Impala Platinum Holdings Limited (IMP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Thandi Orleyn, the Chairman of the Board of Directors of Impala Platinum Holdings Limited. It gives me great pleasure to welcome you to the 68th Annual General Meeting of the Shareholders of Impala Platinum Holdings Limited. I welcome the members of the Board, management, the service providers, stakeholders as well [Technical Difficulty] meeting. We have people participating in this meeting in person at our registered head office in Illovo, Johannesburg, and some people are participating virtually as has been the norm over the past 4 years. Thank you for taking the time to attend. The notice convening the AGM has been in your hands for the prescribed period. The notice contains full details of all resolutions to be considered at this meeting. I propose that the notice of the AGM be taken as read. Are there any questions or objections to this procedure? Thank you very much. In terms of the Implats MOI, the quorum for a General Meeting of Shareholders is 3 members. Personally present and entitled to vote as well as sufficient shareholders present in person or by proxy who can, in aggregate, exercise at least 25% of the voting rights. This requirement has been met, and I declare the meeting to be properly constituted. Ladies and gentlemen, voting will proceed by way of e-voting using the electronic online facility provided. Shareholders attending in person will also submit their votes electronically using their own smart-enabled devices, that is cell phones, tablets or laptops. For participants in person and online, please note that voting can be performed at any time during the meeting until I officially close the voting on the resolutions towards the end of the meeting. You will be able to submit your questions on any resolution throughout the duration of the meeting. All questions will be answered after I have tabled the last resolution on the agenda and voting will be closed once the questions have been responded to. I understand that management has also been engaging some shareholders on key matters that are not necessarily the business of the AGM. We encourage regular and ongoing shareholder engagements for issues beyond what today's time has been allocated for. To the extent that any shareholder wishes to raise any matters after this meeting, please contact Johan Theron and the Investor Relations team. For efficient administration [Technical Difficulty] having read the notice once to in advance, second all the motions to be tabled to avoid unnecessary repetition. I pause.

Thank you, Chair. I, Sifiso Sibiya, a shareholder in advance, second all the motions tabled for this AGM.

Thank you, Sifiso. The motions are hereby seconded in advance. For purposes of the voting, I nominate a representative of the Transfer Secretaries present at this meeting and the Company Secretary to act as scrutineers. I will now pause for the Transfer Secretaries to explain or illustrate the voting procedure.

Thank you. Once successfully authenticated, the home screen will be displayed. There you'll see four icons, Broadcast, Vote, Q&A and Documents, and you can use these to access the webcast to vote, ask your questions and view any meeting material in the documents folder. The image that is highlighted in blue indicates the page that you have active. The webcast will appear and begin automatically once the meeting has started. There is the Voting icon, under there, resolutions will be put forward once voting is declared open by the Chair. Once the voting has opened, the resolution and voting options will appear. To vote, simply select your voting direction from the options shown on the screen. You can vote for all resolutions at once or by each resolution. Your vote has been cast when the green tick appears. And to change your vote, select Change Your Vote. To get to any Q&A, click on the Q&A icon. Only eligible shareholders or proxies attending the meeting remotely are eligible to ask questions. To do this, select that Q&A tab, type your question in the box at the bottom and press send. To access any documents pertaining to the meeting, click on the Documents icon. Thank you.

Thank you very much. Are there any questions regarding the voting procedure?

I think. not yet.

Thank you. And if this is agreed, therefore, thank you very much. Now we go to the next item. In accordance with the Companies Act, I hereby present the annual financial statements of the company and the group for the year ended 30 June 2024, including the Directors' report, the report of the Audit and Risk Committee and the external auditor's report. I also present the report of the Social Transformation and Remuneration Committee. These reports are presented to the shareholders for noting and not to be voted on. That committee manages the Social and Ethics Committee report in terms of the act and the Remuneration Committee report. Are there any questions regarding the reports being presented?

No, Chair.

There being no questions, this therefore, takes us to the next business being ordinary resolution #1. This relates to the reappointment of external auditors. I propose ordinary resolution #1. Will you now please complete your voting in respect of ordinary resolution #1. [Voting]

The second resolution is about the reelection and election of directors. This ordinary resolution comprises 4 resolutions to be voted on separately. The resolutions are as follows: 2.1, Reelection of Mr. Ralph Havenstein as a Director of the company; 2.2, Reelection of Dr. Sydney Mufamadi as a Director of the company; 2. 3, Reelection of Ms. Mpho Nkeli similarly; and 2.4, Reelection of Mr. Bernard Swanepoel. I propose ordinary resolutions 2.1 to 2.4. Please complete your voting in respect of ordinary resolutions 2.1 to 2.4. [Voting]

Resolution #3, the appointment of members of the Audit and Risk Committee. This resolution -- ordinary resolution comprises 4 resolutions to be voted on separately. The resolutions are as follows: One, the appointment of Ms. Dawn Earp; Two, Mr. Ralph Havenstein, Mr. Havenstein's appointment in this committee will be subject to him being reelected as a Director in terms of the ordinary Resolution 2.1 mentioned already. The appointment of Ms. Mametja Moshe as well as the appointment of Mr. Preston Speckmann. I propose ordinary resolutions 3.1 to 3.4. Will you please now complete your voting in respect of these resolutions. Thank you. [Voting]

Ordinary resolution #4, which deals with the general authority to issue authorized but unissued shares for cash. I now propose resolution #4. Will you now please complete your voting in respect of ordinary resolution #4. [Voting]

Ordinary resolution #5. This relates to the directors' authority to implement ordinary and special resolutions. I now propose ordinary resolution #5. And will you please complete your voting in respect of this resolution. [Voting]

Ordinary resolution #6, nonbinding advisory, which comprises 6.1 and 6.2. 6.1 deals with endorsement of the company's remuneration policy and 6.2 the endorsement of the company's implementation report -- remuneration implementation report. Both these resolutions for the 2024 financial year are available on the company's website. I now propose ordinary resolutions 6.1 and 6.2. Will you please complete your voting in respect of ordinary resolution 6.1 and 6.2. [Voting]

Special resolution #1 is the next one. This is approval of nonexecutive directors and committee members remuneration. This resolution comprises of 14 separate resolutions. Shareholders are requested to cast their votes on each of the special resolutions from 1.1 to 1.14 all at the same time. I propose special resolution #1. Kindly complete your voting in respect of special resolution #1, which has numbers 1.1 to 1.14. [Voting]

Then we come to special resolution #2, which refers to the repurchase of company's shares by the company or its subsidiaries. I propose that the company and a subsidiary of the company be and is hereby authorized by way of a general authority as permitted in terms of the Company's memorandum of incorporation to repurchase or purchase as the case may be. Ordinary shares issued by the company on such terms and conditions and in such amounts as the directors of the company may decide but subject always to the provisions of Section 46 and 48 of the Companies Act the JSE Listing Requirements in the company's MOI and subject to the limitations and conditions set out in the notice. I now propose special resolution #2. Will you now please complete your voting in respect of special resolution #2. [Voting]

This concludes all the matters upon which we are required to vote. I will now allow any questions pursuant to the resolutions tabled at today's meeting to be discussed before closing the vote. I will request our Company Secretary, Tebogo Llale, to read out any relevant questions. Tebogo, have there been any questions raised pursuant to the resolutions tabled today?

Yes, Chair. We have received about 6 questions, but I think about 3 or 4 of them, Chair, are relevant to the business of the meeting. And as you stated at the beginning of the proceedings Chair that we will continue to engage shareholders on any other matters that are related to company performance safety and ESG matters. But for the business of the proposed resolutions, Chair, I'll read the following questions, Chair.