May I extend to you a warm welcome to the 83rd Annual General Meeting of Shareholders of Hulamin, and the fourth meeting held entirely via electronic platform, which option is available to Hulamin in terms of the Companies Act, read with the Memorandum of Incorporation. To ensure smooth proceedings, I request representatives to send their questions via the comment section of the virtual meeting room if any shareholder or shareholder representative wishes to raise any questions. If appropriate, members are requested to reserve their questions until we reach the general agenda item. Members who have elected to vote at the meeting will be requested to email their voting paper to Computershare, who are acting as scrutineers at the following email address: proxy@computershare.co.za once all the resolutions as set out in the annual general meeting notice have been considered.
I will, at the appropriate juncture of the meeting, remind members to do so. I will now request the Computershare representative to confirm that all shareholders present at the meeting have been verified by them. Okay, we'll move on then. Ms. Secretary, is the meeting properly constituted?
Yes, Chair. I confirm that a quorum is present to proceed with the meeting. Thank you.
Thank you. I formally declare the meeting properly constituted. The notice calling the meeting was duly circulated to shareholders on the 6th of April, 2023. This notice contains full details of the ordinary and special resolutions to be considered at this meeting. May it be taken as read. Ladies, and gentlemen, in accordance with good governance and practice, the voting on all resolutions at this annual general meeting will be conducted by poll. This is to ensure a fair and accurate reflection of the votes cast. Those shareholders or representatives who opted to vote at the meeting today will be given a chance to submit their vote electronically to Computershare. Also, to prevent frequent interruptions which could occur if the votes were counted after each resolution, the voting papers will only be consolidated after the last of the resolutions have been addressed.
The annual financial statements of the company for the year ended 31 December 2022 on pages 48-109 of the integrated report include the report of the directors, that's on page 50, the independent auditor's report on pages 53-55, and the audit committee report on pages 51-53. We now proceed to deal with the ordinary resolutions. Ordinary Resolution One. With regards to the election of the non-executive directors, separate resolutions have been put forward in respect of each director standing for election instead of one combined resolution. In our case, there are four directors who retire in accordance with the company's Memorandum of Incorporation, and who, being eligible, offer themselves for re-election. Brief profiles of the directors standing for re-election are set out on pages 10-12 of the governance report. Starting with Dr. B. Mehlomakulu, is there a proposer and seconder for her re-election as a Director?
Mr. Chairman, I propose the re-election of Dr. B. Mehlomakulu.
Mr. Chairman, I second the resolution.
Dr. B. Mehlomakulu has been proposed and seconded for re-election. Ladies, and gentlemen, those shareholders and representatives voting today, please record your vote on line number one of the voting paper. The next Director is Mr. V.N. Khumalo. Is there a proposer and seconder for his re-election as a Director?
Mr. Chairman, I propose the re-election of Mr. V.N. Khumalo.
Mr. Chairman, I second the resolution.
Mr. V.N. Khumalo has been proposed and seconded for re-election. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line two of the voting paper. We move on to the next Director, and that is Mr. N. Maharaj. Is there a proposer and seconder for his re-election as a Director?
Mr. Chairman, I propose the re-election of Mr. N. Maharaj.
Mr. Chairman, I second the resolution.
Mr. N. Maharaj has been proposed and seconded for reelection. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number three of the voting paper. The next D irector is Mr. S.P. Ngwenya. Is there a proposer and seconder for his reelection as a Director?
Mr. Chairman, I propose the re-election of Mr. S.P. Ngwenya.
Mr. Chairman, I second the resolution.
Mr. S.P. Ngwenya has been proposed and seconded for reelection. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number four of the voting paper. We now move on to Ordinary Resolution number 2, which deals with the appointment of audit committee members. With regards to the election of members of the audit committee, separate resolutions have been put forward in respect of each director standing for election. In our case, there are three members to be appointed. I propose that the following directors of the audit committee be appointed as members. Starting with Dr. B. Mehlomakulu. Is there a proposer and seconder for her election as Member of the Audit Committee?
Mr. Chairman, I propose the election of Dr. B. Mehlomakulu as a Member of the Audit Committee.
Mr. Chairman, I second the resolution.
Dr. B. Mehlomakulu has been proposed and seconded for election as a Member of the Audit Committee. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number five of the voting paper. The next member is Mr. N. Maharaj. Is there a proposer and seconder for his election as a member?
Mr. Chairman, I propose the election of Mr. N. Maharaj as a Member of the Audit Committee.
Mr. Chairman, I second the resolution.
Mr. N. Maharaj has been proposed and seconded for election. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number six of the voting paper. The next is Mr. C.A. Boles. Is there a proposer and seconder for his election as a member?
Mr. Chairman, I propose the election of Mr. C.A. Boles as a Member of the Audit Committee.
Mr. Chairman, I second the resolution.
Mr. C.A. Boles has been proposed and seconded for election. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number seven of the voting paper. Let's now deal with Ordinary Resolution number 3. That is the appointment of the Social, Ethics, and Sustainability Committee members. With regards to the non-binding advisory vote of the election of the members of the Social, Ethics, and Sustainability Committee, separate resolutions have been put forward in respect of each director standing for election. In our case, there are four members to be appointed. I propose that the following individuals be appointed as members of the Social, Ethics, and Sustainability Committee. Starting with Mr. V.N. Khumalo. Is there a proposer and seconder for his election as a Member of the SESC?
Mr. Chairman, I propose the election of Mr. V.N. Khumalo as a Member of the Social, Ethics, and Sustainability Committee.
Mr. Chairman, I second the resolution.
Mr. V.N. Khumalo has been proposed and seconded for election as a Member of the Social, Ethics, and Sustainability Committee. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number eight of the voting paper. The next is Mr. S.P. Ngwenya. Is there a proposer and seconder for his election as a member?
Mr. Chairman, I propose the election of Mr. S.P. Ngwenya as a Member of the Social, Ethics, and Sustainability Committee.
Mr. Chairman, I second the resolution.
Mr. S.P. Ngwenya has been proposed and seconded for election. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number nine of the voting paper. The next member is Dr. B. Mehlomakulu. Is there a proposer and seconder for her election as a member?
Mr. Chairman, I propose the election of Dr. B. Mehlomakulu as a Member of the SES.
Mr. Chairman, I second the resolution.
Dr. B. Mehlomakulu has been proposed and seconded for election. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number 10 of the voting paper. We move on to deal with Ordinary Resolution number 4, and that relates to the external auditor appointment. I propose that Ernst & Young Inc, be appointed as the company's external auditors, and that Mr. Farouk Ebrahim be appointed as the designated auditor to hold office for the ensuing year. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is open for discussion. Ladies, and gentlemen, those shareholders or representatives voting today, please record your vote on line number 11 of the voting paper. We move on to remuneration matters and Ordinary Resolution number 5 is the non-binding advisory vote on the remuneration policy. Ladies, and gentlemen, the remuneration policy non-binding advisory vote reads as follows: Resolved to endorse through a non-binding advisory vote the company's remuneration policy as set out in the remuneration report contained on pages 39- 45 of the integrated report. I now propose that the remuneration policy non-binding advisory vote as set out in the notice convening this meeting be adopted. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no further discussion, those shareholders or representatives voting today, please record your vote on line number 12 of the voting paper. We now deal with the Ordinary Resolution number 6, which is the non-binding advisory vote pertaining to the remuneration implementation report. Ladies, and gentlemen, the remuneration implementation report non-binding advisory vote reads as follows: resolved to endorse through a non-binding advisory vote the company's remuneration implementation report as set out on pages 45- 47 of the integrated report. I now propose that the remuneration implementation report non-binding advisory vote as set out in the notice convening this meeting be adopted. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no discussion, those shareholders or representatives voting today, please record your vote on line number 13 of the voting paper. We then move on to Ordinary Resolution number 7. Ladies, and gentlemen, the authorization to sign documents to give effect to resolutions reads as follows. Resolve that any one director or the company secretary be, and are hereby authorized to do all such things and sign all such documents and take all such actions as they consider necessary to give effect to the resolutions set out in this notice of AGM. I now propose that the authorization to sign documents to give effect to resolutions as set out in the notice convening this meeting be adopted. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no discussion, those shareholders or representatives voting today, please record your vote on line number 14 of the voting paper. We then move on to deal with special resolutions, starting with Special Resolution number 1, dealing with the approval of Non-Executive Director fees. Ladies, and gentlemen, the resolution is as follows: to grant the company authority by a separate vote in respect of each item to remunerate its non-executive directors for their fees as directors and/or to pay any fees related thereto on the following basis, provided that the above-mentioned authority shall be valid with immediate effect until the next AGM to be held in 2024.
I now propose that the special resolution dealing with the approval of non-executive directors' fees, as set out in the notice convening this meeting, be adopted as a special resolution. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no discussion, those shareholders or representatives voting today, please record your vote on line number 15 of the voting paper. We now move to deal with Special Resolution number 2. Ladies, and gentlemen, the resolution is as follows. Resolved as a special resolution subject to the provisions of Section 45(2) of the Companies Act, that the provision of any financial assistance by the company to any company or corporation which is related or interrelated to the company, as defined in the Companies Act on the terms and conditions which the directors may determine, be and is hereby approved. I now propose that the special resolution dealing with financial assistance, as set out in the notice convening this meeting, be adopted as a special resolution. Is there a seconder for this motion?
Mr. Chairman, I second the resolution, the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no discussion, please record your vote on line number 16 of the voting paper. We deal with the Special Resolution number 3, which is the general authority to repurchase shares in the company.
Ladies, and gentlemen, the resolution is as follows: resolved as a special resolution that the board of directors is hereby authorized, in terms of Section 48(8) of the Companies Act, by way of a renewable general authority, in terms of the provisions of the JSE listing requirements, and as permitted by the company's Memorandum of Incorporation, to approve the purchase by the company of its ordinary shares and/or the purchase of ordinary shares in the company by any of its subsidiaries or any trust controlled by the company upon such terms and conditions and in such amounts as the board may from time- to- time determine, but subject to the Memorandum of Incorporation of the company, the provisions of the Companies Act and JSE listing requirements when applicable, and provided that the conditions as more fully described in the notice convening this meeting are observed or fulfilled.
I now propose that the special resolution dealing with the general authority to repurchase shares in the company, as set out in the notice convening this meeting, be adopted as a special resolution. Is there a seconder for this motion?
Mr. Chairman, I second the motion.
This resolution has been proposed and seconded and is now open for discussion. If there is no discussion, please record your vote on line number 17 of the voting paper. Before dealing with the report back by the Social, Ethics, and Sustainability Committee, and to allow the independent scrutineers to count the votes, those shareholders or representatives voting today are now requested to email their voting papers to proxy@computershare.co.za. The Computershare representatives will now tally up the votes received today. Please ensure that the voting paper is signed. Mr. V.N. Khumalo will now provide feedback on social and ethics matters pertaining to the company, as set out on page 19 of the governance report. Mr. Khumalo.
As the Chairman of the Social, Ethics, and Sustainability Committee, I advise that the following entire year were discussed at the Social, Ethics, and Sustainability Committee meeting held during 2022. Responsibilities. Broad-Based Black Economic Empowerment. Reviewed the performance against the group's employment equity targets approved by the Remuneration and Nomination Committee. Reviewed and approved the strategy to be followed by the group to achieve its transformation social and ethics goals. Reviewed and reported on the implementation of the strategy through the evaluation of the goals set and the performance of the group in respect of these goals.
On statutory duties, the committee also looks to perform the statutory duties as set out in Regulation 43(5) of the Companies Regulations, 2011 for a Social and Ethics Committee and monitor the group's activities, having regard to any relevant legislation, other legal requirements, or prevailing codes of best practice related to specific areas. On ethics, the committee must review and approve for recommendation to the board for authorization, the following codes and policies or any amendments thereof. The Code of Ethics, Code of Conduct for Suppliers and Service Providers, Conflict of Interest and Gift Policy for Employees, Whistleblowing Policy, Corporate Compliance Policy, Crime Involving Dishonesty, Fraud Policy and Fraud Prevention Strategy. On sustainability, the committee has the following responsibilities. Review and approve for recommendation to the board for authorization the group's sustainability development policy. Delegate to management the implementation of the group's sustainability development policy.
Review the performance of the group in implementing the sustainability development policy. Review and approve position statements for key sustainability issues such as climate change and water security in light of the risk profile set by the board, and report to the risk committee on the group's sustainability risk profile. The work of the committee included the following. Review progress made on the preferential procurement, enterprise development and supplier development. Approval of the procurement policy. Consideration of progress on corporate social investment, including development of communities in the greater Pietermaritzburg area and granting of sponsorships, donations, and charitable giving. Engagements on the aluminum beneficiation initiative.
Considerations included the following. Matters relating to environment, health and safety, resource efficiency, Hulamin carbon footprint, COVID-19, safe health and environment performance standards, environmental strategy, matters relating to group fraud and ethics, matters relating to stakeholder engagements, matters relating to legal compliance, consumer relationships, assurance compliance, code of ethics training, and King IV compliance status of Principle 2 and Principle 8. Thank you, Chair.
Thank you, Mr. V.N. Khumalo. Let's then move on to the results. I will now ask Company Secretary to announce the results of the poll.
Thank you, Mr. Chair. Chair, let me start by confirming that Computershare has indeed verified all the shareholders, and the voting results have been scrutinized by them. The results for the Hulamin AGM are as follows. Ordinary Resolution 1.1, the re-election of Dr. B. Mehlomakulu as a director, 99.86% for and 0.14% against. Ordinary Resolution number 1.2, re-election of V.N. Khumalo as a director, 99.34% for, 0.66% against. Ordinary Resolution number 1.3, re-election of N. Maharaj as a director, 99.94% for, 0.06% against. Ordinary Resolution number 1.4, re-election of S.P. Ngwenya as a director, 99.80% for, 0.20% against.
Chair, Ordinary Resolution number 2.1 to elect Dr. B. Mehlomakulu as a Member of the Audit Committee. We have 99.75% for, 0.25% against. Ordinary Resolution number 2.2 to elect N. Maharaj as a Member of the Audit Committee, Chair. We have 99.91% for, 0.09% against. Ordinary Resolution 2.3 to elect C.A. Boles as a Member of the A udit Committee. 99.91% is for, 0.09% against. Ordinary Resolution number 3.1, Chair, to elect V.N. Khumalo as a Member of the Social, Ethics, and Sustainability Committee. We have 99.40% for, 0.60% against. Ordinary Resolution number 3.2 to elect S.P. Ngwenya as a Member of the Social, Ethics, and Sustainability Committee.
We have 99.81% for, 0.19% against. We then come to Ordinary Resolution 3.3 to elect B.A. Mngadi as a Member of the Social, Ethics, and Sustainability Committee. Chair, we have 99.73% for. Sorry, 99.73% for, and 0.27% against. Ordinary Resolution number 3.4 to elect Dr. B. Mehlomakulu as a Member of the Social, Ethics, and Sustainability Committee. We have 99.84% for and 0.16% against. It is Ordinary Resolution number 4, the appointment of Ernst & Young as the auditors of the company. It is 99.97% for and 0.03% against. Ordinary Resolution number 5, which is the non-binding advisory vote on the endorsement of the company's remuneration policy.
We have 92.38% for and 7.62% against. Ordinary Resolution number 6 is the non-binding advisory vote. This is the endorsement on the company's remuneration implementation report. We have 92.38% for and 7.62% against. Ordinary Resolution number 7, authorization to sign documents to give effect to resolutions stands at 99.91% for and 0.09% against. Special resolutions. Special Resolution number 1, to approve remuneration payable to non-executive directors. We are standing at 94.51% for, 5.49% against. Special Resolution number 2, to approve the granting of financial assistance to subsidiaries and other related and interrelated entities. We have 99.77% for and 0.23% against.
Chair, the final resolution for the day is special Resolution number 3, which is to approve the general authority to repurchase the company's shares. We have 97.67% for and 2.33% against. Chair, those are the results. Thank you.
Thank you very much, Company Secretary. We now get to general. I guess this is the opportunity for shareholders or representatives to ask any questions they may have. Company Secretary, can I ask you to read out the first question?
Thank you, Chair. Chair, the first question comes from Cobus Cilliers from All Weather Capital, and it reads thus: Could you please provide us an update on the operations to date, meaning volumes rolled and challenges faced to date? Also, how has the increased level of load shedding impacted the supply chain and downstream customers for Hulamin? In the event of stage 8 load shedding is implemented nationwide, does this make a big impact on the load curtailment at the factory in Pietermaritzburg? Thank you, Chair.
Thank you, Company Secretary. Can I ask the Interim CEO to make comments, obviously bearing in mind that we can only speak in generalities. We can't, for instance, address specifically the issue of volumes. We can provide a very broad sense of the environment and where the business is heading.
Thanks, Thabo. Thank you for the question, Cobus. Let me start with the second part first, which is the issue of load shedding. There has been some impact on our customers in the extrusion area and in the can sheet area due to load shedding. In terms of overall volume, it's not overly material. It's concerning, but not overly material at this point in time. As you know, we don't, at Hulamin, suffer from load shedding, we suffer from load curtailment. We have generation capacity to protect us out to a load shedding level of level 6. It's level 4, I should say, and that's with the generation capacity. If it goes above that, then we need to start shutting down key machinery and it becomes.
It impacts on volume. We haven't had anything, again, material this year. There's been some nuisance ones. Generally, we've been able to work with the supply authority to be able to not have a, again, a material impact on volume. We have three generators on order. I think there's one arriving this month, another one in late June, and another one in August. That will take us up to a load shedding comparison. That will take us up to protection to level 6. If it goes beyond that into level 8, then, yes, that would have the potential to have significant effects, but it depends on the length of time and the frequency that we suffer from stage 6, stage 8.
I don't really wanna predict a time of what would have a major effect. Let's say it was in place for three days and yeah, that'd have a big effect on us. Let me come back and generally talk about how our first part of the year has been. It's pretty much where we wanted it to be. There's been some change in mix. The mix is a lot better than we thought it might have been. We have shed some very low margin products. In terms of where we are year- to- date, I'm pretty happy.
Wonderful. Company Secretary, any other questions?
Thank you, Chair. I confirm that is all the questions we've received thus far. Thank you, Chair.
Thanks, Geoff, for answering that question. Thank you to Cilliers for asking that question. 'Cause I think it has helped us to provide a sense for all other participants and representatives on the call a sense of the environment we have traded under in since the beginning of the year. Ladies, and gentlemen, I think we have dealt with the business of this meeting. I thank you all for your participation and look forward to engaging again in our next meeting. Thank you all and goodbye.