Lewis Group Limited (LEW) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 20th Annual General Meeting of members of Lewis Group Limited, which is being held virtually. In terms of Article 19.6.1 of the MOI, I am chairing the meeting in my capacity as the Chairman of the Board of Directors. More than 3 members are attending the meeting, and the members present represent 5,419,766 shares in the issued share capital of the company. I should advise that I'm holding proxies and letters of representation in respect of 32,853,963 shares. As the necessary quorum is present, I declare the meeting duly constituted and open. In order to ensure that all votes are cast at this meeting are taken into account, I've determined that the resolution set out in the Notice to the AGM be taken as a poll. For purposes of the poll, I nominate Computershare present at this meeting to act as scrutineers. Once the voting is opened, voting can be performed at any time during the meeting until voting on the resolutions is closed. Thereafter, the results will be announced at the end of the meeting. Results will be displayed in real time after I have 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. Shareholders may ask their questions verbally through the phone line, which details were provided to them upon registration or by typing their questions or comments in the chat box at the bottom of the messaging screen on the online meeting platform. We shall now proceed with the meeting. The minutes of the AGM convening the meeting have been in your hands for the prescribed period, and I, therefore, would like to take same as read. If I can just ask the Company Secretary if there are any apologies?

We haven't received any apologies, Mr. Chair.

Thank you. I will take the notice convening the meeting as being read. It is the requirement of the Companies Act that the directors' report, the external auditor's report, the Audit Committee report, annual financial statements and social and ethics report be presented at the Annual General Meeting of Shareholders. The annual financial statements as well as the integrated annual report are available on the company's website and the copies thereof are formally tabled today. The Directors' report is set out on Pages 8 to 10 of the Annual Financial statements. The Independent Auditor's report is set out on Pages 11 to 16. The Audit Committee report is set out on Pages 4 to 7. The Social Ethics and Transformation report is set out on Pages 38 to 39 of the Notice to the AGM and a copy thereof is formally tabled here today. Can I ask if there are any questions regarding the annual financial statements, including all the reports therein?

There are no questions, too.

I don't see any questions, so thank you very much. We'll now proceed with the resolutions required to be voted on. The next item on the agenda is ordinary resolution #2, the election of directors. You are now asked to consider the reelection of nonexecutive directors retiring from the Board and appointed to the Board in terms of the company's memorandum of incorporation. The election of each director will be dealt separately. Ms. Daphne Motsepe retires by rotation and is eligible for reelection. On recommendation of the Nominations Committee, I propose that Daphne be reelected as a Nonexecutive Auditor in accordance with ordinary resolution 1.1. A brief description of her CV is set out on Page 13 of the Notice to the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 1.1. [Voting]

Ordinary resolution 1.2. Mr. Tapiwa Njikizana retires by rotation and is eligible and available for reelection. On recommendation of the Nominations Committee, I propose that Tapiwa be reelected as a Nonexecutive Director in accordance with ordinary resolution #1.2. A brief description of his CV is set out on Page 13 of the Notice of the AGM. A motion has been proposed. Would you kindly record your votes in respect of ordinary resolution 1.2. [Voting]

The next item on the agenda is ordinary resolution #2, the election of members of the Audit Committee. The election of each member will be dealt with separately. Ms. Daphne Motsepe is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that Daphne be elected as a member of the Audit Committee, subject to the passing of ordinary resolution #1.1. A brief description of Daphne's CV is set out on Page 13 of the Notice of the AGM. The motion has been proposed. 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 be elected as a member of the Audit Committee, subject to the passing of ordinary resolution 1.2. A brief description of his CV is set out on Page 13 of the Notice of the AGM. The motion has been proposed, would you kindly record your vote in respect of ordinary resolution 2.2. [Voting]

Ordinary resolution 2.3. Mr. Brendan Deegan is eligible for election as a member of the Audit Committee. I propose that Brendan be elected as a member of the Audit Committee. A brief description of his CV is set out on Page 13 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.3. [Voting]

We move on to ordinary resolution #3. The Audit Committee has nominated Ernst & Young Incorporated, to be appointed as auditors of the company for the current year to the 31st of March 2025 and the appointment of Ms. Tina Rookledge as the auditor for the ensuing year. I propose that Ernst & Young Incorporated be reappointed as the auditors of the company for the current year to 31 March 2025, and that Ms. Rookledge be appointed as the auditor for the ensuing year. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #3. [Voting]

The 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 72 to 76 of the integrated annual report. I propose the adoption of the nonbinding advisory vote #1. The motion has been proposed. Would you kindly vote in respect of the 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 Pages 77 to 81 of the integrated annual report. I propose the adoption of the nonbinding advisory vote #2. The motion has been proposed. Would you kindly vote in respect of the nonbinding advisory vote #2. [Voting]

The next item on the agenda is a special resolution #1 for the approval of the fees to be payable to the Nonexecutive Directors for the period from 1st July 2024 until 30 June 2025. The details of this special resolution as well as the reasons for the special resolution are set out on Pages 5 to 6 of the Notice to the AGM. The motion has been proposed. Kindly vote in respect of special resolution #1. [Voting]

The next item on the agenda is special resolution #2 seeking shareholders' authorization to continue to issue further notes under the domestic medium-term note program from time to time. The details of the special resolution as well as the reasons for the special resolution are set out on Pages 6 of the Notice of the AGM. I propose the adoption of special resolution #2 as set out in the Notice of the AGM, authorizing the continuous issue of notes under the company's domestic medium-term note program. The motion has been proposed. Would you kindly vote in respect of special resolution #2? [Voting]

The next item on the agenda is special resolution #3, for the approval to provide financial assistance to subsidiaries and other related and interrelated companies. The details of this special resolution as well as the reasons for the special resolution are set out on Page 7 of the Notice of the AGM. I propose the adoption of special resolution #3 as set out in the Notice of the AGM, giving approval to provide such financial assistance. The motion has been proposed. Would you kindly vote in respect of special resolution #3. [Voting]

The next item on the agenda is special resolution #4, giving the directors of the company and its subsidiaries general authority to repurchase the shares of the company. The details of this special resolution as well as the reasons for the special resolution are set out on Pages 8 to 9 of the Notice of the AGM. I propose the adoption of special resolution #4, as set out in the Notice of the AGM, giving general authority to repurchase shares. The motion has been proposed. Would you kindly vote in respect of special resolution #4. [Voting]

The next item on the agenda is ordinary resolution #4, which authorizes each and every director of the company to do all such things and to sign documents that may be necessary or incidental in the implementation of the resolutions passed at the meeting. I propose the adoption of ordinary resolution #4, as set out in the Notice of the AGM, giving the required authority to the directors to implement resolutions passed at this meeting. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #4. [Voting]

The motions have now been proposed. We will now address any questions on the line as well as on the chat before the voting is closed.

[Operator Instructions]

Sorry, are there any questions?

Currently, there are no questions on the phone.

There are no questions on the phone. Are there any written questions that have been posted? I can't see any questions that have been posted.

No questions, Chair.

Thank you very much. We can now close the voting, which we will do so. And we'll just wait a few seconds for the results to be shown on the screen by our scrutineers, and then I will announce the results of the voting. Thank you very much. We have the results on the screen, and I'll go through them one by one. If we can start with the ordinary resolution #1.1 has been passed with 99.92%. Ordinary resolution #2 has been passed with 95.83%. Ordinary resolution #3 has been passed by 99.92%. Ordinary resolution #4 has been passed by 95.35%. Ordinary resolution #6 has been passed by 100%. The reappointment of the auditors has been passed with a 100%. The remuneration policy has been passed with 94.89%. The implementation of the report has been passed with 95.51%. The nonexecutive fees have been passed with 89.75%. The issuance of the notes has been passed with 100%. The financial assistance has been passed with 96.37%. The repurchase of shares has been passed with 93.78%, and the implementation of the resolutions has been passed with 100%. Thank you very much to all involved. There being no other business, the meeting is hereby declared closed. Thank you for all of you who managed to attend.