Lewis Group Limited (LEW) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 21st 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. More than 3 members are attending the meeting, and the members present represent 52,041,778 shares in the company. I should advise that I'm holding proxies and letters of representation in respect of 38,892,849 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 and are taken into account, I've determined that the resolution set out in the notice of the AGM will be taken as a poll. For purposes of the poll, I nominate Computershare present at the meeting to act as scrutineers. Once the voting has opened, voting can be performed at any time during the meeting until the voting on the resolution is 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. Shareholders may ask their questions verbally through the phone line, which details were provided to them upon registration or by typing their question or comment in the chat box at the bottom of the messaging screen on the online meeting platform. We shall now proceed with the meeting. The notice of the AGM convening the meeting has been in your hands for the prescribed period, and I therefore take it as read. If I can just ask the Company Secretary, do we have any apologies?

No apologies, Mr. Chair.

Thank you. It is the requirement of the Companies Act 2008 as a member that the director's report, the external auditor's report, the Audit Committee report, the annual financial statements and the Social and Ethics and Transformation Committee report be presented at the AGM of shareholders. The annual financial statements as well as the integrated annual report are available on the company's website and copies thereof are formally tabled today. The directors' report is set out on Pages 9 to 11 of the annual financial statements for the year ended 31st March 2025. The independent auditor's report is set out on Pages 12 to 15 of the annual financial statements for the year ended 31 March 2025. The Audit Committee report is set out on Pages 5 to 8 of the annual financial statements for the year ended 31 March 2025. The social and ethics and transformation report is set out on Pages 61 to 63 of the notice to the AGM and a copy thereof is formally tabled here today. Are there any questions in relation to the annual financial statements, including any of the reports that I've just mentioned? If we could restrict those questions to the financial statements themselves, there will be an opportunity to ask questions of a more general nature a little bit later in the meeting. Are there any questions?

No questions, Chair.

Okay. Thank you. We will now proceed with the resolutions required to be voted on at the meeting. The next item on the agenda is ordinary resolution #1, which is the election of the Board 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 MOI. The election of each director will be dealt with separately. Ordinary resolution #1. Professor Fatima Abrahams retires by rotation and is eligible and available for reelection. On recommendation of the Nominations Committee, I propose that Professor Fatima be reelected as a Nonexecutive Director in accordance with ordinary resolution 1.1. A brief description of her CV is set out on Page 38 of the notice of the AGM. Motion has been proposed, would you kindly vote in respect of ordinary resolution #1.1. [Voting]

Ordinary resolution #1.2. Mr. Brendan Michael Deegan retires by rotation and is eligible and available for reelection. On recommendation of the Nominations Committee, I propose that Brendan be reelected as a nonexecutive director in accordance with ordinary resolution 1.2. A brief description of his CV is set out on Page 38 of the notice of the AGM. The motion has been proposed, would you kindly record your vote in regard to 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 Ramaisela Motsepe is eligible for reelection 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. A brief description of Daphne's CV is set out on Page 39 of the notice to the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.1? [Voting]

Ordinary resolution 2.2. Mr. Tapiwa Hudson Njikizana is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that he will be elected as a member of the Audit Committee. A brief description of his CV is set out on Page 39 of the notice of the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 2.2? [Voting]

Ordinary Resolution #2.3. Mr. Brendan Michael 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 subject to the passing of ordinary resolution 1.2. A brief description of Brendan's CV is set out on Page 38 of the notice of the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 2.3? [Voting]

The next item on the agenda is ordinary resolution #3, the election of members of the Social, Ethics and Transformation Committee, the election of each member will be dealt with separately. Ordinary resolution #3.1. Professor Fatima Abrahams is eligible for election as a member of the Social, Ethics and Transformation Committee. On recommendation of the Nominations Committee, I propose that Professor Fatima be elected as a member of the Social, Ethics and Transformation Committee subject to the passing of ordinary resolution 1.1. A brief description of her CV is set out on Page 38 of the notice to the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 3.1? [Voting]

Ordinary resolution 3.2. Ms. Daphne Ramaisela Motsepe is eligible for election as a member of the Social, Ethics and Transformation Committee. On recommendation of the Nominations Committee, I propose that Daphne be elected as a member of the Social, Ethics and Transformation Committee. A brief description of her CV is set out on Page 39 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 3.2? [Voting]

Ordinary resolution #3.3, I will now hand over the meeting to the Chairperson of the Audit Committee to propose ordinary resolution 3.3.

Ordinary resolution #3.3, Mr. Hilton Saven is eligible for election as a member of the Social, Ethics and Transformation Committee. On recommendation of the Nomination Committee, I propose that Hilton be elected as a member of the Social, Ethics and Transformation Committee. A brief description of Hilton's CV is set out on Page 40 of the notice of AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 3.3? [Voting]

I now hand the chair back to the Chairperson to chair the remainder of the meeting.

Thank you. Ordinary Resolution 3.4, Mr. Johan Enslin is eligible for election as a member of the Social, Ethics and Transformation Committee. On the recommendation of the Nominations Committee, I propose that Johan be elected as a member of the Social, Ethics and Transformation Committee. A brief description of Johan's CV is set out on Page 40 of the notice of the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 3.4? [Voting]

Ordinary Resolution #4, the Audit Committee has nominated Ernst & Young Inc. to be the appointed auditors of the company for the current year to 31 March 2026, and the appointment of Ms. Tina Rookledge as the designated auditor for the ensuing year. I propose that Ernst & Young Inc. be reappointed as the auditors of the company for the current year to 31 March 2026 and that Ms. Tina Rookledge be appointed as the designated auditor for the ensuing year. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #4? [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 69 to 72 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 non-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 implementation report is set out on Pages 73 to 77 of the integrated report. I propose the adoption of the nonbinding advisory vote #2. The motion has been proposed. Would you kindly vote in respect of nonbinding advisory vote #2? [Voting]

The next item on the agenda is special resolution #1 for the approval of the fees payable to the non-executive directors for the period 1st July 2025 to 30 June 2026. The details of this special resolution as well as the reasons for the special resolution are set out on Page 6 of the notice of the AGM. The motion has been proposed, would you kindly vote in respect of special resolution #1? 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 Page 7 of the notice of the AGM. I propose the adoption of special resolution #2 as set out in the notice to the AGM, authorizing the continuance of the issue of notes under the company's 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 general approval to provide financial assistance to subsidiaries and other related and interrelated subsidiaries, persons and entities. The details of this special resolution as well as the reason for the special resolution are set out on Page 7 and 8 of the notice of the AGM. I propose the adoption of special resolution #3 as set out in the notice to the AGM giving approval to provide such financial assistance. The motion has been proposed, 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 company's shares. The details of this special resolution as well as the reasons for the special resolution are set out on Pages 8 to 10 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 special resolution #5, approving the Lewis 2025 executive performance scheme. The details of this special resolution as well as the reasons for the special resolution are set out on Pages 10 to 11 and in Annexure 1 on Page 14 to 25 of the notice of the AGM. I propose the adoption of special resolution #5 as set out in the notice of the AGM to adopt the Lewis 2025 executive performance scheme. The motion has been proposed, would you kindly vote in respect of special resolution #5? [Voting]

The next item on the agenda is special resolution #6, approving the Lewis 2025 executive retention scheme. The details of this special resolution as well as the reasons for the special resolution are set out on Page 11 and in Annexure 2 on Pages 26 to 37 of the notice of the AGM. I propose the adoption of the special resolution #5 as set out in the notice of the AGM to adopt the Lewis 2025 executive retention scheme. The motion has been proposed, would you kindly vote in respect of special resolution #5? [Voting]

The next item on the agenda is ordinary resolution #5, which authorizes each and every director of the company to do all such things and to sign all such documents that may be necessary or incidental in implementation of the resolutions passed at this meeting. I propose the adoption of ordinary resolution #5 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 #5? [Voting]

The motions have now all been proposed. We will now address any questions on the line as well as on the chat before the voting is closed. Are there any questions at this stage?

Kevin, can you confirm if there's any verbal questions?

Chair, there are no verbal questions.

Are there no questions on the line or on the site?

I can also confirm there are no questions on the line.

Okay. Thank you. I will now close the voting platform. If we can just give the scrutineers just a few seconds just to finalize the votes, and then we can display the votes on the screen, and I'll go through them on a one-by-one basis. As all the voting on the resolutions put before this meeting has been closed, the results of the poll have been displayed on the screen. I'll go through each one and just read out the actual votes. So ordinary resolution #1 has been passed with 92.51% in favor. Ordinary resolution #2 has been passed with 99.77% in favor. Ordinary Resolution 2.1 has been passed with 100% in favor. Ordinary resolution 2.2 has been passed with 100% in favor. Ordinary resolution 2.3 has been passed with 99.7%. Ordinary resolution 3.2 has been passed with 100%. Ordinary resolution 3.3 has been passed with 90.09%. Ordinary resolution 3.4 has been passed with 99.98%. Ordinary resolution #4 has been passed with 97.98%. Nonbinding advisory vote #1 has been passed with 95.87%. Nonbinding advisory vote #2 has been passed with 95.85%. Special resolution #1 has been passed with 89%. Special resolution #2, 100%. Special resolution #3, 99.17%. Special resolution #4, 91.53%. Special resolution #5, 97.59%. Special resolution #6, 87.17%. Ordinary resolution #5, 99.5%. So all the ordinary resolutions and special resolutions have been passed. As there is no other business, I hereby declare the meeting closed. Thank you very much for your participation.