Ladies and gentlemen, it is my pleasure to welcome you all to the 25th annual general meeting of shareholders of EOH Holdings Limited. I also extend a welcome to my fellow directors and members of management present here today, and I would like to take this opportunity to introduce my fellow directors to you. In alphabetical order, the non-executive directors are Jesmane Boggenpoel and Mike Bosman. Sorry, he's not here. Bharti Harie, Andrew Marshall, Jabu Moleketi, Nosipho Molope, and Sipho Ngidi. The executive directors are Stephen van Coller, the Chief Executive Officer of the company. Marialet Greeff, the Interim Chief Financial Officer. As well as Fatima Newman, the Chief Risk Officer. I'd like to remind you that only shareholders may participate in the shareholders' meeting. Today, there are at least three shareholders present at the meeting, I'm advised, who are entitled to attend and vote, and sufficient persons are present at the meeting to exercise in aggregate at least 25% of the voting rights that are entitled to be exercised in respect of the matters to be decided on at today's meeting. Accordingly, I declare that the quorum in terms of the Companies Act and the company's Memorandum of Incorporation for the holding of this annual general meeting and the passing of the resolution set out in the notice of the annual general meeting is present, and I declare the meeting duly constituted. With regard to voting procedures, shareholders will be given the opportunity to put written questions relating to the business of the meeting at any time, and the questions will be answered after completion of voting on the resolutions. In accordance with the authority granted to me in terms of the Companies Act and the company's Memorandum of Incorporation, I direct that a poll will be taken on all the resolutions set out in the notice. Such poll voting shall be conducted entirely electronically, as contemplated in Section 63 of the Companies Act and the Memorandum of Incorporation. Through the electronic online facility provided by the transfer secretaries of the company, those being Computershare. For the purposes of the poll, I nominate a representative of the transfer secretaries present at this meeting to act as the scrutineers. I will now open the voting on the electronic online facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions. You will still be able to send messages and view the webcast while the poll is open. The results of all resolutions will be announced prior to the conclusion of the meeting. The representatives from Computershare are available for any assistance that you may require. In terms of the notice of the meeting, I refer you to the notice of the annual general meeting, which has been distributed to shareholders, and ask that we take the notice of the meeting as read. Is that agreed? Do I get agreement on this then? [crosstalk] Agreed. We shall now proceed with the business of the meeting. We start with the adoption of consolidated audited annual financial statements, the Audit Committee report, and the Social and Ethics Committee report. The audited annual financial statements of the company, incorporating the directors' report, the independent auditors' report, the report of the Audit Committee, and the report of the Social and Ethics and Transformation Committee for the financial year ending July 31, 2023, have been circulated to all shareholders. In this regard, I therefore move that they be taken as read. Is that agreed? Agreed. Thank you. We will now proceed with the voting on resolutions. Resolution number 1, which is in reference to the ratification and appointment of executive directors or an executive director. We shall now vote to confirm the appointment of Marialet Greeff as an executive director and Interim Chief Financial Officer with effect from November 1, 2023. I put the motion for the passing of ordinary resolution 1 for the ratification and appointment of Marialet Greeff as an Executive Director and Interim Chief Financial Officer. Kindly complete your electronic voting in respect of ordinary resolution number 1. I thank you, and I shall now move on to ordinary resolutions numbers 2.1 and 2.2. These are in reference to the re-election of independent non-executive directors. I refer you to the SENS announcement dated October 10th, 2023, wherein the company advised shareholders that Mr. Mike Bosman would be retiring from the board and will not be available for re-election with effect from the conclusion of this AGM. I therefore would like to take this opportunity to reiterate the board's appreciation to Mike for his invaluable contribution and guidance over his tenure, and we wish him every success in all his endeavors. Regarding the other two non-executive directors who are retiring by rotation, we shall vote by way of individual resolutions for their re-election. However, before we turn to the resolutions, I would like to address some concerns raised by shareholders regarding Nosipho Molope's attendance at board meetings during the financial year 2023 period. Nosipho has made an invaluable contribution to EOH since joining the board in 2021. During the last period, Nosipho attended all of the five planned statutory board meetings held, as well as 100% of her subcommittee meetings, which included the Audit Committee, Information and Technology Committee, as well as Social and Ethics Committee. In addition to these statutory meetings, I, as chairman of the company, called 10 ad hoc board meetings during the year. These were at very short notice and primarily related to our rights issue. Nosipho managed to attend five of these ad hoc meetings, but could not attend the other five due to having other commitments for when they were scheduled. Personally, I am very pleased with Nosipho's attendance and commitment to her role as a non-executive director, and I highly value her contributions. Her missing some of the ad hoc meetings called at short notice should therefore not impair anyone's assessment of her contribution, in my opinion. Having said that, I shall now move on to ordinary resolutions numbers 2.1 to 2.2. First one is I put the motion of the passing of Ordinary Resolution 2.1 for the re-election of Nosipho Molope as an Independent Non-Executive Director. Will you kindly complete your electronic voting in respect of Ordinary Resolution number 2.1? Secondly, I put the motion for the passing of Ordinary Resolution 2.2 for the re-election of Jesmane Boggenpoel as a Non-Executive Director. Again, will you kindly complete your electronic voting in respect of Ordinary Resolution number 2.2? I thank you. I shall now move on to ordinary resolutions numbers 3.1 to 3.2. The first of these is the appointment of Audit and Risk Committee members. We shall vote by way of individual resolutions for the appointment of the members of the Audit Committee. I put the motion for the passing of ordinary resolutions 3.1 for the appointment of Nosipho Molope as a member and chairman of the Audit and Risk Committee. Will you kindly complete your electronic voting in respect of ordinary resolution number 3.1? 3.2, I put the motion for the passing of ordinary resolution 3.2 for the appointment of Jesmane Boggenpoel as a member of the Audit Committee. Again, will you kindly complete your electronic voting in respect of ordinary resolution number 3.2? 3.3, I put the motion for the passing of the ordinary resolution 3.3 for the appointment of Andrew Marshall as a member of the Audit Committee. Kindly complete your electronic vote in respect of ordinary resolution number 3.3. I thank you. I shall now move on to ordinary resolution number 4, which refers to the appointment of independent external auditors. The Audit and Risk Committee, with the endorsement of the board, recommends the reappointment of PricewaterhouseCoopers as the group's external auditor, with Deckel as the individual registered auditor. I put the motion for the passing of ordinary resolution 4. Kindly complete your electronic voting in respect of ordinary resolution number 4. Again, I thank you. As I move on to ordinary resolutions numbers 5.1 and 5.2, which refer to the non-binding endorsement of the company's remuneration policy, as well as the remuneration implementation report. Ordinary resolution number 5.1 seeks the endorsement of the company's remuneration policy. Ordinary resolution number 5.2 seeks the endorsement of the company's remuneration implementation report. Should either resolution be voted against by 25% or more of the votes exercised, the company will invite dissenting shareholders to engage with the company so that their concerns and objections can be ascertained and addressed appropriately. At this point, I put the motion for the passing of ordinary resolution number 5.1 being the vote on the remuneration policy. Kindly complete your electronic voting in respect of ordinary resolution number 5.1. I put the motion for the passing of ordinary resolution number 5.2, which is a vote on the remuneration implementation report. Will you kindly complete your electronic vote in respect of ordinary resolution number 5.2? I thank you, and I move on to ordinary resolution number 6. Which resolution refers to the authority to issue shares for cash? In terms of the JSE listings requirements, in order for ordinary resolution number 6 to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders present in person or by proxy is required to pass this resolution. I now put the motion for the passing of ordinary resolution number 6. Kindly complete your electronic voting in respect of special resolution number 6. I thank you. I shall move on to ordinary resolution number 7, which refers to the signature of documents. The purpose of ordinary resolution number 7 is to authorize each director of the company or the company secretary individually to sign all such documents and do all such things as may be necessary for or incidental to the implementation of the resolutions as proposed at this annual general meeting. I thank you. I shall move on. Having wrapped up the ordinary resolutions, I shall then move on to the special resolutions. The first special resolution number 1 is with reference to the remuneration of the non-executive directors. Shareholder approval by way of a special resolution is required in terms of Section 66(9) of the Companies Act to approve the payment of remuneration to non-executive directors for their services for the period from February 1, 2024, to January 31, 2025, with a 6% increase. I now put the motion for the passing of the special resolution number 1. Will you kindly complete your electronic voting in respect of special resolution number 1? I then move on to special resolution number 2, which resolution refers to the general authority to acquire shares. Special resolution number 2 seeks approval to obtain an authority for and to authorize the company and the company's subsidiaries by way of a general authority to acquire up to 10% of the company's issued ordinary shares. It is the intention of the directors to use such authority should prevailing circumstances, in their opinion, warrant it. I now put for the passing of special resolution number 2. Again, will you kindly complete your electronic voting in respect of special resolution number 2? Special resolution number 3 refers to financial assistance in terms of Section 44 of the Companies Act. Shareholder approval by way of a special resolution is required in terms of Section 44 of the Companies Act for the company to provide financial assistance by way of a loan, guarantee, the provision of security, or otherwise to its subsidiaries and interrelated companies. Of course, excluding directors, prescribed officers, or any related person. This will be for the purpose of subscriptions to any options or securities, subject to the terms and conditions of Section 44 of the Companies Act. I now put the motion for the passing of special resolution number 3. Kindly complete your electronic vote in respect of special resolution number 3. The next special resolution, number 4, is in reference to financial assistance in terms of Section 45 of the Companies Act. Shareholder approval by way of a special resolution is required in terms of Section 45 of the Companies Act for the company to provide any direct or indirect financial assistance, which includes lending money, guaranteeing a loan or other obligation, and securing any debt or obligation to related or interrelated companies or corporations, excluding to any director or prescribed officer of the company or any related person. This, of course, is subject to the conditions of Section 45 of the Companies Act. I now put the motion for the passing of special resolution number 4. Will you kindly complete your electronic voting in respect of special resolution number 4? That concludes the resolutions and the voting on the resolutions. Let me take this opportunity, questions while you complete your voting. I'll ask the company secretary to put up the questions and lead us through to answering them. No questions seem to have come in. We can maybe give it a minute or two and see if anything else comes in for us to address. Thank you. Just pause for maybe a minute. In that regard, the voting will now be closed. Still no questions have come in, Chair. Okay. Okay, so please allow a few minutes while the scrutineers count the votes. You'll tell me when you are ready to conclude the vote. Yes, Chair. Yes, Chair. We've just noticed that there is a question. Do you first wanna deal with the question before we do the vote, the results? I was advised there are no questions. That was a late one that came in now. Okay. What is that question, Pevo? Policy, Chair, just came in. "I would like to raise concerns as to the ethics EOH Code of Conduct 2019 and the mere legal compliance of a full subsidiary of EOH. I would appreciate it if you could allow me to raise issues in this AGM for the board of directors and specifically to the CEO, Mr. Stephen van Coller, as a PRECCA Section 34(4) person in a position of authority should address." Chair, I'd like to just note that this particular question is not in respect of any matters that have been presented to shareholders to vote in this AGM and therefore does not fall within the scope of this AGM. Okay. In that regard, therefore, we will not be dealing with that question. [crosstalk] If that particular person wants to ask questions they can ask the questions directly of the CEO of the company. There are no further questions, Chair. Thank you. Scrutineers, you'll advise me when you're ready with the results. Yes, Chair. The results are currently on the screen. Okay. Just go through all of these. Yeah. Can you just scroll down through all of them? Yeah. Just scroll down, please. Okay. Carry on. Just hang on. Okay. I take it that all resolutions have been passed. Except... Except for two. Those being the Special Resolution regarding the remuneration of Non-Executive Directors, one. Two, the general authority to acquire shares. Those are the only two that were not passed by shareholders or failed to pass the vote by shareholders. Can we take that as noted? Yes, Chair. Okay. Just also to mention that the non-bindings have not reached the 75% threshold, and that you need to engage with the shareholders. Although they haven't reached the 75% threshold. Yeah. Okay. Noted. Well, ladies and gentlemen, that concludes our meeting for today, and I'd like to thank all of you for your attendance and your participation. Therefore, I adjourn this meeting, this annual general meeting. I thank you all for attending.
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