Pepkor Holdings Limited (PPH) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It is a great pleasure to welcome you to our 7th Annual General Meeting of the Shareholders of Pepkor Holdings Limited. I am honored to chair this AGM in my capacity as Chairman of the Board. We have a quorum present, I, therefore, declare this meeting properly constituted. In the weeks prior to this AGM, we engaged with shareholders through various channels and have considered your feedback. We also held a successful capital markets conference on the 26th and 27th of February 2024, which was well attended by the investor community. One of our nonexecutive directors, Theodore de Klerk, will retire from the Board in terms of the company's MOI. I personally want to thank Theodore for his integrity, his independence and contribution towards his Board responsibilities and Pepkor success over the last few years. The chairs of the 3 statutory Board committees are in attendance, and I also want to thank them for the role they play to ensure that our committees are fulfilling their duties. We will now move on to the formalities of the meeting. In our notice of this meeting was given to the shareholders in terms of the MOI and the Companies Act. This went to clause 22.1.2 of the MOI, I determine that the voting in respect of this meeting shall proceed by the way of the poll. Such poll voting shall be conducted entirely electronically as contemplated in Section 63 (2) of the Companies Act and clause 21 of the MOI through the electronic online facility provided by the transfer secretaries of the company, Computershare. For the purposes of the poll, I nominate a representative of the transfer secretaries present at this meeting to act as a scrutineer. In order to facilitate the conduct of the meeting, all the resolutions to be proposed at today's Annual General Meeting have been seconded by Mr. Riaan Hanekom, who is a shareholder. I will now open the voting on the electronic online facility and voting can be performed at any time during the meeting until I close the voting of the resolutions. You will be able to send a message and view the webcast while the poll is open, and we'll consider any questions after I have tabled the last resolution on the agenda. I will now proceed with each of the resolutions in turn. The first item on the agenda is the presentation of the annual financial statements for the year ended 30th September 2023 and the reports of the Directors, the Audit and Risk Committee and the Social and Ethics committee. The full audited consolidated financial statements, and their aforementioned reports were made available on the company's website. A summarized version of the annual financial statements was enclosed with the notice of this meeting. The report of the Social and Ethics committee was also attached to the notice of this meeting. We are happy to take any questions on the financial statements and reports and will consider them after voting has taken place on the last resolution of the agenda. The second item on the agenda is the reelection of directors who retired by rotation. Ordinary resolution #1, 2 and 3, respectively, related to the reelection of Fagmeedah Petersen-Coook, myself and Zola Malinga as Directors of the company. I propose the reelection of the 3 Directors of the company. Their CVs are included in the annexure of the notice of the AGM. Will you please now complete your electronic voting in respect of ordinary resolutions #1, 2 and 3? [Voting]

Item 2.2 of the agenda is the ratification of the appointment of a director, Nunu Ntshingila, who was appointed by the Board since the last Annual General Meeting of the company. Ordinary resolution #4 relates to the appointment of Ms. Ntshingila, which is supported by the Nominations Committee. I propose the election of Ms. Ntshingila as a Director of the company and request that you complete your electronic voting for resolution #4. [Voting]

Item 2.3 of the agenda is the reappointment of the members of the Audit and Risk Committee. Resolution #5 is the reappointment of Ms. Hester Hickey. #6 is the reappointment of Ms. Fagmeedah Petersen-Cook, #7 is the reappointment of Ms. Zola Malinga. #8 is the reappointment of Mr. Steve Muller. [indiscernible] reappointed as auditors for the ensuing year and further propose that Mr. D de Jager is designated leads auditor. I therefore propose that Pricewaterhousecoopers Inc. to be reappointed as the company's auditors with Mr. D de Jager as the registered auditor. Will you please complete your electronic voting in respect of ordinary resolution #9? [Voting]

Items 2.5 and 2.6 relates to the nonbinding advisory votes on the company's remuneration policy and the implementation report in respect of the policy. I propose the approval of resolution #10 and 11, and request you to please complete your electronic voting in respect of these 2 ordinary resolutions, #10 and #11. [Voting]

Item 3 on the agenda relates to the remuneration of the nonexecutive directors. In terms of best practice, approvals of the remuneration of directors are sought by a separate resolutions. I have proposed the approval of special resolutions 1.1 to 1.13 and request you to please complete your electronic voting in respect of special resolution #1.1 to 1.13. [Voting]

Item 3.2 relates to financial assistance to subsidiary companies in terms of Section 45 of the Companies Act. The resolution specifically excludes financial assistance to directors and prescribed officers. I propose the approval of special resolution #2 and request you to complete your electronic voting in respect of special resolution #2. [Voting]

Item 3.3 on the agenda relates to financial assistance to subsidiary companies for the purchase of shares in the company in terms of Section 44 of the Companies Act. I propose approval of special resolution #3 and request you to complete your electronic voting. [Voting]

Item 3.4 of the agenda relates to a general authority to repurchase shares. I propose approval of special resolution #4 and request you to complete your electronic voting. [Voting]

The last item on the agenda is to transact any other business that may be transacted at an AGM. Notice has not been received of any other business, and this, therefore, concludes the [indiscernible] matters as upon which we are required to vote. I will now invite any questions arising from the resolution's table at today's Annual General Meeting before closing the voting. [ Mr. Ali ], do we have any questions that needs to be addressed. We have received no questions. I will now close the voting, and the results will be displayed shortly. I declare that all the ordinary and special resolutions have been passed. And its all the business of the agenda has been dealt with, I declare the meeting closed, and I thank each one of you for your attendance.