Redefine Properties Limited (RDF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, I welcome you to the Annual General Meeting of Redefine Properties Limited, which I'll refer to as the company or Redefine. I'm Sipho Pityana, the Chairperson of Redefine. I confirm that the chairpersons -- the Lead Independent Director and Chairpersons of the Remuneration Committee, Audit Committee, Social Ethics and Transformation Committee as well as Risk and Technology Committee are here as well as among the terms the -- an independent Non-Executive Director on the Board. I further confirm that the Executive Directors led by the CEO are here and the company's Secretary as well. The annual general meeting will be conducted entirely by electronic communication, including voting as contemplated by the Companies Act #71 of 2008 and the company's Memorandum of Incorporation. Please take note that only persons who are in possession of a valid proxy, which has been filled in accordance with Notice of the Meeting to shareholders or shareholders who are reflected on the share register are entitled to speak and vote at this meeting. Any person not so entitled may, however, pose questions after the conclusion of the meeting. I hereby advise that I'm holding proxies in respect of 30 shareholders. This represents 77.43 of the voting partner shares. Furthermore, I'm holding letters of representation in respect of 24 members. This represents 5.66% of the voting on shares. The total percentage of votable shares represented at this meeting is 83.09%. Very good tenure. I'm advised that the necessary quorum is present and I declare the meeting, therefore, to be constituted. The issuance to cross 22.3 of the MOI, I determine that the voting in respect of this meeting shall proceed by way of a poll. Plus all voting shall be conducted entirely electronically as contemplated in Section 63, Subsection 2 of the company's act and close to 1 of the MOI. Through the electronic online facility provided by the transfer secretaries of the company in Computershare. The comparables of the poll, I nominate a representative of the transfer sector present at this meeting to act as scrutineers. I propose that in order to expedite the proceedings of the meeting, you may cast your votes after such -- after each resolution is put to the meeting. But that results will only be counted at the end of the meeting, whereupon, I will then announce the results of the resolutions. A bit of tutorial of the voting procedure was played before the start of the meeting and the procedure can also be found in the shareholder user guide at www.smartatm.co.za. You are reminded before the voting procedure as explained at the beginning of the meeting by transfer secretaries. If you have a question for a particular resolution, you may cast your vote for that specific resolution once the question has been addressed. This is after all resolutions have been tabled before the voting is closed. 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 on the resolutions. You will still be able to send messages and view the webcast whilst the voting is open, and I will allow my -- I'll allow any questions pursuant to the motions to be discussed after I have tabled the last resolution on the agenda. I further proposal that any questions not relating to the resolutions before us to be held over until the end of the meeting. Are there any questions regarding this procedure?

No questions, Chair.

The notice convening the Annual General Meeting was circulated to shareholders on 17 December 2021. Accordingly, I propose that the notice be taken as read. Does anyone here have any objection with this procedure?

No questions, Chair.

We shall now proceed with the business of the meeting. The audited financial statements of the group for the year ended 31 August 2021, including the independent auditors, Audit Committee and Director's report as approved by the Board on 24 November 2021 are presented to the shareholders as required in terms of section -- that is subsection 3D and Section 61, Subsection 8 of the company today. The audited financials, which fully covered these activities of the company for the year under review have been made available on our website. I have nothing to add to the information beforehand. Are there any questions regarding the annual financial statements?

No questions yet, Chair.

Thank you very much. The report on social ethics and transformation is contained in the integrated report. The report has been made available to shareholders on our website. Are there any questions pertaining to the report on Social Ethics and Transformation Committee?

No questions yet, Chair.

Thank you very much. We'll now display resolutions one by one. Please be reminded that we'll open the floor for discussion and respond to questions on the -- after the resolutions have been closed. Okay. You are asked to the reelection of directors who retire by -- in terms of company's memorandum of incorporation. All retiring directors are eligible and offer themselves for reelection as Directors of the company in accordance with the provisions of the MOI and in terms of the company's act. Ms. Bridgitte Mathews, Ms. Amanda Dambuza, Mr. Ntombi Langa-Royds and Mr. Andrew Konig have availed themselves for reelection, and their CVs are included in the notice and appear on Pages 8 to 10 in notice. The Board has considered the proposal of the Nomination and Governance Committee and to commence the reelection of the 4 colleagues that I referred. Ordinary Resolution #1. I hereby propose that Ms. Bridgitte Mathews be reelected as a Director of the company in terms of the MOI. Will you please complete your electronic voting in respect of Ordinary Resolution #1? Ordinary Resolution #2, I hereby propose that Ms. Amanda Dambuza be reelected as the Director of the company in terms of its MOI. Will you please complete your electronic voting in respect of Ordinary Resolution #2. I propose that Mr. Andrew Konig be reelected as a Director of the company in terms of its MOI. Will you now please complete the electronic voting in respect of Ordinary Resolution #3. We'll start with Ntombi Langa-Royds be reelected as a Director of the company in terms of its MOI. Will you now please complete your electronic voting in respect of Ordinary Resolution #4? Okay. You are asked to consider the election of members of the audit committee. Ms. Bridgitte Mathews, Ms. Diane Radley, Mr. Lesego Sennelo. Their abbreviated curriculum vitae are on Pages 8 to 10 of the notes. So I propose Ordinary Resolution 5.1. That is Bridgitte Mathews be elected as a member of the Audit Committee. Please complete your electronic voting in respect of Ordinary Resolution #5. I propose that Ms. Diane Radley be elected as a member of the Audit Committee. She is also the Chairperson of the Audit Committee. Will you now please complete your electronic voting in respect of Ordinary Resolution #5? I propose that Ms. Lesego Sennelo be elected as a member of the Audit Committee. Will you now please complete your electronic voting respect of Ordinary Resolution #5.3? [Voting]

I ask we appoint PricewaterhouseCoopers as independent registered auditor with John Bennett as the engagement partner of the audit. Will you now please complete your electronic voting in respect of Ordinary Resolution #6. [Voting]

You are hereby asked to approve the resolution of -- at the resolution to place a maximum of 288,719,582 shares being 5% of the issued shares of Redefine excluding treasury shares as of the date of the notice of the AGM under the control of the directors. In line with the best practice, the directors of the company are elected to seek renewal office authority to place the unissued ordinary shares under the control of the directors to ensure that the company has much more flexibility on this in managing capital resources. Will you now please complete your electronic voting in respect of Ordinary Resolution #7. [Voting]

We are hereby requested to approve the resolution of granting the directors the general authority to allot and issue up to 288,719,582 as being 5% of issued shares of Redefine, excluding treasury shares as of the date of the notice of the AGM. For cash as they in their discussion deem fit and for which purpose such further ordinary shares are hereby placed under the control of the directors subject to compliance with the requirements, if any, of the company's MOI, the company's act and the JSE listing requirements. Although this is an Ordinary Resolution in terms of the JSE listing requirements, the minimum percentage of voting rights that is required for this resolution to be passed is 75% rights cast in favor of the resolution. Will you now please complete your electronic voting in respect of Ordinary Resolution #8? [Voting]

You are hereby requested to authorize directors by way of a specific tender authority to allot and issue shares as and when they deem appropriate for the exclusive purpose of voting shareholders opportunities from time to time, elect to reinvest their distributions in new shares of the company issuance to a reinvestment auction for which purpose such ordinary shares are hereby placed under control of the directors. Will you now please complete your electronic voting in respect to Ordinary Resolution #9? [Voting]

In accordance with the JSE listing requirements on King IV recommended practice, the company is required to obtain a nonbinding advisory vote by the shareholders, the remuneration policy and remuneration documentation report applicable to the company. I now propose that you confirm support for the company's remuneration policy by way of a nonbinding appraisal report. Will you now please complete the electronic voting in respect of Ordinary Resolution #10? [Voting]

I now propose that confirm support for the implementation of the remuneration policy of the company by way of a nonbinding advisory vote. Will you now please complete your electronic voting in respect of Ordinary Resolution #11. [Voting]

I now propose that we confirm support for the authorization of directors and our company secretary to sign all such documentation and do all things necessary in effect to all ordinary and special resolutions, which asked by the shareholders. Will you now please complete your electronic voting in respect of Ordinary Resolution #12. [Voting]

The special business of this meeting is to consider and if deemed fit pass with or without modifications Ordinary Resolution #1 to 6. So you are asked to approve the basis for compensation, nonexecutive directors as an annual fee. The annual fees will be payable to nonexecutive directors full details of which are contained in the notice. Will you now please complete your electronic voting in respect of Special Resolution #1? [Voting]

You are requested to authorize the company to approve the granting of financial assistance directors, prescribed officers and other identified employees in order to facilitate participation in any employee share screen. Will you now please complete your electronic voting in respect of Special Resolution #2? [Voting]

You are hereby requested to authorize directors in terms of and subject to the provisions of Section 44 of the company's Act was the company to provide direct or indirect financial assistance. Any person for the purpose of or in connection with the subscription or any auctions or any securities issued or to be issued by the company or a presence of future related or interrelated company or for purchase any securities of the company or a present of future related or interrelated company. Will you now please complete your electronic voting of that Special Resolution 3.1? [Voting]

You are hereby requested to authorize directors in terms of and subject to the provisions of Section 45 of the company's Act to cause the company to provide direct or indirect financial assistance by way of loans, loan facilities, advances for expenses, assisting with the administration of transactions, making payments, extending credit, charging debts, performing obligations, contractual undertakings, securities or guarantees, providing related security, including without limitation by way of 1 pages of pledges of property, sessions of rights, bonds, badges or otherwise to any company operating or future company operation, which is related or interrelated with the company. Will you now please complete your electronic voting in respect of Special Resolution #3.1? [Voting]

I hereby request to authorize the company purchase -- to repurchase shares issued by the company in terms of and subject to the applicable provisions of the company's Act and JSE listing requirements, which authority shall be valid until the next AGM. Will you now please complete your electronic voting in respect of Special Resolution #4. [Voting]

You're hereby requested to authorize the company by way of specific authority in terms of and subject to their applicable provisions of company's act, JSE listing requirements and the company's MOI to we purchase the [indiscernible] Africa as comprising 54,676,249 Redefine shares of no power value at the price per share equal to the 30-day volume weighted average price, very defined share on the business day immediately preceding the day on which the purchase is agreed. Will you now please complete your electronic voting in respect of Special Resolution #5? [Voting]

You are hereby requested to authorize the company by way of a special specific authority in terms of and subject to the applicable provisions of the Company's Act, the JSE listing requirements and company's MOI repurchase the medicine shares comprising 5,876,766 Redefine shares of no par value at a price per share equal to the 30-day volume weighted average or price value defined shares on the business day immediately preceding the date on which these repurchased [indiscernible]. Will you now please complete your electronic voting in respect of Special Resolution #6. [Voting]

Okay, I will now allow any questions in respect of any of the resolutions tabled at today's Annual General Meeting discussed before closing the voting. Have we received any questions -- have been there any questions raised, which you wanted the resolutions tabled at the Annual General meeting?

Sir, there have been no questions raised as of yet. If we could maybe give shareholders a few moments if they're still typing out message to see if anybody still has any questions.

Is that long enough?

That should be long enough, Chair. There are no further questions.

Okay. Are there any matters not already covered in accordance with the company's requirements for Annual General Meeting by members or shareholders that may be you should raise?

There are none.

Thank you very much. I, therefore, now close the voting, and the results will be shown on the screen shortly.

Chair these are all the ordinary resolutions?

Ladies and gentlemen, the results of the call are as displayed on the screen. With all the resolutions having been -- do I need to go through the percentages? I don't think so.

No, you don't, Chair. Shareholders can see it on the screen.

Thank you very much. Well, in that case, as all the business on the agenda has been dealt with, I declare the meeting closed, and thank you for your attendance. Thank you very much to everybody.

Thank you, Chair.