Ladies and gentlemen, on behalf of the board of Absa Group Limited, I warmly welcome you, our valued stakeholders, to the 39th AGM. Before we proceed, I would just like to mention a few things. Shareholders joining us on Teams are please requested to mute their broadcast on the shareholder platform, as the broadcast sound will be slightly behind the Teams sound. If you can help us with that, that would help us a lot. Thank you. Before I provide my opening remarks, let me also outline the process for any shareholder that has questions around the annual general meeting notice, the 2024 integrated report, the 2024 annual financial statements, the 2024 report of the Social Sustainability and Ethics Committee, or any other matter which is tabled at this meeting. If you are attending in person in the room, please raise your hand to ask questions.
If you are attending virtually and wish to ask verbal questions, please raise your hand on Teams. If you are 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 messaging screen, and then press send. Shareholders require an invitation code to access the shareholder platform, and this would have been provided in advance upon online registration through a Computershare virtual meeting services shareholder platform at https://meetnow.global/za. Thereby click on the above logo. I shall either respond or direct the questions to the appropriate respondent. Shareholders are also referred to the virtual or hybrid meeting shareholder user guide, which is available in the documents folder once the meeting has been accessed from the Absa AGM 2025 shareholder platform.
To participate in shareholders. The user guide would have been emailed to shareholders after they had received their access credentials. Ladies and gentlemen, the notice convening this meeting has been in your possession for the prescribed period. Following the SENS announcement of 27 May 2025, shareholders are hereby reminded that ordinary Resolution 5.6, and that's the one relating to the reappointment of René van Wyk as audit committee member, that resolution has been withdrawn. We will not be voting on Resolution 5.6. Just once again, thank you for being here. Following a wave of elections across a number of countries, political shifts and trade realignments in developing nations have deepened the sense of uncertainty in the world. Despite this uncertainty and the related volatility, the global economy has stayed in aggregate in 2024.
Inflation eased and interest rates began to trend lower, though with varying degrees of caution and divergence across markets. In our continent, the picture was mixed. Across our African present markets, monetary easing gained momentum and growth trended upward. However, many economies continue to grapple with policy fragility, the rising protectionism that we were seeing, and also an unconvinced fiscal capacity. These tempered the recovery and underscored the structural nature of the continent's growth challenges. In South Africa, the suspension of load shedding and some improvements in flight and port operations improved business sentiment. The first report cut in four years marked the start of a gradual easing cycle. However, political tensions around the delays in the passing of the national budget exposed the fragility of the new political arrangement, tampering with the optimism I mentioned earlier. This continent-wide pattern of setback and recovery was reflected in our results.
The dramatic shift in U.S. policy will continue to impact our continent, both directly through reduced rates, increased tariffs, and impediments to trade, and more indirectly given the impact on our trading partners and on global economic forces as a whole. The impact on ESG has been at the forefront of these policy changes, and we see this reflected in the views of multinationals and government at large. At Absa, we remain committed to ESG, both in its client and social dimensions, and we continue to monitor our impact and our commitments through our various committees. Performance-wise, 2024 was a year of two halves. Whilst our first half disappointed us, we rallied in the second half to deliver much-improved results. For the full year, our headline earnings per share grew 10%, and our return on equity improved to 14.8%, which was in line with our cost of equity.
After a strong December, our total shareholder return was 23%, which was a significant improvement from 2023's decline of 9%. Whilst, as a board, we're encouraged by our improved results, we recognize the need to maintain this momentum and consistently meet our guidance. We are focused on delivering our 2025 return on equity guidance of slightly above 15% and also committed to our target of 16% for 2026. We have a clear and realistic plan, and the board is encouraged by management's commitment and single-minded focus on execution. I must say, ladies and gentlemen, a lot of credit goes to Charles Russon, who stepped in as Interim Chief Executive Officer. He brought steadiness, he brought strategic clarity, and he brought results-focused leadership at a critical time. Improving the performance of the retail SA business is a priority for us.
Combining it into one business is an important step in this process, and I'm sure you've seen some media reports in this regard. Appointing Kenny Fihla as the permanent Chief Executive for the group is a step towards strengthening our executive leadership. As you know, he starts exactly in two weeks or two Tuesdays from now he starts. Kenny brings a strong Pan-African banking experience and a proven track record in delivering results in challenging times. He has the unwavering support of the board and will work with the executive team to ensure Absa is well-positioned to meet both current and future demands. As the board, we are confident that his leadership will further enhance Absa's positive momentum and our ability to deliver meaningful value to our clients and stakeholders. Amidst all these changes, we are mindful of the critical role that culture plays in delivering our strategy.
While the period last year impacted employee morale, we're excited about the culture transformation work that is underway throughout the organization to develop a thriving workforce that is agile, performance-driven, and equipped to drive our Pan-African ambition. Over the years, we have remained resolute about fostering diversity, equity, inclusion, and belonging across the organization. We have achieved notable progress in advancing Black representation across all management levels. While the progress is evident, opportunities do remain to enhance representation of Africans and also increase the representation of Black women in senior management. Being an active force for good, we always say this. We say we are an active force for good in everything that we do, and we do so, and that we are is a non-negotiable imperative for us. That is important for us. I'm thus pleased that we continue to exceed expectations, especially in our sustainability initiatives.
Notably, sustainable finance reached ZAR 37.1 billion in 2024. This led us to achieve our accumulated target of ZAR 100 billion one year ahead of schedule in terms of that fund. Technological advances such as artificial intelligence and quantum computing, as well as increased adoption of digital wallets and cashless payments, are reshaping the banking landscape. We continue to invest in technology to strengthen our digital offerings across all segments and use advanced analytics to enhance our clients' digital experience. We are proud to have delivered reliable and stable online digital services in 2024, as well as progress in digital adoption across our markets. On the board front, we have made changes to the board composition this year.
In line with our commitment to enhancing the board's capacity and driving effective succession planning, we appointed Sindi Zilwa and Zarina Bassa effective from the 1st of April in 2025 this year. Sindi is an experienced board director and former audit partner. She brings strong credentials in entrepreneurship, risk management, and governance. Zarina brings extensive banking and board experience, underpinned by a background as a former audit partner and also as a retail banking executive. We are confident that their expertise will strengthen the board, but will also enhance the diversity of perspectives around the table. As announced a few weeks ago, I will be stepping down as Chairman of the board and also as an independent non-executive director. This takes place effective 15th of July this year. Last year was very challenging for us as we dealt with Absa's poor performance, dealing with reputational issues and leadership changes.
This placed heavy demands on our board, particularly on myself and my time. My decision was prompted by the need to invest more time in my business interests in the short term to spend more time with my family and to inject momentum to my community projects, all of which have become important as one enters the sixth floor. Given that Absa is repositioned for improved performance, we have appointed a new CEO and started restructuring our retail operating model, and now it seems like an opportune time for me to step down. It has been an honor to serve with committed directors on the board and to work with a management team that has demonstrated remarkable resilience through periods of change. René will take over as Chairman of the board effective the 15th of July, subject to regulatory approval.
In René, I am very confident that the group is in good hands, and I wish René every success as she takes on this important role. As I prepare to hand over the greeting, I remain confident in the strategy, the execution of which will ensure Absa delivers meaningful value for all its stakeholders. To our clients, customers, partners, organized labor, regulators, and investors, I'd like to thank you for your trust and support. To the employees and executive of Absa, thank you very much for your continued dedicated service to this organization. Together, I believe we will continue building a sustainable, inclusive future guided by the powerful purpose of empowering Africa's tomorrow together, and doing so once during better time.
Ladies and gentlemen, let me move on to the formal AGM agenda, and please note that the proceedings of this meeting have been recorded and broadcast via live webcast.
With me in attendance are the Leading Independent Director to my left here, Nonhlanhla Mjoli-Mncube, the Chairman of the Social Sustainability and Ethics Committee, Ihron Rensburg to my right, the Chairman of the Group Audit and Compliance Committee, Tasneem Abdool-Samad is over there, the Chairman of the Group Capital and Risk Management Committee and Group Credit Committee, René van Wyk, next to Tasneem there , the Chairman of the Remuneration Committee, Rose Keanly, she's on my left here, the Chairman of the Information Technology Committee, Peter Mageza, is here as well, the Interim Chief Executive Officer of the Absa Group, Charles Russon, with us in the room, and we also got Deon Raju, next to Rose, he is the Group Financial Director. Then we've got the Group Company Secretary, Nadine Drutman, she's also on my left. We also have other board members in attendance in the room and online.
We do have more other directors beyond the ones that are in the room here. Ihron Rensburg is available to answer any questions on matters pertaining to the Social Sustainability and Ethics Committee. This is as required in terms of the company's state. Tasneem Abdool- Samad is available to answer any questions on the report of the Group Audit and Compliance Committee, and Rose Keanly is available to answer questions on matters pertaining to the Remuneration Committee. Representatives of the external auditors are attending the AGM via the live webcast, and we will respond to questions relating specifically to the 2024 audit. Riaz Muradmia represents KPMG, and John Bennett represents PwC.
Members of the media attending the AGM via the live webcast do so in a guest capacity as opposed to a shareholder capacity, and will therefore not be able to post questions during the course of the AGM. The Absa Media Relations Team will facilitate responses to their questions following the conclusion of the formal AGM proceedings. It is important to allow us to finalize the voting and have the results audited before the outcomes are communicated. Shareholders will have received the indicated report, notice of the annual general meeting, the audited condensed consolidated financial results. These were all available on the website from 1st of April 2025. In addition, a further SENS was issued on 19th May, reminding shareholders of the details as to how to join the AGM using the virtual channel.
We have 13 resolutions for matters to be voted on, either in person or via proxy before shareholders at this meeting today. These are seven ordinary resolutions requiring support of more than 50% of the voting rights exercised. We have two non-binding advisory votes on the company's remuneration policy and remuneration implementation report, four special resolutions which require 75% support of the voting rights exercised. I now turn to the agenda of the meeting. The business of the meeting is to consider the resolutions that are to be mentioned. The notice of the AGM was sent to shareholders within the prescribed period as I have said earlier, and I will take this notice as having been read, ladies and gentlemen. I confirm that we have a quorum with 64.9% of shareholders represented at this meeting. At this point, ladies and gentlemen, I will address any questions.
My colleagues and I will address any questions on the subject of this meeting before we proceed to the voting. Please, shareholders, please, please. Shareholders are kindly requested to limit their questions to the matters on the agenda of the AGM and to keep them as short and succinct as possible. As mentioned previously, external auditors are also in attendance to respond to questions relating to the audit. Maybe I can go into the room and ask or across the room to ask if there are any questions in the room. Are there any? Sorry, ma'am. Sorry, I didn't see you. Thank you. If you can, maybe before she speaks, you tell us who you are.
Thank you, Mr. Chairman. My name is Nomathemba Dzinotyiwei. I am the Absa Group. I do recall you mentioned that you're only taking questions that are on the agenda.
I just wanted to check if the question is in order. It really relates to what you said earlier about the opportunity that presents itself for us to change our culture. I wanted to really ask about the employee engagement and reports and executive plans. Is that question in order?
Do you want to deal with it now, Charles?
Yeah, sure. Yeah. Thanks for the question. Culture is clearly a priority for us as an organization. Annually, we run a colleague engagement index, which had a 91% participation rate last year. The outcome of the results of the survey was a decline, which obviously as the management of the organization and the board we need to act on.
As part of that, we have initiated a culture program, which is underway at the moment and will continue probably for at least another 12 months, driving for an outcome that leads to a culture that is inclusive and ultimately leads to performance in the organization. This is a top priority of both the executive and the board, and we are monitoring it and tracking it.
Work on the my time is well underway. The Social Sustainability and Ethics Committee is getting well engaged with our critical process. I do not think I am safe to come back around.
Yeah, Chair, just to appreciate the question and to confirm what you have just said, Chair, that this matter is top of mind, not only for the SEC, but for the entire board.
As a matter of fact, after our AGM, we will receive an update, and that update will give us an indication of the status of the culture in the organization. On the basis of that, we will engage with the party that is working with us in order over the next 12-18 months to achieve demonstrable shifts towards the ideal culture.
Thank you. Yeah. I just happened to be at 12:30 P.M., so it is time when the board will be engaging on that. Any questions inside the room? Can we go online to see if there are any questions on Teams or on the platform? Are there any questions maybe?
Yes, Chair, there are questions on the platform. Maybe Darren, if you want to screen the questions. There are four questions from Mr. Mncube from ESG Insights.
We can possibly just have them on the screen, and then I'll just read them out.
Whilst we're reading these out, are there any further questions in the room?
Okay. The first one is executive remuneration. Given the exclusion of total shareholder return from the performance scorecard and the 1% increase in the STI pool despite the performance of key non-financial metrics, how does the Remuneration Committee justify the alignment of executive pay with long-term shareholder value? Second question, audit and compliance weaknesses. Following the SARB ZAR 10 million refund for inadequate reviews of high-risk clients , including PEPs, what new governance measures have been implemented to improve compliance and board oversight of anti-money laundering and current due diligence systems? Third question relates to financed emissions.
Given that financed emissions constitute the majority of Absa's carbon footprint, and then lastly, if your financing of the Mozambique LNG project, how do Absa reconcile such investments with its net zero targets and commitments? Fourth question relates to transformation and diversity commitments. Considering past criticisms regarding transformation and diversity, particularly at executive levels, what progress has been made in the past year to address these concerns, and how is the board ensuring accountability in this area?
Thank you very much. If we can ask you to give us a short response to the TSR measure. Maybe before your role starts, is that there's varying views on the measure of total shareholder return. We found that an overwhelming majority of shareholders actually didn't prefer this measure. We believe that the measures that were put in place, in fact, will.
The focus on quality delivery, focused on ROE and PEPs, will go a long way towards actually driving the outcome of making sure that we deliver upon the total shareholder returns that the investors are looking for. I hope Rose can give more color.
Thank you. Thank you, Chair. Good morning, everyone. What I would add is that we engaged extensively with shareholders in the last week or so across a number of our large, 32 of our large shareholders, and discussed in depth the design of our incentives, both the outcomes as well as the design going forward. We received very strong support for focusing the financial metrics on ROE and headline earnings PEPs, which is in line with the commitments we have made to the market and the performance journey and recovering the credibility that you alluded to earlier. Thank you.
Tasneem, on the SARB, right?
Yeah. Thanks. Thanks, Chair. Just to respond, I mean, obviously, as a country and as an organization, we have a responsibility to enhance processes to allow us to be removed off the patent pre-listing. So the levying of the ZAR 10 million fine. I mean, at Absa, we take governance and compliance with laws and regulations very seriously. We can confirm that we have addressed long before the levying of the fine, we have addressed all the items and have been working closely with the SARB to address these matters.
Okay. That sounds Tasneem. In terms of the carbon footprint and the project in Mozambique, you are good to go.
Yes. Thank you very much, Chair. Just to begin by saying that as Absa, we take our responsibility absolutely seriously.
In this regard, our commitment to our transition plan towards net zero by 2050 remains in place, and we are resolute to achieve that objective. That is accompanied by our commitments to the 2030 interim targets for oil, coal, and gas. In that regard, insofar as coal is concerned, we've set ourselves the goal by 2030 to reduce our portfolio. Insofar as oil is concerned, by—I'll just get the number in a moment—by 15%. In regards to oil and gas, to reduce our commitment by 9%. There is no doubt about our commitment. We do recognize that it's important to support gas as part of a time-bound transitional strategy aligned with our climate commitments and the continent's energy realities.
Gas is recognized both globally and locally as a transition fuel that can help reduce dependency on coal, support grid stability, and enable the scaling of renewables. In this context, our financing of gas projects, such as those in Mozambique, is guided by this clear 9% emissions intensity reduction target for oil and gas financing by 2030, which is aligned with the International Energy Agency announced pledges scenario. These projects are subject to enhanced ESG due diligence, community impact assessments, and climate risk screening. In fact, Chair, participation in transitional gas infrastructure has helped us reduce our portfolio carbon intensity, moving us towards our 2030 glide path without compromising energy access. Our exposure to gas, such as the Mozambique project, is time-bound and subject to review in line with project maturity, emissions outcomes, and policy evolution. This is not a contender to commitment.
Sorry, Chair, just as we're coming on, clarify. Our targets for absolute reduction in coal-related exposure is 25% and not 15%. Just to be clear, I just wanted to clarify that the target is 25% and not 15%. Chair,
thank you very much. That's understood. Thanks for that clarification. Thank you. Yeah, look, I mean, as we obviously do this work, we must also understand that the progress that we're going to be making in this, as we measure it, is unlikely to be linear. You'll find years where things move back. I think the general direction is moving the trend in this lower over time. I think on transformation diversity commitments, we have made significant progress, and I think we've covered quite a lot in our integrated report in terms of the progress that we have made.
As I said in my opening remarks, there's opportunity, obviously, for us to focus in certain areas as we focus our transformation efforts, particularly as they pertain to Africans and Black women in leadership. I think in terms of women in leadership, we're sitting at just under 40%, about 39.14% in terms of progress there. At all levels in the organization, there has been significant improvement. In fact, if I'm to be very specific, if you look at our Exco today, and this is a point that Charles makes, that if you look at our Exco, we find that we only have about two people that are classified white out of an Exco 14P. There's progress being made, I think there's specific areas where we can sharpen the pencil. I think generally, I'm comfortable with the progress that we're making in terms of information.
It's been significant moves just across the levels. Maybe you can come in there.
Just a footnote to say that we obviously compare ourselves with our peers across the financial sector. The evidence is there that the organization is not behind its peers, but it is in some areas ahead of its peers and in some others slightly behind peers. Overall, we're positive about the direction and the momentum. Clearly, insofar as women in senior leadership, that is an issue that we are preoccupied with. Sure.
Yeah. I'm very proud to say that we keep on making very strong appointments in some of the areas that will make significant appointments. An example is the CEO, and we'll continue to look for opportunities to do that. Having said that, as an Absa, as a business that we are, we believe that there is opportunity for everyone.
As we build this business, we will make sure it is properly diversified with appropriate skill set of that. Right. Shall we move off and see if there are any further questions before we move to the road to procedures?
Just checking with Darren that there is nothing more that has been posted. I cannot see anything.
No further questions today. Thank you. Ladies and gentlemen, voting on all resolutions will be open at the start of the meeting on the shareholder platform. Once voting has opened, click on the vote icon at the top of the screen. From here, resolutions and voting choices will be displayed. To vote, simply select your voting direction from the options shown on the screen. A confirmation message will appear to show your vote has been received.
To change your vote at any point in the meeting, click on the change vote link and simply select another direction. Voting can be confirmed at any time during the meeting until I have declared at the end of the meeting that voting on all resolutions has been closed. At this point, your last choice will have been already submitted. Shareholders are encouraged to capture their vote 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. The voting results for all our resolutions will be displayed.
The voting results will be shown on the screen there, and I will read them out as well. For the purposes of the virtual voting process, I appoint as scrutinous representatives of Computershare Investor Services Pty Limited. These are the company's transfer secretaries. We shall now proceed with the business of the meeting and voting on the resolutions. The full audited annual financial statements and the summarized form of Absa Group Limited, including the report of the directors, external auditors, the group audit, and compliance committee for the year ended 31 December 2024, have been published to shareholders and are available on the company's website, www.absa.africa. I hereby present the said audited financial statements and the reports aforementioned to this AGM as required by Section 33 of the Companies Act.
Are there any questions on the shareholder platform or on Teams or inside the room regarding the annual financial statements? If there are no specific questions from the shareholders, I declare that the meeting has noted the annual financial statements together with the reports aforementioned. We now move to present the report of the Social Sustainability and Ethics Committee. The Companies Act requires the Social Sustainability and Ethics Committee to report through one of its members to the shareholders at the AGM on the matters within the committee's mandate. The report is included in the 2024 Sustainability and Climate Report on page 37 and is accessible on the company's website. Ihron Rensburg, the Chairman of the Social Sustainability and Ethics Committee, is available to take any questions that you may have on the report.
Are there any questions on the shareholder platform or on Teams or in the room regarding the Social Sustainability and Ethics Committee report? Ladies and gentlemen, if there are no specific questions, I declare that the meeting has noted the report of the Social Sustainability and Ethics Committee. We shall move on to the ordinary resolutions that I've mentioned earlier. Please note that the percentage of voting rights required to pass the first seven resolutions is 50% +1 vote of those represented at this meeting. Ordinary Resolution number one deals with the appointment of KPMG as the joint company's external auditors. The Group Audit and Compliance Committee recommends and the directors endorse the proposed appointment of KPMG with Riaz Muradmia as the designated auditor as the joint company's external auditors.
I shall now put the motion that the reappointment of KPMG as the company's auditors to hold office until the conclusion of the next AGM be approved. Ladies and gentlemen, would you kindly indicate your vote in respect of Resolution number one on your devices? Ordinary Resolution number two deals with the appointment of PriceWaterhouseCoopers or PwC as the company's joint external auditors. The Group Audit and Compliance Committee recommends and the directors endorse the proposed appointment of PwC as the company's joint external auditors. Please note that John Bennett is the designated auditor for PwC. I shall put the motion that the proposed reappointment of PwC as 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 number two on your devices?
Ordinary Resolution number three, we have a number of them, numbered 3.1 to 3.6, sharing you. These resolutions relate to the reelection of directors, the profiles of which are to be found on pages 15 to 20 of the shareholders' notice. You are required to reelect by separate and stand-alone resolutions the following directors who retire by rotation but being eligible and who have offered themselves for reelection. These are Alpheus Mangale, Fulvio Tonelli, Nonhlanhla Mjoli-Mncube , Peter Makeza, René van Wyk, and Tasneem Abdool- Samad. Based on the outcome of the determinations by the board as to skills, capacity, experience, and independence, the board recommends their reelection by shareholders. Voting on these appointments will be dealt with on an individual basis. Ordinary Resolution number 3.1, I will now put the motion that the reelection of Alpheus Mangale be approved.
Would you kindly indicate your vote for the reelection of Alpheus? Ordinary Resolution number 3.2, I will now put the motion that the reelection of Fulvio Tonelli be approved. Would you kindly indicate your vote for the reelection of Fulvio? Resolution number 3.3, I will now put the motion for the reelection of Nonhlanhla Mjoli-Mncube be approved. Would you kindly indicate your vote for Nonhlanhla ? Ordinary Resolution number 3.4, I will now put the motion that the reelection of Peter Mageza be approved. Would you kindly indicate your vote for the reelection of Peter? Resolution number 3.5, I will now put the motion that the reelection of René van Wyk be approved. Would you kindly indicate your vote for the reelection of René? Ordinary Resolution number 3.6, I will now put the motion that the reelection of Tasneem Abdool- Samad be approved.
Would you kindly indicate your vote for the reelection of Tasneem? That deals with ordinary resolution number. Shall move on to the next resolution. Again, this ordinary resolution is as follows. Numbers 4.1 to 4.5. These resolutions seek to confirm the appointment of directors appointed by separate and stand-alone resolutions subsequent to the last AGM. The profiles of these directors can now be found on pages 15 to 20 of the shareholders' notice. Resolution number 4.1, I put the motion that the appointment of Deon Raju be confirmed. Would you kindly indicate your vote for the confirmation of appointment of Deon as a director of the company? Resolution number 4.2, I put the motion that the appointment of Charles Russon be confirmed. This is to reflect the appointment of Charles from 15th October to 16th of June this year.
Would you kindly indicate your vote for the confirmation of appointment of Charles Russon as a director of the company? Ordinary Resolution 4.3, I put the motion that the appointment of Sindi Zilwa be confirmed. Would you kindly indicate your vote for the confirmation of appointment of Sindi as a director of the company? Ordinary Resolution 4.4, I put the motion that the appointment of Zarina Bassa be confirmed. Would you kindly indicate your vote for the confirmation of appointment of Zarina Bassa as a director of the company? Motion number 4.5, I put the motion that the appointment of Kenny Fihla be confirmed. This is to reflect the appointment of Kenny as CEO dated the 17th of June 2025. Would you kindly indicate your vote for the confirmation of appointment of Kenny Fihla as a director of the company?
We move on to Resolution number five. Ordinary Resolutions 5.1 to 5.7 relate to the appointment and reappointment of the group audit and compliance committee members. The profiles of the individuals concerned are to be found on pages 15 to 20 of the shareholders' notice. Stand-alone resolutions. The following directors as members of the group audit and compliance committee of the company. The board supports the appointment or reappointment of these directors. Voting on these appointments or reappointments will be dealt with on an individual basis. Resolution number 5.1, I will now put the motion that the appointment of Sindi Zilwa as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the appointment of Sindi?
Ordinary Resolution 5.2, I will now put the motion for the appointment of Zarina Bassa as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the appointment of Zarina Bassa? Resolution number 5.3, I will now put that the reappointment of Alison Beck as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the reappointment of Alison Beck? Resolution number 5.4, I will now put the motion that the reappointment of Peter Mageza as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the reappointment of Peter Mageza? Resolution number 5.1, I will now put the motion that the reappointment of Fulvio Tonelli as a member of the company's audit and compliance committee be approved.
Would you kindly indicate your vote for the reappointment of Fulvio Tonelli? As I indicated earlier Resolution number 5.6 has been withdrawn in line with the SENS announcement that was made earlier. Resolution number 5.7, I will now put the motion for the reappointment of Tasneem Abdool- Samad as a member of the company's audit and compliance committee be approved. Would you kindly indicate your vote for the reappointment of Tasneem Abdool- Samad? Ladies and gentlemen, ordinary Resolutions 6.1 to 6.7 relate to the appointment of the Social Sustainability and Ethics Committee members. The profile of the individuals concerned are to be found on pages 15 to 20 of the shareholders' notice. You are required to appoint by separate and stand-alone resolutions the following directors as members of the Social Sustainability and Ethics Committee of the company.
You have been nominated in terms of Section 72 7AA of the Companies Act. Or they have been nominated, sorry. The board supports the appointment of these directors. Voting on these appointments will be dealt with on an individual basis. We move on to Resolution number 6.1. I will now put the motion that the appointment of Sindi Zilwa as a member of the company's Social Sustainability and Ethics Committee be approved. Will you kindly indicate your vote for the appointment of Sindi Zilwa? Resolution number 6.2, I will now put the motion that the appointment of Ihron Rensburg as a member of the company's Social Sustainability and Ethics Committee be approved. Will you kindly indicate your vote for the appointment of Ih ron Rensburg?
Resolution number 6.3, I will now put the motion that the appointment of Luisa Diogo as a member of the company's Social Sustainability and Ethics Committee be approved. Would you kindly indicate your vote for the appointment of Luisa Diogo? Resolution number 6.4, I will now put the motion that the appointment of Nonhlanhla Mjoli- Mncube as a member of the company's Social Sustainability and Ethics Committee be approved. Will you kindly indicate your vote for the appointment of Nonhlanhla Mjoli- Mncube? Moving on to Resolution number 6.5, I will now put the motion that the appointment of Rose Keanly as a member of the company's Social Sustainability and Ethics Committee be approved. Would you kindly indicate your vote for the appointment of Rose Keanly?
Coming to Resolution number 6.6, I will hand over to Nonhlanhla Mjoli-Mncube, who is our independent director, to take the meeting through this, and then she will hand it back over to me. Over to you, Nonhlanhla.
Thank you, Sello. I will now put the motion for the appointment of Nonhlanhla Mjoli- Mncube as a member of the company's Social Sustainability and Ethics Committee to be approved. The appointment is applicable until the 15th of July. Would you kindly indicate your vote for the appointment of Nonhlanhla Mjoli- Mncube?
Thank you, Nonhlanhla. Resolution number 6.7. I will now put the motion that the appointment of Kenny Fihla as a member of the company's Social Sustainability and Ethics Committee be approved. Again, this is applicable as from the 17th of 2025. Would you kindly indicate your vote for the appointment of Kenny Fihla?
Ladies and gentlemen, we move on to resolution number. Authorized by the unissued share capital under the control of the directors. In terms of the company's memorandum of incorporation, shareholders of the company have to approve the placement of the unissued ordinary shares under the control of directors. The existing authority granted by the shareholders at the previous annual general meeting expires at this AGM unless it is renewed. The directors wish to seek renewal for this authority at this meeting. I therefore propose that the resolution place the 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 of the directors to be issued as and when suitable situations arise. Be passed and put motion to the meeting. Will you kindly indicate your vote in respect of Resolution number seven?
Sorry, ladies and gentlemen, I just need to deal with a small mentality as well. I think technology is potentially failing me here, so I have to go the manual route here in terms of. Now we move on to the non-binding advisory votes. Now, this non-binding advisory endorsement, this relates to the non-binding advisory endorsement of the company's remuneration policy and the company's remuneration implementation report. The King IV report on corporate governance for South Africa 2016, popularly known as King IV, recommends and the listings requirements require the company to table its remuneration policy and implementation report for separate non-binding votes by shareholders at the AGM.
Even though the resolutions are non-binding, if the remuneration policy or the implementation report for both are voted down by 25% or more of the voting rights exercised, the board will, as recommended by King IV and required by the JSE, implement certain measures, including an invitation to dissenting shareholders to engage with the company. The company's remuneration policy and implementation reports are included in the 2024 remuneration report and are accessible on the company's website. Non-binding advisory vote number one, this deals with the company's remuneration policy. I will now put the motion of non-binding advisory vote number one to endorse the company's remuneration policy for voting. Will you kindly indicate your vote in respect of non-binding advisory vote number one on the devices? We move on to non-binding advisory vote number two. This is with regards to the company's implementation report.
I now put the motion of non-binding advisory vote number two in respect of the company's remuneration and implementation report for voting. Will you kindly indicate your vote in respect of non-binding advisory vote number two on your device? Ladies and gentlemen, we shall now move on to the special resolutions. Please note that the percentage of voting required to pass this special resolution is 75%, either in person or by proxy. These are the votes that have been voted or exercised today. Resolution number one deals with the remuneration of the non-executive directors for their services payable from the 1st of June 2025. It is a requirement of the Companies Act that non-executive directors' remuneration be approved by way of a special resolution. All particulars on all remuneration and benefits paid to directors given 2024 are included on page 46 of the 2024 remuneration report.
I shall now put the motion that the proposed remuneration of the non-executive directors, as reflected on page eight of the shareholders' notice, payable from the 1st of June 2025, up to and including the last day of the month preceding the date of approval of non-executive directors' fees at the next AGM, be approved accordingly. Will you kindly indicate your vote in respect of Resolution number one on your device? Resolution number two is to authorize the company to effect general repurchase of shares if such is needed. The special resolution is for a general authority to permit the company or any subsidiary of the company to buy back not more than 5% of the ordinary shares as at December 2024.
Please note that although the JSE permits share repurchases of up to 20%, the company limits the percentage of any possible general 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 resolution be passed. Ladies and gentlemen, kindly indicate your vote in respect of Resolution number two on your device. We move on to Resolution number three. This relates to the financial assistance for the subscription of securities in terms of Section 44 of the Companies Act. Section 44 of the Companies Act regulates the provision of financial assistance by the company for the purposes of or in connection with the purchase of any securities of the company or a related or interrelated company.
The company may provide such financial assistance provided that the shareholders of the company have passed a special resolution within the previous two years. The effect of this resolution will be to allow the company to the extent permissible in the Companies Act to provide financial assistance as contemplated in Section 44 of the Companies Act. I shall now put the motion to authorize the company to provide financial assistance as defined for purposes of S ection 44 of the Companies Act. Will you kindly indicate your vote in respect of Resolution number three on your device? Now, Resolution number four is regarding the financial assistance to a related or interrelated company or corporation in terms of Section 45 of the Companies Act. Section 45 of the Companies Act regulates the provisions of loan or other financial assistance by the company to certain categories of persons.
The company may provide such financial assistance provided that the shareholders of the company have passed a resolution within the previous two years. The effect of this resolution will be to allow the company to the extent permissible in the Companies Act to provide financial assistance to the subcategories of persons. The recent Companies Amendment Act number 16 of 2024 permits the provision of financial assistance by holding company to its subsidiaries domiciled in South Africa without the provisions of Section 45 being applicable. The requirements of Section 45 do, however, remain applicable to foreign subsidiaries. I shall now put the motion to authorize the company to provide direct or indirect financial assistance as defined for the purposes of Section 45 of the Companies Act. Will you kindly indicate your vote in respect of Special Resolution number four on your devices?
Ladies and gentlemen, as this deals with all the resolutions that we're therefore voting, 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 in the next two minutes. I'll just give two minutes for us to wrap up the voting. The results of the vote on each of the resolutions will be displayed in two minutes. We shall wait for the two minutes to pass. Will you kindly? It is raining. I'm sorry. It's raining after two minutes. Let's just give it two minutes. Here we go. If you tabulate and see the results shortly. Ladies and gentlemen, did you get the thing on? Ladies and gentlemen, the voting is now closed.
We'll just wait for Darren to work through the numbers and then display them on the screen for everyone to see. We are in your hands there, sir. Ladies and gentlemen, we have the results. Yeah, all the ordinary resolutions have passed. We are just going through resolution five now. That is what we see on the screen. They have all passed. Resolution number six also, see them passed. Resolution number seven, also the same. We get to the non-binding advisory votes. They have also passed. All the special resolutions have passed. Ladies and gentlemen, I can confirm that all the resolutions have passed. Thank you for your attendance at this annual general meeting. For those who are going to be driving, wish you safety on these roads. I will see you next year.
Thank you for the support over the years that I've been in. It has been a pleasure engaging you. Thank you very much.