of Absa Group Limited. It is my pleasure to welcome you all to the 37th annual general meeting of the company. Before I provide my opening remarks, may I request that should any shareholder have questions around the annual general meeting notice, the 2022 integrated report, the 2022 annual financial statements, the 2022 report of the Social, Sustainability, and Ethics Committee, or any other matter tabled at this meeting. If attending in person today in the room, please raise your hand to ask questions. First of all, I mean, are there any questions? If you're attending in person today, please raise your hand to ask questions. If attending virtually and wishing to ask verbal question, please raise your hand on Teams, and your questions will be directed to us.
You'll be allowed an opportunity to ask your question. If attending via the shareholder platform, please send your questions now by selecting the Q&A icon at the top of the screen, and then typing in your message within the chat box at the bottom of the message screen, and then press the Send button. Shareholders require an invitation code to access the shareholder platform, and this would have been provided in advance upon online registration through the Computershare Virtual Meeting Services shareholder platform. This is at https://meetnow.global, you know, /za. When you click on the Absa logo there, I shall either respond or direct questions to the appropriate respondent.
Shareholders are also referred to the Virtual Hybrid Meetings Shareholder User Guide, which is available in the Documents folder once the meeting has been accessed from the Absa AGM 2023 shareholder platform to all the participating shareholders. Are there any questions?
I think, too, we're gonna possibly do that. Do you want to do your opening remarks and then take questions, or do you want to say
Well, I just ask about the process. It's a question related to the process.
You did not say if we've got questions related to the previous AGM minutes. I've got some remarks that I would like to make around that. That was not one of your options. If we can just include that option as well, I'll appreciate it.
Can we do that after I've done my opening remarks?
Yes.
I'll definitely come to you on that one. Okay. Thank you very much. Ladies and gentlemen, we are meeting at a time when the global economy continues to be uncertain, given the recent financial sector turmoil in the U.S. and Europe. There was high inflation across the world, the ongoing impact of the war between Russia and Ukraine, and the lingering effects of the global pandemic. Previous fears of a global recession have thankfully proven to be overdone, we're not out of the woods yet. Here in our continent, Africa, rising food and energy prices have dealt a blow to the region's most vulnerable communities. Public debt and inflation have reached levels not seen in decades in some of these countries.
Whilst 2022 GDP growth in the countries that form our Africa regional operations, or ARO as we call them, was on average better than our initial expectations. We are very concerned about persistent fiscal fragilities in some of these countries. We continue to watch development around these sovereigns risks very, very closely. The ARO portfolio is very important to delivering on our growth, ambitions, and scale. We have operated in some of these markets for more than a century. Just thought I should add that. As such, we have a history and experience of successfully navigating challenges and proving our resilience in these markets. I would like to commend our boards and our bank subsidiaries across ARO for their deep expertise and oversight during this period.
Their wisdom and commitment has helped us to circumnavigate these difficult challenges. We will continue to maintain our presence in these markets, and we will leverage our strong capabilities to take advantage of growth opportunities that continue to present themselves. Coming back to South Africa, which is our largest market, sadly, our country is in a perilous state. The deterioration of economic infrastructure, the persistent power outages, the worsening fiscal position of state-owned enterprises, and the seeming paralysis of the state to decisively implement critical reforms have sapped their confidence. The decision by the Financial Action Task Force, or FATF, to place South Africa on this grey list, underscores the persistent decline that we have seen.
Also, the country's ambiguous position on critical diplomatic matters has raised questions about the country's international standing and has weighed in heavily on investor sentiment. As a business, we must maintain our partnership with government, no question about that. At the same time, we must also insist on urgent action on critical issues. Where there may be ideological differences or a trust deficit or both, we must jointly do all we can to narrow these gaps and all act in the interest of the country. As Absa, we will continue to work with the necessary bodies, relevant industry bodies, stakeholders to support the broader national effort to address the challenges that we face.
Now, moving away from the macro environment and looking at our business, 2022 was a year of highlights for us as Absa. We recorded good financial results for 2022, and this was on the back of solid revenue growth. Our balance sheet remains strong. We have ample capital to support our growth ambitions, and our CET1 capital ratio of 12.8% is above our board's target range, and we have a healthy deposits growth that we have seen in recent years. In this period, we also appointed Arrie Rautenbach as our permanent CEO. This was at the end of March last year, and he was quick and decisive about advancing key strategic imperatives, and this fostered organizational resilience.
The board also oversaw the strategy refinement process and the reconfiguration of our group from two commercial business units to five client-centric divisions. These occasioned the appointment of new people into the executive team to lead the business, and these changes also reflect our focus on key or core line segments. We also appointed the organization's first chief strategy and sustainability officer. Later in the year, we also welcome a crop of new leaders to close the gaps that we had in the technology, people, and brand and marketing functions. We are very focused on enhancing our succession planning approaches to maintain the organizational stability and to ensure future sustainability, both for the executive team and also at board level.
We are looking to further broaden the diversity of the board skills and experience to foster comprehensive insight and support to the management team. 2022 also saw us embark on a culture journey in pursuit of an environment that embraces each individual and an environment that fosters people-centric leadership to enable our employees to thrive. We are pleased by the recognition we have received in this regard, including being named Top Employer in Africa recently. We agreed on our vision under the leadership of Ari. Our vision is to be a truly purpose-led organization, and we are clear about our purpose of empowering Africa's tomorrow together, one story at a time.
That is the motto, and a statement that captures our purpose, and this was arrived at by the entire organization throughout the platform. The board is fully supportive and believes that the changes that we have seen put us on the path to realize our aspirations. Today at 11:30 A.M., we are holding an extraordinary general meeting, where we will be proposing for a vote for our Broad-Based Black Economic Empowerment transaction, which we believe strongly supports our purpose as an organization. There are important developments that have taken place at Absa, and one of the key points that I'd like to deal with is the important aspect of sustainability. Our sustainability is, you know, firmly grounded on several key principles.
The first being, our focus on supporting sustainable behavior and climate action, both internally and with our clients and other stakeholders. This approach allows us to drive change from within, and extend our influence through our network. Secondly, we recognize our role as a responsible corporate citizen and the imperative to support the sustainable development of the physical and social environments in which we operate. By actively engaging with policymakers, industry players, and practitioners, and aligning with the regulatory principles and best practice, we believe that we can create a meaningful impact. Thirdly, we actively support and activate our ecosystems by building partnerships and collaborations. These partnerships enable us to harness collective expertise and resources, ultimately driving positive change and supporting our sustainability goals.
Lastly, we understand the importance of reinforcing trust and confidence in our enterprise. We are committed to strengthening our governance, enhancing the quality and reliability of our reporting, and maintaining transparency for all stakeholders. This journey towards a sustainable future for Absa requires open communication and accountability. Our purpose is central to everything that we do. We strive to be an active force for good in everything that we do, emphasizing the need to finance our clients' sustainability ambitions while we drive meaningful climate action, deepening I mean, fiscal or financial inclusion, and supporting diversity, equity, and inclusion throughout the continent. For instance, our focus on diversity, equity, and inclusion is exemplified by our efforts to support women-led enterprises.
We direct significant funds towards black women-owned suppliers and have implemented programs aimed at uplifting women in various industries. We have also been deliberate about investing in the lower levels of the organization and addressing pay differentials where needed in pursuit of fair and responsible remuneration. Furthermore, we recently announced our long-term ambition to achieve net zero emissions by 2050 for Scope 1, 2, and 3 emissions. Operationally, we are actively reducing our operational emissions and have already achieved a 21.3% reduction to date. In financed emissions, we support a just transition towards a diversified energy mix and assist our clients to transition to more sustainable practices.
We have set very clear, short, medium, and long-term targets to reduce our credit exposure to fossil fuels, while providing ZAR 100 billion of sustainable finance by 2025. As Absa, we remain steadfast in our commitment to support Africa's just energy transition into a low-carbon context in a responsible and pragmatic manner that safeguards the interests of society, the environment, and long-term sustainable growth. Now, in looking back at the year that's been, which was my first year on the board of Absa, I found that experience quite fulfilling. I'm grateful to my colleagues on the board who are here with me in the meeting today. I have been impressed by the ability of the business to adjust, to change with great agility, which is a testament to the strength of the leadership team.
I really commend them for their exemplary commitment. I also wish to thank our staff for their dedication. On Tuesday, we did a visit to our contact center in Auckland Park. I must say, that visit was nothing less than inspiring for the board. The experience was amazing. It was very encouraging to see the palpable enthusiasm of those that, you know, are at the core phase of our business. The energy was indeed infectious, I must say. I'm also grateful to our clients and customers for their ongoing support. Importantly, you know, thankful to the providers of capital and other stakeholders as we continue on our journey.
The current business environment is challenging, and it looks set to be dominated by uncertainty in the near term. However, our business remains resilient, and I'm comfortable that we're well-positioned to successfully navigate these conditions in our quest to be a market-leading bank. I'm confident about the strategic choices we have made, and that we are well on the path to becoming a truly purpose-driven business that drives long-term benefits for the group and all the stakeholders. I think let me close off and come back to the to maybe just introducing a few people before I come to the questions. I will come to the questions. Now please note that the proceedings of this meeting are being recorded and are being broadcast via our webcast.
With me in attendance, I have the Chairman of the Social, Sustainability, and Ethics Committee, Mr. Francis Okomo-Okello. I also have the Chairman of the Group Audit and Compliance Committee, Ms. Tasneem Abdool-Samad. We also have the Chairman of the Group Remuneration Committee, Ms. Rose Keanly. Also with us in the room is our Lead Independent Director, Ms. Nonhlanhla Mjoli-Mncube. We also have our Chief Executive Officer, Mr. Arrie Rautenbach, our Group Financial Director, Mr. Jason Quinn, and our Group Company Secretary, Ms. Nadine Drutman. We also have other directors attending online, as most of our directors are also on Teams. Tasneem is available to answer any questions relating to the Group Audit and Compliance Committee report.
Francis is also available to answer matters relating to the SSEC matters. Rose is available for the Remuneration Committee. We also have our auditors, you know, representing KPMG is Heather Berrange, and also John Bennett represents PwC. We also have members of the media attending the AGM via live webcast, and they will be attending in a guest capacity as opposed to a shareholder capacity and so will therefore not be able to pose questions during the course of the AGM. However, the Absa Group Media Relations team will facilitate responses to their questions following the formal conclusion of the AGM. It is important for us to finalize the voting and the results and have results audited before the outcomes are communicated.
As I've said, the shareholders will have received the integrated report and notice of the annual general meeting, the audited, condensed, consolidated financial results. These were all available on the website from the 31st of March, 2023. Furthermore, a SENS was issued on the 25th of May, 2023, reminding the shareholders of the details on how to join the AGM, and also the AGM through the virtual channels. We have 10 resolutions to be voted for before the shareholders at the meeting today. We have five ordinary resolutions that require more than 50% of the voting rights exercised, and we have two non-binding advisory votes on the company's remuneration policy and the remuneration implementation report. Three special resolutions, which require 75% support.
Before we go on to, obviously, the voting and everything else, I'm happy to open, session to questions. I guess you're the first one, sir. If you can tell us who you are, you don't have to stand up.
Thank you very much. I'm Jacobus Du Toit. I'm a shareholder. I've got one share in Absa directly, and then through my pension funds and so on, there is also investment within Absa. I would like to take us back to the 2022 AGM minutes. I've prepared my statement so that I can read it. I've got a disability. I've got sensory processing disorder as well as a vestibular disorder. I would prefer to read through the document so that there is no that it's clear for all that what I want to say. I've issued two copies, one for the chairperson, and one for the CEO, and I would like to read my issues.
The title of the document is Follow Up on paragraph 9.5 to 9.9 and 2312 in the AGM minutes of 2022, submission to the AGM of 2023. It is related to issues around the 12% termination of Exxaro, while the Absa product had to provide protection to these people that was terminated related to disablement. Point one: I raised issues and questions and proposed resolutions in paragraph 9.5 to 9.8 and in paragraph 23.12, related to the apparent irregularities in the Exxaro Group Disability Income Protection Policy. Failure to comply with policy protection was specifically raised in paragraph 9.8, and the failure to amend the policy to comply with the PPRs was raised.
Paragraph two, in paragraph 9.9, the chairperson agreed that management would engage with me outside the meeting. This seemed to have been an honest promise, but the chairperson did not ensure that this engagement take place. three, wanting to have a firm commitment from the board in the AGM, I continued in paragraph 23.12 and proposed as per paragraph 23.12, four, five onwards, with resolutions to be accepted. Hopefully, in the engagement, they would have been able to help me to formalize, formulate these resolutions in valid resolutions that can be presented to the AGM to be taken vote on if it was indeed something that the directors and the management, executive management could not have addressed.
Paragraph four: Absa management did not engage with me, and this failure of management to ethically act on the instruction of the board seems to indicate a lack of the ability of the board to direct the executives of Absa. At this point, I just want to say there is no court cases related to these 12% people that were terminated related to disablement under the Absa policy, known as the Exxaro Group Disability Income Protection Policy. Paragraph five: Subsequent work done by me was an investigation of the plight of the 12% people terminated in Exxaro related to disablement, and in general, all Exxaro ex-employees and employees that still might suffer under the policies that are not lawful.
I do agree that there is at least one court case where one of these people are trying to address the injustices that was committed. It seems as if Absa do not. I don't need to say anything more than that. For the 12%, the issues that was raised in the AGM, there is no court cases pending. There is one on which is the base case, which under the POPIA Act, is the only information that we have that we can present to the board to make decisions from. The study of Policy Protection Rules in relation to the Exxaro Disability Policy. Paragraph 5.1: In 2001, the PPRs is the Policy Protection Rules, were first published. In PPR 13, the non-waiving of any right under PPRs was established.
In PPR 14, it was established that failure to comply with the PPRs as per Long-term Insurance Act S 66 1 C and S 67 1 C, would be on conviction, no more than a ZAR 5 million fine and or no more than 5-year imprisonment. PPR 15.4 established a rule on rejection and establishing that representations, meaning appeals, must be made to the insurer directly. Paragraph 5.2. In 2004, the PPRs were updated, and the Exxaro Policy had to be amended to be lawful.
PPR 16 replaced PPR 15.4, and in PPR 16.1, it became law that when a claim was rejected on behalf of an insurer, as in the case of the Exxaro Group Income Protection Policy, the appeals had to be made directly to Absa, and Absa must assess the appeal. Failure to comply with this provision that Absa had to assess the appeals is a criminal offense as per PPR 20, and the penalty is as per LTA S 66 and S 67, as indicated above. The non-waiving of rights was continued to be applicable as per PPR 19 5.2.1. The Exxaro Policy, underwritten by Absa, had to be updated to ensure compliance and elimination of criminal liability. It was not. A liability seems then to explode.
From September 30, 2004, when the new PPRs came into effect. Paragraph 5.3. In 2008, Mr. Trevor Manuel, husband of former CEO of Absa, Ramos, signed a variation of PPR 16, Rejection of Claims, into operation. Absa failed to ensure that the Exxaro Policy was amended to comply with the law and the PPR 20. The criminal liability existed as there was no compliance with PPR 16.2, as the appeals and the claims were not directly handled by Absa. In 2011, a variation of PPR 16 on the rejection of claims were issued. No timeframes for eliminating the criminal liability as per PPR 20 were set in PPR 16.1 B.
The notice of the rejection had to be issued within 20 days after such a decision was made by Absa, as insurer or by someone on behalf of them. PPR 16.1 C listed the information which had to be issued in the notice. PPR 16.1 D compelled Absa to ensure that if the claim was rejected by another party, the appeal must be directed to Absa directly, and PPR 16.1.1 E compelled Absa, as insurer, to complete the appeal assessment within 45 days. The total time from first decision to completion of appeal is 445 days.
Paragraph 541: In the case study available for assessment, which I issued to the directors prior to this meeting, the decision to reject the claim was made on 29 July 2014, while another insurer, with the same information, accepted the claim on 27 July 2014. There was no compliance with PPR 16B's 10-day period to issue a notice, and the notice was dated 30 November and issued on 14 November 2014. A criminal liability seems to come into being. PPR 16.1C, information in subsection 1, 2, 3, 4, and 5 was as a criminal offense, not disclosed as a further criminal liability under PPR 20 and LTA S 66 and/or S 67. That is my interpretation.
Paragraph 543, the PPR 16.1 (c)(i) requires for the rejection on 21 July 2014, were disclosed on 8 December 2014. This constitutes a severe non-compliance with the rules and seems to indicate that if the board does not address these failures, they can be considered under the Criminal Procedure Act as accessories to the non-compliance to the PPRs and the PPR 20 and LTA S 67 (1) (c) . Paragraph six: It is my opinion that the directors, under the governance and the risk management framework, as highlighted in the AGM minutes of 2022, expose themselves to the liability under PPR 20 if they do not address the failure to comply with the PPRs. Proposed resolution for AGM to consider.
Paragraph seven: I propose that the resolution would be accepted by the shareholders and the board in this AGM to issue retroactively compliance notice to all persons under the Exxaro Group Disability Income Protection policy, where claims were rejected, and allow these persons to make use of the 90 days afforded to them to make representations to Absa to assess the appeals within the timeframe allowed. This will ensure that the liability and the reputation of Absa is protected, we as shareholders can rest assured that we do not make money out of the disabled people that did not have the opportunity to have their legal rights given to them. Thank you, chairperson.
Mr. Du Toit , thank you very much for that. We are aware of this matter. It was raised last year, and it is my understanding that this continued engagement is on this matter with yourselves. I've got the legal team that is here. You will appreciate the challenge when the matter is before a court or there's engagement, but it's difficult for us to come up with any resolution on the matter in the AGM. To the extent that the matter has got to be ventilated and a resolution be taken here, there's procedures in terms of putting an item for discussion at a general meeting like this for a resolution, as you are proposing. I've got the legal team here with us.
I don't know if there's something you want to say very quickly on this, the matter is, as I understand, you know, before, there's legal engagements. I understand around this matter, I don't believe that we can resolve it at the AGM.
That's correct, Chair. Thank you. We are aware of the matter. The legal advice is not to get into the merits of the matter. There are a number of cases, some of which have already been settled in court, and any correspondence on this particular matter to be addressed through the correct legal channels and our attorneys.
Sure. Yeah.
Can I just ask if you can give me the court case numbers where the 12% and the failure to comply with PPR 16 is in a court, where it is ventilated? I'm not aware of that somebody else, institute, court proceedings.
Mr. Du Toit, we're happy to engage with you, but this is not the forum for it. Our legal advice from our external attorneys, as well as our internal attorneys, is to deal with the matter through the correct legal forum.
Just your name again. Sorry, I could not hear.
My name is Jason van Vuuren.
Jason.
Jason van Vuuren is the name, sir.
You say that non-compliance with PPR 16 and the update of the policies, which is not part of any litigation, is not something to be considered under the GRFM by the board or on the. Where should I address the failures to comply with GRFM?
Uh-
It's not part of any litigation.
What we're saying to you, Mr. Van Vuuren, is not. We're not trying to kill the matter. We're saying it's inappropriate for it to be dealt with at an annual general meeting where we're discussing other shareholder other matters.
Right.
Any matters to be discussed in the AGM, there's a process and a procedure to be followed, and that procedure has not also given us a time, as the board, to get into the nitty-gritties of this. As we understand it, as the board, is that this matter is, you know, is under a legal, is being dealt with through the legal channels. You'll appreciate that we cannot be in a position to deal with that. We, we respect and appreciate, you bringing this up, and we will do everything that we can through the management to ensure that it is dealt with.
And I-
For Jason van Vuuren here, Mr. Van Vuuren can engage with you directly on this matter. Of the complexity of it, I mean, it will take us, I don't know how long it will take us to deal with it in this forum. I don't think this is the right forum.
I-
What we're saying to you, is that there is channels available to you to deal with this matter, and those channels can be exercised outside of this AGM.
Can I expect that somebody is going to sit with me and discuss the failures of the policies and how we're going to handle it?
Mr. Van Vuuren, you are here. Sorry, you are Mr. Du Toit. I'm calling Van Vuuren now. Mr. Du Toit, you are here.
No problem.
AGM. Mr. Van Vuuren is here. You can talk to him either at the close of this meeting. You can then discuss processes around how we deal with this then. We will do everything that we can as a board to ensure this matter is, doesn't come up here, or something is, you know, is being done to at least advance the matter.
Okay.
Can you?
Would you then excuse me, that I can have a discussion with Mr. Van Vuuren ?
Outside the room, sir.
Thank you very much.
Yes.
Thank you.
Mr. Du Toit, we can. Are we allowed to keep this?
Yes, please.
Yeah.
If you can limit it in.
Sorry.
The minutes of the last year was excellent. I must compliment you on that. The other companies that I discuss your outsourced functions really that not that. Thank you very much.
Thank you.
It was, pleasure reading your minutes.
Thank you. We thank you for that, Mr. Du Toit. Mr. Van Vuuren is waiting outside, and the matter can be dealt with. We're still on questions. What you said, if you can tell us your name. As I said, you know, you don't have to stand up here, so you can just sit in there.
Good morning, Chair. My name is Ayabulela Khuze. I represent shareholder activist organization, Just Share. I actually have two questions, one relating to climate change outcomes linked to short-term and long-term incentives, and the other one talks about diversity when it comes to executive committee level.
Diversity at ExCo level?
Yes, ExCo.
ExCo. That's fine.
My first question: It is good to see Absa linking 10% of its short-term incentives and long-term incentives to sustainability elements. You say it is a crucial aspect given the growing concerns around climate change. Please, can you clarify which specific climate-related outcomes are linked to short-term incentives and which are linked to long-term incentives? That's my first one.
That's... Yeah, we'll... Okay.
Okay.
Second question.
Okay. Over the past year, Absa's executive committee has grown considerably with the appointment of six new ExCo members. However, of the 14 ExCo members, there are only three women. Why has Absa not taken this opportunity to actually increase female representation at ExCo level? That's my second question.
Thank you. We'll deal with that. Maybe, Rose, can I ask maybe that you give the first question a shot, then I'll back you up on that.
Thanks, Chair. Good morning. You're absolutely right, 10% in both the short term and the long term dedicated to ESG.
In the short-term incentives, the focus is on sustainability financing and the extent to which we are reviewed externally by key agencies in respect of the progress we make on ESG. On the long-term incentives, also sustainability financing, we currently are finalizing the additional measure that the board and the remuneration committee believes is appropriate to ensure that we make the progress needed over the next, you know, three years when the LTIPs manifest. That conversation is being finalized right now.
I think it's fair to say, Chair, that sustainability is clearly ranked in, both our short-term and our long-term incentives going forward, and it'll continue to stay there as we focus on this.
All right. It is something that's quite key that we just wanted to ensure that in the short term and the long term, that, you know, we ensure that, you know, we have put our pin on it as we go along. In terms of the Executive Committee being to six individuals, I think there's a historical... Can you hear me?
Yes. Yes, I can hear.
Okay. Being expanded. We had a structure called RBB, which had three executives already in existence. As we flattened the structure, those three executives naturally ascended, so which obviously the representation there wasn't ideal for us. However, as we now populated the Executive Committee, the one thing that we tried to do, obviously, was to look for expertise that we could put into specific roles. The new roles, really, where we had to fill in was people, digital, and also on the branding and marketing. We looked around and scanned around, and so clearly, the one thing that we wanted to do was to get people who could hit the ground running. Looked around and made all efforts to look for new talent.
In fact, preferably, we would have wanted the individuals to be women, if possible. Out of that exercise of acquiring three new executive members, we could only come through with one lady. The criteria was really, as far as possible, the people who meet the transformation procedure. Criteria, sorry. In this case, we found, you know, people or ACI, but unfortunately, you know, we looked and found women. We found only one woman. We continue, obviously, on the journey of actually ensuring that as we deal with the topic of succession planning, which has been dealt with quite extensively because it also was a topic of the year for the Prudential Authority.
As we look at ways in which we could find ways to change the face of the ExCo, we working, but it's a process. We have a plan, and as part of that plan, gender representation is important. In the same way as it is important at the ExCo, it is important at the Board, and we are keeping an eye on ensuring that we truly represent what we say when we say we're committed to transformation, diversity, and inclusion. As things stand, we certainly would have liked to see more, but as we obviously evolve and move people around, I assure you that we will certainly look at ensuring that we change the gender complexion of our both Executive and the Board as well. It's work in progress.
Succession planning is there. We've got tables. We've got clear strategies in terms of how we can do that. As part of natural movement, mobility of people into different positions, and attrition, we will use to ensure and use those opportunities to do that. For what we wanted at this point in time, we were able to do that one third of the way and would have liked to do it a 100% of the way.
Thank you. I think women in leadership is also one of our key metrics.
Yeah. Yeah. We agreed two days ago on what we felt was a group, a balanced scorecard, and in there, one of the aspects... We can share that, I think, going forward with the investor community, to say, "These are the metrics. This is how, this is what we're looking for. This is what forms the basis of our balanced scorecard going forward." Okay. Any other questions? Yes, ma'am.
Gwendolyn Wellman, both a shareholder as well as a client.
Sorry, your name is?
Gwendolyn Wellman.
Okay. Thank you, Ms. Wellman.
I nearly fell off my chair when I heard sustainability financing. Absa belongs or subscribes to the Equator Principles, yet, just a few months ago, I think beginning of this year, you announced that you are going to finance Tharisa Minerals Mining Company, working in Marikana, with a substantial amount of money. I want to know how on earth this decision was made, considering what Tharisa Minerals' ESG, and if you just go to Marikana, and you look how people are living there next to that mine. How Absa can say we subscribe to the Equator Principles, we want sustainability investment, et cetera, you give money to a mining company that does not obey any law? Very few. It may not get sued. Very few laws.
I want to know what due diligence was done and on what basis you made this decision.
Sure. I think the principle of investing in companies, you know, is based on existing relationships, potentially. I'm not aware of the particular example that you put into asking.
Billions of ZAR, I'm just saying.
I accept that, I'm not particularly aware of what went into the decision, specifically that particular account. The principles that we apply when we look at backing entities, obviously, we do take into account. We're very clear, we have very clear policies outlined at board level, which are cascaded down into the operations. I think as the executives make their decisions and the committees that approve the aspects, they do look at a balanced view on some of these matters. Typically, some of these matters will include the plans that the companies have to obviously reduce emissions. I'm not saying that was taken into account in this matter, ma'am.
I'm just saying the principles of it is that there are times when companies are not necessarily compliant at a point in time, but have plans and very clearly articulated plans that can be followed that say, "This is how the company plans to decarbonize." I'm not, I'm not clear as to what took place in this case. I'm not acquainted with the matters at Tharisa, so I'm not in a position at this point to articulate that. What I can articulate is a very clear principle and policy adopted by the board, which we hope is being cascaded down.
We'll find mechanisms as far as possible, maybe to stay close to those that are maybe on the border of non-compliance on ESG matters, to look at ways in which to say, "If we are to put money here, is there a plan for them to aggressively reduce their carbon emissions or comply with ESG matters?
I'm not talking about carbon emissions as such. I'm talking about the conditions under which people are living right next to that mine. That mine was supposed to resettle people already in 2014.
Yeah.
They still haven't done it. Every year they say, "We will do it. We will do it." That is part of ESG, the social part of it.
Sure.
It's part of the Equator Principles.
I understand that, yeah.
There is an issue here that cannot just be swept under the rug. I apologize to you, Chair, because you can't possibly know every single thing...
Sure.
that's going on.
No.
Certainly, the CEO and people. Because it wasn't like me going to Absa and getting a loan for ZAR 300,000. I think it was in the ZAR billions.
I appreciate that. Jason, you want to say anything on...?
Chair, all I would add, because I think your answer is exactly right in terms of the various policies and procedures we have in place, is that, you know, we've subscribed to the Equator Principles, like you say, and we also look at sustainable development goals of the United Nations, and we would hope that all of our clients would fulfill those objectives as well. I think what we can do is we can engage further with that client to understand their processes, but once again, that would be their, you know, that would be under their initiative. We will certainly engage further with that client, I think, Chair, based on what you said last year.
Sure. I think what I would like to assure you is that, you know, we're very clear as a board about the principles. I think what you are saying to us is, we also need to be given assurances around the implementation of those policies. We will look at that. You know, I'm not trying to defend the business here. We will look into the matter, understand what is happening. Typically, what I have seen, even with investors out there, they always ask for a plan.
The social issues that we see around mining areas are of importance because social issues are some things that plague us as a country, and we need to ensure that, you know, we play our part in reducing them or making sure that the counterparties that we, you know, partner with, also comply with that. I will follow up on the matter and address it accordingly as a board.
Thank you.
Thank you.
I'll be back next year.
Sure.
Okay, ma'am. I don't know. Are there any quest-?
Yeah
... questions online? then I'll come back to you.
Chair, there's Leanne Govindsamy . If, Leanne, if you want to pose your question and just say who you're representing.
Thank you, and good morning, Chair. My name is Leanne. I am from the Centre for Environmental Rights, also a member of the Fair Finance Coalition Southern Africa. My question relates to Absa's financing of Karpowership South Africa. We understand that Absa, together with the Development Bank of Southern Africa, will finance Karpowership South Africa through debt and equity loans, which has an 11-year term. This appears from an unredacted version of a recent Karpowership application. In 2021, Absa indicated in relation to Karpowership South Africa, that it would not give away the reputation that it has built on one transaction, and that any commitment would be subject to independent, legal, technical, environmental, and insurance due diligence, as well as credit processes, including enhanced due diligence processes. Please confirm whether Absa is financing Karpowership South Africa.
If so, please could you address the following questions: First, we understand from recent comments made by our Electricity Minister, that the power purchase agreement with Karpowership could be for three to five or, at the most, 10 years. Does the reduced project term not pose a massive financial risk to Absa and its shareholders? Second, the Karpowership project has not reached financial close, and the project management unit in the presidency has confirmed that the project is not among the various risk mitigation projects that are scheduled to reach financial close in the coming months. This is compounded by difficulties in Karpowership obtaining environmental, port, and other authorizations, continued litigation by affected communities, and allegations of corruption, including procurement irregularities.
Can I intervene? I'm sorry if I'm sounding rude, I don't intend to. I think we have a very short answer for you. We are not involved in the funding of Karpowership. Yeah. I'm sorry if I'm sounding rude, and that I didn't give you an opportunity to finish what you were saying, you know, that's a simple, straight answer from us. I think it's consistent with what we've said before. We're not in that investment.
Chair, thank you for your answer. Could you perhaps explain why Absa is then listed in an unredacted version of an application made to NERSA, together with the Development Bank of Southern Africa? I can provide you with the page number of the application, if that is useful.
Yeah. Maybe Arrie can come in here.
I just think, the answer is clear, we're not involved. Of course, as part of the original processes, there's possibilities that we would have considered this funding or financing, but we've made the decision clearly not to get involved. I think that's the final position on this.
Okay. All right. Thank you.
Thank you very much, ma'am. Any other questions?
Chair, there is a question on the talk tool. I'm just having a look here. From Shirley, from ESG Insight SA, on behalf of various pension funds, regarding a remuneration implementation. It's on the screen as well. I'll just read it out. "As you're aware, Chair, last year, there was a huge dissenting vote from shareholders regarding separation arrangements for the previous CEO." I'm not sure if it's, "Maybe why were there no details on addressing this issue, and any separation policy amendments not disclosed in the remuneration implementation report?
Yeah. Look, I mean, the vote against the remuneration implementation report was for 2021, was last year, so it was dealing with that. Following the low vote, we held a special meeting. We called a meeting of investors to hear the issues with implementation reports going forward. The implementation report for this year is relating to the matter related to the financial year 2022. This matter relating to the separation with the CEO is a matter relating to a prior period and not the period that we consider it now and will not feature in the implementation report. Okay. Anything else, Nadine Drutman?
That's all I can see.
Okay.
I'm just checking. Yeah, there's nothing else.
Let's come back into the room here.
Thanks, Chair. Good morning, Chair. Hello, everyone. I'm Robyn Hugo, also from Just Share. I have two questions about Absa's current exposure to fossil fuels, and then I also have a question about your financing caps. Your exposure to fossil fuel-based electricity, gas, and water supply nearly doubled from ZAR 7 billion in 2021 to ZAR 13 billion in 2022, which runs counter to your stated commitment to playing your part in financing the continent's decarbonization process. Why does Absa lump together its exposure to electricity, gas, and water supply? It makes it quite difficult to understand and compare, for example, the bank's exposure to renewable energy versus fossil fuel-based energy. May I proceed to my next question, Chair?
Yes, please.
You say that your exposure to oil has increased due to two things. Number one, the usage of already committed facilities, and secondly, the rand/dollar exchange rate. Does that mean that over this reporting period, there's been no new financing, either limits or drawn, to oil? On the financing caps, we've noted the sensitive sector financing limit caps reported in your latest TCFD report, applying to the three major fossil fuel sectors: coal, oil, and gas.
... These are largely the same as the exposure limits in your 2021 reports, but the staggered dates that you've provided now are very useful. Thank you. Even though trading loan book exposures are excluded, these limits are so high above your current levels of exposure that you can continue to increase your exposure to oil until around 2030, to coal until at least 2040, and gas even beyond 2050, meaning that your financing strategy is not aligned with climate science. How do you justify these limits in the context of your stated plan to, quote, "Contribute to a sustainable and low-carbon future"? Thanks, Chair.
Thank you. Trying to remember the first question related to the increase-.
Yes, lumping together electricity, gas, and water supply.
Okay. I suppose, you know, we obviously will look into our disclosures in terms of, you know, separating our exposure. I don't think the intention was to hide anything necessarily. I think going forward, you know, we will certainly give it a closer look in terms of our disclosures going forward. Certainly, you know, as we've indicated in the past, that we would remain committed to investments that are either in our books in terms of reinvestment. You correctly explained that the exposure to currencies, et cetera, has had the effect of obviously increasing, you know, as we get down exposure through comparative rand. The impact is there.
I think our philosophy is one, as our decarbonization plan is linked to where the sovereign is going, we are aligned to that. Our view is that we would like, obviously, to take a balanced approach to decarbonization. To that extent, we will not be going into anything that is new, you know, outside of what we've committed ourselves to.
What is important, and it's a principle that we take as a company, as a board, is that, as we decarbonize, we have to be mindful of the unique situation that our country and other countries or other markets in which we operate are experiencing, and that, you know, as we decarbonize, we need to make sure that those economies continue to operate, and we continue to see growth, and that we deal with all the social issues in balance. I don't know, Francis, if you wanna come in and clarify some other-
Yeah, I think, Chair, what, you know, what I can add is that our decarbonization policy is actually guided majorly by also the state of the economies in which we have present market economies and the resource basis of these countries. The socioeconomic challenges that countries in our source markets face dictate that we take a very balanced view in terms of how we manage the decarbonization program, because there has to be a context. We cannot ignore what the development challenges that these economies face in the context of their own, you know, resource basis as well.
We really have to strike a balance between the environmental imperatives as well as the social challenges that come along with the pursuit of any meaningful decarbonization program.
Sure. Jason, you want to talk a little bit more about the disclosures?
Yes. Thanks, Chair. I just had a chance to go and look at the TCFD report and, although you're right, it's not obvious, if you go into the more detailed pages, page 35 of the TCFD report breaks out the exposures.
Those are your future limits.
Yes.
Yeah.
We will continue to look to enhance and evaluate our disclosures, so thanks for the input. Thank you. All right, anything else before we continue?
Sorry, I'll just add that this was a question that was sent in in writing, we responded in writing. It is from a shareholder, they asked that we would just deal with it at the AGM as well. I'm just gonna read the question, sort of majority of it, and the response. This is from the Friends of the Earth Mozambique. Question pertains to Absa financing of the Mozambique LNG project. LNG project has caused mass human rights violations, sent the country further into debt spiral. It's fueling militarization, has displaced 1 million people, left 4,000 Mozambicans killed. Even after TotalEnergies claimed force majeure in 2021, the war and displacements have continued. Even though TotalEnergies insists it will bring development to the country, it has no official pathway for doing so.
Even though the country has been a power producer for many years, the country remains one of the poorest in the world, and only 30% of the population have access to electricity. There's no reason to believe that this project will be different. These are obviously the views expressed of the writer for Friends of the Earth. TotalEnergies is now planning on restarting the project. There's no end to the war in sight. Mozambique Energy's restart will only exacerbate it. This week, TotalEnergies made public the assessment report by Jean-Christophe Rufin on the humanitarian situation, and there's many criticisms of TotalEnergies' behavior and actions. The report has led the biggest financier, the U.S. Export-Import Bank, to confirm its review, that it's reviewing its financing.
Several other banks have told us that the force majeure has allowed them, legally, as part of their contract, to reassess the project. Does Absa plan to continue financing? Will Absa be reassessing the project with a view to deciding whether or not it will continue financing? How will Absa carry out this assessment, et cetera? The answer that was given to Ms. Rawoot was obviously thanking her for the correspondence. Previously mentioned, we understand the significance of our responsibility, so we have engaged previously as a bank to the communities and environment in which we operate. We recognize the importance of mitigating environmental risks and fostering sustainable development. Our lending practices are guided by principles which take into consideration the environmental and social impacts of the projects we finance.
The Mozambique Energy project aligns with these lending principles and meets our due diligence requirements, which are aligned to the Equator Principles. We're currently reviewing the report by a Dr. Jean-Christophe Rufin, which provides insights into socioeconomic, humanitarian, and human rights situation in Cabo Delgado province, and particularly in these particular districts. The report was commissioned by TotalEnergies on behalf of Mozambique Energy. We remain committed to transparency, accountability, and will continue to closely monitor the project to ensure it upholds our standards and expectations. Other than that, Chair, I think we don't have any further questions.
Thank you very much, Nadine, for that. In the absence of further questions, we can continue with the business of today, which summarized earlier on, that we have 10 resolutions to be voted. Five ordinary resolutions, two non-binding advisory votes, and three special resolution. I now turn.
Chair, just to confirm, we are 72.9%.
I was coming to that.
Represented. Okay.
Thank you. The notice of the AGM was sent to the shareholders within the prescribed period, as required by the Companies Act. I will take notice of this meeting as read. I also wish to confirm, as Nadine has said, that 72.9% of shareholders are represented at this meeting. In terms of the voting procedures, you know, voting on all resolutions will be opened or opened at the start of the meeting. I did earlier on say that we do have a link. Once should you want to vote, you click on the Vote icon at the top of the screen. From here, the resolutions on all voting will be displayed.
To vote, you simply select your voting direction on the options shown on the screen. A confirmation message will appear to show your vote has been received. To change your vote at any time in the meeting, click on the Change Vote link and simply select another direction. Voting can be performed at any time during the meeting until I have declared at the end of the meeting that voting on all resolutions has stopped. At this point, your last choice will have been already as submitted. Shareholders are encouraged to capture their votes for resolutions at the earliest opportunity of voting, to ensure that these have been recorded in the event of a technical interruption or break in your connectivity.
Shareholders attending the AGM in person today will be able to vote on their internet-enabled smartphone, tablet, or computer, in accordance with the guidance provided by the transfer secretaries. Voting for all the resolutions will be displayed at the end or at the close of this meeting. For purpose of the virtual voting process, I'll appoint scrutineers, representatives of Computershare Investor Services Pty Limited, these are the company's transfer secretaries. We shall proceed with the business of the meeting and voting on the resolutions. These will be displayed on the screen as well. We start that. The first one is the presentation of the annual financial statements and reports.
The full statements and summarized form of the Absa Group Limited statements, including the reports of the directors, the external auditors, the Group Audit and Compliance Committee. That's for the period underway, which is... Sorry, the period looked at, which is the 31st of December, 2022, have been published to the shareholders and are available on the website, on the website at Absa. I hereby present the said audited financial statements and the reports of the aforementioned to this AGM, as required by Section 33D of the Companies Act. Are there any questions on the shareholder platform or teams, or in the room, regarding the annual financial statements? Thank you very much.
If there are no specific questions, I declare that the meeting has noted these annual financial statements together with the reports aforementioned. Now we move to present the report of the Social, Sustainability and Ethics Committee. The Companies Act requires us the Social and Sustainability and Ethics Committee to report through one of its members to the shareholders at the AGM on matters within the committee's mandate. The report is included in the 2022 Environmental, Social, and Governance report on page 16 and is accessible on the company's website. The Chair of the Social and Sustainability and Ethics Committee, Francis Okomo-Okello, is available to take any questions that you may have on the report. Are there any questions on the shareholder platform, teams, on the Sustainability Ethics Report? Okay.
If there are no specific questions, I declare that the meeting has noted, the report of the Social, Sustainability and Ethics Committee. In terms of the ordinary resolutions, I did indicate earlier on that would require 50% plus 1 vote to pass the first five resolutions. The first resolution, deals with the reappointment of the company's joint external auditor, to serve until the conclusion of the 2023 financial year audit. So Resolution 1.1, is for the reappointment of a joint auditor, KPMG Inc., with a designated auditor, Ms. Heather Berrange, who is in the meeting today. I shall now put the motion that the reappointment of KPMG as the company's auditor to hold office until the conclusion of the next AGM be approved.
Will you kindly indicate your vote in respect of resolution one on your devices? Ordinary resolution two deals with the reappointment of PricewaterhouseCoopers as also the company's joint external auditor. The Group Audit and Compliance Committee recommends, the directors also endorse the reappointment of PwC with John Bennett as the designated auditor, as the company's joint external auditor. I shall put the motion that the proposed appointment of PwC and the company's auditors to hold office until the conclusion of the next AGM be approved. Would you kindly indicate your vote in respect of resolution two on your device? We shall move on to ordinary resolution three, which also discuss other resolutions, 3.1 to 3.5.
These relate to the re-election of directors, their profiles are to be found on pages 14 to 18 of the shareholder notice. You are required to re-elect by separate and standalone resolutions, the following directors, by rotation and being eligible, and who have offered themselves for re-election. They are Alex Darko, Francis Okomo-Okello, Jason Quinn, Montlantla Mhlongo, and Tasneem Abdool-Samad. It is noted that Alex Darko and Francis Okomo-Okello will be retiring from the board after their nine-year tenure at the end of September 2023, and accordingly, will stand for the period from June to September 2023. Based on the outcome of the determinations by the board as to skills, capacity, experience, and independence, the board recommends the re-election of these members by their shareholders.
Voting on these appointments will be dealt on an individual basis. I will put on 3.1, the motion that Alex Darko's re-election be approved. Would you indicate your vote for the re-election of Alex Darko? Move on to ordinary resolution 3.2, which is the motion for the re-election of Francis Okomo-Okello, that this be approved by the shareholders. Kindly indicate your vote for re-election of Francis. Move on to 3.3, which is the motion for the re-election of Jason Quinn, that this be approved. Please indicate your vote for the re-election of Jason Quinn. Ordinary resolution 3.4 is the motion for the re-election of Montlantla Mhlongo, that this be approved.
Please indicate your vote for the re-election of Montlantla. Ordinary resolution 3.5, I put in the motion that the re-election of Tasneem Abdool-Samad be approved. Please indicate your vote for the re-election of Tasneem. That deals with ordinary resolution three, re-election of directors. Ordinary resolution four. We've got resolutions numbered 4.1 to 4.5, and I wish to apologize for a typo, but the AGM notice refers to numbers 5.1 to 5.5 in the introductory paragraph, actually 4.1 to 4.5. These resolutions relate to the reappointment or appointment of Group Audit and Compliance Committee members.
The profiles of these individuals concerned are to be found on pages 14 to 18 of the shareholders' notice. You are required to reappoint, by separate and standalone resolutions, the following directors as members of the Group Audit and Compliance Committee of the company. They have been nominated in terms of Section 94(2) of the Companies Act, namely, Alex Darko, subject to election as an independent non-executive director, pursuant to ordinary resolution number 3.1. Daisy Naidoo, René van Wyk, Susan Nientuoli, and Tasneem Abdool-Samad, subject to election as an independent non-executive director, pursuant to ordinary resolution 3.5. I would like to record that the board supports the reappointment of these directors, so voting on these reappointments will be dealt on an individual basis.
I'd like to put now the motion for the reappointment of Alex Darko as a member of the Group company's Audit and Compliance Committee for that approval. Indicate your vote for the reappointment of Alex Darko to Audit and Compliance Committee. Ordinary resolution number two is a motion that I'd like to put forward for the reappointment of Daisy Naidoo as a member of the Group Audit and Compliance Committee. Please indicate your vote for the reappointment of Daisy Naidoo. I will also put now the motion that the reappointment of Tasneem Abdool-Samad as a member of the company's Audit and Compliance Committee be approved. Kindly indicate your vote for the reappointment of Tasneem.
Ordinary resolution 4.4, I will now put the motion for the appointment of Susan Nientuloi as a member of the company's Audit and Compliance Committee, that it be approved. Kindly indicate your vote for the appointment of Susan Nientuloi. Moving on to ordinary resolution 4.5. Oh, okay. I will now put the motion that the reappointment of René van Wyk as a member of the company's Audit and Compliance Committee be approved. Kindly indicate your vote for the appointment of René van Wyk. That deals with the appointments to the audit committee. We shall move on to ordinary resolution number five. This resolution as regards the placing of authorized but unissued shared capital under the control of directors.
This is in terms of the company's MOI, the shareholders have to approve the placement of this unissued ordinary shares under the control of directors. The existing authority granted by the shareholders at the previous AGM expires at this AGM, unless renewed. The directors wish to seek renewal of this authority. We must note that we don't have, at this stage, as directors, no plans to make use of this authority, but we are seeking its renewal in order to ensure that we, as the company, have maximum flexibility in managing the group's capital resources. I therefore propose the resolution to place a maximum of 5% of the unissued ordinary shares or the maximum number of authorized but unissued ordinary shares, from time to time, under the control...
Unissued ordinary shares from time to time, under the control of directors to be issued as and when suitable. That this motion be put to the meeting, kindly indicate your vote in respect of ordinary resolution number five on your device. We move on to the non-binding advisory vote. The first one relates to the endorsement of the company's remuneration policy and the company's remuneration implementation report. I would like to indicate or remind that this is a requirement of King IV, and it's a non-binding advisory vote number one. This is to endorse the company's remuneration policy. That's the first one.
I will now put the motion of non-binding advisory vote number one, to endorse the company's remuneration policy for voting. Kindly indicate your vote in respect of this non-binding advisory vote number 1 on your device. We then move on to the non-binding advisory vote number 2, which deals with the company's remuneration implementation report. I would now put the motion of the non-binding advisory vote number two in respect of the company's remuneration implementation report for voting. Kindly indicate your vote in respect of non-binding advisory vote number two on your device. We shall move on to the special resolutions. Please note that the percentage of voting rights required to pass these resolutions is 75%.
We've just got Professor Kruger's indicated he has a question on the second special resolution. It's the one dealing with the authority to repurchase the company's securities. I'm not sure if you want to take that now or just do the first one and then take the question just before that one.
Let's take a question on that now.
It's Professor Jan Kruger. I hold, 2, I think 244 shares. I just want to express that I'm very unhappy... With any share repurchases, I've seen so many times that it's been misused. Share repurchase is a misuse of shareholder funds. If you claim that the best investment in your industry is buying your own shares, then I consider that as a complete vote of no confidence in the industry. Yeah, okay, just leave it there.
We note that we note your concern. What we'd like to assure you is that we. It's not a vote that we will misuse and that we will use lightly. There may be special situations, as you know, markets are markets, and at times they can, you know, they can misprice an asset. There may well be instances where it makes so much sense, you know, financial sense, even for the shareholders themselves, to do share buybacks or repurchases. You say, you say-
It's always in favor of the shareholders.
Yeah.
If you pay that out as a dividend, you can't get a better investment. The shareholder can decide how to invest, reinvest that money.
I think those philosophical views are wrong. I'm happy to debate that outside of this meeting with you. We note your discomfort. Okay, thank you. Where were we?
Special resolution number one.
One, yeah. No, we're done. We, I had moved on to special resolution number two.
I don't think so, Chair.
That's why we are sorry.
Yeah.
It's general authority. Let's go down to special resolution number two, which, to authorize the company, to effect the general repurchases of shares, if such is needed.
Yeah, special resolution number one first.
Sorry, Chair. Yeah, we're going back to one.
Yeah, I've dealt with special resolution number one earlier on. I'm happy to come back to it.
Yeah.
Oh, sorry. Yeah, you're correct. Sorry, Jason.
Okay.
That was at the introduction point. Let's come back to special resolution number one, which deals with the remuneration of the non-executive directors for their services effect from the 1st of June. As we all know, it's a requirement of the Companies Act, but non-exec remuneration are approved by way of a special resolution. The full particulars of all remuneration and benefits paid to directors is captured in page 59 of the 2022 remuneration report. I shall now put the proposed remuneration of the non-executive directors, as reflected on page eight of the shareholders' notice, payable from the 1st of June to and including the last day of the month preceding the next AGM, be approved accordingly.
Would you kindly indicate your vote in respect of special resolution number one on your device? Special resolution number two is to authorize the company to effect the general repurchase of shares if such a need is required. I think we just had a conversation with the professor now that the special resolution is for the general authority to permit the company or any subsidiary of the company to buy back not more than 5% of the number of shares as at the 31st of December, 2022. Please note that although the JSE permits share repurchases for up to 20%, the company limits the percentage of any possible repurchase of shares to 5%. Note further that this authority will only be used if circumstances are appropriate.
I shall now put the motion that the special resolution be passed. Would you kindly indicate your vote in respect of special resolution number two on your handset? We shall move on to special resolution number three, which is a special resolution regarding financial assistance to a related or interrelated company corporation in terms of Section 45 of the Act. I shall now put the motion to authorize the company to provide direct or indirect financial assistance as defined for purposes of Section 45 of the Companies Act. Would you kindly indicate your vote in respect of special resolution number three on your handset? Ladies and gentlemen, as indicated earlier, you are able to change your vote on any of the resolutions at any point.
If you wish to do so, please do so now. The voting will close out in the next two minutes. Do that. The results of the vote on each of the resolutions will be displayed once the counting has taken place, and these will be displayed on the screen. Let's just wait for a few minutes.
We have one and a half.
Pardon?
We have one and a half minutes close.
We'll wait. I suppose we wait for Computershare just to.
Yeah, computer.
All right.
Okay.
Okay. Ladies and gentlemen, the results of the vote on each of the resolutions are there on the screen. Sorry, I'm struggling to see, from here, but I can see-
Why not just go a bit bigger, if you can?
The resolutions so far up to from 1.1 to 3.4, those have passed. Shall I read them out? Okay, 1.1 ordinary resolution at 99.99%. Ordinary resolution number two, Peter, can you... Who's controlling this?
It's finance on the other side. It's finance. It's okay.
Yeah. Okay, I'll just stick to page one until I've gone through this. ordinary resolution 2.1, 99.99%. Ordinary resolution number two. Is it 3.?
3.1.
3.1, 95.7% passed. 3.2, 95.42%. resolution number 3.3, 99.5%. 3.4, 97.5%. 3.5, 97.14%. If you can move up. Above from 3.5.
Okay, 3.5 is the second-.
3.5 there is 97.14%. There's ordinary order resolution 4.1, which is 97.37%. 4.2, 99.11%. 4.3, 63.18%. 4.4 is 99.57%. 4.5, ordinary resolution is 98.69%. Ordinary resolution number 5 is 91.51%, passed. The non-binding advisory vote, 4, 86.98%. The non-binding advisory vote, can you... I just see, I can't see the numbers there.
89 point, which one?
I can see 86.98.
Yeah, so.
The next one, non-binding advisory vote number two.
Okay, it's coming. Why not just scroll further up? It's not scrolling. Give it a sec. Ben, can you. It's large. Drop lower?
Is it live?
Yeah, it's live.
Okay.
It might just be a delay. Just give it a second.
Oh, I see. When they've done that. It's like, but...
Thank you.
Okay, non-binding advisory vote number two. Oh, dear Lord! Okay. Sitting at 67.59%, this would require another special meeting as the remuneration implementation report didn't receive the required-
Yeah
... 75%,
We'll engage with shareholders, too.
We'll set a date with the shareholders. For the rest, the special resolutions, the first one is at 97.15%. Special resolution number two, 99.79%. Special resolution number three, 95.84%. All the resolutions passing, except that the non-binding advisory vote regarding the implementation report, that will require us to schedule a date with the investors for us to engage with regards to that. Ladies and gentlemen, this concludes almost on time the annual general meeting. I wish to thank you for your attendance, and those traveling or flying to long hour, you know, long away distances from Johannesburg, please be careful, and all the best, and till we see each other in next year.