Shoprite Holdings Ltd (SHP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, from a blustery Cape Town. I'm very pleased that this tent is protected from the wind. Welcome to the Annual General Meeting of Shareholders of Shoprite Holdings Limited, and a warm welcome to all of our shareholders attending in person and via the digital platform. For those shareholders not able to attend, thank you for casting proxy votes on the matters to be considered today. We've elected to host this AGM in a hybrid format. Kindly take note that if you are following the proceedings on your devices in the room, you will have about a 30-second delay. So don't think there's something wrong with your device. So you will have that in this room. With me upfront are the Lead Independent Director and Chairman of the Social and Ethics Committee, Nonkululeko Gobodo. Next to her is the Director and Chairman of the Audit and Risk Committee, Linda de Beer. And on the far end is the Director and Chairman of the Remuneration Committee, Peter Cooper. On my right, our Chief Executive Officer, Pieter Engelbrecht; and our Chief Financial Officer, Anton de Bruyn. And we have Pieter du Preez, Company Secretary, sitting over that side. Other directors are present in the audience, thank you or on the virtual link. And to our outgoing auditors, PwC, who are in attendance represented by [ Tara Newton ]. Thank you for the service to Shoprite over the years. It's greatly appreciated. And we welcome today our new incoming external auditors, Ernst & Young, who are in attendance and represented by Anthony Cadman. Thank you both firms for the seamless handover that has actually happened over the last 12 months and the professionalism you've both shown in this process and the work has been considerable. We welcome members of the media joining us both via the live webcast and physically. Given media AGM attendances in a guest capacity as opposed to a shareholder capacity, questions from the press cannot be posed during the course of the AGM, and we request that they be directed to the Shoprite Group Media Relations team who will facilitate responses to the questions following the conclusion of the formal proceedings. We further request that members of the media refrain publishing voting results until such time as we've been able to release the formal SENS after this meeting. Now turning to our operating environment. In South Africa, this has remained very challenging, with efforts to bring food inflation under control, hampered by rising fuel prices and a weak rand. This, together with ongoing load shedding and increased interest rates, has sustained an elevated cost of living for many of our customers and similarly an elevated cost of doing business, both for us and our suppliers. And as a result, economic growth remains low as does business and consumer confidence. Despite this, as our backdrop for 2023, the group remained focused delivering on its day-to-day operations and strategic and innovation-led initiatives this year with a level of execution that can only be described as world class. Our Group CEO, Pieter, mentioned in his 2023 review that percentage growth often get lost in translation. And to echo that, the group's 2023 16.9% sales growth equated to ZAR [ 51.1 ] billion in sales generated over and above the sales base already substantially ahead of any of our food retailer peers. Growth of this nature is a result of dedicated leadership, unwavering daily execution of a focused brand segmentation strategy, the success of the Checkers and Shoprite 28.5 million member Xtra Savings reward program and our market-leading on-demand delivery service, Checkers Sixty60. These are amongst a number of game-changing strategic initiatives, that have resulted in the group reporting market-leading growth for a period of 55 consecutive months, a trend that despite an incredibly high base has continued into the first quarter of 2024. In this regard, in accordance with previous years, at this time in our reporting calendar, we've released a SENS announcement outlining sales growth for the first quarter of 2024. Group sales increased 13.2%, a commendable achievement, especially if one considers the challenging economic context, high base and noting that true to the group's low price promise, our core South African supermarket selling price inflation for the period was limited to 8.3%. Turning to sustainability. We continue to execute on our commitment to be a force for good. And in doing so, making a meaningful contribution to the achievement of 3 UN sustainability goals. SDG 2, 0 hunger, SGD 8, decent work and economic growth and SDG 12, responsible consumption -- hang on a minute -- responsible consumption and production. Our hunger relief programs and our contribution to maintaining food security by being the most affordable, accessible and innovative retailer on the African continent, contribute to SDG 2. We continue assisting our customers facing food and security by subsidizing 1 million ZAR 5 of bread weekly and offering a range of nutritious, ZAR 5 daily meals in our Shoprite and Usave stores. In 2023, the group's 27 mobile soup kitchens served 7.1 million meals and assisted with disaster relief as and when required. Shoprite Next Capital, which was recently launched, continued to assist with empowering local small and medium enterprises or SMEs. And this initiative contributes to decent work and economic growth as these SMEs grow and employ more people. In the past year, 13.5 million in funding was made available to suppliers through Shoprite Next Capital. During this year -- last year, the members of the Social and Ethics Committee chaired by Nonkululeko visited a CSI project as well as strategic private label supplier, which has grown out -- which has actually outgrown its SME status as a result of the support from us. The Board and committee understand the role of small businesses in the overall success of the country, not only in terms of reducing unemployment, which remains high, but also in terms of providing value-added goods and service to our value chain. In terms of employment, Shoprite created 8,131 new jobs in 2023. In addition, Shoprite is a South Africa's largest contributor to the Youth Employment Service, YES program, which recruits and trains approximately 2,000 unemployed youth per year and places them on a 12-month internship program. Group employees have over the past 2 years, since the inception, received distributions in the amount of ZAR 438 million via the Shoprite employee trust and equivalent payments made to staff in our non-RSA operations. Through the implementation of the trust, Shoprite Checkers Limited, our main subsidiary, obtained a Level 4B status in 2023, an improvement from Level 5 obtained in 2022. Similarly, at holdings level, we improved from a level 7 to level 6 during the year under review. As a business, I'm proud to report our procurement from BEE compliance suppliers in 2023 was ZAR 135.2 billion. Our efforts to reduce our impact on the environment were recognized when the group was the only African company, to earn a place in the CDP, which is the carbon disclosure project, financial year 2022 supplier engagement leaderboard for taking action to measure and reduce climate risk within our supply chain. The group received an A-level assessment for its consistent implementation of best practice, and we reached the leadership level in the convenience and retail category. We're only 27% of companies in the convenience and retail category achieved leadership level globally. In the past financial year, we traded with 322 days of load shedding, and that resulted in increased additional greenhouse gas emissions from the use of the diesel generators for our stores. Notwithstanding this, we remain resolute in working towards achieving our approved net 0 emissions target by 2050. Turning to Board and executive matters, I'd like to welcome our 2 new Board members, Professor Hlengani Mathebula, who's in the room; and Sipho Maseko, who's on the line, who joined the Shoprite Holdings Board as independent nonexecutive directors in June this year. Their appointment completes the 3-year process of restructuring the Board, which began shortly before I joined with my appointment and the initial part of that process. And following a decision at the executive level to split the roles of Group Company Secretary and Group Head of Legal; Pieter du Preez, Group's Company Secretary of 15 years hands over to Leeanne Goliath, who's in the room here from the first of January. Pieter, this is your last AGM, taking the minutes, and we really thank you on behalf of the Board and the Shoprite executive team for a sincere thanks for the expert guidance that you've given and the dedication to the company secretariat. Thank you. And over the years, going forward, we look to your continued counsel as you focus on group Head of Legal. As a Board, we've continued to build our collective approach to ESG, which is to equip all our directors with the required knowledge and understanding of the impact of climate change on our business. Our impact on climate change in our external environment and the risks and opportunities associated with climate change. In line with this approach, all Board members participated in a World Wildlife Fund engagement on environmental sustainability and climate change as a full board. The purpose of this session, which encompassed global trends, benchmarking and the group's response to environmental risks and opportunities was to improve the Board's overall competence on this important topic because we believe each Board member has to be on top of this particular issue, and we will continue to do that going forward. In closing, Shoprite remains positioned as a leader in South African retail. The group's relatively unconventional at the time, smarter shop right ambition articulated 6 years ago is a reality today. By developing future fit channels, enhancing a customer-first culture and enabling precision retailing, Shoprite has transformed into a data-led omnichannel leader. Market-leading growth in sales, e-commerce and digital, the successful Xtra Savings rewards program and our partnership -- partnerships and adjacent revenue streams are all evidence of this. As is always the case, achievements such as these are only possible with great leadership and teamwork. To team Shoprite, a lot of in the room, and I'm sure a lot on the line, our 153,726 employees, thank you for your service and dedication to our customers who, as a result of your efforts, choose daily to shop our brands in-store, online or increasingly both. In the year ahead, the Board will continue to support the executive team's effort to achieve the group's board-approved strategy, crosscheck and benchmark ourselves against global best practice in all aspects, and maintain our focus on sustainability of the business. With that in mind, I wish the team continued success in 2024 as you build on your achievements to date. And on behalf of the Board, we look forward to working together to advance the ambitions of the group. Thank you. I'll now turn to the formal agenda. We've got 12 resolutions to be voted on before shareholders at the meeting today, 7 ordinary resolutions requiring support of more than 50% of voting rights exercised, 2 nonbinding advisory votes on the company's remuneration policy and rem implementation and 3 special resolutions, which require 75%. I've been advised that the company's 2023 integrated report, together with the notice of the meeting was sent out to shareholders on the 16th of October 2023. Since 15 business days' notice was given and more than 3 members of the company, who are entitled to exercise in aggregate at least 25% of all voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting are present, I declare the meeting duly constituted for ordinary and special resolutions to be considered. A reminder that shareholders attending the AGM in person, who wish to vote will need an Internet-enabled smartphone, tablet or computer. Please refer to the online hybrid meeting guide for further details, and this was shared with you beforehand. Computershare representatives are on hand. If anybody has a problem in the room, please raise your hand and they will come and assist you. Voting on all resolutions will be put forward once voting is declared open by me. Once voting has opened, the resolution and voting options will appear on your device. To vote, simply select your voting direction from the options shown on the screen. Your vote has been cast when the green tick appears. To change your vote, select Change Vote. Voting can be performed at any time during the meeting until I've declared at the end of the meeting that voting all resolutions has been closed. At this point, your last choice will have had to have been submitted. Shareholders are encouraged to capture their votes for resolutions at the earliest opportunity to ensure that these have been recorded in the event of any technical interruption on our connectivity. Voting results for each of the resolutions will be displayed after voting has closed. For the purposes of the voting process, I appoint as scrutineers representatives of Computershare Investor Services, the company's transfer secretaries. The full annual financial statements and a summarized form of the Shoprite Holdings Limited including the reports of the directors and external auditors and the group Audit and Risk Committee for the year ended second of July 2023 have been published to shareholders and are available on the company's website. The annual financial statements and reports will be approved under ordinary resolution 1. The Companies Act requires the Social and Ethics Committee to report through 1 of its members to the shareholders at the AGM on the matters within the committee's mandate. The report is included in the 2023 integrated report on Page 43, and is also accessible on the company's website. The company's 2023 sustainability report is also available on the website. Nonkululeko Gobodo, Chairman of the Social and Ethics Committee is available to take questions if you may have on the report. I'll now proceed to deal with questions from shareholders. I shall either respond or direct the question to the appropriate respondent. We request for both those in the audience and attending virtually when posing your question, please state your name and the shareholding institution you represent. In terms of specific questions pertaining to sustainability and people matters, we are joined by the group's sustainability and CSI Manager, Sanjeev Raghubir, who is right in the front as well as Athene Mazijk, our Chief People Officer. I'll first take questions from shareholders who are participating remotely, and then I'll come to questions in the room. And once we've concluded that, I'll do one last check to see if there are any more questions from the virtual attendees. So can the operator let us know if there are questions from the virtual platform.

Here, I can confirm there are no questions on the phone.

No questions on the phone. Sorry. That was such a fast response. I didn't get the -- no questions on the phone. All right. I'll open up to questions in the room. Are there questions in the room? Yes.

My name is [indiscernible] I represent shareholder activist organization, Just Share. And my question is on the renewable energy procurement of the company. So last year, Shoprite stated in its sustainability report that it aimed to power 25% of its operations with renewable energy over the next 5 years. However, this target appears to have been removed from this year's sustainability report. Yet your CDP report states that Shoprite is committed to increasing its use of renewable energy in its operations and committed to using at least 5% of renewable -- of electricity from renewable sources by the end of 2023. So this is rather confusing. So I need clarity on 2 things, whether that the 5% renewable energy commitment by the end of 2023 is still on track. So that's the first point of clarity. And the second point of clarity is, if Shoprite is still committed to its target of 25% of renewable energy over the next 5 years. I hope that was clear.

Yes, that's very clear. And I'm actually going to pass that question directly to -- if we can have a mic in the front here, to Sanjeev because that's been absolutely on our watch. So thanks for the question.

Yes. Thank you, Wendy. In terms of the target, to have 25% of our electricity sourced from renewables by 2027, that still remains. You will note that towards the end of last year, we had our net 0 target verified by the science-based target institutes, which holds us accountable to reducing our greenhouse gas emissions by 42% by 2030. And that's the wider and larger trajectory that we are aiming for. We are on track. In fact, have met the 2023 targets to the 5%. In fact, we've achieved 5.5% of our renewables now electricity sourced from renewables. And the 25% of renewables by 2025 -- 2027, remains a challenge because we need to get a national wheeling framework in place, but we remain committed to achieve that as well.

Okay. You covered. Okay. Thanks very much. Thanks, Sanjeev. Are there any further questions from the room? No. Are there any -- yes, okay, sorry.

Chair, my name is [indiscernible]. I'm also from Just Share. Chair, we have noticed an important change in the awarding of Shoprite's Board diversity policy...

Sorry, just repeat that in...

We have noticed an interesting change in the awarding of the company's Board diversity policy in terms of women or rather say, female and black people's presentation. I won't go through its Chair, but what we have noticed the current Board diversity policy, the addressed transformation for nonexecutive directors, not the overall Board, that's not what it was in the previous year, just to be clear. Could you please clarify why the company has decided to frame the Board diversity policy to exclude the executive Board members. I hope that is clear.

Yes. It's not intended to. So our targets are 40 and 40 for the overall Board. And we've come in at 38 and 38 in terms of gender and diversity. And then we've disclosed additionally, what we've disclosed in the annual report, is both a percentage at the nonexecutive level and a percentage at the total board level. But the targets are 40-40 for the total Board.

Chair, we can take it just follow up the phrasing is not what we are saying as it is stated on the integrated report. If you compare this year's -- phasing and last year, and that was very confusing. Still totally opposite what you are saying. And my second question, Chair, if you may indulge me. Shoprite sustainability report first to the 2025 targets for female and black representation for all occupational level, right? However, this target is still nowhere to be found in Shoprite's reports or in its website. I'm referring to 2025 targets that we are referring, to not the 2024 [indiscernible]. We asked the same question last year and the company responded that this targets were in the report. This is not the case. It was not the case before. Could the Chair please disclose what that these 2025 targets are and where can they be found by stakeholders.

Sorry, just to repeat exactly which targets you're talking about.

2025 transformation targets across all occupational levels. You are referring to them previously. And this year, we are also referring them in your reports, but there are no way to be found. What we've reported on is your performance against the 2024 targets, not the 2025 targets, are constantly referring to which we are not disclosing by the way. I will be happy to repeat my question, Chair. Let me repeat the question. The question is, could the Chair please disclose what these targets are and where they could be found by stakeholders who are interested the 2025 transformation targets.

They are the targets that we have lodged with the Department of Labor as part of our employment equity plans because we actually use that plan that is lodged at the Department of Labor. It is a public document through the Department of Labor, but we actually haven't put it on our website specifically, but it is the document that is publicly available via the Department of Labor. That is the document that we formally lodged with them, and it's the targets that we use in all those measures.

Where can we -- I don't know who [indiscernible] within the company if we, as the stakeholders, would want to have access to search.

I think we [indiscernible] who is here.

Last question, if you may indulge me. Chair, as you may know, in the recent taxi strike that lasted for a week in Cape Town, raised quite crucial questions as to how employers treat workers during times of unrest where it's physically impossible for them to get to work [indiscernible] stakeholders or workers, especially the lowest earning. How did Shoprite address the issue forecast based in the affected areas who were not able to be at work. Specifically were they still -- the question, were they still remunerated fully during this period?

I'm going to pass to Pieter because there was an enormous amount of work that was done in terms of how do we protect our people. How do we make sure they're safe over that period.

There were some drastic measures that had to be taken. We have put up staff that were affected, tells the option to stay at the hotels. Some elected to not take that option and not take the risk of come to work. We bought some buses. We arranged some. They were exported unfortunately -- arm escorted. We put some people up at our distribution centers. We provided food, toiletries, uniforms to make it as easy as possible and make sure that they're safe. And I can report that none of our people was harmed or injured at that time. So it seems the remedial actions that work. And we were able to continue to trade. Only 2 stores were closed for some period and one was closed for that week. And the rest of it -- for us, it was business as normal. It did come at a huge cost. So -- I mean, you can't do this. You will recall maybe from the media reports that our peers had closed their distribution centers in Cape Town, and we were able to operate fully during that period. We also transported some of our trained staff from the rest of the country into this division to help where we had some shortages, where people could not come to or elected not to. I think that...

You didn't answer the question who were the -- those who could -- are you intimating that everybody could make it to working for Shoprite and those who couldn't make it, if any, were they fully compensated? That's the question.

Can I pass it to my Head of People, please?

Yes. So where people elected not to come into work to take advantage of the facilities that we provided. They were not paid for that shift. However, they were given the option to trade off with any available vacation days to offset the financial impact.

If there are no more questions in the room, can we just check if there are any questions on the virtual link?

Chair, I can confirm there are no further questions.

Okay. Thank you very much. I'll then move to the resolutions. ordinary resolution 1 is the annual financial statements. The Audit and Risk Committee recommends and the directors endorse the approval of the summarized annual financial statements of the company and the group for the year ended 2 July, 2023, including the reports of the directors and the independent auditors. I'll now put the motion that to summarize annual financial statements of the company and the group for the year ended of 2 July, '23, be approved. Will you kindly record your vote in respect of resolution #1? Okay. I'm going to move to resolution #2, which is the appointment of auditors. The Audit and Risk Committee recommends and the Directors endorsed the proposed appointment of Ernst & Young as the independent registered auditors of the company for the period until the next AGM. Mr. Anthony Cadman is the individual registered auditor of Ernst & Young, who will undertake the audit in respect of the financial year ending 30th of June 2024. I shall now put the motion that the appointment of Ernst & Young as the company's auditors to hold office until the conclusion of the next AGM be approved. Will you kindly record your votes in respect of resolution #2? I'll move to resolution #3, which is the election of directors. Ordinary resolutions 3.1 and 3.2, seek to confirm the appointment of directors appointed by separate and stand-alone ordinary resolutions subsequent to the last AGM. And the profiles of whom are to be found in Annexure A of the notice to shareholders. These votes will be done individually. 3.1. I put the motion that the appointment of Professor Hlengani Mathebula be confirmed. Will you kindly record your vote for the confirmation of Hlengani as a Director of the company? Ordinary resolution 3.2, I put the motion that the appointment of Sipho Maseko be confirmed. Will you kindly record your votes for the appointment of Sipho Maseko as Director of the company? I'll move to resolution 4, which is the reelection of directors. Ordinary resolutions 4.1 and to seek to confirm the reappointment of directors by separate and stand-alone resolutions, who are obliged to retire by rotation at the AGM in accordance with clause 33.5 of the MOI, M-O-I, and who are eligible and available for re-election. And I now hereby reelected as directors with immediate effect. The profiles of these are found also in Annexure A of the notice to shareholders. Based on the outcome of the assessments, determinations by the Nomination Committee as to skills, capacity, experience and independence, the Board has determined that the performance of the respective directors standing for reelection meets the required standards expected of them in terms of their duties and responsibilities and that they remain eligible for reelection. The Board, therefore, recommends their reelection by shareholders. 4.1 -- it's actually more than 4.1 and 2. It's a couple of them coming up. I put the motion 4.1 that the reappointment of Dr. Christo Wiese be confirmed. Will you kindly record your vote for the confirmation of the reappointment of Dr. Christo Wiese as Director of the company? Okay. The next resolution deals with my reappointment. So I'll stand down as Chair of the meeting and hand that over to Nonkululeko for that particular resolution.

Thank you Chair. Ordinary resolution 4.2, I put the motion that the reappointment of Wendy Lucas-Bull be confirmed. Will you kindly record your vote for the confirmation of the reappointment of Wendy Lucas-Bull as a Director of the company? Thank you all. I now hand back to Wendy to continue as Chair.

I move to 3 -- 4.3. I put the motion, the reappointment of Linda de Beer be confirmed. Kindly record your votes for the confirmation of reappointment of Linda de Beer as Director of the company? 4.4. I put the motion that the reappointment of Nonkululeko Gobodo be confirmed. Will you kindly record your vote for the confirmation of reappointment of Nonkululeko Gobodo as a Director of the company? Then moving to resolution 5, which covers the appointment as members of the Shoprite Holdings Audit and Risk Committee. And resolutions 5.1 to 5.4 relate to the reappointment of Shoprite Holdings committee members -- Audit Committee members. The profiles again are found on the Annexure A. The Board supports the reappointment of these directors. You're required to reappoint by separate and stand-alone resolutions following directors as members of the Shoprite Holdings Audit and Risk Committee. They've been nominated in terms of Section 94/2 of the Companies Act. I put 5.1. I put the motion that the reappointment of Linda de Beer as member of the Shoprite Holdings Audit Committee be confirmed, obviously subject to the passing of ordinary resolution 4.3 earlier. Will you kindly record your vote for the confirmation of reappointment of Linda as member of the Shoprite Holdings Audit Committee? 5.2. I put the motion that the reappointment of Nonkululeko Gobodo as member of the Shoprite Holdings Audit and Risk Committee be confirmed, again subject to passing of ordinary resolution 4.4. Will you kindly record your vote for the confirmation of Nonkululeko as member of the Shoprite Holdings Audit and Risk Committee? 5.3. I put the motion that the reappointment of Eileen Wilton as member of the Shoprite Holdings Audit and Risk Committee be confirmed. Will you kindly record your vote for the confirmation of reappointment of Eileen as member of the Shoprite Holdings Audit and Risk Committee? 5.4. I'll put the motion that the reappointment of Graham Dempster as member of the Audit and Risk Committee be confirmed. Will you kindly record your vote for the confirmation of reappointment of Graham as a member of the Audit and Risk Committee? Thank you. I then move to resolution 6, which is the general authority of unissued ordinary shares. In terms of the MOI, shareholders of the company must approve the placement of the unissued ordinary shares under the control of the directors. The existing authority granted by shareholders of the 2022 AGM expires at this AGM unless renewed. The directors seek -- wish to seek a renewal of this authority at this AGM. It should be noted that the directors have no current plans to make use of this authority but are seeking its renewal to ensure the company has maximum flexibility in managing the group's capital resources. I therefore propose that the resolution to place 30 million, approximately 5% of the issued ordinary shares that includes treasury shares, of the unissued ordinary shares in the capital of the company under control of the directors to be issued as and when suitable situations arise, be passed and put the motion to shareholders. Will you kindly record your vote in respect of ordinary resolution #6? Moving to resolution #7, General Authority to Directors and/or Company Secretary. Ordinary resolution 7 relates to the authorization of the directors of Shoprite Holdings or the Company Secretary to do all things, perform all acts and to sign and execute all documentation necessary to implement the ordinary and special resolutions adopted at the AGM. Will you kindly record your votes in respect of ordinary resolution #7? We now move to the nonbonding -- the 2 nonbinding advisory votes. The nonbinding advisory vote on the remuneration policy of Shoprite Holdings and the remuneration implementation policy. King IV report on Corporate Governance for South Africa in 2016 recommends that the JSE listings requirements require a listed company to table its remuneration policy and implementation report for separate nonbinding advisory votes by shareholders at the AGM. These votes enable shareholders to express their views on the remuneration policies adopted and on their implementation. These resolutions are of an advisory nature only and a failure of either 1 or both of them will not have a legal consequences relating to existing arrangements. Even though these resolutions are nonbinding, if the remuneration policy or the implementation report or both are voted against by 25% or more of the voting rights exercised, the Board will, as recommended by King IV and required by the listings requirement, extend an invitation to dissenting shareholders to engage with the company in this regard. The company's remuneration policy and implementation report are included in the 2023 integrated report from Pages 94 to 114. The first nonbinding vote is the company's rem policy. I will now put the motion of the nonbinding advisory vote #1 to endorse the company's rem policy for voting. Will you kindly record your vote in respect of the nonbinding advisory vote #1? The second nonbinding advisory vote, which relates to the implementation report. I'll now put the motion of nonbinding advisory vote #2 in respect of the company's rem implementation report for voting. Will you kindly record your vote in respect of nonbinding advisory vote #2? Now I'll move back to ordinary resolution #8. The approval of the amendment to the rules of the Shoprite Holdings executive share plan. This resolution relates to the proposed amendment to the rules of the Shoprite executive share plan by deleting the provisions relating to pro rata early vesting of shares by reason of retirement as set out an Annexure B of the shareholder notice. I, therefore, proposed that the proposed amendment to the rules of the Shoprite Holdings executive share plan be passed and put the motion to shareholders. Will you kindly record your vote in respect of ordinary resolution #8? And please note, this resolution requires a 75% voting right to be exercised in relation to this resolution. Ordinary resolution #9, which is the general authority to issue ordinary shares for cash. In terms of the MOI, shareholders of the company have to approve by way of general authority that the directors of the company are authorized to issue all or any of the authorized but unissued ordinary shares in the capital of the company for cash, as and when they're in their discretion deem fit, subject to the provisions and requirements of the Companies Act, the MOI of the company the JSE listing requirements and any other exchange on which the shares of the company may be quoted from time to time when applicable, subject to the limitations as recorded in the notice to shareholders. I therefore propose that the resolution to grant general authority to the directors of the company to issue all or any of the authorized but unissued ordinary shares in the capital of the company for cash as and when they're in the discretion deemed fit, be passed and put the motion to shareholders. Will you kindly record your vote in respect of ordinary resolution #9? I'm going to move now to the special resolutions, and these resolutions require a 75% positive vote in order to pass. The first one is the remuneration payable to nonexecutive directors for the period 1 November, 2023 onwards. It's a requirement of the Company's Act that nonexecutive directors remuneration be approved by way of a special resolution for particulars of all remuneration and benefits paid to the nonexecutive directors during 2023 are included on Page 109 of the integrated report as well as the proposals forward. I shall now put the motion that the proposed remuneration of the nonexecutive directors for the period November 2023 onwards be approved. And there's a number of them under this category -- by individual category. So will you kindly record your votes under the subcategories for resolution 1. All right. Then the last one the special resolution #2, which is the financial assistance to a related or interrelated company corporation in terms of Section 45. This section of the Company's Act regulates the provision of loans or other financial assistance by the company to a related or interrelated company or corporation and/or member of a related or interrelated corporation. The company's act stipulates that the company may provide financial assistance as contemplated in Section 45 of the act to the said categories provided that shareholders of the company have passed a special resolution within the previous 2 years, which approves such financial assistance. The effect of this resolution will be to allow the company to the extent permissible in the company's act, in particular, the solvency and liquidity requirements that set out in Section 4 of the act to provide financial assistance to the said categories. I shall now put the motion to authorize the company to provide direct or indirect financial assistance as defined for purposes of Section 45. Will you kindly record your vote in respect to special resolution #2? Then special resolution #3, which is a general authority to repurchase shares. This special resolution is for general authority to permit the company or any subsidiary of the company to repurchase in the aggregate in any 1 financial year, not more than 5% of the number of shares as at the date that the special resolution is adopted. Note further that this authority will only be used if circumstances are appropriate. I now put the motion that special resolution #3 be passed. Will you kindly indicate your vote? We've now covered all the resolutions. You may review your votes and change them at this point. We're going to give a 2-minute period for you to change and confirm your votes, and then we'll close 2 minutes from now. [Voting]

I presume 2 minutes has past. Okay. All right. So we have now have the results being posted up on the Board. And if you look at ordinary resolutions 1, 2 and 3, all passed. Resolutions subsection 4, all passed. Resolution subsections 5, all passed. Resolution 6, 7, passed. The nonbinding ones on policy passed at 82.7% and implementation at 86%. The share plan 1, which also required a 75%, passed, 9, passed. The special resolutions subsections 1, all the way through passed. Yes. Okay. Then special resolution 2, passed and 3, passed, so all passed. Ladies and gentlemen, this concludes the AGM, and I thank you for your attendance. We will be publishing all of the -- all of this detail of the votes on SENS as soon as -- shortly after this meeting. So you'll have all the detail on SENS as well. Thank you very much for your attendance. And I close the meeting. Thank you.