Truworths International Limited (TRU) Earnings Call Transcript & Summary

Good morning, everybody. It's my pleasure to welcome you to this AGM being the 24th since the company listed in May 1998. For the convenience of our shareholders, the meeting is being held through electronic participation as provided by the JSE, the Companies Act and the company's MOI. Any shareholder or appointed proxy or representative attending the meeting is eligible to ask questions. [Operator Instructions]. The listing requirements of the JSE as well as the Companies Act and the Memorandum of Incorporation, the company set a quorum of at least 3 members present in person or represented voting at least 25% of the issued shares or voting rights. At least 12 members are in attendance or represented, and at least 73% of the company's issued shares is represented, this quorum has been achieved. As 15 days business has been given as required by the company's MOI, the meeting has been properly constituted. The number of votes that can be cast at this meeting is [ 368,606,629 ] which equals the number of the company's issued shares less repurchase and scheme shares held by the group. The number of votes actually represented at the meeting is at least 299,720,165, representing at least 81% of the total that could be cast. Including -- included in this number are 297,387,232 votes reflected on proxy forms executed by shareholders in my favor. If I can just ask the secretary at this point in time if there are any [ apologies ] from any shareholders. Chris? I'm not aware of anybody. All right. We'll continue. Voting on all resolutions proposed at this meeting will be conducted by way of a poll. I nominate as representative of Computershare to act as the scrutineers. Please note that only shareholders who are in possession of a valid proxy form, which may have been filed in accordance with the notice of the meeting, or shareholders who are reflected on the share register or in possession of a written letter of representation are entitled to ask questions and vote at this meeting. Any person not entitled may however ask questions after the conclusion of the meeting. I will now open the voting on all resolutions. Once the voting has opened, would you please click on the vote icon on the top of your screen. The resolution voting options will appear. To vote, simply select your voting direction from the options shown on the screen. Your vote -- once your vote has been cast, when the green tick peers. If you would like to change your vote, please select where it says change your vote. Voting can be performed at any time during the meeting until I close the voting of the resolutions. At that point in time, your last chance will be submitted. You will still be able to send messages and view the web as long as the poll is open. I will announce the results of the voting at the end of the meeting. The notice of this meeting was published on our website and mailed to shareholders who have so elected on 30 September 2022 in conjunction with the publication of the group's [ 2002 ] report leaflet on the group's website. I therefore propose that this be taken as read. I will sign this minutes as a true record of the meeting. Item #1 on the agenda is the group's 2022 audited annual financial statements, including the Independent Auditor's Report, Directors' Report, the Audit Report, which were published on the group's website on the 1st of September 2022. And the summary was included in both our 2022 integrated annual report and our website, which were posted on the 30th of September 2022, and in our 2022 preliminary report leaflet which was posted to shareholders at that time. Item #1 on the agenda is the adoption of these financial statements. If there are any questions arising specifically from these financial statements, I or one of my Board colleagues will be happy to respond on. Questions of a more general nature will be dealt with the end of the formal business of the meeting. Are there any questions in respect to the financial statements?

No questions, too.

Thank you very much. I propose that the 2022 audited annual financial statements of the group and the company be adopted. Would you kindly report your votes on Item #1 on the voting platform? Agenda item #2 is in regard to the election and reelection of members of the board, Mrs. R.G. Dows, R.J.A Sparks, J.H.W Hawinkels, and Ms. A.M.S.S. Mokgabudi retire as directors in accordance with the company's MOI being eligible and have offered themselves for reelection. A brief resume is contained in the notice of the meeting. I propose that by separate resolutions, Mrs. Dows, Sparks, Hawinkels, an Ms Mokgabudi be reelected as directors of the company. Would you kindly record your votes on icons number 2.1, 2.2, 2.3 and 2.4 on the voting platform. [Voting]

Item #3 on the agenda attends to grant the directors of general authority, which shall be limited in aggregate to 5% of the company's shares in issue at the 3rd of July 2022 over both the unissued and the repurchased shares of the company until the following AGM. This limited authority is only for the purpose of allotting of selling such shares in conjunction with an acquisition or empowerment transaction or share scheme award by the group [ and for other ] purpose. The terms and reason and the effects of this order resolution are set out in the notice of the meeting. I propose that the company's directors be granted this authority and note that it is subject to statutory and regulatory conditions as set out in the notice. Would you kindly record your votes on Item 3 of the voting platform? [Voting]

Item #4 on the agenda is regard to a special resolution to give the directors a limited mandate in regard to the acquisition of its own shares -- of the company's own shares. Item #4 on the agenda proposes to obtain shareholder authority by special resolution for the company or its subsidiaries to be able to acquire the 10% of the company's shares in issue at the 3rd of July 2022. The terms and reason and the effects of this special resolution are set out in the notice of the meeting. I would advise that before any transaction take place in terms of the authority above, the directors will perform what's necessary to conclude the group has sufficient working capital to effect the repurchases and to conclude that the company will satisfy the statutory and solvency and liquidity test after such repurchases. I therefore propose that the company be generally authorized to acquire up to 10% of the company's shares on issue at 3rd of July 2022 on the terms and conditions recorded in the notice. Would you kindly record your vote on Item 4 of the voting platform? [Voting]

Agenda Item #5 deals with the election of the company's independent auditors for the 2023 financial year. For information purposes, I would like to state that the Board undertook a process to change auditor given the implementation of mandatory auditor rotation. However, it has been decided that it would be premature to make such a change in 2023. The Board is resolving to retain auditor and appoint Deloitte & Touche to reflect on 2024 financial year has confirmed its satisfaction with Ernst & Young's independence, confidence and service levels. The board, therefore, recommends that Ernst & Young Incorporated, represented by Mr. [indiscernible], a partner of that firm, be reelected as the group's auditor for the 2023 financial year, and that the Audit Committee be authorized to determine the terms of the engagement and the fees. The terms, reasons for, and the effect of this [ resolution ] are set out in the notice of meeting. I propose that this resolution be adopted. Would you kindly report your votes on Item #5 on the voting platform? [Voting]

The next item is agenda Item #6, which is to approve by special resolution the proposed fees for the nonexecutive directors for their services as directors for the year commencing 1st January 2023 to 31 December 2023. The fees in question are set out in the Notice to the Annual General Meeting and in the 2022 Preliminarily Report leaflet. I propose that by separate special resolution, the fees in question be adopted. Would you kindly record your votes on items 6.1 to 6.11 on the voting platform? [Voting]

Item #7 on the agenda is to confirm by separate resolutions the appointment of qualifying independent nonexecutive directors to the company's Audit Committee for the period until the next annual general meeting. The directors in question are Mrs. Sparks, Mrs. Dawn Earp, and Mr. Mokgabudi, and details of their experience, qualification and financial literacy are given in the company's integrated and corporate governance reports. I propose that by separate resolution, the 3 directors in question be appointed to the company's Audit Committee. Would you kindly finally perform your votes at items 7.1, 7.2 and 7.3 on the voting platform? [Voting]

The next item on the agenda is Item #8, which is to approve by way of a separate nonbinding advisory votes in terms of key 4 principles and the JSE listing requirements, the group's remuneration policy and implementation report as set out on Pages 46 to 50 of the group's 2022 Integrated Report. I propose that these resolutions be duly adopted. Would you kindly report your votes on Items 8.1 and 8.2 of the voting platform? I advise that votes recorded against either of these resolutions will equal or exceed 25%, the Board will publish a SENS announcement detailing he date, time and manner of which we'll engage with those shareholders who voted against the resolution and we'll publish the outcomes of such engagement in due course. [Voting]

The next item on the agenda is to consider and approve the report of the company's Social and Ethics Committee as published on the group's website for the period ended 3rd July 2022. The report has been made available on the Computershare Summit portal. I propose that this report be adopted. Would you kindly record your votes on Item #9 on the voting platform? [Voting]

At this point in time, I would like to hand over the chairmanship of the meeting for the agenda item 10 to our CEO, Mr. Mark.

Thank you, Mr. Chairman. Agenda Item 10, to confirm the appointment of the qualifying directors to the Social and Ethics Committee for the period until the next annual general meeting. The next item of business is to confirm the appointment of the qualifying directors to the company's Social and Ethics Committee for the period of the next annual general meeting, subject where necessary to their reappointment as directors of the company. The directors are Mrs. T.F. Mosololi, E.F.P Cristaudo, H. Saven and Ms. Makanjee. I propose that by separate resolutions, all 4 members be appointed to the company's social and ethics committee. Kindly record your votes at Items 10.1, 10.2, 10.3 and 10.4 on the voting platform. [Voting]

I hereby hand chairmanship back to Mr. Saven for Item 11.

Thank you. The next item of business is to confirm our special resolution, the provision of intergroup financial assistance by the group to its subsidiaries. The terms, reasons for and the effects of this special revision are set out in the meeting notice. I propose that this resolution be duly adopted. Would you kindly record your votes at Item 11 on the voting platform? [Voting]

I would like to remind shareholders who have not yet voted to please cast their votes on the voting platform. Now that we've completed the formal business of the meeting as set out at in the letters, are there any other matters that anybody wish to raise, bearing in mind that no resolution may be considered under this item. We will, at this point in time, consider the questions posed by shareholders via the chat box and on the messaging screen on the portal. I will now hand over the meeting to our CEO, who will manage the Q&A process.

Thank you, Mr. Chairman. As far as I can see, there are still no questions on the portal. Questions may still be raised for the rest of the proceedings, or if not, at the end of the presentation, there is an e-mail address of our Investor Relations Committee, and any questions can be posed to them as well. As you can see, just peering on the screen now, and you're welcome during this presentation or afterwards to write any questions you wish to ask. But right now on the portal, there's no questions. Thank you, Mr. Chairman.

Thank you. We will now present the results of the voting of the resolutions put to the meeting. I think this may just take a few seconds for the scrutineers just to do so. So if we can just give them a couple of second, and then I'll declare the actual results. Okay. Thank you. If we can just scroll through it. So I think I'll go through them one by one. So Item #1 has been passed. Item #2.1, 2.2, 2.3, 2.4 has been passed. Item #4 has been passed. Item #5 has been passed. Item #6.1, 6.2, 6.3, 6.4, 6.5 have been passed. 6.6, 6.7, 6.8, 6.9, 6.10, 6.11 has been passed. Item 7.1 has been passed, 7.2 has been passed, 7.3 has been passed. Item 8.1 has been passed. Item 9 has been passed. 10.1 has been passed. 10.2 has been passed. 10.3 has been passed. 10.4 has been passed. And Item #11 has been passed. Am I correct in that all the resolutions have been passed, [indiscernible]?

That is correct, yes.

Okay. Thank you very much. As we have now attended to all matters, I would like to thank everybody for their attendance and declare the meeting closed. Thank you very much.