Dis-Chem Pharmacies Limited (DCP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the 11th Annual General Meeting of the members of Dis-Chem Pharmacies Limited. The Transfer Secretaries, Computershare Investor Services, have confirmed that a quorum in terms of the memorandum of the incorporation is present. The Annual General Meeting will be held virtually as contemplated in Section 63(2)(a) of the Company's Act, 2008. Shareholders were advised on the SENS on 29th of June 2020 that they would not be able to attend the Annual General Meeting in person due to the COVID-19 pandemic. Shareholders were advised of the procedure to be followed for electronic participation in the e-mail that was circulated with the notice of this meeting. Shareholders who are participating online will be able to view the live webcast of the meeting, ask questions and submit their votes. Certified shareholders and dematerialized beneficial shareholders, who have not cast their votes via proxy prior to the meeting, are able to access the voting platform. All other shareholders who have launched proxy or voting instructions prior to the meeting will not be able to vote at the meeting, as their votes have already been recorded by the share transfer secretaries. Questions from shareholders participating via the webcast can be submitted by clicking on the Question button at the top of your screen. Questions from shareholders will be dealt with after all ordinary and special resolutions have been tabled. The voting platform has been opened since the start of the meeting and will remain open until all resolutions have been read out and any questions thereon dealt with. Those shareholders who are eligible to vote may click on the action button, Click to Vote, on the screen to view the resolutions to be voted on. Once you have made your selection, press the green button, Submit. The platform will confirm your vote has been accepted. The ordinary and special resolutions are as follows: The first resolution -- the first ordinary resolution is to consider and adopt the annual financial statements of the company and its subsidiary companies for the year ended February 2020, together with the reports of the directors, auditors and Audit and Risk Committee. The second ordinary resolution is to reappoint Ernst & Young Inc. as the auditors for the company; and secondly, that Mr. Derek Engelbrecht be appointed the Designated Auditor to hold office for the current financial year. The third ordinary resolution is to reelect Mr. Mark Bowman, who retires in terms of the company's memorandum of incorporation as a Director. The fourth ordinary resolution proposed is to reelect Mr. Mahomed Gani, who retires in terms of the company's memorandum of incorporation as a Director. The fifth resolution proposed is to appoint Ms. Anuschka Coovadia as a member of the Audit and Risk Committee, and that this appointment shall be valid up to the date of the next Annual General Meeting of the company. The sixth ordinary resolution proposed is to appoint Mr. Mark Bowman as a member of the Audit and Risk Committee and that his appointment shall be valid up to the date of the next Annual General Meeting of the company. The seventh ordinary resolution proposed is to appoint Mr. Mahomed Gani as a member of the Audit Risk -- Audit and Risk committee and that his appointment shall be valid up to the date of the next Annual General Meeting of the company. The eighth ordinary resolution proposed is to appoint Mr. Joe Mthimunye as a member of the Audit and Risk Committee and that his appointment shall be valid to the date of the next Annual General Meeting. The first part of the ordinary resolution #9 proposes to approve by way of a nonbinding advisory note, the remuneration report. The second part of the ordinary resolution #9 proposes to approve by way of a nonbinding advisory note, the implementation of the report. The second part of the ordinary resolution #9 proposes to approve by way of -- sorry, I think I've said that already. Ordinary resolution number -- sorry, the 10th resolution is special resolution #1, which proposes that the directors' fees be paid to the directors in their capacities as nonexecutive directors of the company for the financial year in February 2021 and the quarter ending May 2021, being 1/4 of the fees payable for the year ending 28th of Feb 2021, be and/or hereby approved. The proposed directors' fees have been detailed in the notice of this Annual General Meeting and will be included in the minutes of the Annual General Meeting. The 11th resolution, which is special resolution #2, proposes that the company be authorized in terms of Section 45 of the Companies Act, 2008 to provide any direct or indirect financial assistance to any related or interrelated company as defined in Section 2 of the said Companies Act, 2008. The Board of Directors will not authorize any financial assistance in terms of the special resolution #2 unless the company has satisfied the requirements of the solvency and liquidity test as required in terms of the Companies Act, 2008. The Board will also ensure that terms of the financial assistance granted are fair and reasonable to the company. The 12th resolution in terms of the notes to shareholders is ordinary resolution #10, which proposes that 5% of the unissued authorized ordinary share capital of the company be placed under the control of the directors until the date of the next Annual General Meeting, subject to the provisions of the JSE Listing Requirements and the condition that no issue of shares shall be made if same could have the effect of changing the control of the company. The 13th resolution proposed in terms of the notice of the meeting is ordinary resolution #11, which proposes that the directors of the company be and they are hereby authorized by way of a general authority to issue shares for cash as contemplated in terms of the JSE requirements, up to 5% of the unissued ordinary shares in the company -- in the capital of the company. The reason for the above ordinary resolution is to give the directors authority to issue up to 5% of the shares in issue for cash in order to pursue suitable business opportunities. The 14th resolution in terms of the notice to shareholders is ordinary resolution #12, which proposes that any director of the company or company's secretary be given authority to do whatever may be necessary for or incidental to the implementation of the ordinary and special resolutions passed at this meeting. A report on the terms of reference for the Social and Ethics Committee as required in terms of the Companies Act, 2008 has been included in the integrated annual report. There's no need to vote on any matters contained in the report. Shareholders are, however, given the opportunity to raise any questions they may have regarding the terms of reference for the Social and Ethics Committee. That concludes the reading out of the ordinary and special resolutions. Are there any questions from shareholders regarding these resolutions? Thank you. Well, then the time for submitting electronic votes has now expired, and voting is now closed. That then concludes the passing of all ordinary and special resolutions proposed at this Annual General Meeting. The transfer secretaries have confirmed all ordinary and special resolutions proposed at the Annual General Meeting have been passed by the requisite majority of shareholders who participate at the Annual General Meeting. A detailed announcement setting out the results of the Annual General Meeting will appear on SENS by the close of business today. Are there any further matters which shareholders wish to raise, which are relevant to the business of the Annual General Meeting? That then concludes the Annual General Meeting. Thank you for your participation and declare the meeting closed.