Aveng Limited (UG8.F) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I have pleasure of welcoming you to the 81st Annual General Meeting of Aveng Limited. My name is Philip Hourquebie, and as Chair of the Board of Aveng, I shall chair this meeting. The quorum for this meeting is a minimum of 3 shareholders provided that such shareholders virtually present or by proxy at this meeting constitute at least 25% of all the voting rights that are entitled to be exercised at the meeting. The Company Secretary has informed me that the necessary quorum is present, and I therefore declare the meeting properly constituted. Notice of this meeting has been given in terms of the Memorandum of Incorporation and the Companies Act. The notice convening this meeting, together with the integrated report was posted on the 31st of October, and I suggest that the integrated report and notice be taken as read. Thank you. It is appropriate that the motions relating to the business of the meeting be decided on the poll, and I accordingly direct that a poll be taken on these motions. Such poll voting shall be conducted entirely electronically as contemplated in Section 63(2) of the Companies Act through the electronic online facility provided by the transfer secretaries of the company being Computershare, known as the transfer secretaries. For the purposes of the poll, I nominate a representative of the transfer secretaries present at this meeting to act as scrutineer. I will now open the voting on the electronic online facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions. You will be able to type in your questions on the platform and view the webcast whilst the poll is open or dial the number provided to ask a verbal question. I will allow any questions pursuant to the motions to be discussed after I have tabled the last resolution on the agenda. The integrated report and the notice of the meeting deals fully with the matters to be considered at this meeting, and I have nothing further to add to the information contained in the integrated report and the notice of the meeting. David Noko, the Lead Independent Director and Chair of the Social, Ethics and Transformation Committee and myself as Chair of the Investment Committee and the Aveng Board, Sean Flanagan are all present as well as Scott Cummins, our CEO; and Adrian Macartney, our CFO; Nicholas Bowen and Bradley Meyer, our apologies. First on the agenda is the presentation of the annual financial statements for the year ended 30th of June 2025, incorporating the reports of the directors, auditors and Audit Committee. These are available online with the summarized version set out on Pages 13 to 39 of the notice of virtual Annual General Meeting and should be taken as presented. Do shareholders have any questions concerning the annual financial statements as contained in the integrated report? If so, please send your questions via the chat box. Secondly, I refer shareholders to the report of the Social, Ethics and Transformation Committee available online as part of the sustainability report, which is taken as presented. Questions regarding the activities of the committee can be addressed to Mr. David Noko on the -- as the Chair Committee. We will now consider the various resolutions as set out in the notice of the meeting. In terms of the company's memorandum of incorporation, I, Philip Hourquebie, Adrian Macartney and Nicholas Bowen retire as directors of this company. We have offered ourselves for reelection. There have been no further nominations. Details of directors' CVs are available on www.aveng.co.za. I now propose resolution #1.1 as set out in the notice convening this meeting for the reelection of myself, Philip Hourquebie as a Director of the company. Please complete your electronic voting in respect of ordinary resolution #1. I now propose ordinary resolution #1.2 as set out in the notice convening this meeting for the reelection of Mr. Adrian Macartney as a Director of the company. Please complete your electronic voting in respect of ordinary resolution #1.2. I now propose ordinary resolution #1.3, as set out in the notice convening this meeting for the reelection of Mr. Nicholas Bowen as a Director of the company. Please complete your electronic voting in respect of ordinary resolution #1.3. The next matter on the agenda is the appointment of members of the Audit Committee. In terms of Section 94(2) of the Companies Act 71 of 2008 as amended, the members of this committee must be appointed at the Annual General Meeting of the company. The Board has put forward the names of David Noko, Bradley Meyer and Nicholas Bowen for appointment as members of the Audit Committee being satisfied that the skills, experience and qualifications of these directors. I now propose ordinary resolution #2.1 as set out in the notice convening this meeting for the election of Mr. David Noko as a member of the Company's Audit Committee. Please complete your electronic voting in respect of ordinary resolution #2.1. I now propose ordinary resolution #2.2 as set out in the notice convening this meeting for the election of Mr. Bradley Meyer as a member of the company's Audit Committee. Please complete your electronic voting in respect of ordinary resolution #2.2. I now propose ordinary resolution #2.3 as set out in the notice convening this meeting for the election of Mr. Nicholas Bowen as a member of the company's Audit Committee. Please complete your electronic voting in respect of ordinary resolution #2.3. The next matter on the agenda is the appointment of members of the Social, Ethics and Transformation Committee. In terms of Section 72(9A) of the Companies Act 71 of 2008 as amended, the members of this committee must be appointed at the Annual General Meeting of the company. The Board has put forward the names of Mr. David Noko, Sean Flanagan and Philip Hourquebie for appointment as members of the Social and Ethics Committee being satisfied that they meet the Companies Act requirements and recommendations of the King 4 Code. I now propose ordinary resolution #3.1 as set out in the notice convening this meeting for the election of Mr. David Noko as a member of the company's Social and Ethics Committee. Please complete your electronic voting in respect of ordinary resolution #3.1. I now propose ordinary resolution #3.2 as set out in the notice convening this meeting for the election of Mr. Sean Flanagan as a member of the company's Social and Ethics Committee. Please complete your electronic voting in respect of ordinary resolution #3.2. I now propose ordinary resolution #3.3 as set out in the notice convening this meeting for the election of Mr. Philip Hourquebie as a member of the Company's Social and Ethics Committee, subject to his reelection as a member -- as a director. [Audio Gap] We shall now turn to the reappointment of the company's external auditors. I propose ordinary resolution #4 as set out in the notice convening this meeting for the reappointment of KPMG Incorporated as the company's external auditor for the ensuing year. Please complete your electronic voting in respect of ordinary resolution #4. The next resolution is the approval of the remuneration policy. The Aveng Limited remuneration policy has been set out on Pages 73 to 79 of the integrated report and is taken as read. I now propose ordinary resolution #5 as set out in the notice convening this meeting in respect of the approval of the Aveng Limited remuneration policy as a nonbinding advisory vote. Please complete your electronic voting in respect of the ordinary resolution #5. The next resolution is the approval of the remuneration report. The Aveng Limited remuneration report has been set out on Pages 71 to 84 of the integrated report and is taken as read. I now propose ordinary resolution #6 as set out in the notice convening this meeting in respect of the approval of the Aveng Limited remuneration report as a nonbinding advisory vote. Please complete your electronic voting in respect of the ordinary resolution #6. Turning now to special resolutions. The first special resolution concerns the general authority to repurchase the company's shares. I therefore propose special resolution #1 as set out in the notice convening this meeting in respect of the general authority for the company and its subsidiaries to repurchase the company's shares as a special resolution. Please complete your electronic voting in respect of the special resolution #1. The second special resolution is for the approval of nonexecutive directors remuneration as required in terms of the Companies Act 71 of 2008 as amended. For this purpose, I now propose special resolution #2 as set out in the notice convening this meeting in respect of the approval of remuneration payable to nonexecutive directors as a special resolution. Please complete your electronic voting in respect of the special resolution #2. The third special resolution requires the approval by shareholders for providing financial assistance to related and interrelated entities. For this reason, I propose special resolution #3 as set out in the notice convening this meeting in respect of the approval for financial assistance to any person or to related and interrelated companies within the Aveng Group of companies as a special resolution. Please complete your electronic voting in respect of special resolution #3. Lastly, I propose ordinary resolution #7 as set out in the notice convening this meeting, granting signing authority to the Company Secretary and/or any director of the company to sign all such documents required to give effect to all resolutions validly passed by the meeting. Please complete your electronic voting in respect of ordinary resolution #7. The last item on the agenda is to transact any other business that may be transacted at an Annual General Meeting. Notice has not been received of any other business, and this, therefore, concludes the matters upon which we are required to vote. I will now allow any questions pursuant to the resolutions tabled at today's Annual General Meeting to be discussed before closing the voting.

I'll ask our Company Secretary, Edinah Mandizha, do we have any questions online?

No questions yet.

And do we have any questions on the telephone line?

No questions on the telephone line.

I'll just wait a moment just to make sure that they aren't coming through. Confirmation, no questions?

No questions, Chair.

Thank you. This concludes the question-and-answer section and allow you to submit your votes. [Voting]

I'll now close the voting, and the results will be shown shortly. Votes are on the screen and from 1 to 3.1 have all passed. 3.2 to special resolution 2 have all passed. And special -- then the last 2 special -- last special resolution and the ordinary resolution 7 have all passed. So all resolutions have been approved. Thank you. Ladies and gentlemen, this brings us to the conclusion of the Annual General Meeting. In closing, I wish to thank my colleagues on the Board. [Audio Gap] I also want to thank all the people across our group for their contribution over the past year. I would like to take a moment just to thank Bridgette Modise, who has stepped down from our Board during the course of this year. And finally, but not least, I would like to thank all of you, our shareholders, for the support that you continue to give us. Thank you for your attendance today, and I declare the meeting closed.