Lewis Group Limited (LEW) Earnings Call Transcript & Summary

Morning, ladies and gentlemen. It gives me a great pleasure to welcome you all to the 18th Annual General Meeting of the members of Lewis Group Limited, which is being held virtually. In terms of Article 19.6.1 of the MOI, I'm chairing the meeting in my capacity as Chairman of the Board of Directors. As more than 3 members are attending the meeting and the members present represent 1,207,728 shares in the company, I should advise also that I'm holding a number of proxies and letters of representation in respect of 38,275,191 shares, as the necessary quorum is present, I declare the meeting is duly open. In order to ensure that all votes are cast at this meeting and are taken into account, I have determined that the resolution set out in the Notice of the AGM will be taken as a poll. For the purpose of the poll, I nominate Computershare to act as the scrutineers. Once voting has opened, voting can be performed at any time during the meeting until the voting on the resolution is, in fact, closed. Thereafter, the results will be announced at the end of the meeting. Results will be displayed in real-time after I've closed the voting. I will allow the motions to be discussed after they have been put to the meeting. Any shareholder or appointed proxy attending the meeting is eligible to ask questions. Questions may be submitted at any time and will be addressed once all the motions have been put to the meeting. [Operator Instructions] We will now proceed with the business of the meeting. The Notice of the AGM has been in your hands for the prescribed period, and I therefore would like to take it as read. At this stage, if I can ask the secretary whether we have any apologies.

We have no apologies, Mr. Chair.

Thank you. It is a requirement in terms of the Companies Act that the directors have brought the external auditor's report, the Audit Committee report, annual financial statements and the Social and Ethics and Transformation Committee report be presented at the Annual General Meeting of Shareholders. The directors' report is set out on Pages 8 to 10 of the annual financial statements. The independent audit report is set out on Pages 11 to 16. The Audit Committee report is set out on Pages 4 to 7. And the Social and Ethics and Transformation report is set out on Pages 44 to 45 of the Notice to the AGM. A copy thereof is formally entered here today. The annual financial statements as well as the integrated report are available on the company's website and copies thereof are formally tabled today. Are there any questions anybody would like to pose in relation to the financial statements, including any of the reports, which we've just dealt with? If there are any questions, could we deal with them in respect to the financial statements at this stage, and any general questions we can deal with at a later stage.

There are no questions, Chair.

Thank you. We will now proceed with the resolutions required to be voted on at this meeting. The ordinary resolution #1 is in respect of Professor Fatima Abrahams, who retires by rotation, is eligible for reelection. On recommendation of the Nominations Committee, I propose that Fatima be reelected as a nonexecutive director in accordance with ordinary resolution #1.1. A brief description of Fatima is set out on Page 22 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #1.1. [Voting]

Ordinary resolution #2 (sic) [ #1.2 ]. Ms. Daphne Motsepe retires by rotation and is eligible and available for reelection. On recommendation of the Nominations Committee, I propose that Daphne be reelected as a nonexecutive director in accordance with ordinary resolution 1.2. A brief description is set out on Page 23 of the Notice to the AGM. The motion has been proposed. Would you kindly vote in respect of the proposed reelection in terms of ordinary resolution #1.2. [Voting]

Ordinary resolution #1.3. Mr. Jacques Bestbier who retires by rotation in the interest of good corporate governance and is eligible and available for election. I propose that Jacques be elected as an executive director in accordance with ordinary resolution #1.3. A brief description of Jacques is set out on Page 22 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #1.3. [Voting]

Ordinary resolution #1.4 The Board appointed Mr. Brendan Deegan as an independent non-executive director of the Board with effect from 15 August 2022. On recommendation of the Board, I propose that Brendan be elected as a director in accordance with ordinary resolution #1.4. A brief description of Brendan is set out on Page 23 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect to ordinary resolution #1.4. [Voting]

The next item on the agenda is in respect of ordinary resolution #2, which is the election of members of the Audit Committee. The election of each member will be dealt with separately. Ordinary resolution #2.1. Ms. Daphne Motsepe is eligible for election as a member of the Audit Committee. On the recommendation of the Nominations Committee, I propose that Daphne be elected as a member of the Audit Committee. A brief description of Daphne is set out on Page 23 of the Notice. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.1. [Voting]

Ordinary resolution 2.2. Mr. Tapiwa Njikizana is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that Tapiwa would be elected as a member of the Audit Committee. A brief description of Tapiwa is set out on Page 23 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution to 2.2. [Voting]

Ordinary Resolution 2.3. Professor Fatima Abrahams is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that Fatima be elected as a member of the Audit Committee. A brief description of Fatima is set out on Page 22 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.3. [Voting]

Ordinary resolution 2.4. Mr. Brendan Deegan is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that Brendan be elected as a member of the Audit Committee. A brief description of Brendan is set out on Page 23 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.4. [Voting]

Ordinary resolution #3 deals with the approval of the reappointment of the auditors. The Audit Committee has nominated PricewaterhouseCoopers to be reappointed as auditors of the company for the current year to 31 March 2023 and the appointment of Mr. Rashaad Fortune as designated auditor for the ensuing year. I propose that PricewaterhouseCoopers be reappointed as the auditors of the company for the year to 31 March 2023 and that Mr. Rashaad Fortune be appointed as the designated auditor for the ensuing year. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #3. [Voting]

Next item on the agenda is the nonbinding advisory vote #1 on the company's remuneration policy. The company's remuneration policy is set out on Pages 98 to 103 of the integrated annual report. I propose the adoption of the nonbinding advisory vote #1. The motion has been proposed. Kindly vote in respect of nonbinding advisory vote #1. [Voting]

The next item on the agenda is the nonbinding advisory vote #2 on the implementation of the company's remuneration policy. The company's implementation report is set out on Page 104 to 111 of the integrated report. I propose the adoption of the nonbinding advisory vote #2. The motion has been proposed. Would kindly in respect of nonbinding advisory vote #2 [indiscernible]. [Voting]