questions? There are no questions. I now put the motion that ordinary resolution 1.1 as set out in the notice, be voted on your ballot papers. I propose ordinary resolution 1.2 relating to the election of Ms. K. Morule as an independent Non-Executive Director of the company. Are there any questions? No questions. I now put the motion that ordinary resolution 1.2 as set out in the notice be voted on your ballot papers. Ordinary resolution #2 relates to the reelection of directors as set out in the company's memorandum of incorporation. A summary of the directors resumes is available on Page 43 of the AGM notice. I propose resolution 2.1 relating to the reelection of Mr. PB Hanratty as a Non-Executive Director of the company. Are there any questions? There are no questions. I now put the motion that ordinary resolution 2.1 as set out in the notice be voted on your ballot papers. I propose ordinary resolution 2.2 relating to the reelection of Ms. MK Dippenaar as a Non-Executive Director of the company. Are there any questions? No questions. I now put the motion that Ordinary Resolution 2.2 as set out in the notice, be voted on your ballot papers. I propose ordinary resolution 2.3 relating to the reelection of Ms. AM le Roux as an independent Non-Executive of the company. Are there any questions? I now put the motion that Ordinary Resolution 2.3 as set out in the notice, be voted on your ballot papers. Ordinary resolution 3 relates to the appointment of the Group Audit and Risk Committee members. A summary of the directors resumes is available on Page 44 of the AGM notice. I propose ordinary resolution 3.1 relating to the election of Mr. JB Fernandes as the Chairperson and a member of the Audit and Risk Committee. Are there any questions? There are no questions. I now put the motion that ordinary resolution 3.1 as set out in the notice, be voted on your ballot papers. I propose ordinary resolution 3.2 relating to the election of Ms. AM le Roux as a member of the Audit and Risk Committee. Are there any questions? There are no questions. I now put the motion that ordinary resolution 3.2 as set out in the notice, be voted on your ballot papers. I propose ordinary resolution 3.3 relating to the election of Ms. K. Morule as a member of the Audit and Risk Committee. Are there any questions? There are no questions. I now put the motion that ordinary resolution 3.3 as set out in the notice be voted on your ballot papers. Ordinary resolution #4 relates to the appointment of the group's Social and Ethics Committee members. A summary of the directors' resumes is available on Page 45 of the AGM notice. I propose ordinary resolution 4.1 relating to the election of Dr. ND Munisi as the Chaperon and member of the Social and Ethics Committee. Are there any questions? There are no questions. I now put the motion, but ordinary resolution 4.1 as set out in the notice be voted on your ballot papers. I propose ordinary resolution 4.2, relating to the election of Ms. K. Morule as a member of the Social and Ethics Committee. Are there any questions? No questions. I now put the motion that ordinary resolution 4.2, as set out in the notice, be voted on your ballot papers. I propose ordinary resolution 4.3, relating to the election of Mr. AA Mahmood as a member of the Social and Ethics Committee. If there are no questions, I now put the motion that ordinary resolution #4.3 as set out in the notice, be voted on your ballot papers. Ordinary resolution #5 relates to the appointment of the independent auditor and designated audit partner. The Audit and Risk Committee reviews the performance of the external auditor annually and have recommended the reappointment of KPMG as the independent auditors of the group for the 2025 financial year or the following AGM, whichever is the earlier date, and to note Mr. Zola Beseti as the designated audit partner. Are there any questions? There are no questions. I now put the motion that ordinary resolution #5 as set out in the notice, be voted on your ballot papers. Ordinary resolution #6 relates to the general authority to issue shares for cash. For ordinary resolution 6 to be passed, votes in favor must represent at least 75% of all votes cast and exercised in the meeting. I propose ordinary resolution #6 relating to the placing of authorized, but unissued shares under the control and authority of the directors. Are there any questions? There are no questions. I now put the motion that ordinary resolution #6 as set out in the notice, be voted on your ballot papers. We then moved to the ordinary resolutions relating to remuneration being ordinary resolutions 7 and 8. The Chairperson of the Remuneration Committee is in attendance should there be any questions relating to the following 2 ordinary resolutions as well as special resolution #1, relating to the remuneration of nonexecutive directors. I propose ordinary resolution #7 relating to the nonbinding advisory vote on the company's remuneration policy. The reason for proposing this resolution is to enable shareholders to express their views on the remuneration policy. Are there any questions? There are no questions. I will now put the motion that ordinary resolution #7 as set out in the notice, be voted on your ballot papers. I propose ordinary resolution #8 relating to the nonbinding advisory vote on the company's remuneration implementation report. The reason for proposing this resolution is to enable shareholders to express their views on the remuneration policy. Are there any questions? There are no questions. I will now put the motion that ordinary resolution #8, as set out in the notice be voted on your ballot papers. I propose ordinary resolution #8, #9 relating to the granting of authority to the company's directors and all the group company secretary. The reason for proposing this resolution is to enable directors and/or group company secretary or equivalent to do all such things and sign all documents that are deemed necessary to implement the resolutions set out in the notice convening the Annual General Meeting. Are there any questions? No questions. I will now put the motion that ordinary resolution #9 as set out in the notice, be voted on your ballot papers. We will now move to voting on special resolutions. For all special resolutions, votes in favor must represent at least 75% of all votes cast. I propose special resolution #1, relating to the approval of nonexecutive directors' fees. The reason for proposing this resolution is to approve the remuneration of nonexecutive directors for the 6-month period commencing on the 1st of January 2026, and ending on the 30th of June 2026. Are there any questions? There are no questions on this proposal. I will now put the motion that special resolution #1 as set out in the notice, be voted on your ballot papers. I hereby propose special resolution #2, authorizing the company to repurchase its ordinary shares. The reason for proposing this resolution is to grant the directors a general authority in terms of the memorandum operation of the company and the JSE listings requirements, for the acquisition by the company or its wholly owned subsidiary of shares issued by the company on the basis reflected in special resolution #2. Are there any questions? There are no questions on this proposal. I will now put the motion that special resolution #2 as set out in the notice, be voted on your ballot papers. I propose special resolution #3 relating to the approval for the provision of financial assistance in terms of Section 45 of the Companies Act. The reason for proposing this resolution is to grant the Board the authority to provide financial assistance as contemplated in Section 45 of the Act, to a related or interrelated company or corporation. Are there any questions? There are no questions. So I will put the motion that special resolution #3 as set out in the notice, be voted on your ballot papers. I propose special resolution #4 relating to the approval for the provision of financial assistance in terms of Section 44 of the company's act. The reason for a proposed resolution is to grant the Board the authority to provide financial assistance for the subscription of shares to related or interrelated companies as contemplated in Section 44 of the Act. Are there any questions? There are no questions. I will now put the motion, that special resolution #4, as set out in the notice, be voted on your ballot papers. And I would like to request for any shareholders that have not yet submitted their ballot forms to [indiscernible] these to proxy at computershare.co.za now. There will now be a short adjournment during which Computershare will determine the results of the poll. We shall take a short break. [Break]

Ladies and gentlemen, I'm back with the results of the poll and all resolutions have passed and achieved the requisite number of votes. We shall issue them on SENS as soon as we have closed the meeting. Ladies and gentlemen, this concludes the official business of the meeting. I will now open the floor for any other general questions and comments. Okay. Looks like there are no other questions. That being the case, I will now close the session. And in closing, I extend my heartfelt gratitude to the shareholders of AfroCentric, all partners, leadership teams and employees. Your support and commitment remain the cornerstone of our progress. We look forward to the future and your ongoing support and confidence in us encourages us to bring good commercial judgment and a sound moral compass to the task. Together, we look forward to shaping a healthier, more inclusive future for South Africa. I thank you all, and have a good day.