Good morning, ladies and gentlemen. I am Dr. Yvonne Muthien, the chairperson of the board of RFG Holdings. I welcome you to the annual general meeting of shareholders of RFG Holdings. The meeting will be conducted entirely through electronic communication in accordance with the provision of the Companies Act, the company's MOI, and the JSE listing requirements. In terms of the company's MOI, the quorum requirements for this meeting are that at least three shareholders representing at least 25% of all the voting rights are present or represented at the meeting. I can confirm that this quorum has been met. The notice convening this meeting was distributed to all shareholders within the prescribed time period. I will take the notice of the meeting as read. Shareholders will be aware that the offer by Premier Group Limited to acquire all of the RFG shares by way of the scheme of arrangement has been more fully set out in the combined offer circular to RFG shareholders dated the 13th of November, 2025, was approved by RFG shareholders on the 11th of December, 2025. Furthermore, the scheme became unconditional on the 11th of March, 2026, and will be implemented on Monday the 30th of March 2026. The company will be delisted on Tuesday the 31st of March, 2026. However, the company remains a publicly listed company, as of today and is required to proceed with the annual general meeting that has been convened by the board and will proceed therefore in the ordinary course. The company secretary will now explain the procedure for shareholders or their representatives to vote and to ask questions at this meeting. Over to you, Mosa. Thank you, Chair, and good morning everyone. Voting will be conducted by means of a poll. Computershare has been appointed as scrutineers of the meeting and will tally the votes. The results of the voting will be announced at the end of the meeting. Please note that only persons who are in possession of a valid proxy which has been delivered to the company or Computershare, or shareholders who are reflected as the registered holders of RFG shares in the company's share register, or who are in possession of a valid letter of representation which has been delivered to the company, are entitled to participate in and vote at this meeting. All shareholders or their representatives who have registered to attend the meeting would have received a personalized access code via email to enable them to connect electronically to this meeting. If you have validly completed and delivered a form of proxy, your votes have been recorded in accordance with your instructions on the form of proxy and your personalized meeting attendance link will not enable you to vote in the meeting. If you wish to vote at this meeting, you must revoke your form of proxy by emailing proxy@computershare.co.za now from the same email address that you used to register for the meeting. If you have already submitted your voting instructions to your CSDP or broker, you will not be able to vote again. To cast your vote in respect of each resolution, please select the For or Against buttons using the voting icon located at the top right-hand corner of your screen. If you wish to abstain from voting in respect of a resolution, please select the Abstain buttons using the voting icon located at the top right-hand corner of your screen. Once you have voted on a resolution, a green tick will indicate that your vote was successfully cast. To change your vote, select Change Your Vote. Voting will remain open until the chairperson announces that voting has closed. Shareholders or their representatives who would like to ask a written question may do so by typing their question in the Q&A tab appearing at the top right-hand corner of your screen and then pressing Send. Alternatively, shareholders may address the meeting directly by selecting the Request to Speak button appearing in the Q&A tab at the top right of your screen and press Submit. I will now hand back to the chair. Thank you, Mosa. Are there any questions regarding voting and the Q&A process? There are no questions, Chair. Thank you. I will move on to the presentation of audited annual financial statements. These for the year ended 28th of September 2025, including the report of the directors, the report of the auditors, the report of the Audit, Risk and Information Technology Committee, the remuneration report, and the Social and Ethics report are available on the RFG website. Are there any questions relating to the annual financial statements and/or any of the above-mentioned reports? There are no questions. No questions. I will now propose the resolutions for voting. Ordinary resolutions one, two, and three relates to the re-election of directors by rotation. If I can table to you the re-election of the following directors: Ms. Ms. Selomane Maitisa, Mr. Pieter Hanekom, and Mr. Tiaan Schoombie have availed themselves for reelection in terms of the company's MOI, and I table that to you now for voting. Resolutions four, five, and six relate to the appointments to the Audit, Risk and Information Technology Committee. I table to you the following appointments to this committee, Ms. Venessa Naidoo, Mr. Tom Blok, and Ms. Selomane Maitisa for election to the Audit, Risk and Information Technology Committee. You may vote on those resolutions. Resolutions seven, eight, and nine relate to the appointment to the Social and Ethics Committee. I table to you the following appointments of the following members, Ms. Bongiwe Njobe, Mr. Tom Blok, and Mr. Zeyn Angamia for appointment to the Social and Ethics Committee. You may vote on these resolutions seven, eight, and nine. Moving on to ordinary resolution number 10, the reappointment of the independent registered auditor. We propose the reappointment of Ernst & Young as the independent auditor of the company and its remuneration for the year ending 4th of October 2026, be determined by the Audit, Risk and Information Technology Committee as required. You may vote on ordinary resolution number 10. Ordinary resolution number 11. I propose that this relates to the general authority to place 1% of the unissued ordinary shares under control of the directors. I table that to you now for voting. Ordinary resolution number 12, the authority to issue ordinary shares for cash, and this is the authority to grant the directors the general authority to issue such ordinary shares for cash. You may vote on this. Ordinary Resolution Number 13, signature of documents, and this is to grant the directors authority to sign all such documents and do all such things as may be necessary for or incidental to the implementation of the resolutions proposed at this meeting. Please vote on Ordinary Resolution Number 13. Non-Binding Advisory Resolution Number one, approval of the remuneration policy. This resolution is to resolve by way of a non-binding advisory vote the remuneration policy of the company as set out in the 2025 Integrated Report. Please vote on that. Non-Binding Advisory Resolution Number two, to resolve by way of a non-binding advisory vote the implementation report of the remuneration policy of the company as set out in the 2025 Integrated Report. Thank you. Moving on to special resolution number one regarding the non-executive directors' fees for the year ending 4th of October 2026. I table that to you for voting. Special resolution number two, the general authority to purchase shares so that the company and/or any of its subsidiaries from time to time be authorized to repurchase ordinary shares of the company. Moving on to special resolution number three, that the company be authorized to provide direct or indirect financial assistance in terms of Section 45 of the Companies Act. That brings us to the end of our resolutions. We will now take questions from shareholders and/or representatives. Can our company secretary please remind shareholders of the Q&A process? Yes. To ask a question via the Q&A platform, please type your name and question in the Q&A tab appearing at the top right of your screen. For those shareholders who wish to address this meeting directly, please select the Request to Speak button in the Q&A tab. Back to you, Chair. Thank you, Mosa. Are there any questions from the Q&A platform? There are no questions, Chair. Thank you. That concludes our Q&A session. On to the final voting. If you have not already done so, please proceed to cast your votes now. We will close the voting in approximately five minutes, or upon confirmation by the meeting scrutineers that all votes have been cast. Chair, I can confirm that all votes have been cast. Indeed. Thank you to Computershare. The voting has now closed. We request your patience while the votes are tallied, whereafter the results of the voting will be announced. We can move here to show results. Computershare. Perfect, thank you. I was just about to say that Computershare will signal when they are ready. The votes have been tallied, and the results are as follows: all the resolutions were passed with the requisite majority, except resolution 12. The details of the votes for each resolution will be released via SENS shortly after the meeting. It's on our screen. In closing, I wish to extend my sincere gratitude to our shareholders and representatives for your participation in today's meeting. I would also like to acknowledge the invaluable contributions of our advisory teams, RMB, Webber Wentzel, and Value, whose advice has assisted the independent board and the RFG board substantially in this landmark transaction for RFG. A heartfelt thanks goes to the stellar RFGH board, including our experienced executive directors, Pieter and Tiaan, and the independent board for your exceptional contributions and steadfast counsel throughout this process. Your experience, independence, and insights became the beacon for our robust governance oversight and stewardship of the company since its listing in 2014. It has been a privilege for me to serve the company and the board in my capacity as independent chair. I wish you all well in your next leadership roles as we usher RFG into its next journey. A special thanks to all our shareholders for your steadfast confidence and interest in the company. I wish you all continued success in all your endeavors. Allow me also to thank our company secretary, Mosa, and Computershare for your professional support throughout and in this meeting in particular. Ladies and gentlemen, with no further business to address, I hereby declare this meeting adjourned.
Loading workspace