Burstone Group Limited (BTN) Earnings Call Transcript & Summary

August 1, 2022

Johannesburg Stock Exchange ZA Real Estate Diversified REITs shareholder_meeting 8 min

Earnings Call Speaker Segments

Moses Ngoasheng

executive
#1

Good morning, everyone. Welcome to the IPF AGM. In terms of Article 18.22 of the Memorandum of Corporation, the Chairman of the meeting, which is myself, shall be the Chair of this meeting or the Board shall be the Chair of this meeting. Ladies and gentlemen, as a quorum is present and certain notice of the meeting has been given in terms of the company's act and the company's Memorandum of Incorporation as contained in the integrated annual report for the financial year ended 31 March 2022, which was mailed and made available electronically on June 30, 2022, I declare the meeting properly constituted and bid you welcome. Before I continue with the meeting, I'd like to introduce my fellow Board of Directors, Mr. Philip Hourquebie, sitting in London; Sam Leon; Connie Mashaba; Darryl Mayers, one of our joint CEOs; Nosipho Molope, Nick Riley has sent his apologies today; Khumo Shuenyane is in attendance; Jenna Sprenger our FD; and Andrew Wooler, our joint CEO. The details of the special resolutions to be approved today are contained in the notice of the meeting, which is also available on the Computershare's meeting website. Unless there's any questions, I propose the notice convening this me to be taken as read. Are there any questions? We now invite any questions from the Computershare. Are there any questions from the platform?

Unknown Attendee

attendee
#2

No question, Mr. Chairman.

Moses Ngoasheng

executive
#3

Thank you so much. In terms of Article 18.23 of MOI, all resolutions and any proposed amendment that will be decided on a show of hands or in the poll if so requested also determined by the Chair. I hereby determine that all resolutions will be decided on the poll. Such polls shall be conducted entirely electronically through the electronic online facility provided by Computershare, the company's transfer secretaries. For purposes of the poll, I nominate a representative of the transfer secretary present at this meeting to act as a scrutineer. We will now take any questions submitted in terms of the proposed resolutions or in terms of the voting process. Are there any questions that have been submitted on the platform?

Unknown Attendee

attendee
#4

No question, Mr. Chairman.

Moses Ngoasheng

executive
#5

If there are no further questions, we will now proceed to the main business of the meeting as set out in the notice. Questions will again be allowed before the closure of the votes. I'll 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. Thank you. [Voting]

Moses Ngoasheng

executive
#6

I like -- I would now like to put the resolution to the vote. Shareholders are asked to vote on the following proposed resolution as set out in the Notice of the Meeting. Ordinary Resolution #1. The appointment of Ms. Nosipho Molope as a Director, the election of Jenna Sprenger as Director of the company, the re-election of Sam Leon as a Director, the election of -- reelection of Constance Mashaba as a Director. Resolution 5, reelection of Nicholas Riley as a Director. Resolution 6, the election of Nosipho Molope as a member of the Audit and Risk Committee. Resolution #7, election of Constance Mashaba as a member of the Audit and Risk Committee. Resolution #8, election of Khumo Shuenyane as a member of the Audit and Risk Committee. Number 9, appointment of PricewaterhouseCooper as designated auditor of the fund for the 2023 financial year. Number 10, Directors and company secretary authority to take action in respect of the above resolutions. Authorizing the directors to allot and issue shares specifically in relation to a dividend reinvestment plan, that's resolution #11. Resolution #12, authorizing the directors to allot and issue authorized but unissued shares equal to 10% of the shares in issue. We have a number of special resolutions that we will look at as well. Special resolution #1. Directors authority allot and issue shares for the cash in respect of 5% of the shares in issue. In terms of the JSE listing requirements in order for the resolution #1 to be given effect to, a 75% majority of the votes of all shareholders present or represented by proxy at the AGM of Investec Property Fund Limited must be cast in favor of special resolution #1. Special resolution #2, Directors general authorities to acquire shares. Special resolution #3, Non-Executive Director's remuneration. Special resolution #4, financial assistant subsidiaries and other related and interrelated entities. We'll now take further questions on the resolution proposed. Are there any questions questioners submitted through the platform?

Unknown Attendee

attendee
#7

There's no questions, Mr. Chairman.

Moses Ngoasheng

executive
#8

Thank you very much. Please record your votes for and against the various resolutions. Since there are no further questions, I declare the voting closed and ask the scrutinies to please compile the votes. Ordinary resolution #1 has been passed. Ordinary resolution #2 has been passed. 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, they've all been passed. Ordinary resolution -- special resolution 1, 2, 3 and 4 have also been passed. So the -- all the resolutions submitted for the AGM have been voted for and the results have been announced. We will prepare and sent announcement confirming the results, which will be released on the JSE market later today. As all the business on the agenda has been dealt with, I thank you for your attendance today and now declare the meeting closed.

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