Hyprop Investments Limited (HYP.JO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Gavin Tipper, and I chair the company's Board of Directors. I have pleasure in welcoming you to this Annual General Meeting of Hyprop Investments Limited. I'm advised that the necessary quorum is present, and I declare the meeting properly constituted. The notice convening this meeting was sent to shareholders on Wednesday, the 27th of October, 2021, and the Hyprop Investments Limited 2021 integrated annual report was made available on the 28th of October, 2021. On the 18th of November, 2021, an announcement was released on the Stock Exchange News Service, notifying shareholders of a modification to Special Resolution #1 included in the notice of this meeting and including a copy of the modified special resolution. I suggest that the notice, including the modification of Special Resolution #1, as published on SENS, be taken as read. Is this agreed? Thank you. The integrated annual report for the year ended 30 June 2021 includes the director's report, the report of the independent auditors, the report of the Audit Committee, the report of the Social and Ethics Committee and the annual financial statements for the year ended 30 June, 2021. I suggest that these be taken as read. Is this agreed? Thank you. In terms of the company's Memorandum of Incorporation resolutions are to be decided on a show of hands unless a poll is demanded. I consider it appropriate that the motions to be put to this meeting be decided on a poll. And accordingly, I direct that a poll be taken on all the motions to be put to the meeting. Any undirected proxy votes given to the Chairman will be voted in favor of the relevant resolutions. Electronic voting is open and will remain open until after the question-and-answer section at the end of the resolutions. You may vote at any time during the meeting. I will inform you before the polls are closed. Shareholders attending the meeting who wish to vote will have received the web link and unique invitation code to access the voting platform from Computershare. The process is as follows. Open the web link in your preferred Internet browser, Internet Explorer is no longer supported. Click join the meeting. If you are not signed into the meeting automatically, enter the invitation code that was e-mailed to you. Click on the voting item, and the resolutions will appear on your screen. Select for, against or abstain. You will see a message that states that the vote has been received once your selection has been made. You can change your vote while the poll is open by clicking on the Change Vote's link. Should you have any questions on any of the resolutions, please submit these via the online meeting platform by clicking on the Q&A icon, typing your question into the text box and pressing Send. Questions will be answered once all of the resolutions have been proposed. I reconfirm that electronic voting on the resolutions will remain open until all of the resolutions have been proposed and questions have been answered. Results of the voting will be read at the conclusion of the meeting once the votes have been counted. The integrated annual report, notice of the Annual General Meeting, the modification of Special Resolution #1 contain full details on the matters before this meeting, and I have nothing further to add. Thabo Mokgatlha, the Chairman of the Audit and Risk Committee; Stewart Shaw-Taylor, the Chairman of the Remuneration, Nomination and Appointments Committee; Morne Wilken and Brett Till, who are both members of the Social and Ethics Committee; as well as the KPMG audit partner, Tracy Middlemiss, are present and available to answer any questions relating to their respective areas. Also in attendance are Zuleka Jasper and Annabel Dallamore, nonexecutive members of our Board. We shall now proceed with the business of the meeting. Ordinary Resolution #1. I now move that the annual financial statements of the company for the year ended 30 June, 2021, together with the reports of the directors, the independent auditor and the Audit and Risk Committee, as contained in the integrated annual report, be approved and adopted. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 2.1. I now move that Mr. Ellerine, who retires a director by rotation at this meeting and who is eligible for reelection as a director of the company, be reelected as a director. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 2.2. I now move that Ms. Mandindi, who retires as a director by rotation at this meeting and who is eligible for reelection as a director of the company, be reelected as a director. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 2.3. I now move that Mr. Nauta, who retires as a director by rotation at this meeting and who is eligible for reelection as a director of the company, be reelected as a director. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 2.4. I now move that Mr. Till, who retires as a director by rotation at this meeting and who is eligible for reelection as a director of the company, be reelected as a director. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolutions 3.1 to 3.4. Ordinary Resolution 3.1 to 3.4 deal with the appointment of the members of the Audit and Risk Committee until the conclusion of the next Annual General Meeting of the company. Ordinary Resolution 3.1. I now move that Mr. Mokgatlha be appointed as a member and the Chairperson of the Audit and Risk Committee. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 3.2. I now move that Ms. Jasper be appointed as a member of the Audit and Risk Committee. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 3.3. I now move that Mr. Shaw-Taylor be appointed as a member of the Audit and Risk Committee. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 3.4. I now move that Ms. Dallamore be appointed as a member of the Audit and Risk Committee. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 4. I now move that KPMG be reappointed as the external auditors of the company until the conclusion of the next Annual General Meeting. It is noted that Tracy Middlemiss will be the individual registered auditor who will undertake the audit for the financial year ending 30 June, 2022. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 5. This ordinary resolution authorizes the directors of the company to allot and issue a maximum of 5% of the company's issued share capital at the date of the notice of this resolution or cash at a maximum discount of 5% of the weighted average trading price of such shares, measured over the 30 business days prior to the date of issue, subject to compliance with the company's Memorandum of Incorporation and the JSE listing requirements, and places such shares under the directors control for such purpose. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 6. I now move Ordinary Resolution 6, which is to endorse by way of a nonbinding advisory vote on the company's remuneration policy as set out in the remuneration report. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Ordinary Resolution 7. I now move Ordinary Resolution 7, which is to endorse by way of a nonbinding advisory vote the company's remuneration implementation report as set out in the remuneration report. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Special Resolution 1. This resolution relates to the authority of the company or any of its subsidiaries to buy back shares in the company in terms of sections 46 and 48 of the Companies Act #71 of 2008, as amended, and in terms of the listing requirements of the JSE Limited. On 18 November 2021, an announcement was released on SENS, notifying shareholders that Special Resolution #1, as indicated in the notice of this meeting, was modified to decrease the maximum premium at which shares may be acquired in terms of Paragraph 5 of the Special Resolution from 10% to 5%. A copy of the modified Special Resolution was included in the SENS announcement. Would anyone like the Company's Secretary to read the modified Special Resolution #1? No. Thank you. In that case, I now move Special Resolution #1, as modified by the SENS announcement on 18 November 2021. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Special Resolution 2. This resolution grants the directors of the company the authority for a period of not more than 2 years to provide direct or indirect financial assistance to any company which is related or interrelated to the company, subject to compliance to the company's Memorandum of Incorporation and Companies Act #71 of 2008 and the JSE listing requirements. This means that the company is inter alia authorized to grant loans to its subsidiaries and to guarantee the debts of its subsidiaries. I now move Special Resolution 2. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. Special Resolution 3. Special Resolution 3 approves the fees payable to the nonexecutive directors until the next Annual General Meeting in the amount set out under Special Resolutions 3.1 to 3.12. It is proposed that the fees be increased over those from the 2 previous financial years by 4.5%, in line with the CPI rate as follows: Special Resolution 3.1, for Chairman a fee of ZAR 566,766; Special Resolution 3.2, nonexecutive directors, a fee of ZAR 378,999; Special Resolution 3.3, Audit and Risk Committee Chairman, a fee of ZAR 212,344; Special Resolution 3.4, Audit and Risk Committee member, a fee of ZAR 159,515; Special Resolution 3.5, Audit and Risk Committee attendee, a fee of ZAR 159,515; Special Resolution 3.6, Remuneration and Nomination Committee Chairman, a fee of ZAR 145,808; Special Resolution 3.7, Remuneration and Nomination Committee member, a fee of ZAR 102,460; Special Resolution 3.8, Social and Ethics Committee Chairman, a fee of ZAR 96,520; Special Resolution 3.9, Social and Ethics Committee member, a fee of ZAR 77,959; Special Resolution 3.10, Social and Ethics Committee attendee, a fee of 77,959; Special Resolution 3.11, Investment Committee Chairman, a fee of ZAR 27,248 per meeting; Special Resolution 3.12, Investment Committee member, a fee of ZAR 21,799 per meeting. If there are any questions on these resolutions, please submit these. Alternatively, you may record your electronic votes. A separate vote should be recorded for each of Resolutions 3.1 to 3.12. Ordinary Resolution 8. This resolution authorizes any director of the company or the Company's Secretary to do all such things, sign all such documents, and procure the doing of all such things and the signing of all such documents as may be necessary for, or incidental to, the implementation of the resolutions passed at this Annual General Meeting of Shareholders of the company. If there are any questions on this resolution, please submit these. Alternatively, you may record your electronic votes. I will now answer or procure answers to any questions relating to the resolutions tabled at today's Annual General Meeting before closing the voting. Are there any questions? As far as I can see at this stage, we have no questions. [ Raymond ], is that correct?

Correct, Chair. No, no questions on the platform.

Okay. Given that there are no questions, please note that we will close the voting on the resolutions in the next minute. So we will now have a minute. I will take any questions which do arise in this minute, and if necessary, postpone the closing of voting. But in the absence of questions, we will close the voting shortly. I will however notify you before that. Ladies and gentlemen, voting will close very shortly. Please complete any final voting. [Voting]

So voting has now closed. Ladies and gentlemen, all resolutions have been passed with the requisite majorities, and the results of the voting will now be displayed on screen. Ordinary Resolution 1, 96.3% of votes in favor. Ordinary Resolution 2, please. Ordinary Resolution 2, 85.71% of votes in favor. Ordinary Resolution 2.2, 99.94% of votes in favor. Next thing, Ordinary Resolution 2.3, 100% of votes in favor. Ordinary Resolution 2.4, 99.84% of votes in favor. Ordinary Resolution 3.1, 99.96% of votes in favor. Ordinary Resolution 3.2, 100% of votes in favor. Ordinary Resolution 3.3, 67.25% of votes in favor. Ordinary Resolution 3.4, 93.39% of votes in favor. Ordinary Resolution 4, 99.73% of votes in favor. Ordinary Resolution 5, 80.34% of votes in favor. Ordinary Resolution 6, 81.41% of votes in favor. Ordinary Resolution 7, 96.87% of votes in favor. Special Resolution 1, 85.65% of votes in favor. Special Resolution 2, 99.06% of votes in favor. Special Resolution 3.1, 99.15% of votes in favor. Special Resolution 3.2, 98.85% of votes in favor. Special Resolution 3.3, 99.97% of votes in favor. Special Resolution 3.4, 99.97% of votes in favor. Special Resolution 3.5, 79.01% of votes in favor. Special Resolution 3.6, 99.97% of votes in favor. Special Resolution 3.7, 99.91% of votes in favor. Special Resolution 3.8, 99.97% of votes in favor. Special Resolution 3.9, 99.97% of votes in favor. Special Resolution 3.10, 79.03% of votes in favor. Special Resolution 3.11, 99.97% of votes in favor. Special Resolution 3.12, 99.97% of votes in favor. Ordinary Resolution 8, 100% of votes in favor. To reiterate, all resolutions have been passed with the requisite majorities. The results of the voting will be released on SENS and will be available on Hyprop's website after the meeting. There being no further business, I hereby conclude this Annual General Meeting, and I thank you for your attendance. Good morning.