iOCO Limited (IOC) Earnings Call Transcript & Summary

Ladies and gentlemen, it is my pleasure to welcome you all to the 25th Annual General Meeting of Shareholders of EOH Holdings Limited. I also extend a welcome to my fellow Directors and members of management present here today, and I would like to take this opportunity to introduce my fellow Directors to you. In alphabetical order, the nonexecutive Directors are: Jesmane Boggenpoel, Mike Bosman, sorry he's not here, Bharti Harie, Andrew Marshall, Jabu Moleketi, Nosipho Molope and Sipho Ngidi. The Executive Directors are Stephen van Coller, the Chief Executive Officer of the company; Megan Pydigadu, the interim Chief Financial Officer; as well as Fatima Newman, Chief Risk Officer. I would like to remind you that only shareholders may participate in the shareholders' meeting. Today, there are at least 3 shareholders present at the meeting, I'm advised, who are entitled to attend and vote and sufficient persons are present at the meeting to exercise in aggregate, at least 25% of the voting rights that are entitled to be exercised in respect of the matters to be decided on at today's meeting. Accordingly, I declare that the quorum required in terms of the company's act and the company's memorandum of incorporation for the holding of this Annual General Meeting and the passing of the resolution set out in the notice of the Annual General Meeting is present, and I declare the meeting duly constituted. With regards to voting procedures. Shareholders will be given the opportunity to put written questions relating to the business of the meeting at any time and the questions will be answered after completion of voting on the resolutions. In accordance with the authority granted to me in terms of the company's act and the company's memorandum of incorporation, I direct that poll will be taken on all the resolutions set out in the notice. Such poll voting shall be conducted entirely electronically as contemplated in Section 63-2 of the company's act and the memorandum of incorporation. Through the electronic online facility provided by the transfer secretaries of the company, those being Computershare. For the purposes of poll, I nominate a representative of the transfer secretaries present at this meeting to act as the scrutineers. I will 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. You will still be able to send messages and view the webcast whilst the poll is opened. The results of all resolutions will be announced prior to the conclusion of the meeting. The representatives from Computershare are available for any assistance that you may require. In terms of the notice of the meeting, I refer you to the notice of the Annual General Meeting, which has been distributed to shareholders and ask that we take the Notice of the Meeting as read. Is that agreed? Do I get agreement on this...

Agreed.

Thank you. We shall now proceed with the business of the meeting. We start with the adoption of consolidated audited annual financial statements. Audit committee report and social and ethics committee report. The annual -- the audited annual financial statements of the company incorporating the Directors' report, the independent auditor's report, the report of the audit committee and the report of the social and ethics and transformation committee for the financial year ended 31 July 2023, have been circulated to all shareholders. And in this regard, I therefore move that they be taken as read. Is that agreed?

Agreed.

Yes.

We will now proceed with the voting on resolutions. Resolution #1, and that is in reference to ratification and appointment of Executive Directors or Executive Director. We shall now vote to confirm the appointment of Marialet Greeff as an Executive Director and Interim Chief Financial Officer, will effect from the 1st of November 2023. I put the motion for the passing of ordinary Resolution 1 for the ratification and appointment of Marialet Greeff as an Executive Director and Interim Chief Financial Officer. Kindly complete your electronic voting in respect of Ordinary Resolution #1. I thank you. And I shall now move on to Resolutions #2.1 and #2.2. And these are in reference to the reelection of Independent Non-Executive Directors. I refer you to this announcement dated 10 October 2023, wherein the company advised shareholders that Mr. Mike Bosman would be retiring from the Board and will not be available for reelection with effect from the conclusion of this AGM. I therefore would like to take this opportunity to reiterate the Board's appreciation to Mike for his invaluable contribution and guidance over his tenure, and we wish him every success in all his endeavors. Regarding the other 2 Non-Executive Directors that are retiring by rotation, we shall vote by way of individual resolutions for their reelection. However, before we turn to the resolutions, I would like to address some concerns raised by shareholders regarding Nosipho Molope's attendance at Board meetings during the financial year 2023 period. Nosipho has made an invaluable contribution to EOH since joining the Board in 2021. During the last period, Nosipho attended all of the 5 planned statutory Board meetings held as well as 100% of sub-committee meetings, which included the audit committee, information and technology committee as well as social and ethics committee. In addition to these statutory meetings, I as Chairman of the company called 10 ad-hoc Board meetings during the year. These were at very short notice and primarily related to our rights issue. Nosipho managed to attend 5 of these ad-hoc meetings, but could not attend the other 5 due to having other commitments for when they were scheduled. Personally, I'm very pleased with Nosipho's attendance and commitment to her role as a Non-Executive Director and I highly value her contributions. Her missing some of the ad-hoc meetings called at short notice should therefore not impair anyone's assessment of her contribution, in my opinion. Having said that, I shall now move on to Ordinary Resolutions #2.1 to 2.2. First one is I put the motion of the passing of Ordinary Resolution 2.1 for the reelection of Nosipho Molope Independent Non-Executive Director. You kindly complete your electronic voting in respect of Ordinary Resolution #2.1. Secondly, I put the motion for the passing of Ordinary Resolution 2.2 for the reelection of Jesmane Boggenpoel as a Non-Executive Director. Again, will you kindly complete your electronic voting with respect of Ordinary Resolution #2.2. I thank you. I shall now move on to our resolution #3.1 to 3.2. The first of these is the appointment of Audit and Risk Committee members. We shall vote by way of individual resolutions for the appointment of the members of the audit committee. I put the motion for the passing of Ordinary Resolutions 3.1 for the appointment of Nosipho Molope as a member and Chairman of the Audit and Risk Committee. Will you kindly complete your electronic voting with respect of Ordinary Resolution #3.1. 3.2, I put the motion for the passing of Ordinary Resolution 3.2 for the appointment of Jesmane Boggenpoel as a member of the audit committee. Again, will you kindly complete your electronic voting in respect of Ordinary Resolution #3.2. 3.3. I put the motion for the passing of the Ordinary Resolution 3.3 for the appointment of Andrew Marshall as a member of the Audit Committee. Kindly complete your electronic vote in respect of Ordinary Resolution #3.3. I thank you. And I shall now move on to Ordinary Resolution #4, which refers to the appointment of independent external auditors. The Audit and Risk Committee with the endorsement of the Board, recommenced the reappointment of PricewaterhouseCoopers as a group's external auditor, with Dirk Holl as the individual registered auditor. I put the motion for the passing of Ordinary Resolution 4, kindly complete your electronic voting in respect of Ordinary Resolution #4. Again, I thank you. As I move on to Ordinary Resolutions numbers 5.1 and 5.2, which refer to the nonbinding endorsement of the company's remuneration policy as well as the remuneration implementation report. Ordinary Resolution 5.1, seeks the endorsement of the company's remuneration policy and Ordinary Resolution #5.2 seeks the endorsement of the company's remuneration implementation report. Should either resolution be voted against by 25% or more of the votes exercised, the company will invite dissenting shareholders to engage with the company so that their concerns and objections can be ascertained and addressed appropriately. At this point, I put the motion for the passing of Ordinary Resolution #5.1 being the vote on the remuneration policy. Kindly complete your electronic voting in respect of Ordinary Resolution #5.1. I put the motion for the passing of Ordinary Resolution #5.2, which is a vote on the remuneration implementation report. Will you kindly complete your electronic vote in respect of Ordinary Resolution #5.2? I thank you. And I move on to Ordinary Resolution #6, which resolution refers to authority to issue shares for cash. In terms of the JSE listings requirements and in order for Ordinary Resolution #6 to be adopted, the support of at least 75% of the total number of votes exercised by shareholders present in person or by proxy is required to pass this resolution. I'll now put the motion for the passing of Ordinary Resolution #6. Kindly complete your electronic voting in respect of special (Sic) [ ordinary ] Resolution #6. I thank you. I shall move on to Ordinary Resolution #7, which refers to the signature of documents. The purpose of Ordinary Resolution #7 is to authorize each Director of the company or the company's Secretary individually to sign all such documents and do all such things as may be necessary for or incidental to the implementation of the resolutions as proposed at this Annual General Meeting. I thank you. I shall move on having wrapped up the general -- the ordinary resolutions, I shall then move on to the special resolutions. The first Special Resolution #1 is with reference to the remuneration of the Non-Executive Directors. Shareholder approval by way of a Special Resolution is required in terms of Section 66.9 of the Company's Act to approve the payment of remuneration to Non-Executive Directors for their services for the period from 1 February 2024 to 31 January 2025 with a 6% increase. I now put the motion for the passing of this Special Resolution #1. Will you kindly complete your electronic voting in respect of Special Resolution #1. I then move on to Special Resolution #2, which resolution refers to the general authority to acquire shares. Special Resolution #2 seeks approval to obtain an authority for and to authorize the company and the company's subsidiaries by way of a general authority to acquire up to 10% of the company's issued ordinary shares. There is the intention of the Directors to use such authority should prevailing circumstances in their opinion warrant it. I now put for the passing Special Resolution #2. Again, will you kindly complete your electronic voting in respect of Special Resolution #2. Special Resolution #3 refers to financial assistance in terms of Section 44 of the Company's Act. Shareholder approval by way of a Special Resolution is required in terms of Section 44 of the Company's Act were the company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to its subsidiaries and interrelated companies. Of course, excluding directors or prescribed officers or any related persons. And this will be for the purpose of subscriptions of any options or securities, subject to the terms and conditions of Section 44 of the Company's Act. I now put the motion for the passing of Special Resolution #3. Kindly complete your electronic voting with respect of Special Resolution #3. The last Special Resolution #4 is in reference to financial assistance in terms of Section 45 of the Company's Act. Shareholder approval by way of a Special Resolution is required in terms of Section 45 of the Company's Act were the company to provide any direct or indirect financial assistance, which includes lending money guaranteeing a loan or other application and securing any debt or obligation to related or interrelated companies or cooperation, excluding to any Director or prescribed officer of the company or any related person and this, of course, subject to the conditions of Section 45 of the Company's Act. I now put the motion for the passing of Special Resolution #4. Will you kindly complete your electronic voting with respect of Special Resolution #4. [Voting]

And that concludes the resolutions and the voting on the resolutions. Let me then take this opportunity questions while you complete your voting. I'll ask the Company Secretary to put out the questions that lead us through to answering them.

No questions seem to have come in. We can maybe give it a minute or 2 and see if anything else comes in for us to address.

Thank you. That regard the voting will now be closed.

Still no questions have come in, Chair.

Okay. Okay. So please allow a few minutes while the scrutineers count the vote. You'll tell me when you are ready to...

Yes, Chair. We just noticed that there is a question. Do you first want to deal with the question before we do the results?

I was advised there are no questions.

It was a late one that come in now.

Okay. What is that question, Mpeo?

Apologies, Chair, just came in. I would like to raise concerns as to the Ethics EOH Code of Conduct 2019 and mere legal compliance of a full subsidiary of EOH. I would appreciate if you can allow me to raise issues in this AGM for the Board of Directors and specifically to the CEO, Mr. van Coller, as per Section 34 Sub-4 person in a position of authority should address? Chair, I'd like to just note that this particular question is not in respect of any matters that have been presented to shareholders to vote in this AGM and therefore does not fall within the scope of this AGM.

Okay. So in that regard, therefore, we'll not be dealing with that question. If that particular person wants to ask questions, they can ask the questions directly of the CEO of the company.

There are no further questions, Chair.

Thank you. Scrutineers will advice me when you are ready with the results.

Yes, Chair, the results are currently on the screen. Should I just scroll down through all of them?

Yes, just scroll down, please. Okay. So I think that all resolutions have been passed except for 2, those being the special item remuneration or that's an ordinary -- sorry, Special Resolution regarding the remuneration of Non-Executive Directors, one; and two, the general authority to acquire shares. Those are the only 2 that were not passed by shareholders or fail to pass the vote by shareholders. Can we take that as noted?

Yes, Chair.

Chair, also to mention that the non-bindings have not reached a 75% threshold and that you need to engage with the shareholders, although it has passed, they haven't reached the 75% threshold.

Yes. Okay. Noted. Well, ladies and gentlemen, that concludes our meeting for today. And I would like to thank all of you for your attendance and the participation. And therefore, adjourn this meeting -- this Annual General Meeting. I thank you all for attending.