Omnia Holdings Limited (OMN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 56th Annual General Meeting of the shareholders of Omnia Holdings Limited. I am Tina Eboka, the Chairperson of Omnia. This AGM is being conducted virtually as permitted by the JSE Limited. The provisions of the Companies Act and Omnia's Memorandum of Incorporation. Questions and comments will be addressed once all resolutions have been put to the meeting. [Operator Instructions] The quorum requirements for this meeting are that at least 3 members entitled to vote are present in person or represented either by proxy or letter of representation. And in terms of the Companies Act 2008, that at least 25% of shares in issues are represented. The quorum of shareholders is present. All represented at this meeting and I accordingly declare the meeting properly constituted. A notice of convening this Annual General Meeting was distributed to all shareholders on the 21st of July 2023. I propose that we take notice as read. Are there any objections to this procedure?

Chairman, we have no raised hands or questions at this time.

Thank you. Voting on all resolutions proposed at this meeting will be conducted by way of the poll. I nominate a representative of the Transfer Secretaries JSE Investor Services and the TMS team present at this meeting to act as scrutineers. Please note that only shareholders who are in the possession of a valid proxy, which has been filed in accordance with the notice meeting or shareholders who are reflected on the share register or who are in the possession of a recent letter of representation are entitled to speak and vote at the meeting. Any person, not entitled may, however, pose a question after the conclusion of the meeting. To cast your vote electronically, you should note the following. One, shareholders or their representatives who registered to vote before the 15th of September 2023, will have received a link to the voting platform either on the app, mobile number or e-mail address, click on the "Vote Now" link, and it will direct you to the voting platform. Two, the voting platform contains all the resolutions, which were published in the notice of the meeting. Your votes are automatically defaulted to "Abstain". Three, you may vote on all the resolutions simultaneously by defaulting all your votes as either "For" or "Against" or keeping it as an "Abstained" vote and then click on the submit button on the bottom of the electronic ballot form or you may also indicate your vote individually per resolution by selecting the relevant option on the resolution by resolution basis. Once you have voted on all the resolutions, scroll to the bottom of the page and click submit. Sixth, a message on your screen will confirm that your votes have been received. Lastly, once you click submit, your vote cannot be retracted or revoted. So ensure that you have selected the correct option prior to submission. The results of the poll will be announced before the close of the formal business of the meeting. I propose the adoption of the annual financial statements of the company and the group for the year ending 31st March 2023 as set out in the notice convening this meeting. The annual financial statements include the independent external auditor's report, the Audit Committee's report, the directors' report. The information published fully covers the activities of the company for the year under review. I have nothing to add to the information before you. If you have any questions regarding the annual financial statement, use the Q&A icon to ask questions or to raise your hand icon if you'd like to address the meeting at this time.

No questions at this time, Chair.

If there are no objections or questions, the 2023 annual financial statements are noted and adopted. A report of the Social and Ethics Committee for the year ending 31st March 2023, as included in the integrated annual report 2023 is available on the company's website. Are there any questions pertaining to the report of the Social and Ethics Committee?

No questions regarding the Social and Ethics Committee, Chair.

Thank you. As there are no objections or questions, the 2023, Social and Ethics Committee report will be taken as read. We will now display the resolutions one by one. Please be reminded that we will open the floor for discussion and respond to questions only after all resolutions have been posed. Ordinary resolution #1, appointment of independent external auditors. We are asked to approve the appointment of the auditor, Deloitte & Touche for the 2024 financial year as independent auditor with Mr. Thega Marriday, being the designated individual audit partner who will undertake the audit for the upcoming financial year. You allow us to consider the reelection or confirmation of the following directors. As [indiscernible] and required to retire by rotation in terms of the Omnia's MOI, I will hand over to Ms. Thoko Mokgosi-Mwantembe, the Chair of Remuneration and Nominations Committee for the next resolution. Thank you, Thoko.

Thank you, Chair. Good morning, ladies and gentlemen. You are asked to consider the reelection or confirmation of the following directors in terms of the Omnia's MOI. First, is with the seasonal, retired by tenure. The second is Mr. Ronald Bowen, also retired by tenure. The third is Ms. Tina Eboka, retired by rotation, and Professor Nick Binedell, retired by rotation. Each of these directors deemed eligible, offered themselves for the reelection at this meeting. Abbreviated CVs in respect of each of these directors are contained in the notice of the AGM. Ordinary resolution #2, reelection of director, Mr. S Mncwango. I propose that Mr. S Mncwango be reelected as Director of the company. Ordinary resolution #3, reelection of director, Mr. R Bowen. I propose that R Bowen be reelected as a director of the company. Ordinary resolution #4, reelection of director Ms. T Eboka. I propose that Ms. T Eboka be reelected as director of the company. And lastly, Ordinary resolution #5, reelection of director Professor Nick Binedell. I propose that Professor N Binedell be reelected as director of the company. I'd like to then hand back to Tina Eboka, our Chairperson.

Thank you, Thoko. Moving to Ordinary Resolution #6, appointment of the Audit Committee. Shareholders are asked to confirm the appointment of the following independent non-executive directors as members of the Audit Committee: Mr. George Cavaleros; Mr. Ronnie Bowen, Mr. Wim Plaizier and Ms. Ronel van Dijk. Abbreviated curriculum vitae in respect of the directors offering themselves for appointment of the audit committee are contained in the integrated report. So resolution #6.1, appointment of Mr. G. Cavaleros, as a member of Chair of the Audit Committee. I propose that the appointment of Mr. Cavaleros as a member of Chair and Audit Committee be confirmed. Resolution 6.2, appointment of Mr. R Bowen as a member of the Audit Committee. I propose that the appointment of Mr. Bowen as a member of the Audit Committee be confirmed. 6.3, appointment of Mr. Wim Plaizier as a member of the Audit Committee. I propose that the appointment of Mr. Plaizier, as a member of the Audit Committee be confirmed. Resolution 6.4, appointment of Ms. R van Dijk as a member of the Audit Committee. I propose that the appointment of Ms. R van Dijk as a member of the Audit Committee be confirmed. Moving to ordinary resolution #7, authorization to sign documents giving effects to resolutions. Shareholders are requested to confirm authorization to sign documents acceding effects to resolutions set out in the notice of the meeting and duly passed by shareholders as following. Resolved that any director or company secretary of Omnia be and is hereby authorized to do all such things and sign all documents and take all such action as they consider necessary to implement the resolutions set out in the notice convening the AGM. Nonbinding resolution #8. Nonbinding advisory votes on the remuneration policy and implementation report of Omnia. Shareholders are requested to confirm nonbinding resolution 8.1 and 8.2. In accordance with King IV recommendation, the company should obtain an indication from shareholders by way of nonbinding advisory vote on the remuneration policy applicable to all employees and directors of the company and any of its subsidiaries or divisions as well as the implementation of such policy. One of this is a nonbinding advisory vote, Omnia commits that if more than 25% of the shareholders exercising voting right, vote against the remuneration policy or remuneration implementation report, the company will engage shareholders vis-a-vis to obtain an understanding of their consent in this regard. Nonbinding resolution 8.1. Nonbinding advisory vote to support the remuneration policy. This resolution confirms by way of a nonbinding advisory vote with shareholder support for the group's remuneration policy, the terms of which are contained in the integrated annual report dated 28th July 2023, which was distributed to the shareholders. Nonbinding resolution 8.2, nonbinding advisory vote to support the implementation report. This resolution confirms the shareholders' report for the group's implementation of the principles of the remuneration policy by way of a nonbinding advisory vote. Special business of this meeting to consider and, if deemed fit, to pass with or without modification, special resolution 1.1, 1.2, 2.1 and 2.2. Once, we start with approval of nonexecutive directors' fees and the Chair's fees, special resolution 1.1, approval of nonexecutive fees. Shareholders are hereby asked to approve the basis for compensation for nonexecutive directors as an annual fee and an hourly fee for any additional meetings or consulting services rendered. And that the annual fees payable to the nonexecutive directors from 1 October 2023 until 30th September 2024 be approved and set out in the details of the notice of the meeting. Once again, I will hand over to our remuneration and nominations committee chair for the next resolution.

Thank you, Chair. Ladies and gentlemen, the purpose of the special resolution 1.2 approves chair's annual fee ZAR 1,395,765, exclusive of VAT, for the period from 1 October 2023 until 30 September 2024. Let me hand back to the Chair.

Thank you very much. Special resolution 2 comes in 2 parts. I address Section 44 and 45 respectively of the Companies Act. Special assistance in terms of Section 44 of the Companies Act. Shareholders are hereby requested to authorize the directors subject to compliance with the company's MOI and Companies Act, each as presently constituted and as amended from time to time to authorize the company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to any executive or employee who is a part of an employee share scheme and incentive scheme for the purpose of or in connection with the subscription of any option or any security issued or to be issued by the company or a present or future-related or interrelated company for the purchase of any securities of the company or a present or future related or interrelated company in terms of Section 44 of the Companies Act. Resolution 2.2, shareholders are hereby requested to authorize the directors subject to compliance with the company's MOI and Companies Act each as presently constituted and as amended from time to time to authorize the company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise to any other company or corporation that is or become related or interrelated to the company for any purpose or in connection with any matter. Ladies and gentlemen, we will now respond to questions on the ordinary and special resolutions contained in the notice as we have presented them. Questions will be answered by a member of the Board, who may be best suited to answer the question. We will start by responding to the questions that have been posed in writing. Following that, if anyone has raised their hand, we will identify that person so that the question can be posed before the meeting. We will allocate time to under the general questions after the formal business of the meeting has been concluded. I would like to remind shareholders, we have no vote yet to please click on the voting link and cast their vote now.

Sorry to interrupt, Chair. We have a written question from a shareholder. The question is from Adam Charles in Kambula. And the question is as follows. Can we please get a detailed business update from the Chief Executive Officer by division?

Would it be okay to respond to that after the general meeting? Noted. Is there any other question?

Currently no other questions, Chair, and no raised hands at this time.

I would like to remind shareholders who have not voted yet to please click on the voting link and cast their vote now. If you are ready to start to vote, or could not use your voting link, please inform the moderator via the Q&A mechanism. [Voting]

Chair, if we can just allow 1 more minute for shareholders who haven't yet voted to cast their votes. And thereafter, we will close the voting.

Thank you. [Voting]

Madam Chair, we are closing the voting now, and we can proceed to results.

I've been informed that the ballots have been tabulated. TMS will display the results on each of the resolutions which have been tabled at this meeting as you can see on the screen. Ladies and gentlemen, the formal business of this meeting has now been concluded. Should anyone have general questions, they would like to pose for the Board, they may do so. I think if we can repeat that question that we had in writing, our CEO to respond to.

Yes. So I'll repeat the question. It's from shareholder, Adam Charles in Kambula. And the question is, can we please get a detailed business update from the Chief Executive Officer by division.

Thank you Chair, and thank you for that question. I will answer just in a few minutes, try and sketch our company is operating. So we've been on a journey over the last few years to stabilize, to fix and grow our business. And we are solely focused on the growth stage now. Having said that, we also are responding to various internal micro and macro changes in our environment. So our focus at the moment is you have seen a substantial decrease in commodity prices. That has changed and impacted demand across the globe for various commodities. Our supply chain and our manufacturing teams have put an immense amount of effort to respond to that. Where we currently are, this time of the year, it is the busiest time for the Omnia Group. We are approaching the planting season. So our agriculture business is -- have gone through the various plant shuts earlier in the year, and now they're at the peak of producing, delivering what is needed. I guess what we see is a very, very strong demand for fertilizer at the moment, good agronomic conditions, and we enter planting season in a fairly strong place. From a global perspective, our global agriculture businesses continued to expand its distribution, as we've said previously, in the U.S. and the EU. And that business is operating according to plan. If I move to the mining business, we are also seeing the strong demand for mining chemicals and explosives. And that business is also tracking according to what we would like. We also have a fully embedded in the execution basis of our joint ventures in Canada and Indonesia. Both those joint ventures are tracking as planned, maybe a little bit ahead of where we expected them to be. So we're really excited about those 2 joint ventures and those 2 initiatives, and we'll talk more about that at our half year results in November. As far as our Chemicals business is concerned, which operates locally, I think the local South African environment has been plagued by immense disruption with load shedding, rail, port and road and our Chemicals business and our local supply chain and manufacturer has needed to respond to that and take various actions to ensure that we continue to service our customers diligently. Overall, our business is in a strong space. You saw us at the end of last year, focused on protecting our balance sheet, making sure we have enough cash reserves to ensure that we are agile and respond to these market conditions. So at this stage, our half year is almost upon us. We track according to plan, and we look forward to giving you a completely detail deep dive at our results in November. We are participating in an investor conference in the next few days, and we will put out on SENS that happens, and share a presentation report with all of our shareholders as well, which will give some info, some of the new areas we've been going into from an ESG and an innovation perspective. So that's broadly at a high level. I'm answering the questions a little bit. I think the local operating environment very tough, lots of disruption. I do think we will see shortages again of explosives and fertilizer as we get into the peak season in the second calendar half of the year. But yet again, our business remains well placed, strong balance sheet, focused management team and an agile supply and manufacturing area to respond to our customer needs and to continue to make the profound difference Omnia makes in agriculture and mining to ensure full security, to ensure mineral extraction and to do that in a safe and sustainable way. We're proud to say that this year is our 70th birthday or anniversary of being in existence, and it also is Protea Chemicals' 50 years of being in existence, and it's 50th birthday party. So we will celebrate that and also continue to ensure that our business makes the profound difference we make with our customers going forward. So thanks for the question. Hopefully, I've answered it. It will be impossible for me to do complete justice and provide all the detail that's needed, but there will be a presentation out in the next few days that we will put out on SENS that shareholders can read as well, and we look forward to meeting you towards the end of November with our 6 months results. Thank you.

Thank you. Do we have any more questions? Just general questions that are posed to the Board.

Currently, no further questions, Chair, and no raised hands either.

Ladies and gentlemen, with no further questions, I hereby confirm that the proceedings of the Omnia Holdings Annual General Meeting for 2023 are formally closed. Thank you for your participation.