Alexander Forbes Group Holdings Limited (AFH) Earnings Call Transcript & Summary

Thank you, Chair. The time is 9:15, you may begin when you're ready.

Great. Thank you very much. Welcome, ladies and gentlemen. My name is Marilyn Ramplin, and I'm the Chair of Alexander Forbes Group Holdings Limited. It gives me great pleasure to welcome you to this meeting of shareholders of Alexander Forbes Group Holdings Limited. We trust that everyone participating in this virtual AGM is safe and healthy. 33 shareholders are present at this meeting, either personally or by proxy, representing 1,255,568,615 ordinary shares in the company, representing 89.58% of the [ English ] shares. I'm holding proxies and letters of representation in respect of 1,254,281,797 ordinary shares. As the necessary quorum is present, I declare this meeting duly constituted. Before we proceed, a few pointers on how to navigate the Zoom meeting platform. Please note that participants are muted. And therefore, anyone who would like to post a question, please click on the Q&A icon on the bottom of your screen. If you have a question on a particular resolution, please start with the resolution number followed by your question and press enter or send. Alternatively, if you would like to address the meeting directly, please click on the Raise Your Hand icon. Once Carina has identified you, your microphone will be unmuted and you will be able to address the meeting. It is my intention to conduct voting on all resolutions proposed at this meeting by way of a poll. I nominate representative of the meeting specialist, [ Mr. Izzy Franscoire ] to act as scrutineer. Please note that only shareholders who are in possession of a valid proxy, which has been filed in accordance with the notice of meeting or shareholders who are reflected on the share register or who are in possession of a written letter of representation are entitled to speak or vote at this meeting. If you are registered to vote but you have not received your voting link via e-mail or SMS, please inform the moderator by the Q&A mechanism on the platform. A few pointers on how to cast your votes. All shareholders or their representatives who have requested to vote would have received a link to the voting platform to either their mobile number or e-mail address. Please click on the Vote Now link, and it will direct you to the voting platform. You will notice that the voting platform contains all the resolutions, which have been published in the notice of the meeting with your votes automatically defaulted to abstain. You may vote on all the resolutions simultaneously while defaulting all your votes as either for or against or keeping it as an abstained vote, and then clicking on the submit button on the bottom of the electronic ballot form. You may also indicate your votes individually, the resolution while selecting the relevant option for, against or abstain on a resolution-by-resolution basis. Once you have voted on all the resolutions, scroll down to the bottom of the page and click submit. A message will pop up on your screen confirming that your votes have been received. Please note, once you click Submit, your votes cannot be retracted or re-voted. As such, please ensure that you have selected the correct option on a resolution either for or against or abstained. Are there any questions regarding the procedure? Please raise your hand.

No questions submitted at this stage, Chair.

Okay. Great. Thank you, Carina. We shall now proceed with the business of this meeting. A notice convening the Annual General Meeting was sent to all shareholders by mail and e-mail on the 30th of July 2021, and I propose that we take the notice as read. Considering that most shareholders have pre-voted, I would like to propose all of the ordinary and special resolutions as contained in the notice to be voted on separately as well as acknowledgment of the presentation of the audited financial statements of the company and its subsidiaries, the reports of the directors, Group Audit and Risk Committee, independent auditors and the group's Social Ethics and Transformation Committee for the year ended 31st of March 2021. May I have a seconder for this motion?

I second the proposal. Thanks, too.

Thank you, Carina. The voting platform will now be open for voting on all ordinary and special resolutions, and we will keep it open whilst we deal with any questions that anyone may have, either in relation to a particular resolution or any other matter. May I kindly ask you to capture any questions you may have or raise your hand to indicate that you would like to speak. While we wait for any questions that may come in, I would like to take this opportunity to thank Ms. Totsie Memela-Khambula who will be retiring from the Board today. And I would really like to thank her for her dedicated service to the Board of Alexander Forbes. Totsie, thank you very much. Any questions, Carina?

So we've received no questions and no hands have been raise.

Okay. Thank you very much. Can I please confirm with TMS that all votes have been passed? And may I request for voting to be closed.

All votes have been received, Madam Chair. We may proceed to displaying the results.

Thank you very much, [ Izzy ]. If you could display when ready. Thank you. As reflected on the screen, I'm pleased to confirm that all ordinary and special resolutions have been passed with the requisite majority. Prior to the AGM, the company embarked on an extensive governance roadshow engaging with institutional shareholders, representing 70.2% of our issued share capital, the governance roadshow into early adopt with shareholder feedback on both the company's remuneration policy and its implementation report. Despite these engagements, Ordinary Resolution 5.2, as you can see on the screen, which is our nonbinding advisory vote on the remuneration implementation report, is unfortunately received a vote against by more than 25% of the company's shareholders present in person or represented by proxy. The Board would, therefore, like to invite shareholders that have voted against and any other shareholders wishing to engage on the remuneration implementation report to reach out to the company by either forwarding their concerns or questions on the remuneration implementation report in writing or sending a request to engage with the company on the remuneration implementation report to the executive responsible for governance, legal and compliance at wesselsc@aforbes by no later than 15th September 2021, [email protected] by no later than 15th of September. Depending on this feedback, ladies and gentlemen, we will get -- feedback received and specifically request to engage, the company will establish whether a further meeting of concerned shareholders is required. And if so, we will communicate the details thereof in an announcement. I thank you all for your attendance. I will now formally close the proceedings of the meeting. I would like to take this opportunity to wish you good health, and I thank you again for making the time available and your attendance. Thank you very much.

Thank you, Madam Chair.