Good afternoon, ladies and gentlemen. My name is Nombulelo Moholi, the Chairman of the Board of Directors of Santam Limited. On behalf of the board and management, it gives me great pleasure to welcome you to Santam Limited's seventh virtual annual general meeting, which is conducted entirely by electronic communication. With me today, I have Ms. Ruwaida Eksteen, who's our Group Company Secretary. Next to her is Mr. Tavaziva Madzinga, our Group CEO. Mr. Wikus Olivier, Mr. Monwabisi Fandeso, who's our Lead Independent Director, and Mr. Thabiso Rulashe, who's the Head of Strategy and Investor Relations. We also have in attendance members of the board of directors. Furthermore, I will also welcome to today's AGM our external auditors, KPMG, and Santam's JSE sponsor, which is Investec Limited, and members of the Santam Exco, and several management representatives. With no matters to be highlighted, we shall continue with the meeting's procedures. Kindly note that 84.4% of shareholders are present today at this AGM, either in person, by proxy, or representing 115,131,417 ordinary shares of the company. In my capacity as the chair, I'm holding proxies and letters of representation in respect of 84.4% ordinary shares. Therefore, as the necessary quorum is present, I declare this AGM duly constituted. Shareholders and note holders are hereby reminded that the notice convening this AGM that was distributed on the 13th of March 2026, which included Santam's summarized financial results for the year ending 31st of December 2025. This is in addition to the SENS announcement that was released in which electronic registration process and electronic participation by shareholders at this AGM has been explained in further detail. Important to note is that we have since also published on Santam's website a virtual meeting guide, which explains to parties who wish to participate in today's AGM in a simplified manner the electronic registration and voting process to shareholders. I therefore propose that Santam's 2026 AGM notice to be taken as read. As this is a virtual AGM, kindly allow me to summarize today's procedures. We will briefly introduce to shareholders Santam's audited annual financial results, which form a part of the integrated reporting suite. Thereafter, we will proceed into the business of today's meeting, namely presentation of all the resolutions that were included and provided for in Santam's notice of the 2026 AGM. Each resolution will be concurrently also displayed on the screen to shareholders for ease of reference during today's meeting's proceedings. In the event of any participating shareholder and/or their proxy preferring that a particular resolution be read out in full at today's AGM, kindly note that such preference would be honored upon request. This will be followed by a Q&A session, where shareholders and/or their proxies would be allowed to ask all relevant questions pertaining to the meeting. After closing the voting process, we'll display the voting results on the screen before ending the meeting. Before we proceed with the formal business of today's AGM, we would like to remind shareholders that Santam's board of directors approved the company's 2025 integrated annual reporting suite during the first quarter of 2025. This included annual financial statements for the year ending 31st of December 2025, a consolidated auditor financial statement, corporate governance report, remuneration report, and Santam's King IV disclosure report. Each of the above reports can be accessed in the company's website, including the summarized financial statements. Shareholders are also reminded that the summarized consolidated financial statements have also been included in the notice of the AGM. You'll find that on page 30 to 71. I hereby propose that the 2025 integrated annual reporting suite, which includes annual financial statements, be duly noted and taken as read. In addition to the above mentioned, shareholders are further reminded of Santam's operational update for the three months ending 31st of March 2025, which was released to the market via SENS on the 19th of May 2026. If there are any questions relating to these financial statements, we will be more than pleased to respond to it during the Q&A session. Kindly be advised that voting on the resolution put before the company's shareholders at today's AGM shall be conducted electronically. To this end, the ordinary resolution may be passed by a majority of the participating shareholders present or represented by their respective proxies. In my capacity as a proxy holder, I request that all formal resolutions be proposed today be voted upon on a poll. For purposes of the poll, Santam's transfer secretary, Computershare, will act as a scrutineer who will be responsible for counting and consolidating the vote. Notably, to also highlight that the notice of today's meeting and all the resolution proposed at the AGM have been seconded by Mr. Wikus Olivier in his capacity as a shareholder. Shareholders who have registered online will be able to submit their votes electronically, as I've said. Those who have previously submitted proxies have already been considered. I will now open the voting process on the online facility. Please note that voting can be performed at any time during the meeting until the voting process is officially closed. Shareholders will also be able to send messages, view the webcast while the poll is open. Important to highlight is that the questions will be allowed for pursuant to the motions to be discussed and after proposing the last resolution of today's agenda. We therefore kindly request that shareholders submit their questions timeously. Lastly, please be reminded that telephone lines have also been available to the shareholders who wish to ask verbal questions at today's AGM. We will now proceed with the business of the meeting and as a point of reference, attend to the list of ordinary resolutions that have been tabled for voting purposes. Thereafter, the list of special resolutions will follow. It is important to highlight that in order for ordinary resolutions to be adopted at today's meeting, the support of more than 50% of the total number of votes per ordinary resolution is required. This, however, excludes ordinary resolution number eight, where the support of 75% of the total number of votes is required. In addition, kindly note, in alignment with Santam's notice of this AGM that was issued on the 13th of March 2026, ordinary resolutions 6.1 and 6.2 are non-binding advisory votes. We move on to the ordinary resolutions. Ladies and gentlemen, the first item on today's agenda is for the shareholders to consider and accept the reappointment of KPMG Inc. As independent external auditors of the company with effect from the 2026 financial year. It is to be noted that Mr. Mark Danckwerts is the individual Designated Independent External Auditor who will undertake the company's audit for the financial year ending 31st of December 2026. We can confirm that this resolution is in line with the Companies Act and the JSE Listing Requirements as amended, which require the appointment or reappointment of external auditor each year at the company's AGM. Shareholders may now indicate their vote on the ordinary resolution number one on the virtual platform. The next discussion point in today's agenda is to present ordinary resolution number two. This is to appoint two additional independent non-executive directors to the Santam board. Shareholders are hereby requested to consider and approve the election and appointment of the following two additional non-executive directors, given the requisite regulatory approval that was obtained during 2025. Mr. Richard Wainwright and Mr. Robert Stuchbery, these are resolution 2.1 and 2.2 consecutively. A short CV of each of these two additional independent NEDs has been included in the notice of the AGM, which was published on Santam's website. Their respective corporate profiles are also available on the company's website. Shareholders may now indicate their vote on ordinary resolution 2.1 and 2.2 and on the virtual platform. Shareholders are now requested to consider and approve the re-election and reappointment of the following four retiring non-executive directors, which have offered themselves for re-election. This is resolution 3.1 to 3.4. Mr. Monwabisi Fandeso, who is our independent non-executive director, Ms Deborah Loxton, Ms Abigail Mukhuba, Mr. Mlondolozi Mahlangeni. A short CV on each of the four non-executive directors have been included in the notice of the AGM, as well as Santam's 2025 integrated annual reporting suite. Shareholders may now indicate their vote on the ordinary resolution 3.1 to 3.4 on the virtual platform. Ladies and gentlemen, please allow me to proceed to the fourth item on the agenda. Individually re-elect and reappoint the following independent non-executive directors as members of the Santam Audit Committee until the conclusion of the company's next AGM in 2027. They are ordinary resolution 4.1 to 4.3, Mr. Monwabisi Fandeso, Ms. Deborah Loxton, Mr. Richard Wainwright, respectively. A short CV, each of the above mentioned three independent non-executive directors has been included in the notice. Shareholders may now indicate their vote on the ordinary resolution 4.1 to 4.3. The fifth item on the agenda follows a promulgation of the new Companies Act Amendment that came into effect. The latter require the annual election and appointment of members of the company's Social and Ethics and Sustainability Committee until conclusion of the company's next AGM. These are resolution 5.1 to 5.4, appointing Ms Caroline Da Silva, Mr. Junior Ngulube, Ms Lucia Swartz, and Mr. Madzinga, representing resolution 5.1, 5.2, 5.3, and 5.4 respectively. A short CV of each of the above four directors who stand for re-election and reappointment as members of our SESC committee have been included in the notice of the AGM, which was published on the 13th of March 2026. Shareholders can now access their respective corporate profiles in the company's integrated annual report suite. The sixth item on the agenda is to request shareholders to cast a separate non-binding advisory vote on the company's remuneration policy and its remuneration implementation report, which are available online on the company's website. In the event 25% or more of the voting rights exercise at the AGM being cast against the following two resolutions, please be advised that the board will invite and encourage dissenting shareholders to engage with Santam's Human Resources and Remuneration Committee in line with the provisions of the JSE Listing Requirements. Shareholders are hence requested to cast a non-binding advisory vote on ordinary resolution 6.1, which is the company's remuneration policy, ordinary resolution 6.2, which is Santam's remuneration and implementation policy. Shareholders may now indicate their vote on ordinary resolution 6.1 and 6.2 on the virtual platform. The seventh item on the agenda is to place the unissued ordinary shares of the company, as well as Santam's shares held as treasury shares by subsidiaries of the company under the control of the directors of the company, who are hereby authorized to allot, issue such unissued shares, and or dispose of such treasury shares in their discretion on such terms and conditions and when they deem it fit to do so, until the company's next AGM, provided that the aggregate number of ordinary shares to be allotted and issued and the treasury shares disposed of in terms of this ordinary resolution number seven, as well as ordinary resolution number eight, is limited to 5% of the number of ordinary shares in issue as of the date of the notice of this meeting. Any issues of the ordinary shares as an issue for cash is in accordance with the restrictions contained in ordinary resolution number eight. Shareholders may now indicate their vote on ordinary resolution number seven on the virtual platform. The eighth item on the agenda is to grant to the directors of the company general authority to issue ordinary shares of ZAR 0.01 each on options to subscribe for or securities that are convertible to such ordinary shares and to dispose of Santam shares held as treasury shares by subsidiaries of the company and issue for cash as defined in the JSE Listing Requirements and when appropriate and on such terms and condition as they deem see fit, provided that the aggregate number of ordinary shares to be allotted and issued in terms of this resolution, as well as ordinary resolution number seven, together with any treasury shares disposed of are limited to 5% of the number of ordinary shares on issue. Shareholders are therefore advised that in order for this resolution number eight to be adopted, the support of at least 75% of votes cast by shareholders present or represented by proxy at this AGM is required in terms of the JSE Listing Requirements. More information regarding ordinary resolution number eight is contained pages 12 to 14 of the notice of the AGM. Shareholders may now indicate their vote on ordinary resolution number eight on the virtual platform. Agenda item number nine, replaced to authorizing any director of the company, and where applicable, Group Company Secretary, to do all such things, sign all such documentation, and take all such action as may be necessary to implement the aforesaid eight ordinary resolution, as well as the undermentioned four special resolutions. Shareholders may now indicate their vote on ordinary resolution number nine on the virtual platform. We will now proceed to present to shareholders a list of special resolutions. Shareholders are kindly reminded that in order for the following four resolutions to pass and adopted, the support of at least 75% is required of the total number of votes, which shareholders present or represented by proxy at this meeting are entitled to cast. Special Resolution 1, in terms of Section 66(9) of the Companies Act, shareholders are herewith requested to approve the payment of the non-executive directors' remuneration for their services during the 1st of July 2026 until 30th of June 2027. To ensure alignment with Santam's annual increase mandate, the adjusted fees noted in the 2026 AGM notice on page 15 and 16 generally represent 4.5% increase, with limited adjustments allowed for higher than general increase for some fees to ensure closer alignment to the market. Shareholders may now indicate their vote on special resolution number one on the virtual platform. Special Resolution Number 2, pursuant to Santam's Memorandum of Incorporation, shareholders of the company are hereby requested to approve by way of general approval that will enable the company or any of its subsidiaries to acquire ordinary shares that have been issued by the company, including the subsequent purchase by or transfer to the company of such ordinary shares held by any subsidiary. Further details regarding Special Resolution Number 2 is available in the AGM notice on pages 17 and 18. Shareholders may now indicate their vote on the response on Special Resolution Number 2 on the virtual platform. Special Resolution Number 3, which deals with general authority to provide financial assistance in terms of Section 44 of the Companies Act. As a general approval, the board of directors may, from time to time, during the two years from the passing thereof, authorize the company in terms of, and subject to provision of Section 44 of the Companies Act to provide financial assistance by way of a loan, guarantee, or provision of security of any party other than that of a director or prescribed officer of the company, or its related and interrelated companies and corporations. For the purpose of, or in connection with, the subscription or purchase of any securities issued or to be issued by a related and interrelated company or corporation of the company on such terms and conditions as the board may determine from time to time. The detailed reason and effect of Special Resolution Number 3 are outlined in the notice of the AGM on page 19. Shareholders may now indicate their vote on Special Resolution Number 3 on the virtual platform. Special Resolution Number 4. As a general approval, the board of the company may from time to time during the two years from passing of this Resolution 4, authorize the company in terms of and subject to provision of Section 45 of the Companies Act to provide any type of direct or indirect financial assistance as defined in Section 45 of the Companies Act to a related or interrelated company or corporation of the company on such terms and conditions for such amounts as the board may determine. Shareholders are herewith referred to the reason and the effect of this Special Resolution Number 4 as set out in the notice of the AGM on page 20. Shareholders are requested to indicate their vote on Special Resolution Number 4 on the virtual platform. Ladies and gentlemen, thank you very much for your attention and your cooperation and your patience. We have now come to the end of the voting process, and will proceed with the remaining items on the AGM agenda, which is the question and answer session. We will now allow an opportunity for shareholders to raise the questions. Please be reminded that any questions that you may have can be posted on the messaging facility that is available on top of your screen by clicking on the Q&A icon. You can enter your question in the Ask a Question bar and select Send icon to submit. I will now ask Mr. Rulashe if there are any written questions that were raised by shareholders on the e-messaging platform. Thank you, Chair. No questions so far. Ladies and gentlemen, we will now respond to any telephone questions from shareholders. May I ask the telephone operator if there are any callers on the telephone line who wish to ask questions? We have no questions in the conference line. Thank you very much. We've noted that. Should there be no further matters, we shall now close the voting process and display the consolidated voting results on the screen with the assistance of the company's transferring secretaries and the meeting scrutineers. Kindly note that the voting results have now been displayed on the screen. I hereby declare that each of the nine ordinary resolutions, as well as the four special resolutions, were carried and passed with the requisite majority. To this end, on behalf of the Santam Limited board of directors, we wish to advise our shareholders that a SENS announcement detailing the votes on the resolutions that were presented at this AGM will be released in due course. Ladies and gentlemen, we have now reached the end of today's meeting proceedings. I would like to use this opportunity to thank the board for entrusting me as the chair, and I'm honored to fulfill this role. It is truly a privilege for me to be affiliated with such an esteemed and supporting board of directors. I'm honored to fulfill this role. In my capacity as the chair of the board, I also wish to thank the executive leadership and the management teams of Santam for the excellent job delivered, its employees in particular, and Santam's clients, as well as Santam's shareholders for your continued and valued support. In conclusion, kindly note that I would like to use this opportunity to thank Mr. Preston Speckmann, who's here with us today, who is retiring from the board with effect from today's date, for his continued contributions over the years since his appointment at Santam Limited. The board therefore wish to commend him for his individual contribution, his commitment, and for expertise that benefited the group during his tenure. In particular, for myself as a Chair, I believe that when I joined this board, he gave me a lot of assistance in understanding the sector and the company as well. Mr. Speckmann has not only been a member of Santam's audit and risk committee, he has until now also fulfilled the role of the chairperson of the audit committee. To this end, after due consideration of the importance and impact of succession planning, the board has resolved earlier today, and as a collective, on Mr. Speckmann's successor. We are pleased to advise that Mr. Richard Wainwright, an existing member of the audit and the risk committee, have accepted the nomination made and has agreed to assume the role of the new chairperson of Santam Limited's audit committee as of the end of this meeting. The board looks forward to Mr. Wainwright's future contribution in this role. Can we give a hand for Mr. Speckmann? Important is also to highlight that for the benefit of those shareholders who have unfortunately not participated in today's AGM, we will, after the meeting, provide a brief report on the proceedings to the Johannesburg and Namibian Stock Exchange, where Santam's shares are listed. We will also be publishing a record of today's meeting proceedings on Santam's website, which will be made available online. In order to conclude today's meeting's procedures, thank you very much for your attendance, contribution, and participation. I now declare the meeting closed.
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