iOCO Limited (IOC) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It is my pleasure to welcome you to the Extraordinary General Meeting of Shareholders of iOCO Limited. I'd like to take this opportunity to introduce myself. I'm Jabu Moleketi, and in my capacity as the Chairman of the Board, I'm chairing this meeting. I extend warm welcome to my fellow directors who are all present here today. In alphabetic order, the Nonexecutive Directors are: Andrew Marshall, Nompumelelo Mokou and Veronica Motloutsi. Executive Directors are: Dennis Venter, Rhys Summerton and Ashona Kooblall. I would like to remind that only shareholders will participate and ask questions in the shareholders' meeting. I'm advised that the requisite quorum is present in accordance with the Companies Act and the company's Memorandum of Incorporation. Accordingly, I declare this General Meeting of Shareholders duly constituted. 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 the resolutions have been tabled and before the completion of voting on the resolutions. In accordance with the authority granted to me in terms of the Companies Act and the company's Memorandum of Incorporation, I direct that a poll will be taken on all resolutions set out in the notice and as contemplated in Section 63-2 of the Companies Act, voting will take place electronically via the platform provided by our transfer secretaries Computershare who are also appointed as the scrutineers for this meeting. Computershare representative will now explain 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. [Audio Gap] 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, 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&As, click on the Q&A icon. Only eligible shareholders or proxies attending the meeting 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. I will now open the voting on the electronic facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions. You'll still be able to send messages and view the webcast whilst the call is open. Results of all resolutions will be announced prior to the conclusion of the meeting. Representative from Computershare, [ Dan Atwell ], is available for any assistance that may be required. I now refer you to the Notice of the General Meeting, which has been distributed to shareholders and with your permission, I propose that we take the notice as read. And may I ask at this point Andrew Marshall to confirm agreement.

Happy to confirm, Chair.

Thank you very much, Andrew. We shall now proceed with the business of the meeting. Ordinary resolution #1, amendments of the 2022 share plan. Group seeks the approval to amendment of the rules governing the 2022 share plan in order to do the following: one, provide the award of [Audio Gap] amend ancillary definitions and relevant sections to reflect the proposed amendment to the 2022 share plan. The voting on this resolution require us the following: In terms of the JSE listing requirement, in order for this original resolution to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders present in person and by proxy is required to pass this resolution. I now put the motion for the passing of original resolution #1, the amendment of the 2022 share plan. Kindly complete your electronic voting in respect to this resolution. [Voting]

As I now move to special resolution #1. The special resolution #1 is a general authority to acquire shares. Special resolution #1 seeks approved to obtain an authority for iOCO as a company and the company subsidiaries by way of a general authority to acquire up to 10% of the company's issued ordinary shares. It is the intention of the directors to use [Audio Gap] prevailing circumstances. I think it's important to underline to prevailing circumstances in their opinion warranted. And the voting requirements for this special vote, for this special resolution is that in order for the special resolution to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders present in person or by proxy is required to pass this resolution. I now put the motion for the passing of the special resolution #1. Kindly complete electronic voting in respect of the special resolution #1. [Voting]

And this concludes the tabling of resolution per the EGM notice. We will now answer questions while you complete the voting.

The portal is open for questions, Chair. None have come through yet. Chair, I confirm that there have been no questions posed.

Thank you. Thank you, company secretaries. The voting will now be closed. Please allow a few minutes while the scrutineers count the vote. Thank you. Thank you very much, shareholders. Both resolutions have been passed. Ordinary resolution #1 has been passed with 96.44% and special resolution #1 has been passed by 80.87% of the [Audio Gap]. Ladies and gentlemen, that concludes this general meeting. And I thank you for your attendance and participation and continued support. Thank you very much.