Good day, ladies and gentlemen. I am Ian Jacobs, Chairperson of MiX Telematics, and I welcome you to the 2023 Annual General Meeting of MiX Telematics. The quorum requirements for this meeting are that at least three members entitled to vote are present in person or represented at this meeting, and in addition, at least 25% of the issued share capital is to be represented. It is now 8:30 A.M. Eastern Time. As a quorum of members is personally present, I accordingly declare the meeting properly constituted. I'm pleased to extend a warm welcome to our shareholders who are participating through our online meeting platform. I'd like to start by introducing my fellow directors: Stefan Joselowitz, Charles Tasker, Richard Bruyns, Fikile Futwa, Charmel Flemming, and Paul Dell. Both Fikile and Charmel will be available to answer any queries on the Audit and Risk Committee report and the Social and Ethics Committee report, respectively. Shareholders refer to the notice of the annual meeting published on Friday, July 28th, 2023, as part of our proxy statement. The record date for shareholders entitled to receive notice of the annual meeting, as determined by the board, was at the close of business on Friday, July 21st, 2023. The record date for shareholders entitled to participate in and vote at the annual meeting or any continuation, postponement, or adjournment thereof, as determined by the board, was Friday, September 1st, 2023. The American Depositary share record date for the annual meeting was Tuesday, August 29th, 2023. The notice of annual meeting is contained in the MiX Telematics proxy statement, contains full details of the ordinary and special resolutions to be considered at this meeting, as well as the directors' report, Social and Ethics Committee report, and Audit Committee report. While the MiX Telematics Group and Company IFRS annual financial statements for the fiscal year ended March 31st, 2023, as referenced in the notice convening the meeting, was published on May 25th, 2023. I propose that the notice be taken as read. Are there any objections to this procedure? Thank you. In terms of the provisions of the company's memorandum of incorporation, voting shall proceed by way of a poll. Any undirected proxy votes given to the chairperson will be voted in favor of the relevant resolutions. Voting is already open and will remain open during the discussions on the resolutions. We'll also provide you with notice before the polls are about to be closed. Shareholders attending the meeting and who wish to vote will have received the requisite online shareholder user guide from Computershare to access the voting platform. In order to vote, please follow the following instructions: Open the web link that you received from no-reply@computershare.co.za in your preferred Internet browser. The invitation code should automatically populate in the required field, but if this does not happen, type in the code that was emailed to you. Click on the Vote icon on the navigation bar at the top of the screen. From here, the resolution or motion and voting choices will be displayed. Toggle with the arrow to the next motion. To vote, simply select your voting instructions from the options shown on the screen. A confirmation message will appear to show your vote has been received. If you wish to change your mind, simply click on the Change Vote link, select an alternate choice while the voting is open, and you will receive and you will again receive a confirmation message. Once open, voting can be performed at any time during the meeting until the chairman closes the voting on the resolutions. At that point, your last voting instruction will be submitted. You'll still be able to send messages or ask questions and view the webcast while the voting is open. Please be advised that all questions posed during the meeting will be dealt with after all the resolutions have been proposed. During this time, voting will remain open. We shall now proceed with the business and resolutions as proposed for the meeting. Voting is now open, and I ask that all shareholders present have their online voting pages ready. To assist with the proceedings of the meetings, I hereby propose all resolutions as presented in the notice of the meeting and note that Paul Dell seconds each proposal accordingly. We'll now start with the proposals. Proposal number 1A, in respect of the re-election of Charmel Flemming, I now propose proposal number 1A as an ordinary resolution of the shareholders, resolving that Charmel Flemming be re-elected as a director of the company, as set out in the proxy statement. Thank you. Shareholders that are present, please cast your vote. To continue, proposal number 1B. As per ordinary resolution number 1B, I now propose proposal number 1B as an ordinary resolution of the shareholders, resolving that Fikile Futwa be re-elected as a director of the company, as set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal number two for the ratification of appointment of external auditor, independent registered public accounting firm. I now propose proposal number two as an ordinary resolution of the shareholders to reappoint Deloitte & Touche as the external auditors, independent registered public accounting firm of the company, as further set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal number three for the authorization of the repurchase of securities. I now propose proposal number three as a special resolution of the shareholders, resolving that the company or any of its subsidiaries be, and are hereby authorized by way of a general authority to acquire securities issued by the company in terms of sections 46 and 48 of the Companies Act, and subject to the applicable rules of the New York Stock Exchange and the provisions of the JSE Listings Requirements as further set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal number four for the authorization of financial assistance to related and interrelated companies. I now propose proposal number four as a special resolution of the shareholders, resolving that the board of directors and the company be authorized, subject to the provisions of sections 44 and 45 of the Companies Act, to provide direct or indirect financial assistance to related or interrelated companies, as further set out in the Proxy Statement. Thank you. Please cast your vote. To continue, proposal number five for the approval of the fees payable to non-executive directors. I now propose proposal number five as a special resolution of the shareholders, resolving that the fees payable by the company to non-executive directors for their services as directors in terms of Section 66 of the Companies Act, be approved as set out in the Proxy Statement. Thank you. Please cast your votes. To continue, proposal number six for the non-binding advisory vote on endorsement of remuneration policy. I now propose proposal number six as an ordinary resolution of the shareholders, resolving that in accordance with the JSE Listings Requirements and the King IV Report on Corporate Governance, and through a non-binding advisory vote, the remuneration, the remuneration policy be approved as further set out in the proxy statement. Thank you. Please cast your vote. To continue, proposal number seven for the non-binding advisory vote on endorsement of the remuneration implementation report. I now propose proposal number seven as an ordinary resolution of the shareholders, resolving that in accordance with the JSE Listings Requirements and the King IV Report on Corporate Governance, and through a non-binding advisory vote, the remuneration, the remuneration implementation report be approved as further set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal number eight for the non-binding advisory vote to approve the compensation paid to the company's named executive officers. I now propose proposal number eight as an ordinary resolution of the shareholders, resolving that the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and the other compensation-related tables and disclosures, be approved as further set out in the Proxy Statement. Thank you. Please cast your votes. To continue, proposal number nine for the presentation of the IFRS AFS. I now propose proposal number nine as an ordinary resolution of the shareholders, resolving that the audited IFRS annual financial statements, the directors' report, and the Audit and Risk Committee report, and the report of the external auditors, independent registered public accounting firm for the year ended 31st of March 2023, be taken as having been duly presented to and received by the shareholders, in terms of which the IFRS annual financial statements for the year ended 31st of March 2023, and the reports are accordingly adopted. Thank you. Please cast your votes. To continue, proposal number 10 for the authorization of the placement of authorized but unissued shares under the control of directors. I now propose proposal number 10 as an ordinary resolution of the shareholders, resolving to place the authorized but unissued shares of the company under the control of the directors, which directors are subject to the rules of the New York Stock Exchange, the JSE Listings Requirements, and the provision of the Companies Act, authorized to allot and issue and otherwise dispose of all or part thereof at their discretion. Such authority will to remain in force until the next AGM, and to authorize the directors to allot and to issue shares as further set out in the Proxy Statement. Thank you. Please cast your vote. To continue, proposal number 11 for the reappointment of the audit committee members. Proposal 11A, for the reappointment of Fikile Futwa as a member and chairperson of the Audit and Risk Committee. I now propose proposal num... Proposal number 11A as an ordinary resolution of the shareholders to reappoint Fikile Futwa as a member and chairperson of the Audit and Risk Committee, as set out in the proxy statement. Thank you. Please cast your vote. To continue, proposal 11B for the reappointment of Charmel Flemming as a member of the Audit and Risk Committee. I now propose proposal number 11B as an ordinary resolution of the shareholders to reappoint Charmel Flemming as a member of the Audit and Risk Committee, as set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal 11C for the reappointment of Richard Bruyns as a member of the Audit and Risk Committee. I now propose proposal number 11C as an ordinary resolution of the shareholders to reappoint Richard Bruyns as member of the Audit and Risk Committee, as set out in the proxy statement. Thank you. Please cast your votes. To continue, proposal number 12 for the authorization to issue shares for cash. I now propose proposal number 12 as an ordinary resolution of the shareholders, providing the directors of the company with the authority to allot and issue shares for cash, subject to the provisions of the rules of the New York Stock Exchange, the Companies Act, and the JSE Listings Requirements, until the next AGM, as further set out in the proxy statement. Thank you. Please cast your vote. To continue, finally, proposal number 13 for the authorization of the signature of documentation. I now propose proposal number 13 as an ordinary resolution of the company, resolving to grant authority to any director of the company or the company secretary of the company, to sign all such documentation and do all such things that may be necessary for, or incidental to, the implementation of the ordinary and special resolutions proposed and passed at this annual general meeting. Thank you. Please cast your votes. Voting will close shortly. I please ask all shareholders present to finalize and submit their votes. We will now deal with any questions posed during the meeting while we wait for all shareholders present to submit their votes accordingly. Are there any questions? Currently, no questions, Chair. If you can maybe just give it like 30 or 30 seconds or a minute. Certainly. Thank you. Seems like there are no questions, Chair. Thank you very much. Thank you. We're now closing the vote submissions. Voting is now closed. We will continue with the various reports of the meetings, as was included in the notice while the votes are counted. The annual financial statements, annual report, and directors' report was included as part of the notice of the meeting. I propose that the reports be taken as duly presented. Thank you. To continue, I would now like to welcome and hand over to Charmel Flemming, chairperson of the MiX Telematics Social and Ethics Committee, to present on matters within the Social and Ethics Committee report. Thank you for your introduction, Chair. Good day, ladies and gentlemen. I'm the chairperson of the Social and Ethics Committee, and I wish to provide you with the following highlights surrounding the Social and Ethics Committee report, as included in the notice of the meeting. The committee focused on fulfilling its duties and responsibilities as per the terms of reference, the Companies Act, the company's regulations, and the principles and guides of King IV. The function of the committee in accordance with these requirements include: one, monitoring the compliance of the company with the 10 principles as set out in the United Nations Global Compact Principles, the Organisation for Economic Co-operation and Development recommendations regarding corruption, and the International Labour Organization protocol. Two, reviewed and monitored the performance of the company against the B-BBEE Scorecard for South African businesses. And three, monitored the consumer relationships, including the company's advertising and public relations, and compliance with consumer protection laws. The Social and Ethics Committee relies on a monitoring program implemented throughout the group, which is executed and assessed in relation to a specific aspect. The Social and Ethics Committee continues to prioritize its focus on ensuring ethical practices, promoting social responsibility, and endorsing sustainable initiatives within the organizations, while fulfilling its mandate in terms of relevant legislation, principles, and guidelines. Thank you, ladies and gentlemen. I now hand back to you, Chair. Thank you, Charmel. I propose that the Social and Ethics Committee report be taken as having been duly presented. Are there any questions regarding the report? No questions, Chair. I would now like to welcome and hand over to Fikile Futwa, our chairperson of the Audit and Risk Committee, to present their report. Thank you, Mr. Chair. Ladies and gentlemen, good day. I'm the chairperson of the Audit and Risk Committee, and I wish to provide you with the highlights surrounding the Audit and Risk Committee report, which was included in the notice of the meeting. The committee focused on fulfilling its duties and responsibilities as per the terms of reference, which include: one, financial reporting. As per JSE and SEC reporting requirement, the committee reviewed quarterly submission, interim results, and annual report. Two, the committee provided oversight over the internal and external audit functions, which included reviewing external audit firm quality and independence; approving non-audit services; monitoring the implementation of internal audit plan and the SOX program. Three, the committee also provided oversight on risk and IT governance functions. In the coming year, the committee will continue to focus on its duties as delegated by the board, monitor the implementation plans to enhance the internal control environment, and manage the company risk. Thank you, ladies and gentlemen. I'll now hand over to you, Mr. Chair. Thank you, Fikile. I I propose that the Audit and Risk Committee report be taken as having been duly presented. Are there any questions regarding the report? No questions, Chair. Perfect. Ladies and gentlemen, the results are now being displayed on the screen, in terms of which all proposed resolutions were duly adopted. Results will be made available on the MiX Telematics' website, as well as on the SENS after the meeting. As the business of the meeting is now completed, I declare the meeting closed. Thank you so much for your interest and your trust in us. Thank you.
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