Wilson Bayly Holmes-Ovcon Limited (WQ9.F) Earnings Call Transcript & Summary

November 21, 2024

Frankfurt Stock Exchange DE Industrials Construction and Engineering shareholder_meeting 7 min

Earnings Call Speaker Segments

Elia Nel

executive
#1

Good morning, ladies and gentlemen. My name is Louwtjie Nel, Chairman of the Board of Directors of Wilson Bayly Holmes-Ovcon Limited. Welcome to our 42nd Annual General Meeting of Shareholders. Our chairpersons of various board committees are present at this meeting as well as our group company's secretary, Donna Msiska. Our auditors, PwC Incorporated, are also present, represented by Mr. [indiscernible] Audit Partner. The quorum is present and this meeting is properly constituted. The notice of this meeting was made available to the shareholders from the 18th of October 2024 in compliance with our MOI, the Companies Act and the JSE's Listing Requirements. The minutes from our previous AGM held on the 23rd of November 2023 have been approved by the Board of Directors and are available for review by the shareholders. We shall now proceed with the business of today's meeting. The proceedings will be in accordance with our MOI, the Companies Act and the JSE's Listing Requirements. Voting in respect of this meeting shall proceed by way of a poll conducted electronically through the SmartAGM portal. For the purpose of the poll, I nominate a representative of the transfer secretaries, JSE Investor Services, who is present at this meeting to act as scrutineers. All proposed resolutions have been seconded by Donna. I will now open the voting lines on the electronic portal and voting can be performed at any time during the meeting until I close the last resolution. We will allow all questions after I've tabled the last resolution on the agenda. However, you should be able to send messages and view the webcast whilst the polls are open. I will now deal with each resolution. So the first item on the agenda is to note and take the following reports as read: The audited financial -- annual financial statements of the company and its subsidiaries as approved by the Board for the year ended 30 June, 2024, including the Directors' reports, the Audit Committee report and the Social and Ethics Committee report contained in the 2024 Integrated Annual Report. The second item is to approve the following ordinary resolutions: Ordinary Resolutions #1 to #3, all inclusive, which relates to the election of Directors. Ordinary Resolution #4. Reappointment of independent external auditors. Ordinary Resolutions #5 to #8. Election of Audit Committee members and the Chairman of the Audit Committee. Ordinary Resolution #9. The endorsement of the company's remuneration policy. Ordinary Resolution #10. The endorsement of the company's implementation report. Ordinary Resolution #11. The general authority to the Directors to allot and issue authorized but unissued ordinary shares. And the last Ordinary Resolution #12 is the general authority to implement the resolutions passed at this AGM. You may complete your votes with respect to Ordinary Resolutions numbers 1 to 12. The last item on the agenda relates to the approval of the following special resolutions: Special Resolution #1 is the remuneration of our Non-Executive Directors. Special Resolution #2. General authority to provide financial assistance to Directors, prescribed offices, employee share scheme beneficiaries and related interrelated companies. Special Resolution #3 is the general authority to repurchase company shares. You may now complete your votes with respective of these Special resolutions numbers 1 to 3. We shall now transact any other business as raised by shareholders. Donna, if any questions be raised pursuant to these resolutions tabled today?

Donnafeg Msiska

executive
#2

Just refreshing, but so far, none. No questions have been raised.

Elia Nel

executive
#3

No questions have been raised. So that is not being received either of any other business, so this concludes the matters upon which we were required to vote. I will now allow any questions in accordance with the tabled resolutions before we close the voting platform. Again, nothing?

Donnafeg Msiska

executive
#4

No.

Elia Nel

executive
#5

No questions? Thank you. Shareholders, I now close the voting platform and the results will be presented shortly. Ladies and gentlemen, I declare that all the ordinary and special resolutions were passed with a requisite majority. A full report will be released on SENS later today. So in closing and thanks, as you might have read the SENS, dated 18 October 2024, I have retired as the Chairman of the Board. So this is my last official meeting. And I'd like to thanks the shareholders for their continued support during my tenure as the Chairman as well as the Board of Directors of WBHO for all their support and the executive management. Thank you. I think that deals with all the business on the agenda, and I declare the meeting close, and thank you all for your attendance. Bye-bye.

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