Thungela Resources Limited (TGA) Earnings Call Transcript & Summary

Just as a reminder, everyone, please put your devices on silent. And then in the case of an evacuation, please use the doors at the back of the room. Right. Good afternoon, everyone. I'm Francois Klem, the Company Secretary, and it gives me great pleasure to welcome you to the Third Annual General Meeting of Thungela Shareholders. The meeting is hosted both in person and virtually. I would like to take a few moments to introduce our Directors and Executives in attendance this afternoon. I'm joined by: the Board Chairman and the Chairman of the Nomination and Governance Committee, Sango Ntsaluba; Independent Non-Executive Director and Chairperson of the Audit Committee, Kholeka Mzondeki; Independent Non-Executive Director and Chairman of the Remuneration and Human Resources Committee, Ben Kodisang; Independent Non-Executive Director and Chairman of the Health, Safety Environment and Risk Committee, Seamus French; Independent Non-Executive Director and Chairperson of the Investment Committee, Yoza Jekwa; the Chief Executive Officer and Executive Director, July Ndlovu; the Chief Financial Officer and Executive Director, Deon Smith. Members of the Executive Committee; Lesego Mataboge, Mpumi Sithole, Leslie Martin, Carina Venter, Johan Van Schalkwyk, and Bernard Dalton. Also joining us this afternoon are: representatives from our auditors, PWC; as well as our JSE sponsor RMB; our Corporate Banker (sic) [ Corporate Broker ] in the U.K., Liberum; Bowmans, our Advisors on Remuneration and Reward; and Computershare, our Transfer Secretaries. Before we begin with the order of the meeting, I would like to take a moment to talk you through how to navigate the online platform. Once you have been successfully authenticated, you will access the home screen, where you will see icons to access the website (sic) [ webcast ] to vote and ask questions via the chat function and verbally. The icon highlighted in blue indicates the active page. As soon as the Chairman has declared the voting open, resolutions and voting options will appear, and you can select your voting decision. You can vote for all resolutions at once or individually for each resolution. Your vote will be cast when the green tick appears. You can also change your vote by selecting, Change Your Vote. Voting will be followed by a question-and-answer session. All eligible shareholders or their proxies attending the meeting are eligible to ask questions. For shareholders attending in person, please raise your hand and a member of our team will provide you with a microphone. For shareholders and proxies attending remotely, you can select the Q&A icon and type your question into the box at the bottom of the screen and then click, Send. You can also make use of the telephone number and access code provided to dial into the meeting and ask your questions verbally. [Operator Instructions] I'm now going to hand you over to Sango, the Board Chairman.

Thank you, Francois, and good afternoon to everyone. I thought before we start with the formal proceedings and my colleagues, Company Secretary and Mpumi don't have this script. I thought it was important for us at least to acknowledge the fact that we met today on a cold afternoon, but warm being in South Africa with the [ JSE ] having just declared the results to be free and fair, and I thought probably some people have captured it better than one can do. And all the people here and the scholars would know that when it was said, it is the best of time, it is the season of light, it is the spring of hope, of cause that is extracted from somewhere, and with acknowledgement to the author. Before we start with the formal proceedings, it is with great sadness and a heavy heart that we learned of the passing of one of our Board members, Thero Setiloane, on 1 May, 2024. Thero served as an Independent Non-Executive Director since the 7 March, 2021. He also served as Chairman of the Social Ethics and Transformation Committee, a member of the Audit Committee and a member of the Health, Safety, Environment and Risk Committee. His contribution to Thungela, his in-depth knowledge of the mining sector and his warm personality is missed. May we please observe a moment of silence in his honor. Thank you very much. We had the Company Secretary keeping the time, the Auditors auditing the Company Secretary's time. There are sufficient members present or by representation, who between them hold more than 25% of the issued shares and the requirement for a quorum is accordingly met. I therefore declare that this meeting is properly constituted. The notice convening the Annual General Meeting has been given in terms of the Company's Memorandum of Incorporation and the Companies Act and has been with you for the prescribed period. I now propose that the notice of the Annual General Meeting be taken as read. Are there any objections? Thank you. Today's meeting has a simple 3-part agenda. Firstly, we will present Thungela's audited financial statements; that will be followed by the tabling of the Social Ethics and Transformation Committee report; and finally, the adoption of the ordinary and Special Resolutions as set out in the notice of the AGM. Before I move to the first part of the agenda, I would like to provide a brief overview. Despite the challenging operating environment characterized by poor rail performance and softening coal prices, Thungela achieved results -- sorry, achieved resilient results in 2023. I am pleased to say that our efforts have paid off and we have made significant progress towards the successful execution of our strategy. This is a testament to our commitment to value creation for our stakeholders. Safety is our first value. As such, we have established safety as a standalone pillar in our strategic objectives. We previously reported on the loss of our colleague Mr. Breeze Mahlanguin, who sustained an injury in December 2022. Tragically, Mr. Mahlanguin passed away in February 2023. While we continue strengthening our safety controls, the loss of a team member underscores the absolute necessity of our unwavering commitment to ensure that everyone returns home safely every day. In driving our aspirations, spiking on the social element of ESG is at the heart of our ESG framework. We continue to make significant contributions to both our employees through the Sisonke Employee Empowerment Scheme and communities through the Nkulo Community Partnership Trust. In 2023, we contributed ZAR 312 million to both trusts, therefore sharing the value we have created as Thungela. At Thungela, we recognize our responsibility to the environment. Our commitment to responsible environmental stewardship is underpinned by climate risk management, the efficient use of resources and land stewardship and biodiversity. We intend to minimize our impact on the environment and operate to achieve sustainable outcomes. Following the uncontrolled release of mine affected water from chrome dry site at Khwezela in 2022, we continue to fulfill our commitment to remedy the impact of this incident. To this end, we established a fish breeding facility and are now repopulating the Wilge and the Olifants river systems. In July 2023, as part of ongoing improvements in governance, the Board implemented a strengthened and fit-for-purpose corporate governance structure that supports the Group's long term strategic ambitions. This involved expanding the number of committees from 4 to 6, ensuring clear accountabilities for all aspects of our business. The Board remains committed to continuous monitoring and action on a comprehensive set of key focus areas. We therefore made good progress in executing our strategy to create future diversification options. The acquisition of a controlling interest in the Ensham mine in Australia last year is an important step on our pathway to diversification. It expands Thungela's presence beyond South Africa. Work is underway to ensure that we transition and integrate the business into Thungela. We recently announced the establishment of Thungela Marketing International in Dubai. The Dubai office houses the export marketing team, which is responsible for a broad range of marketing functions catering for both the South African and Australian assets. This step brings us closer to our markets and helps us strengthen relationships with our customers. We believe that maximizing value from our existing assets is crucial to the future competitiveness of our business. I am proud that we continue to make good progress on our Elders production replacement, a project and Zibulo North Shaft project in South Africa. Both projects are on track and on budget. At Elders, first coal was delivered on the 1 March, 2024, ahead of schedule. Shareholder returns remain a central focus on our capital allocation framework and our strong cash generation and balance sheet position -- sorry, position enabled the return of ZAR 3.3 billion to our shareholders. This includes a maiden share buyback of up to ZAR 400 million -- I'm sorry, up to ZAR 500 million. I understand that we issued since this morning. The actual amount is about ZAR 442 million, which we have done. The combination of dividends and the share buyback provides flexibility for the diverse preferences of our shareholders and emphasizes our commitment to creating value. Thungela recently released its 2023 reporting suite made up of our Integrated Annual report, Environmental, Social and Governance report and Climate Change report. The Climate Change report is aligned to the task force for climate-related financial disclosures. In 2023, we published clear, immediate emission reduction targets on our pathway to net 0 by 2050, the commitment to achieving net 0 will be upheld, notwithstanding our pursuit of geographical expansion through acquisitions such as Ensham. Through these reports, we provide our stakeholders such as shareholders, investors, government, communities, with a clear overview of our company's performance and operations. That concludes my overview. Moving to the first item on the agenda. Francois, you took my water here. I see that. You planned this long time ago. Moving to the first item on the agenda, we will present Thungela's audited financial statements. We confirm that Thungela's audited annual financial statements for the year-ended 31 December, 2023, together with the reports by the Directors, the External Auditors and the Audit Committee were approved by the Board of Directors on the 15 March, 2024; and our results were released on Monday, 18 March, 2024. Next on the agenda, we advise our shareholders that our Social Ethics and Transformation Committee report has been published as part of the Integrated Annual Report. This report deals with Environmental, Social and Transformation topics as well as other matters included in the Committee's mandate. 2023 report suite is available on the Thungela website under the Investor tab. Now moving to the final item on our agenda, voting for this meeting shall proceed by way of a poll, which will be conducted electronically through the online facility provided by Computershare. For the purposes of the poll, I nominate representatives of Computershare who are present at this meeting to act as scrutineers. All the resolutions to be proposed at today's Annual General Meeting have been seconded by Francois Klem, the company secretary. I will now open the voting on the electronic online facility, and voting can be performed on all the resolutions at any time during the meeting until I close the voting on the resolutions. We have received 2 questions in advance of today's AGM, and you can submit your questions in the chat function in writing whilst the poll is open. Shareholders attending virtually would also have received a telephone number and an access code which will allow them to ask questions verbally. Questions pursuant to the motions will be discussed after I have tabled the last resolution on the agenda. We will now proceed with the tabling of the resolution for approval by the shareholders. Let's begin with the Ordinary Resolutions. Ordinary Resolution 1: Reappointment of the Independent External Auditor. I propose Ordinary Resolution 1 which is taken as read. Please complete your voting in respect of Ordinary Resolution 1. Ordinary Resolution 2: The reelection of retiring directors. 1/3 of the Non-Executive Directors are required to retire by rotation and avail themselves for reelection. I now hand over to Francois for the first proposal.

Thank you Sango. I propose that Mr. Sango Ntsaluba be reelected as a Non-Executive Director. Please complete your electronic voting in respect of Ordinary Resolution 2.1 only. Back to you, Sango.

Thank you, Francois. I propose that Mr. Ben Kodisang be reelected as a Non-Executive Director. He is present, sitting here. Please complete your voting in respect of Ordinary Resolution 2.2. Ordinary Resolution 3: Election of the Audit Committee members. The following individuals are recommended for election to the Audit Committee as required by the Companies Act and the JSE listing requirements. I propose that Ms. Kholeka Mzondeki be reelected as a member of the Committee. She is also present here. Please complete your voting in respect of Ordinary Resolution 3.1. The proposal that Mr. Thero Setiloane be reelected as a member of the Audit Committee has been withdrawn, as we indicated at the beginning. I propose that Mr. Ben Kodisang be reelected as a member of the Audit Committee. Please complete your voting in respect of Ordinary Resolution 3.3. Given the passing of Mr. Setiloane, the Board through the Nomination and Governance Committee has embarked on a process to identify and appoint his replacement in the near future. Ordinary Resolution #4: Nonbinding Advisory Vote. I propose Ordinary Resolution 4.1, the approval of the remuneration policy which is taken as read. Please complete your voting in respect of Ordinary Resolution 4.1. I propose Ordinary Resolution 4.2, the approval for the implementation of the remuneration policy which is taken as read. Please complete your voting in respect of Ordinary Resolution 4.2. Ordinary Resolution #5: General Authority for Directors to allot and issue ordinary shares. I propose Ordinary Resolution 5, the General Authority for Directors to allot and issue ordinary shares, which is taken as read. Please complete your electronic voting in respect of Ordinary Resolution 5. The final Ordinary Resolution. I propose Ordinal Resolution 6: The authorization to sign documents to give effect to resolutions, which is taken as read. Please complete your voting in respect of Ordinary Resolution 6. Let us now move to Special Resolutions. Special Resolution #1: General authority to buyback shares. I propose Special Resolution 1, the general authority to acquire up to 10% of the company's issued ordinary shares as set out in the notice of the AGM, which is taken as read. Please complete your voting in respect of Special Resolution 1. Special Resolution #2: Non-Executive Directors' remuneration. I propose Special Resolution 2, the remuneration payable to Non-Executive Directors is set out in the notice of the AGM, which is taken as read. Please complete your voting in respect of Special Resolution 2. Special Resolution #3: Financial Assistance. I propose Special Resolution 3, the approval of the granting of financial assistance in terms of Sections 44 and 45 of the Companies Act of South Africa as set out in the notice of the AGM, which is taken as read. Please complete your voting in terms of Special Resolution 3. We now move to the question-and-answer session. I will now hand over to Francois to lead the Q&A session. Thank you.

Thank you, Sango. In terms of the Q&A, we will start with the questions received in advance of the AGM, followed by the questions submitted via the chat function. We will then open the line for questions; and finally, we will conclude with questions from those in the room today. [Operator Instructions] Let's start with the questions received ahead of the AGM. Question #1: What does the impact of the markets, for example, the softening of prices mean for Thungela?

Thank you very much, Francois. I think before I give over to the CEO to expand on this, it is a known fact that we are in the mining industry and by its nature, from time-to-time commodities are up, sometimes they are down. And our organization understands that very, very well, and gears itself for the good times and for the lean times. But let me give over to the CEO to expand on that matter. CEO?

Thanks, Chair. You're right. I mean, mining by its very nature, commodity prices go through cycles. And the way you set up your business is to be to generate returns through the cycle. And you want to have a portfolio of assets that are competitive through that cycle. And that is part of the reason why the investments that we have had to do in the business is to ensure that we've got a competitive portfolio, not just for today, but for the future. The 2 investments that we have made and announced in Elders and Zibulo North Shaft are intended to ensure that our portfolio remains in the right part of the cost curve, so that we can continue to generate cash flows even through the bottom cycle.

Thank you very much. Question #2: On the share buyback, if the resolution passes today, will you complete the ZAR 500 million or will you start a new program?

Thank you very much. And thanks again to the shareholders last year for giving us the opportunity as part of our capital allocation to look into that matter, as we consider the interests of all our shareholders all over the world. We will understand that a resolution of that nature is valid for up until today, and therefore, that is why we indicated how much we have been buying back up to today. There is a resolution, obviously also today, and we hope that shareholders will approve that resolution also. It is indeed our interests and in our planning that we continue to consider share buyback as part of our capital allocation. But that is done, Board after it has received any mandate from the shareholders. It does that, considering a whole host of factors. It doesn't mean because we have received a resolution to buyback shares that it shall be done. It shall be done in a manner that is responsible and which is guided by all the relevant controls. Thank you very much.

Let's now go to the questions submitted via the chat. So the first question I have comes from [ Yevan Stupak ]. The first question is, does the company intend canceling the shares it has recently bought back and held as treasury shares?

Okay. I don't know if you want -- let's take that. Okay. Probably CEO, whether you will -- our CFO will want to respond on that or the Company Secretary. I will give over to you, colleagues. Yes. But I think we need to all understand the question. One of the things we manage as a Board is the amount of the shares we buyback. There are certain limits which are set so that at the end of the day, we operate within those parameters. But CFO would you like to [ comment? ]

Yevan, thanks very much for your question. The answer is that the share buyback was executed in a subsidiary entity, not in Thungela Resources Limited, which is the listed entity. So there's a bit of a process in order to extract those shares out of the subsidiary in time and put it into Thungela Limited, where it is potentially able to be canceled, so that -- the decision on the process and the timing has not yet been made. But long term, that's certainly the intent.

The second question from Yevan is, why did the company only utilize less than 1/3 the 10% allocation for share buybacks this last financial year? And does the company intend to increase the amount of shares repurchased closer to the 10% allocation if approved in this year, all things being equal?

Yes. Again, [ Computershare ] I will ask the CFO to also who's a Board member by the way to also respond on that issue. But I think it's important, as I said, the fact that you have the mandate, you have to look at all other factors which must be very accretive to the shareholders were to exercise the buyback. It would be responsible of the Board merely to buy shares just because there is a mandate. But CFO?

Thank you, Chair. Yes. As the Chair has highlighted, Yevan, those are some of the larger considerations around the quantum. If you had dialed into the year-end results during the announcement, you might have recalled that what the Board did is considered the overarching liquidity of the company, the cash that it generated and how to allocate that cash. And in that broader cash allocation, you might recall that we allocated, as the Chair mentioned earlier, ZAR 3.3 billion to be returned to shareholders. And the only question was the mechanism to do so. And it was decided that ZAR 2.8 billion in total for last year would make its way back to shareholders by way of ordinary dividends and that the ZAR 500 million -- or up to ZAR 500 million would make its way back to shareholders through a share buyback. And as the Chair highlighted a bit earlier on today in relation to an earlier online question that the Board will continue to assess the appropriateness of that balance between dividends and buybacks and whether or not to continue with that program based on various market and other factors. And that decision is clearly hinges on the vote that we put to shareholders today in relation to authority to continue to buyback our shares.

Thank you, Deon. The third question comes from [ Asif Muhammad ]. Thungela published the methodology of pay ratio in its Integrated Annual Report. Why does it not publish the pay ratio and gender pay gap by major geographic segment? In equality, Chairperson is a growing local and global risk.

The question is also talking about the gender payback by geographic area. And I presume that talks to between different countries. And I'm sure CEO, you want to comment that because you've been a single geographic country for quite some time. So...

Yes. I guess up and until now, we've been a single geography, single country company. And therefore, the comparison across geographies would not be appropriate. But again, now we have got a business in Australia -- but it's important that as we consider these comparisons that we don't assume that we have got a single pay structure across all geographies because the economic conditions in the different geographies are different is something that you're going to spend time understanding, and what the appropriate comparisons are on a go-forward basis, and then we decide what the right disclosures are.

Asif I saw the Chair of from Remuneration Committee nodding when you asked the question, and so he is probably proposing that he will put that on his first agenda. But thank you very much for the question. I hope it's covered.

Next question comes from [ Mkhululi Ncube ] from the ESG Insight SA on behalf of various pension funds. On the remuneration policy, business segment of the STI is difficult to assess as no set targets have been disclosed. Performance against targets are unclear. Individual performance segment is vague with no specific targets and only a general discussion on performance during the year being provided. Can the Chair of the RemCo respond to these comments?

Thank you very much. So I don't know if you want to do the introduction and then the Chair can come in and -- I don't know, Chair, if you want to?

I'll do the intro, and then I'll hand over to the Chairman of the Remuneration and HR Committee. The targets for STI are very detailed and numeric, and the Board does look at these targets on a quarterly basis and the Remuneration Committee does measure the performance against those targets rather than just generic measures. That is the decision on which the STI is decided. Chair?

Yes. Thanks. Thanks for the question. I thought you handled it very well. Maybe the comfort is we run a very robust process as a Board in terms of translating the output of our strategic process into clear and measurable objective business KPIs that we -- as the CEO said, monitor on a quarterly basis. It's weighted, it's very clear and clearly becomes the basis of the payout that we apply in the business.

Thank you Ben and thank you CEO. A last question from the same caller. Logistic challenges. The company has suffered immeasurably for Transnet rail's shortcomings. Besides just talks and discussions, what financial recourse against Transnet does the company have to recover losses from these shortcomings?

The long term agreement does provide for take or pay obligations both on the part of the state-owned enterprise and assets customers. Having said that, I mean, the content of those agreements are confidential. Safe to say that the agreement does provide for force majeure conditions where one party is unable to fulfill their obligations. So yes, there are financial provisions to be able to claim against the other, but they are limited by force majeure provisions within those contracts.

Thank you, CEO. We've now completed the questions online. We will now move to the -- sorry, on via the chat function, and I'll move to questions on the line. Operator, are there any questions online?

There are no questions on the phone at this time.

Thank you very much. Finally, let's move to the questions in the room. Please can I ask those present wishing to ask a question to raise their hand and we will send the roving microphone to you.

Good morning. My name is Emma Schuster. I'm from Just Share. And my questions -- I've got 2 questions there about Thungela's climate strategy. The first one is about Scope 3 emissions. So although Thungela has improved its scope through reporting, it has still not yet set any Scope 3 targets before 2050, despite these emissions constituting 98% of Thungela's emissions. The science-based target initiative requires companies to set at least one near-term science-based Scope 3 target, when Scope 3 emissions make up 40% or more of its total emissions in order to have a credible climate strategy. So until Thungela has set a Scope 3 target, it does not have a credible emissions reduction strategy aligned with science or global best practice. What is Thungela's envisaged time frame within which it will set Scope 3 targets aligned with the [ Paris ] goals and a strategy to achieve these targets? My next question is about carbon capture and storage. So throughout your reporting, Thungela refers to CCS as a key to its decarbonization strategy. But despite decades of experimentation and huge financial expenditure, none of the many CCS pilot projects anywhere in the world has been successful in the development of commercially viable CCS at scale. While Thungela reports that the capture capacity of CCS projects in development, in construction or operating has increased, the reality is that commercial CCS projects running today still only capture about 0.1% of fossil fuel emissions globally. So what is Thungela's expected CapEx investment for CCS technology? And in what time frame? And how does this compare to CapEx allocated to other elements of your decarbonization plan?

Thank you very much from Just Share that questions, I will just make a remark on the first one more dealing with Scope 3, and I will ask the CEO and maybe any of the other colleagues. CEO might want to ask to respond to expand on both the first one and the one on carbon capture. I think, it's -- I mean, it's a well-known fact that we have published our path to net 0, which takes us to 2050. We have also indicated where we want to be by 2030. And it's quite clear in various reports which we have published, how we intend to get to there. Some of it is really going to be around mine closures. It's also going to be around renewable energy initiatives, which we have and some of them will be coming up around 2025. So we have a journey in terms of all of that. And we have indicated quite clearly on where we will be in Scope 1 and 2. And to state the obvious, a significant part of our Scope 3 obviously depends on the users of our product. And that's where then I would like the CEO just to take over from there, and obviously just add in terms of that and if you don't mind, CEO, just also to proceed on the carbon capture.

Thank you, Chair. I guess it's important that we revisit what we announced and what we -- and reaffirm what we said at the time of the announcement. We said we've got very clear targets of what we want to get to by 2030 and the investments that are required to do so, that we're making progress in Scope 1, Scope 2. And I think it's important that we demonstrate credibility by actually investing in the things that we said we would. And you'll see that the, for instance, the renewable project that we said we'll do by the end of this year, we will be commissioning by the end of this year. In terms of tackling Scope 1 and Scope 2. The Chairman is right in saying that at the time we said we're taking a scenario-based view to understand what is the right timing for us to actually commit to a Scope 3, We did however recognize that some of the Scope 3 is going to be related to mine closures where we will not be replacing those tonnages. And again, those -- we'll be fleshing out the timing of those closures probably in the coming cycle in terms of what we need to do. What we would like to avoid doing is committing to society, targets for the sake of committing, targets that we will not be able to meet. And that's why we are being very deliberate and rigorous in terms of our thought process, both in terms of timing and quantum of what we can impact. Your question on CCUS is related to the Chairman's last comment that the 98% that we're referring to is predominantly on the consumers of our product. And we did say at the time we announced pathway to net 0, that it is subject to the needs of the markets and countries within which we operate, and therefore the development that we monitor and investments that we see are in those consuming nations. And I must say that one has to be objective and recognize that the development of technology, by its very nature, at the beginning quite often doesn't look economic. But you got to invest in it if you have got belief and commitment, just like the renewable technologies. If you go 50, 40 years ago, turbines and solar panels were not economic. They had to be subsidized to come down the commercial scale. And equally, CCUS is one of those technologies that is going to require continued investment and support among other technologies, such as high efficient, low emission technologies. We're going to need all these technologies, rather than some, but not the others. And what we are seeing certainly from a vantage point of view, is that there's continued investment in CCUS. And in China, for instance, there's quite a few of them that are already being invested in combination with alternative uses of coal. And we think these are quite important developments, and these are developments that we monitor and continue to support. But clearly, at this stage, we do not believe that as a Board, we have got the wherewithal, no means to begin to allocate capital to CCUS ourselves, because we are not consumers of coal necessarily. But we need to see how these technologies develop, and then we can decide what role we can play. And that's why our strategy is a scenario-based strategy, to allow us to know when do we need to play what role but allow us to walk the journey.

Thank you. Are there any more questions?

Robyn Hugo also from Just Share. Yes. And my questions are actually about the Scope 1 and 2 emissions. So last year you indicated that your targets to reduce Scope 1 and 2 emissions by 2030 applied to existing operations. And you stated that once Thungela had closed the Ensham mine transaction, you would update your baseline and include initiatives to decarbonize the Ensham operations in this current reporting cycle. That acquisition was completed in September, last year. But in your current annual reports, Thungela has still excluded Ensham. So we wanted to know why wasn't it possible to meet the commitment you made last year about including Ensham in this year's reports? And then to better understand, could you clarify whether you still intend to amend your 2021 target baseline as if you already owned Ensham then? And is that the same approach that you will take to other new projects, like the Lephalale coal bed methane project, for which a feasibility study commenced last year? That's my first question.

Would you like Robyn -- but I don't know how many questions you have. Yes, why don't you say also the other ones so that we can address both if we can?

Certainly. The second question is about tabling of resolutions. Earlier this year, Just Share, Aeon Investment Management and Fossil Free South Africa, as you know, filed a climate-related shareholder resolution at Thungela. You once again declined to table the resolution indicating that the tabling of any such resolution for a vote, falls "exclusively within the power and discretion of the Board of Directors." Given your ongoing refusal to table any climate-related shareholder resolutions proposed by shareholders, we wanted to know whether you would commit to tabling a say on climate resolution at next year's AGM, so that your shareholders can have an opportunity to have their say on your climate strategy, which is now a standard practice at fossil fuel companies around the world?

The CEO will take the first part and the Company Secretary will take the second part.

The answer to your question on Ensham is actually quite a simple one. We closed the transaction 1 September, and that's the first time we actually got keys to the mine. It's quite simple to think that every mine reports exactly the same way and that the data is complete and that you can understand what the baselines are. It's not as simple as that. So we've taken time to really begin to understand the data, but also to understand that data in the context of the legal requirements in Australia. And therefore what it is that we need to do as we develop the pathway to net 0. It's not just a matter of, oh, this is the baseline, let's put it into 2021 and therefore this is the target. And you would have noticed that when we reported, we said we have excluded Ensham data whilst we standardizing that data to Thungela's standards, so that actually we can report it in a meaningful way, in a way that our stakeholders find useful. So it's not because we just didn't want to meet our commitments, just a case of the timing at which we completed the transaction.

And then the tabling of the resolution. I think Robyn's touched basically on what I was going to say in that we do review all correspondence received from shareholders and respond appropriately as deemed necessary. With regards to the nontabling of the resolution, according to Section 653 of the Companies Act, any 2 shareholders of a company may propose a resolution concerning any matter in respect of which they are each entitled to exercise voting rights. This empowers shareholders to table for resolution any matters which they have a legal right to determine via vote. It does not, however, confer right on shareholders to place other subject matters for a vote, whether or not such matters is expressed to be binding. The tabling of such proposal for a vote thus falls exclusively within the power and discretion of the Board of Directors. With regards to the second part of your question about whether we'll include something next year, CEO, I'm going to have to hand over to you, if you want to...

I think Company Secretary you're right, but just to comment, Robyn, on just on the 2. Just on Ensham, really, the amount of [ work ] the executives have been, it's the same executives who must still continue to run the business in South Africa for the benefit of all the stakeholders. And therefore all the issues, I think, are quite prioritized. But they were the ones which had very tight deadlines which had to be done. So I would like us to take it in that context of between September and December, which is our year-end. I think, on the other issue, Robyn, I think, as the Company Secretary says, I guess it might be a little bit unfair for the Company Secretary to say, well, the matter will be on the agenda now. I guess the question is always, the Company Secretary submits these matters to the Board, and the Board then would apply the mind, as it does all the time. So thank you very much.

If I may, just follow-up. Yes, I completely understand we have a different legal interpretation of the shareholders' right. So the question was about whether Thungela itself would table a resolution. And I think the answer is, you can't comment on that either. But if I just may go back to the second part of the first question, I understand, I hear your answer and I appreciate and understand why Ensham wasn't included. But the baseline will other project also be, will they be included in the 2021 baseline or not, like Lephalale, like Ensham? Or will they be excluded from the baseline?

It's quite an interesting -- it's pointless to keep going to 2021. Let's take Lephalale, for instance, we might build the gas projects, say, in 2030. What would be the point of going back to amend 2021. I think what you want to do is when you've got a project, is to say, how do we then mitigate the climate-related risks associated with this particular project? And you do what is right for that project. I think, what you would recall we said, because that's an important consideration here, other than the gas project, which might be in a slightly different context. We said as we evaluate our investments, we're going to primarily focus on existing carbon units rather than create new carbon units. And the reason for that was so that actually, if we wanted to amend the baseline, actually, it's pretty straightforward, because it already existed in that instance we can actually do that. But if it didn't exist, I mean, that will look kind of an oxymoron to then say, theoretically, in 2021, this would have been this. So we would have to do what is right for that particular circumstance, I think.

Thank you. Are there any more questions in the room? Then that concludes the Q&A session. So back to you, Sango.

Thank you very much, Francois. Thank you. Electronic voting is now closed. We will now take a 5-minute recess to allow a telling of the votes. When we come back, Francois will present the results. Thank you. Let's adjourn for now. Thank you. [Break] [Video Presentation]

Welcome back, everyone. Thank you to everyone for submitting your votes. Herewith the results of today's resolutions. Okay. So Ordinary Resolution #1 was passed with a 98% rate. Ordinary Resolution 2.1 was passed with a 93% voting rate. Ordinary Resolution #2.2 was past for the 99% rate. Ordinary Resolution 3.1 was passed by 99.7% rate. 3.3 was passed by 99.15% rate. 4.1 on the Remuneration Policy, 96.3% passed. 4.2 and 94.38% passed. Ordinary Resolution #5 was not passed at only 48.3%. Ordinary Resolution #6 was passed at 100%, although 3,000 people -- 3,000 votes was against it. Special Resolution #1 was passed at 100%; Special Resolution 2 was passed at 97%; and Special Resolution #3 was passed at 97%. Back to Sango for closing remarks. Thank you.

Thank you, Francois. Thank you very much. Operating in an environment [Technical Difficulty] challenges, Thungela enters 2024 as an International long life business with a robust financial position, which will allow us to take advantage of strong coal market fundamentals. We are confident that this position, together with a continued commitment to good governance and value creation for a shared future, will deliver consistent returns to shareholders in the long term. As we close out our AGM, I would like to thank my fellow Board members for their leadership and vision over the past 12 months. On behalf of the Board, I extend my sincere gratitude to the Thungela Executives, Executive Committee and an amazing team of colleagues who have built the company in a short space of time into an international coal company we are all proud of today. I wish to express our profound gratitude to the communities and stakeholders who play a pivotal role in the success of our business. Our operations are intricately woven into the fabric of the communities we serve, and we recognize that our achievements are made possible through the meaningful partnerships and relationships we have forged. Finally, a heartfelt thank you to you, our shareholders, for the trust that you have placed in our business. And in this regard, I would like to acknowledge the fact that even on a resolution which did not pass, we do thank the shareholders for voting those who voted and those who voted against it, against us -- against it. It is one of the issues which the Board will continue to look at is to aligning ourselves with the interest of the shareholders and listening to what the shareholders are saying. Thank you for your attendance this afternoon. As all the business of this meeting has been concluded, this meeting is now closed. Please join us for a light lunch. Thank you. The meeting is ended.