Astral Foods Limited (ARL) Earnings Call Transcript & Summary
February 5, 2026
Earnings Call Speaker Segments
Theunis Eloff
ExecutivesLadies and gentlemen, welcome to this 25th Annual General Meeting of Astral Foods Limited. Pleasure and welcome you. My name is Theunis Eloff, Chairman of the Board. And in terms of the memorandum of incorporation, I preside as Chairman. The Secretary informs me that the necessary quorum is present, and I declare this meeting properly constituted. I suggest that the notice convening this meeting, which has been circulated and a copy of which is before you be taken as read. Is that agreed? Thank you very much. Can I just ask, we have the ordinary business in terms of the resolutions. It will take the scrutineers about 5 to 10 minutes to count the votes at the end. There will be then an opportunity for questions and discussion. Obviously, if there's anything in between, you are welcome to ask that, especially if it's related to a specific resolution but there will be time afterwards for general questions. I hereby exercise the authority granted in terms of Article 30.1.2 of the company's memorandum of incorporation to demand a poll on each of the motions to be proposed at this meeting to more closely reflect the sentiments of the shareholders. Shareholders have been issued voting papers on which to record their votes in respect of the ordinary and special resolutions. I have appointed the representative of Computershare Investor Services, the company's share transfer secretaries to be the scrutineer for the purpose of the polls and to conduct -- to count the ballot papers. Each shareholder, representative, agent or proxy should have received a ballot paper. The ballot paper will be used for all the resolutions to be proposed at this meeting. Therefore, please keep your ballot paper after you have completed each part. The scrutineer will collect the ballot papers after all the motions have been voted, and I will announce the results of the polls at the end of this meeting. Do all shareholders, representatives, agents and proxies have ballot papers? No problem there. Each shareholder present in person and each representative agent or proxy has 1 vote for each share held or represented. Brings us to ordinary resolution #1. Ladies and gentlemen, I have nothing to add to the Chairman's report or the financial statements before you, and I propose that the annual financial statements for the year ended 30th September 2025 be approved and adopted. Will a member please second this proposal? Thank you, Professor. The proposal has been seconded. It's open for discussion. Any questions or comments? The poll on the motion will now be taken. Shareholders representative, agents and proxies should now complete # 1 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesThis brings us to ordinary resolution #2. In terms of Article 34.2 of the company's memorandum of incorporation, Mrs. Bridgitte Backman be elected as a Director of the company. I now propose that Mrs. Backman be elected. Will a member please second this proposal? Thank you, Ms. Keyter. The proposal has been seconded, open for discussion. The poll on the motion will now be taken. Shareholders, reps, agents and proxies should now complete #2 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesBrings us to the ordinary resolution #3.1. In terms of the company's memorandum of incorporation, I retire but I am eligible and is available for reelection. No other nominations have been received. Can I ask a member to propose this? Thank you, Mr. Mayet. And can we have a secondment for that? Thanks, Ms. Keyter. It has been seconded. The proposal open for discussions. Any questions? Please now vote on ordinary resolution #3.1. [Voting]
Theunis Eloff
ExecutivesIn terms of -- it brings us to ordinary resolution 3.2, in terms of the company's memorandum of incorporation, Mr. Saleh Mayet retires but is eligible and available for reelection. No other nominations have been received. I now propose that Mr. Mayet be elected as a director of the company. Can we have a seconder for this proposal? Professor [ Evert, ] thank you. It has been seconded. Any questions? Please now vote on the election of Mr. Saleh Mayet. [Voting]
Theunis Eloff
ExecutivesThat concludes ordinary resolution #3. We come to ordinary resolution #4, 4.1. The directors propose that Mr. Diederik Fouche has offered himself for reappointment, be appointment as a member of the Audit and Risk Management Committee. Will a member please second this proposal? Thank you, Ms. Keyter. The proposal has been seconded. Any questions? The poll on the motion will now be taken. Please complete 4.1 of the ballot paper. [Voting]
Theunis Eloff
Executives4.2, the directors propose that Mr. Saleh Mayet, who has offered himself for reappointment be appointed as a member of the Audit and Risk Management Committee. Can we have a second for this proposal? Thank you, Ms. Keyter. It has been seconded. open for the discussion, any questions. Please now vote on the appointment -- reappointment of Mr. Saleh Mayet as a member of the Audit and Risk Management Committee. [Voting]
Theunis Eloff
ExecutivesOrdinary resolution #4.3, the directors propose that Mrs. Tshepo Shabangu, who has offered herself for reappointment to be appointed as a member of the Audit and Risk Management Committee. Will a member please second this proposal? Ms. Keyter, thank you. Any questions? Please vote then on Resolution 4.3 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesBrings us to Resolution #5.1. The directors propose that Mrs. Tshepo Shabangu having offered herself for reappointment, be appointed as a member of the Social and Ethics Committee. Secondment for this proposal. Professor [ Evert, ] thank you. Any questions? Please complete 5.1 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesThe directors propose that I, having offered myself reappointment be appointed as a member of the Social and Ethics Committee. Will a member please second this proposal? Ms. Keyter, thank you. Any questions on that proposal? Please then complete 5.2 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesBrings us to ordinary resolution #5.3. The directors propose that Mr. Len Hansen having offered himself for reappointment be appointed as a member of the Social and Ethics Committee. Can we have a second for this proposal? Ms. Keyter, thank you. It has been seconded, open for discussion. Any questions? Please then complete #5.3 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesThat brings us to ordinary resolution #6. Will you take as read ordinary resolution #6 contained in the notice convening this meeting whereby Deloitte & Touche are reappointed or Deloittes are reappointed as auditors for the 2026 financial year. I now propose that Deloitte be appointed as auditors for that year. Will a member please second this proposal? Mr. [ Evert, ] thank you. Any questions, ladies and gentlemen? Please then complete #6 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesNumber 7, will you take as read ordinary resolution #7 contained in the notice convening this meeting, whereby shareholders endorsed through a nonbinding advisory note, the company's remuneration policy. I now propose that the remuneration policy be endorsed and adopted. Can we have a seconder for this proposal? Thank you, Professor. Any questions on the remuneration policy? Please complete #7 of the ballot paper then, ladies and gentlemen. [Voting]
Theunis Eloff
ExecutivesOrdinary resolution #8. Will you take as read ordinary resolution #8 contained in the notice convening this meeting, whereby shareholders endorsed through a nonbinding advisory note, the company's remuneration implementation report. I propose that, that report be endorsed and adopted. Seconder for this proposal? Ms. Keyter, thank you. Proposal has been seconded, open for discussion. Any questions? Nothing. Please then complete #8 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesLadies and gentlemen, please take as read ordinary resolution #9 contained in the notice convening this meeting, whereby shareholders authorize and empower any one director or the company secretary to take all such actions necessary to implement the ordinary and special resolutions set out in the notice convening this meeting. I now propose that this resolution be passed at this meeting. Can we have a seconder for this proposal? Thank you, Mr. Mayet. The proposal has been seconded, open for discussion. Any questions? The poll on the motion will now be taken. Please complete #9 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesLadies and gentlemen, that brings us to special business, special resolution #1. Please take as read special resolution #1 contained in the notice convening this meeting, whereby the increase of 4% in the fees payable to nonexecutive directors with effect from 1 October 2025 is determined. I propose that the fees payable to nonexecutive directors be approved. Can we have a seconder for this proposal? Professor, Evert, thank you. It has been seconded, open for discussion. Any questions? If none, please then complete # 10 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesSpecial resolution # 2, will you take as read special resolution #2 contained in the notice convening this meeting, whereby shareholders grant authority for the directors to approve any actions related to any transactions amounting to the financial assistance and which fall within the categories of interrelated company transactions. I now propose that the shareholders approve any actions related to any transactions amounted to financial assistance in the categories of interrelated transactions. May we have a seconder for this proposal? Thank you, Professor. It has been seconded, open for discussion. Are any questions about this? Please then complete #11 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesSpecial resolution #3, has to do with the authorization of shareholders to authorize the company or any of its subsidiaries by way of a general authority to acquire ordinary shares in the company. I propose that we pass that resolution. Will we -- can we have a seconder for that proposal? Mr. Keyter, thank you. Any questions, ladies and gentlemen, standard procedure. Please then take the time to complete #12 of the ballot paper. [Voting]
Theunis Eloff
ExecutivesCan we ask the scrutineer to collect all the ballot papers inside the room here. Others have already presented electronically to the scrutineers, and we will then wait for a while for the results to be known. As I said, ladies and gentlemen, any questions or comments of a general nature? Marlize, do we have some online?
Marlize Keyter
AttendeesWe do Chair. Mehluli Mncube from ESG Insight South Africa would like to ask on behalf of various pension funds. Renewable energy is still near 0 penetration. Renewable electricity is reported at only 0.43% from an extremely low base given Astral's heavy exposure to grid risk and carbon costs. What is the Board's renewable road map? And what capital allocation has been committed?
Theunis Eloff
ExecutivesIs it basically about electricity consumption and natural resources?
Marlize Keyter
AttendeesCarbon footprint.
Theunis Eloff
ExecutivesYes, renewable energy. I'll ask the CEO to answer that question.
Gary Arnold
ExecutivesThank you. Thanks, Chair, and thank you to the -- for the question. I think there's 2 points posed here. One is exposure to grid risk. I think that we've covered those -- our strategic positioning against electricity supply risk quite well over the last couple of years. Astral embarked on a significant capital expenditure program in providing solutions for emergency power. Those, as you know, are mostly diesel generators. So certainly not a renewable solution. But we do sit, as you've rightly pointed out, with energy-hungry plants and operations. Now we have embarked on 2 arrangements under renewables program, one which you -- we know has developed very quickly, not only within South Africa but now on the African continent is solar. So we have developed a number of projects and commissioned projects, not only on our farms, but on one of our major processing plants where we've installed solar. Given the scale though of the plants and the energy that they consume, these solar projects will never be able to replace power that's supplied from the grid. What these projects serve to do is they supplement power, obviously, when the sun shines, I mean, it goes without saying, installing battery capacity is extremely expensive for these massive solar installations. So generally, they are solar alone, panels alone. And what we have done is rolled out a number of projects, and there are quite a number in the pipeline. But where the benefit for Astral is with these projects is the cost saving against either municipal or Eskom tariffs. So the payback that is provided on those comes from that. And we have not committed our own CapEx to this. If you go out to the market, there are quite a number of providers of solar solutions with funding solutions. So in most cases, if not all, we have signed power purchase agreements over a period of 10 years. And the installations are funded by that installer and the paybacks to Astral come in better electricity tariffs or a better mix in our electricity cost. The other arrangements that we have signed a memorandum of understandings with a number of providers are wheeling arrangements where you will know that there are a couple of large-scale private producers of electricity that have installed wind and solar generation capabilities. They will wheel into the grid, into the Eskom grid, and we can buy that power from the grid. So we've made good progress in moving closer to that. At this stage, unfortunately, though, you have to have, in most cases, a direct Eskom connection to benefit from that, which we do have in a couple of centers, in a couple of centers where we have large processing plants consuming energy, they have municipal connections. But I know that the suppliers of energy through the wheeling arrangements are looking at how they can circumvent that. So certainly, quite a number of projects on the go. And in most cases, very -- you don't have to -- as a user of renewables, you don't have to put the CapEx up yourself now or the cash. So we've looked at alternative solutions where we still get a benefit and reduce our dependency to some degree but you'll never get away completely from carbon emissions, diesel or power off the grid. Thank you.
Theunis Eloff
ExecutivesPerhaps just a case in point in our Standerton, Lekwa plant, we still have regular breaks of electricity, not because there's load shedding but because the municipality doesn't pay its bills and then Eskom cuts. So we still have to use diesel. And I think, Gary, we have about an expense -- monthly expense of about ZAR 10 million still there. So it's an ongoing fight but I think we're making progress. And I know that the person who asked the question would know, but on Pages 74 and 75 of the annual report, we give more information on that. Thanks, Marlize.
Marlize Keyter
AttendeesChair, would you like to go over to the voting results and that we pause this?
Theunis Eloff
ExecutivesNot yet. So we can still -- any more questions.
Marlize Keyter
AttendeesThe second question is Board diversity and transformation. The Board currently lacks adequate gender and racial diversity, particularly in executive roles and transformation progress appears slow despite national imperatives. What concrete steps is the Board taking to accelerate employment equity, especially at senior levels? And when will we see measurable outcomes in alignment with national transformation goals?
Theunis Eloff
ExecutivesWell, I'll start answering and then ask Gary to talk perhaps more about the staff. In terms of the Board, I think we've made progress with female representativity. We have in South Africa skill shortage. And we've said before that when a Minister of Basic Education says in public that the education system has failed, it's not that easy to get skilled people out of that pipeline. And therefore, we are looking around. We believe that we should have diversity rather than representativity. And at the Board level, I think we've made good progress in that regard. We also must note that we have -- compared to other listed companies, we have a fairly small Board, only 6 non-execs. We may -- we have plans to enlarge the Board, which will also give more possibilities for diversity. With regard to the staff employment, Gary, can I hand over to you?
Gary Arnold
ExecutivesThank you, Chair. I think if you look across the company with nearly 13,000 employees, there is good diversity, not only along gender lines but racial lines as well. So it depends, I think where you're looking, we have good representation, excellent representation across the company. Within management, we do have diversification along racial and gender lines. But it's not typically -- we're very cognizant of the fact that transformation is a South African agenda, and we support SA Inc. So we're certainly not ignorant of the fact that transformation in the business is required. We also have a responsibility to support the business with the right skills. And in the poultry industry, not only in South Africa but globally, there is unfortunately a shrinking set -- skill set in this field with many people not wanting to move into the agricultural space when they leave tertiary education. So you do -- to find the right people for the job and to support this industry, you have to go and look for those skills. And you can't always be choosy about who you want to bring on board. You've got to bring the right people on board that have the right culture fit for the company, that have the right skill set to drive the KPIs in this poultry business and that can support the broader group. So very -- becoming more and more difficult if you start drawing lines in the sand and saying, well, we can't appoint you, we can't appoint there. You've got to keep a fairly open mind about this. Otherwise, you will have not only due to immigration but within the industry, there's a lot of people moving around and particularly with engineers now. And I think our HR exec can attest to this. I mean we've appointed a number of engineers over the last 2 to 3 years that fit and tick all the boxes when it comes to diversity. And they don't [indiscernible] getting taken and we train them up and then they move on. And so over the years, we've had many skills development programs aimed at broadening diversity across the group, particularly in the management level. And we see quite a turnover when these people reach a certain skill set level and experience that there's a lot of competition for them. And so we've got to just be fairly pragmatic and open-minded about the availability of skills as well. Thank you.
Theunis Eloff
ExecutivesThanks, Gary. Tshepo?
Tshepo Shabangu
ExecutivesWhilst this is not within Astral Group. I think one of the crown jewels of our enterprise development initiatives that we have run is that of contract growers. I think it's worth mentioning that a lot of the contract growers from previously disadvantaged backgrounds have actually benefited from our efforts, and that has resulted in them actually running sustainable businesses as farmers, which also adds or contributes to that transformation imperatives of our country.
Gary Arnold
ExecutivesChair, I can also add, I think Astral also in this year achieved a Level 4 BEE rating. So that must give some insight into the company's achievements and transformation.
Theunis Eloff
ExecutivesThank you. Marlize?
Marlize Keyter
AttendeesThank you, Chair. There's an audio question from Anthony Clark.
Theunis Eloff
ExecutivesAnthony, we'd love to hear you.
Unknown Attendee
AttendeesMr. Chairman, members of the Board. Firstly, thank you for the opportunity to participate electronically. Sadly, I'm unable to attend personally, first time in many, many years. I think I'd like to ask a few questions, if I may, as always. Firstly, in light of yesterday's stellar half 1 update from RAINBOW Chickens, which I'm sure pleased the market and led to Astral and RAINBOW being at new 52-week highs yesterday. Can I ask a very general question? Gary, please, just a general update on the poultry industry, how the festive period basically performed for the sector, inventory levels and how you see the first quarter of 2026 from an industry perspective?
Theunis Eloff
ExecutivesGary?
Gary Arnold
ExecutivesAnthony, thank you. And I think you've I mean you -- Anthony, you will know there are a couple of tailwinds at the moment, if I couldn't call them that. I can only echo what I read in the update that -- the trading update that was published yesterday. Demand has been strong, has been good. So through the festive period, demand was strong. You know that for our second half and at least our last quarter of our financial year 2025, there were very good results that came through in Astral's numbers, and you saw that recovery in our second half against that first half. We did allude to that momentum continuing when we provided an outlook in November at our roadshow. So certainly, a much better raw material input costs with SAFEX falling quite substantially, soy meal pricing very well into feed at the moment, globally, very healthy stocks of coarse grains and soy meal that I don't think I can even remember when we saw the pricing was low for soy meal. So feed input costs certainly supporting some margin recovery in the business. We have had good farming performances, I think, which was echoed in the trading update yesterday released by another producer. So they continue focusing that and on costs. I think as a poultry producer, that's a given. If you don't do that, you can't fix it in selling price. The market doesn't allow you to do that and the state -- health of the consumer doesn't allow you to do that. But having said that, we've seen strong demand, fresh and frozen and stock levels are manageable. There has been a little bit of softening in some product categories such as tertiary products in January but that's not atypical of January. I think that we see that every January. What I can say is that September, October, November saw much higher inputs than the same period in the prior year. So imports were up about 50% on those 3 months if you compare them to 2024. And within that basket, a lot of leg quarters coming in, but some recovery of MDM imports as well when Brazil was closed with their bird flu. But tertiaries in there as well. And what I understand is a lot of that product that was imported is now sitting in outside cold storage. So there's some pressure on that product and pricing levels there, which will feed back into the broader poultry industry. But for now, and then looking at the quarter, stock levels are good, manageable. Anthony, I think no surprises there, good demand. And then we did allude to the fact that we would look at an inflationary type increase going into October, and we did manage to achieve that. You've seen the frozen and fresh pricing levels come through in the last SAPA report. So you have mentioned yourself in a couple of your reports that there's been some recovery through the year in selling prices and certainly I think we provided a picture of that in November. So no surprises, Anthony, as to what we communicated with the market in November.
Unknown Attendee
AttendeesCan I just touch base -- sorry, if I may, can I touch base, you mentioned in November, you were at around 6.1 million, 6.2 million birds. Is that still the case? Or is there plans for further expansion to meet market demands?
Gary Arnold
ExecutivesAnthony, we added that additional shift, which we outlined in November's discussion. We were at 6.1 million birds a week through December, and we are still at that level. So the birds, the production levels remain on average the same. And unless we see -- and we look very closely at that, I mean, it's about our own supply and demand from the market. We look at that balance quite carefully. We don't always know what everyone else is doing. But we'll keep a close eye on that. And as we always do, make sure that we don't put in place any additional pressure on stock but certainly still at 6.1 million birds a week.
Unknown Attendee
AttendeesAnd just lastly for now to let someone else get a chance. Is there any update on the Competition Commission market inquiry investigation? I went on to their website a couple of days ago, and they still seem to be very much up one the air. Is there any clarity you can give us regarding Astral or as industry?
Gary Arnold
ExecutivesAnthony, it is up in air. I mean, besides the government gazette, which was published, as you know, at the end of last year, outlining the fact that the draft terms of reference have been accepted with some small changes, largely remaining unchanged from what was published in the draft terms. No further progress. They did indicate that they would come out within an 18-day time frame and publish a calendar timetable of engagements with industry and producers and others. And we, to date, have not seen anything. So status quo remains as we discussed in November.
Unknown Attendee
AttendeesI'll pause to let somebody else ask questions.
Theunis Eloff
ExecutivesThank, Anthony. You seem to have a very ferocious chicken there with you. Marlize, any more questions?
Marlize Keyter
AttendeesMehluli Mncube has got a follow-up question. Executive remuneration report. Despite significant operational and profitability challenges due to bird flu and load shedding, executive pay appears largely stable or increasing. How does the Board justify executive remuneration levels during periods of shareholder value erosion? And what specific KPIs are used to tie pay to performance in volatile operating environments?
Theunis Eloff
ExecutivesI will, again, Start and then ask the Chair of the Rem-Co to add to that. I think if you look over the last 3 years, in the year that Astral made a loss, we have had very few bonuses. There were some short-term incentive bonuses paid, but the long term didn't really materialize. In the other years, the last 2 years, there will be. And those are tied to specific thresholds of performance. We work on a number of metrics, most important of which is the production efficiency factor, which is efficiency on farms. What we have found, however, is an erosion of critical skills, as Gary has mentioned earlier. And we have lost a significant number of senior managers in the last 5 years, some through the retirement but the majority through better offers elsewhere, either in the industry or next to the industry or outside the industry. We compare our executive remuneration pay by comparing with similar size and similar industry companies on the JSE. And we have found that we are at a reasonable level. We actually have found that our retention of senior managers is not good. And so I almost want to say you say how do we defend that? We are worried that we may lose more critical skills to a very skills hungry market if we don't remunerate better, especially in the long term. So this is something that takes a lot of time that we take very seriously because you have to balance the interests of the company in the long term and shareholders because shareholders want dividends with the cost of employment. But if you your cost of employment is too low and you lose people, you can't deliver dividends. So that's the balance that we have to keep on having. We were very fortunate and through hard work by management that through the turnaround incentive strategy after the year that we made the big loss and where we -- our balance sheet and bank balance didn't look good, that management as a self-funded scheme worked very hard to restore the balance sheet. And we've ended last year with a very strong balance sheet. And for that, management has earned some bonuses but it was a self-funded scheme. It wasn't something that we took out of the ordinary profits. So I almost want to say before I hand over to Wille that we are actually of the opinion that we are at risk because we may not, in the long term, pay enough. Wille?
Willem Potgieter
ExecutivesThank you, Chair. If I can just add, and I think it's an important question, something that we've been working on from the rem-co side over the last year, and we -- it's a continuous process that we need to make sure that we keep the necessary skills within the company and also make sure that we compensate people for the performance. As you can see, Astral did very well over the last year, and we need to make sure that we address it from our side. If we talk of executives, you probably refer -- we can, on the one hand, refer to the total guaranteed package. We've got peer reviews or reviews. We've got 2 companies that help us with that to do -- to look into our competitors. And we retained a 75 percentile in terms of the critical skills as well as our executive in the industry. On the other hand, we sit with the incentives. Dr. Eloff already indicated the turnaround scheme that we -- there was some payment that was done over the last 2 years. It was a once-off incentive scheme. On the other hand, there's also the long term and the short term. We've got very clear safety net conditions. It is self-funded projects. And the -- as far as the short-term incentive scheme, the participants only share in the excess profit that the company made 20% of that. On the long-term scheme, it is part of -- and as the Chairperson already alluded to, it is part of our process to make sure that we retain our executives and some of our critical skills within the company. I hope we've addressed the question appropriately.
Theunis Eloff
ExecutivesYes And obviously, in the annual report, there's ample evidence of this. So -- but we are obviously happy to engage on this issue in the future, too. Marlize?
Marlize Keyter
AttendeesChair, would you like to proceed with the vote? Or would we like to finish the question?
Theunis Eloff
ExecutivesI think, let's finish the questions.
Marlize Keyter
AttendeesAudit Committee independence and long tenure. Mr. Fouche has served over 11 years and that an independent assessment has not been performed or confirmed. Why has the Board not conducted and disclosed a formal independent assessment for long-tenured directors serving on critical committees like Audit and Risk?
Theunis Eloff
ExecutivesFirstly, let me say that the independence test is done regularly. It may not have made in specific terms personally in the annual report but we do that as a matter, of course, because the company secretary holds us to the rules. We have had questions from other shareholders about independence. And let me say that we concur that in terms of a new view of independence that makes tenure the most important and almost the only thing, we don't agree with that. But we have to accept that at the moment, the market is moving towards even a shorter tenure. We have information that King V will probably take maximum tenure at 9 years in the future. Now again, let me say, personally, I think that's taking a step too far but be that as it may. In terms of the independence, we will have to see how the votes go but we have full confidence that by far, the majority of the shareholders have through their vote, which I will announce now shown that they have trust in the independence of especially the Audit Committee members. In terms of the Board, as I said before, we have a fairly small group of non-execs, 6 and at the moment, only 1 exec, which will be added to in March. But we realize that we need to have perhaps more members on the non-exec side. We will then bring in new members and so that we can, in the next year or 2, rotate some of the members who have served longer out of the committees and out of the Board. That's part of our follow-up planning, succession planning. But at the moment, I can assure shareholders that we are, as a Board, very happy with the independence of the non-execs. We've not had any indication in the tests that we have had in the assessments that either Mr. Fouche or Mr. Shabangu are not independent anymore. We strongly believe that we must act in the interest of the company. And therefore, we -- I can assure shareholders that we take this seriously, but that we will put some renewed energy into it in the next year or 2 in terms of succession planning also on the Board. I don't know whether anyone else would like to add to that, Wille. Thanks, Marlize.
Marlize Keyter
AttendeesWe can go over back to Anthony Clark for audio question. Anthony Mifsud.
Theunis Eloff
ExecutivesThank you. Anthony?
Unknown Attendee
AttendeesThank. You, Mr. Chairman. Cats and dogs don't mix, and my apologies for the little woof earlier. Just some further questions, please, if I may. Gary, you mentioned earlier regarding the input costs and the significant decrease in soya and in maize. Given that soy this morning is at [ 625 ] and yellow maize at ZAR 3,424, can I ask, is Astral still on its normal 3-month procurement? Or have you extended your procurement to significantly longer than that to try and lock in these lower prices for much of the year? That's my first question, please.
Gary Arnold
ExecutivesAnthony, look, as you know, we have a Board mandate of between 2 and 9 months. So we exercised that through our Executive procurement committee and set strategic direction for a team that executes the procurement strategy for the group. I'd say right now, we've got a fairly neutral position, and we are locking in good protein prices. So we have good coverage on protein and maize. I think for the time being, though, given that the month of February is quite critical in the development -- this crop being made, a lot of the crop moving or is in pollination right now. A lot of eyes are on February's weather and the rainfall, particularly in the West. So February could be a time that could be very good for maize prices if the West gets 25, 40 mls of rain that it needs and makes that white maize crop. But if it remains dry for the rest of this month, then we know what we need to do. So at these levels, maize prices of ZAR 3,400 a tonne, I often say it's easy to forget that maize was at one time, ZAR 5,700 a tonne, and that was just a little under 2 years ago. So certainly, here, you can feed poultry. I mean we're mindful that the farmers have a breakeven price of around ZAR 3,500 a tonne. I think it depends where you're farming, whether you're in the East or the West, slightly higher in the West. So I think there will be -- although we're trading quite far away from export parity pricing at the moment, I think SAFEX has decoupled a little bit from the rand and Chicago. But there will be -- if it rains, there's going to be further pressure, downside pressure on the price and then you participate and you lock that in. So we've got -- we're fairly happy with our position now in a falling market, you never at the market. You've got to make a call on a day and buy it. We do have a minimum 3-month pipeline, as you know. And certainly, I would say our position is fairly neutral. It's not long, it's not short, and we're happy with the position that we have right now.
Theunis Eloff
ExecutivesLast question, if any.
Unknown Attendee
AttendeesTwo short questions.
Theunis Eloff
ExecutivesMake it one.
Unknown Attendee
AttendeesJust to finish, please. I would imagine, given the current state of the industry that given your strong balance sheet and results coming up, that Astral is currently sitting on a gravy boat full of cash. So I'm looking forward to seeing what may happen with that cash in due course. That's one point. And then lastly, given that Easter this year is in early April, is there any indication from the industry of a further price increase ahead of the traditional Easter period?
Gary Arnold
ExecutivesAnthony, I don't see certainly, I think it's too early for us to look at that. I mean I think you've alluded it to yourself with the softening in input costs, everyone sees it. So certainly, the retail sector see that as well and the QSR sector and everyone is looking forward to lower input costs. So I think the opportunity to rush off to the market just around Easter and look at a price increase, it would probably be quite opportunistic and may be seen as a bit greedy, if I can use that word pretty loosely. But I think where some support to poultry is being offered is that foot and mouth disease is really ravaging the beef industry at the moment. And I think there's something to be said that the higher beef prices, meat prices there are providing some support to poultry. So I think we're looking at it more along the lines of how long can one hang on to the selling price that you have in the market at the moment, given that there's still extensive retail promotional activity around month ends and a very competitive landscape there with retailers opening new stores and wanting feed through their stores and driving volume and margin growth. So I think a lot to consider besides just Easter, which we've seen over the years has not a typical high demand period that it may have been a number of years ago. I mean there's obviously a number of public holidays around that and people will certainly buy chicken. And -- but I can't say that we're opportunistic that we'll be able to rush out there and grab another rand. I mean that is -- I can't say that sitting here today. Time will tell. But certainly, the market does look at input costs, and they will keep us in check if need be, and expect that to flow through into food pricing somewhere. And as you know, food prices are quite topical these days. It's in the newspaper every second day. But one commentator said quite rightly the other day that it takes at least 5 to 6 months for lower or the soft commodity prices to filter through into food prices. So I don't think the market expects anyone right now to be revisiting selling prices. The market -- as I say, in a falling market, you're not at the market. You're feeding maize at the moment that is not at ZAR 3,400 a tonne, particularly if you're holding a minimum 3-month position. So Anthony, we'll certainly be able to maybe flesh that out a bit more in May when we meet one another and give you some view of what the market is allowing us to achieve then.
Theunis Eloff
ExecutivesThank you.
Marlize Keyter
AttendeesThank you, Chair. There are no further questions.
Theunis Eloff
ExecutivesThank you very much. Thanks, colleagues. I can then now go on to report back the results of the voting process. On ordinary resolution #1, the adoption of the annual financial statements, 100% of the shareholders voted for; on the appointment of Director, Mrs. Backman, 100% directors voted For; on the reelection of Dr. T. Eloff as a director, 63.8% voters votes were for For; on the reelection of directors, Mr. Mayet, 99.2% For; on the reappointment of the members of the Audit and Risk Management Committee, Mr. Fouche, 71.3% For; on the reappointment of members of the Audit and Risk Committee, Mr. Mayet, 99.26% For; on the reappointment of Mr. Shabangu as a member of the Audit and Risk Management Committee, 57.4% For; on the reappointment of members of the Social and Ethics Committee, Mr. Shabangu, 89.79% For; on the reappointment of members of the Social and Ethics Committee, Dr. T. Eloff, 85.7% For; on the reappointment of the members of Social Ethics Committee; Mr. L. W. Hansen, 91.5% For; on the appointment of the independent auditors, Deloitte, 98.5% For; on the approval of the remuneration policy, the nonadvisory -- the nonbinding advisory vote, 73.67% For. We note that, that is below the threshold of 75%, which means that we will engage with shareholders about this issue again. Then on ordinary resolution #8, approval of the implementation of the remuneration policy looking back, 81.35% For; ordinary resolution on the signature of documentation, 99.99% For; on fees payable to nonexecutive directors, 96.63% For; on the authority to provide financial assistance to related and interrelated companies, 99.33% For; and for the general authority to repurchase shares in the company, 99.16% For. We thank shareholders for the trouble they took to vote and for the general support and trust and confidence in the company. Thank you very much for that. Before closing, I think it's appropriate to mention 3 things. One of them not something good, and that is we would like as Astral also at this AGM to pay our respects to a fellow poultry company, Dabchick, who suffered the terrible loss of the 2 sons of the founder of Chubby Chick, namely Deon and John Fourie. It was in the news, and we thought it would be appropriate just to mention it here. Then on a better note, some of you may have missed it, but at the end of last year, at the Business Times Excellence Award, Business Excellence Award, a certain Astral member received the highest business award for a lifetime achievement and a contribution to the South African economy. It's also an accolade for Astral but Chris Schutte was the man who received this. And Chris, we think it's appropriate also just to -- in this company of the shareholders to congratulate you, and thank you for what you've done to receive that. And then on a slightly sadder note, Chris retired a year ago almost, and he was employed as a contractor adviser for the transition period. And as you can see how the product of the transition to my left performed under all the difficult questions. We think that was a success. But Chris, we wish you well. Your contract ended at the end of January, and we really wish you well in all your endeavors. You are still for an individual and major shareholder. So we will not be rid of you. I didn't know whether you wanted to say something as a parting gift to us, perhaps some wisdom. I know the one thing that you always say you don't need to say that again. We will not bungle it up. But please, if you have a few words, you're welcome.
Chris Schutte
ShareholdersThank you to everybody in the room and everybody that locked in. So the contract was for a year. And I think the key driver behind that was to ensure a smooth transition. And we sit here today and nothing has changed. So that's a smooth transition. Still, during this year, I had numerous contacts and talks with key customers of Astral, shareholders and other interested parties, and it is as if nothing has changed. So from my point of view, with the way the Board handled this transition, and the way Gary and the team has performed. I can with absolutely no regret, step down today or actually 3 days, 4 days ago and say that job well done to the new management, and I think it will only get better. So thank you for that year to work with Gary and the Board. And I've got absolutely no regrets not being part of Astral anymore because it's in good hands. And I am major shareholder in my portfolio. I voted today, and I see it made no difference to the percentage. But thank you, Chair, and to all the other Board members that supported us and also now supporting Gary and the team. And I think the outcome of the voting today, in general, supports this Board. I know there's 1 or 2 little rules on tenures but I can say that up till today, all I know with everybody I speak to in my in my books, I don't know of any nonexecutive director that is not independent. And from my experience, that is so. So thank you for this opportunity and good luck.
Theunis Eloff
ExecutivesThank you very much, Chris. We appreciate it. Thank you. Perhaps I could just say from the Board side, especially from the NEDs, we also plan to have a smooth transition from directors stepping down in the next 2, 3 years so that we will have a smooth transition in that sense, too. Thank you very much. Ladies and gentlemen, that concludes our business. Thank you for your time, those who were in on the air and also for those who are here, a few of our shareholders who are here, we are very happy to see you, and we hope to see you next year this time with even better news. Thank you.
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