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

Good morning, ladies and gentlemen. My name is Advocate Thandi Orleyn. I am the Chairman of the Board of Directors of Impala Platinum Holdings Limited. It gives me great pleasure to welcome you to the 69th Annual General Meeting of the Shareholders of Impala Platinum Holdings. I welcome the members of the Board, management, the service providers as well as all stakeholders who are present at this meeting today. 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?

There are no questions.

Thank you,. Then let us proceed. 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. Now ladies and gentlemen, I would like to proceed. Voting will proceed by way of e-voting using the electronic online facility provided. Please note that voting can be performed 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 engagement for issues beyond what today's time has been allocated for. To the extent that any shareholder wishes to raise any matters, please contact Johan Theron and the Investor Relations team. For efficient administration, is there any shareholder who having read the notice wants to, in advance, second all the motions to be tabled to avoid unnecessary repetition after each resolution? I again pause to get a volunteer to...

I would, Chair.

Thank you, Sifiso.

I, Sifiso, a shareholder. I would like to second all the motions. Thank you, Chair.

Thank you very much, 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 together with the Implat 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 4 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's 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.

My apologies. These things happen. Are there any questions regarding the voting procedure?

There are no questions, Chair.

Thank you. Then in the absence of questions, thank you very much. And now we go to the next agenda item, which is the presentation of reports. 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 2025, 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. Are there any questions regarding the reports being presented? I will pause for questions.

No questions, Chair.

Thank you. There being no question, this therefore, takes us to the next business being ordinary resolution #1. Ordinary resolution #1 is the reappointment of external auditors. Before we proceed with this resolution, shareholders are advised that in compliance with the JSE Listing Requirements and the Companies Act, our current designated auditor, Mr. Sphiwe Stemela will rotate off at the conclusion of this Annual General Meeting. Ms. [indiscernible] will assume the role of designated auditor for the upcoming financial year. We thank Mr. Stemela for his outstanding service and contribution. With that, I now propose ordinary resolution #1. Please complete your voting in respect of this resolution. [Voting]

I move on to resolution #2, which is the reelection and election of Directors. This resolution and ordinary resolution comprises 2 resolutions to be voted on separately. The resolutions are as follows. The re-election of Ms. Dawn Earp as a Director of the company and the re-election of Ms. Mametja Moshe as a Director of the company. Before we consider ordinary resolution #2, which deals with Directors retiring by rotation, shareholders are advised that 2 Directors will be stepping down from the Board at the conclusion of this AGM. After 10 years of dedicated service, Ms. Mpho Nkeli has decided not to offer herself for reelection and will retire from the Board. Mr. Billy Mawasha has likewise elected not to stand for reelection as he will be focusing on other professional commitments and will retire at the conclusion of this meeting. I therefore propose resolutions #1, 2.1 and 2.2, which I request that you complete your voting in respect thereof. [Voting]

I will now move on to ordinary resolution #3, which is, appointment of members of the Audit and Risk Committee. This ordinary resolution comprises 4 resolutions to be voted on separately. The resolutions are as follows. The appointment of Ms. Dawn Earp as a member of the Audit and Risk Committee subject to have been re-elected as a Director in terms of the ordinary Resolution 2.1 above; the resolution 3.2, the appointment of Mr. Ralph Havenstein as a member of the Audit and Risk Committee; resolution 3.3 is the appointment of Ms. Mametja Moshe as a member of this committee subject to being re-elected as Director in terms of the ordinary resolution 2.2 above. Lastly, the appointment of Preston Speckmann as a member of the Audit and Risk Committee. I therefore propose ordinary resolutions #3.1 to 3.4. Will you now please complete your voting in respect of ordinary resolutions 3.1 to 3.4. [Voting]

I now move on to ordinary resolution #4, which is, appointment of member of the Social, Transformation and Remuneration Committee. This ordinary resolution comprises 4 resolutions to be voted on separately. The resolutions are as follows. The appointment of Advocate Noluthando, known as Thandi Orleyn as the member of the Social, Transformation and Remuneration Committee, appointment of Mr. Bernard Swanepoel as the member of the Social, Transformation and Remuneration Committee, the appointment of Mr. Preston Speckmann as the member of the Social, Transformation and Remuneration Committee, and lastly, the appointment of Ms. [indiscernible] as the member of this committee. In accordance with the recent amendment to the Companies Act, which became effective on 27th December 2024, shareholders are now required to elect the members of the STR at each Annual General Meeting. This committee also fulfills the role of the Social and Ethics Committee as provided for in Section 72, subsection 4 of the Companies Act read together with Regulation 43 of the company's regulations. I now propose ordinary resolutions 4.1 to 4.4. Will you now please complete your voting in respect of these ordinary resolutions 4.1 to 4.4? [Voting]

I move on to the next ordinary resolution #5. This is the general authority to issue authorized but unissued shares for cash. I now propose ordinary resolution #5. Will you now please complete your voting in respect of ordinary resolution #5. [Voting]

Ordinary resolution #6, which relates to the Directors' authority to implement ordinary and special resolutions. I now propose ordinary resolution #6 and request that you please complete your voting in respect of this resolution. [Voting]

Ordinary resolution #7. This is a nonbinding advisory vote, comprising nonbinding votes 7.1 and 7.2, the endorsement of the company's remuneration policy and implementation report. The ordinary resolution comprises 2 resolutions to be voted all separately which are as follows: the company's remuneration policy for the 2025 financial year is available on the company's website and 7.2, the company's remuneration and implementation report for the 2025 financial year also available on the company's website. I now propose ordinary resolutions 7.1 and 7.2. Will you now please complete your voting in respect of ordinary resolution 7.1 and 7.2. [Voting]

I move on to special resolution. Special resolution #1, approval of Nonexecutive Directors and committee members remuneration. Special resolution #1 comprises 14 separate resolutions. I propose not to go through each one, they are in front of you and on your [indiscernible] papers. Shareholders are requested to cast their votes on each of the special resolutions 1.1 to 1.14 all at the same time. I propose special resolution #1. Please kindly complete your voting in respect of special resolution #1, which has numbers 1.1 to 1.14. [Voting]

Special resolution #2 is the authority to provide financial assistance. I propose special resolution #2 and request that you now please complete your voting in respect of special resolution #2. [Voting]

I move on to special resolution #3, which is the repurchase of company shares by the company or its subsidiary. I propose that the company or 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, subject always to the provisions of Section 46 and 48 of the Companies Act, the JSE Limited Listing Requirements and the company's MOI and subject to the limitations and conditions set out in the notice. I propose special resolution #3 and request that you please complete your voting in respect of special resolution #3. [Voting]

That is the total sum of the resolutions tabled before you today. I will now allow any questions pursuant to the resolutions tabled at today's meeting to be discussed before closing the voting. Now I will wait for any questions that have been raised pursuant to the resolutions tabled today.

Chair, just give us a sec for [Darren] to check if there are any questions coming through.

I have just checked and I can confirm that there are no written questions.

Chair, there are no verbal questions.

Thank you very much. We will now await the poll. Before I do that, I meant to officially close the voting as we have no questions, and we'll await the poll.

I'm sharing results with you, Chair.

Sorry, [Darren]. Are you working on it? Can I close my mic for a while?

Yes, I'm about to share the results, Chair.

Thank you. Sorry, I was talking to myself. As all the resolutions have been put to the meeting and voting on the resolutions is complete, it is my pleasure to announce the results of the poll as follows. So I will now look at the screen and as we go through it, I'll read it for you. Ordinary resolution #1 which has passed at 98.6%; ordinary resolution #2 similarly has passed at 98.71%; ordinary resolution 2.1 at 98.71%; 2.2 at 98.64%; 3.1 at 95.74%; 3.2 at 98.13%; 3.3 at 99.44%; 3.4 at 98.54%. As we move on to 4.1 -- am I too fast?

No, Chair. There was sound coming in from somewhere but we're good.

Okay. Thank you. 4.1 at 94.13%; 4.2 at 91.72%; 4.3 at 94.14%; 4.4 at 93.84%; and ordinary resolution #5 at 87.86%; ordinary resolution #6 at 100%; nonbinding advisory vote 7.1 at 89.29%; nonbinding advisory vote 7.1 at 67.08%; special resolution 1.1 at 98.87%; special resolution 1.2 at 98.93%; special resolution #1.3 at 99.1%; special resolution 1.4 at 99.88%; special resolution 1.5 at 98.94%; special resolution 1.6 at 99.71%; special resolution #1.7 at 99.69%; special resolution 1.8 at 99.88%; special resolution 1.9 at 99.69%; special resolution 1.10 at 99.71%; 1.11 at 99.69%; 1.12 at 99.88%; 1.13 at 99.86%; 1.14 at 98.61%; special resolution #2 at 97.48%; special resolution #3 at 79.30%. I would like to advise that based on the voting results, all resolutions were passed. Ordinary resolution 7 which deals with the nonbinding advisory vote on the implementation report received less than 75%. While the resolution is therefore considered passed for the purposes of this meeting, the company is required in terms of [indiscernible] 4 and the JSE Listing Requirements to engage with the shareholders who voted against the resolution. The company will do so and the results of the meeting will be announced or sent in the usual way. On behalf of the company and the Board of Directors, I would like to thank all the shareholders and stakeholders for participating in this Annual General Meeting. Thank you. Before we conclude this item of business, on behalf of the Board and our shareholders, I would like to extend our sincere appreciation to Ms. Mpho Nkeli and Mr. Billy Mawasha for their dedicated service, leadership and invaluable contributions to the Board and its committees. Mr. Nkeli has served with distinction for the past 10 years. She has provided wise counsel, steadfast leadership and a deep commitment to the group's values and people. Personally, I overlapped with Ms. Nkeli in my previous stint, which was more than 10 years ago, and I appreciate to have come back to work with her and to gain from her experience and her wisdom. Thank you very much, Mpho for all your work on this Board. We will never appreciate it enough. Mr. Mawasha has brought a dynamic, fresh and bold perspective, which has enriched our deliberations with thoughtful challenge and forward-looking insight. We, as the Board, are deeply grateful for his contribution as well. And personally, I was appreciating the other calling demands on his life, and we always talk about the balance -- work life balance. I do appreciate that he takes cognizant of that and tries to manage his time. But we will miss him. And I look forward and we all look forward to engaging with him in the future and continue to take wise counsel from him. We are deeply grateful for both their contributions to the strength and effectiveness of the Board. We wish them both continued success and fulfillment in their future endeavors. As all the business on the agenda has been dealt with, I declare the meeting closed, and thank you all for your attendance.

Thank you, Chair.