Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 19th Annual General Meeting of the members of the Lewis Group, which is being held virtually. In terms of Article 19.6.1 of the Memorandum of Incorporation, I'm chairing the meeting in my capacity as chairman of the board of directors. More than three members are attending the meeting, and the members present represent 8,272,296 shares in the company. I should advise that I'm holding proxies and letters of representation in terms of 29,975,865 shares. As the necessary quorum is present, I declare the meeting duly constituted.
In order to ensure that all votes cast at this meeting are taken into account, I have determined that the resolution set out in the notice of the AGM be taken as a poll. For the purpose of the poll, I nominate Computershare present at this meeting to act as the scrutineers. Once the voting is opened, voting can be performed at any time during the meeting until voting on the resolution is closed. Thereafter, the results will be announced at the end of the meeting. Results will be displayed in real time after I've closed the voting. I will allow the motions to be discussed after they've been put to the meeting. Any shareholder or appointed proxy attending the meeting is eligible to ask questions. Questions may be submitted at any time and will be addressed once all the motions have been put to the meeting.
Shareholders may ask verbally through the phone line, which details were provided to them upon registration, or by typing these questions in the chat box at the bottom of the messaging screen on the online meeting platform. We shall now proceed with the business of the meeting. The notice of the AGM convening the meeting has been in your hands for the prescribed period, and I therefore would like to take it as read. It is a requirement in terms of the Companies Act 2008, as amended, that the directors' report, the external auditors' report, the Audit Committee report, the annual financial statements, and the Social and Ethics and Transformation Committee report be presented at the annual general meeting of shareholders.
The directors' report is set out on pages 8-10 of the annual financial statements for the year ended 31 March 2023. The independent auditors' report is set out on pages 11-16 of the annual financial statements for the year ended 31 March 2023. The Audit Committee report is set out on pages four to seven of the annual financial statements for the year ended 31 March 2023, and the Social and Ethics and Transformation report is set out on pages 50-51 of the notice to the AGM, and a copy thereof is formally tabled here today. The annual financial statements, statements as well as the integrated annual report, are available on the company's website, and copies thereof are formally tabled today.
Are there any questions in relation to the annual financial statements, including any of the reports that I have mentioned? If you could please just restrict questions to the financial statements themselves, we will deal with any other questions at the end of the resolutions. Are there any questions? Okay, I don't see any questions. Okay, we will now proceed with the resolutions required to be voted on. The next item on the agenda Ordinary Resolution Number 1, for the election of the board of directors. You are now asked to consider the re-election of various directors retiring from the board and appointed to the board in terms of the Memorandum of Incorporation. The election of each director will be dealt with separately.
I will now hand the meeting over to our Chairperson of the Audit Committee to propose Ordinary Resolution 1.1.
Ordinary resolution 1.1 reads as follows: Mr. Hilton Saven retires by rotation and is eligible and available for re-election. On recommendation of the Nominations Committee, I propose that Hilton be re-elected as a non-executive director in accordance with Ordinary Resolution 1.1. A brief description of his CV is set out on page 23 of the notice of AGM. The motion has been proposed. Kindly vote in respect of the proposed re-election of Mr. Hilton Saven. I now hand the meeting back to the chairman to chair the remainder of the meeting.
Thank you. Ordinary resolution number 1.2. Ms. Adheera Bodasing retires by rotation and is eligible for and available for re-election. On recommendation of the Nomination Committee, I propose that Adheera be re-elected as a non-executive director in accordance with Ordinary Resolution 1.2. A brief description of her CV is set out on page 23 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of the proposed re-election of Adheera? Ordinary resolution 1.3. Mr. Johan Enslin retires by rotation in the interest of good governance and is eligible for and available for re-election. I propose that Johan be elected as an executive director in accordance with Ordinary Resolution 1.3. A brief description of Johan's CV is set out on page 23 of the notice of the AGM. The motion has been proposed.
Would you kindly vote in respect of the proposed election of Johan? Ordinary resolution number two. The next item on the agenda is Ordinary Resolution Number 2, the election of members of the audit committee. The election of each member will be dealt with separately. Ordinary resolution 2.1. Mrs. Daphne Motsepe is eligible for election as a member of the audit committee. On recommendation of the nominations committee, I propose that Daphne be elected as a member of the audit committee. A brief description of her CV is set out on page 24 of the notice to the AGM. The motion has been proposed. Would you kindly vote in respect of Ordinary Resolution 2.1. Ordinary resolution 2.2. Mr. Tapiwa Njikizana is eligible for election as a member of the audit committee.
On recommendation of the nominations committee, I propose that Tapiwa be elected as a member of the audit committee. A brief description of his CV is set out on page 24 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of Ordinary Resolution 2.2. Ordinary resolution 2.3. Mr. Brendan Deegan is eligible for election as a member of the audit committee. On recommendation of the nominations committee, I propose that Brendan be elected as a member of the audit committee. Brief description of Brendan's CV is set out on page 24 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of Ordinary Resolutions 2.3. We now move on to Ordinary Resolution Number 3.
The audit committee has nominated Ernst & Young Inc., to be appointed as auditors of the company for the current year to 31 March 2024, and the appointment of Ms. Tina Rutledge as the designated auditor for the ensuing year. I propose that Ernst & Young Inc. be reappointed as the auditors of the company for the current year to 31 March 2024, and that Ms. Tina Rutledge be appointed as the designated auditor for the ensuing year. The motion has been proposed. Would you kindly vote in respect of Ordinary Resolution Number 3? The next item on the agenda is the non-binding advisory vote number one on the company's remuneration policy. The company's remuneration policy is set out on pages 66-69 of the integrated annual report. I propose the adoption of the non-binding advisory vote one.
The motion has been proposed. Would you kindly vote in respect of the non-binding advisory vote 1? The next item on the agenda is the non-binding advisory vote number two on the implementation of the company's remuneration policy. The company's implementation report is set out on pages 70-75 of the integrated annual report. I propose the adoption of the non-binding advisory vote number two. The motion has been proposed. Would you kindly vote in respect of the non-binding advisory vote two? The next item on the agenda is a special resolution number one for the approval of the fees to be payable to the non-executive directors for the period from July 1, 2023 until June 30, 2024.
The details of this special resolution, as well as the reason for this special resolution, are set out on pages five to six of the notice to the AGM. The motion has been proposed. Would you kindly vote in respect of special resolution number 1? The next item on the agenda is special resolution number two, seeking shareholders' authorization to continue to issue further notes under the Domestic Medium-Term Note Programme from time to time. Details of the special resolutions, as well as reasons for the special resolution, are set out on page six of the notice of the AGM. I propose the adoption of special resolution set out in the notice of the AGM, authorizing the continuing issuance of notes under the company's Domestic Medium-Term Note Programme. The motion has been proposed. Would you kindly vote in respect of Special Resolution Number 2?
The next item on the agenda is Special Resolution Number 3, for the general approval to provide financial assistance to subsidiaries and other related and interrelated companies. The details of this special resolution, as well as the reasons for the special resolution, are set out on page seven of the notice of the AGM. I propose the adoption of Special Resolution Number 3, as set out in the notice of the AGM, giving general approval to provide such financial assistance. The motion has been proposed. Would you kindly vote in respect of Special Resolution Number 3?... The next item on the agenda is Special Resolution Number four: giving the directors of the company and its subsidiary general authority to repurchase the company's shares.
The details of this special resolution, as well as the reasons for the special resolution, are set out on pages eight and nine of the notice of the AGM. I propose the adoption of Special Resolution Number 4, as set out in the notice of the AGM, giving general authority to repurchase shares. The motion has been proposed. Would you kindly vote in respect of Special Resolution Number 4? The next item on the agenda is Special Resolution Number 5: approving the Lewis 2023 Executive Performance Scheme. The details of this special resolution, as well as the reasons for the special resolutions, are set on page 10 and an extra one on pages 13 to 22 of the notice of the AGM. I propose the adoption of Special Resolution Number 5, as set out in the notice of the AGM, giving general authority to repurchase shares.
The motion has been proposed. Would you kindly vote in respect of Special Resolution Number Five? The next item on the agenda is Ordinary Resolution Number Four, which authorizes each and every director of the company to do all such things and to sign, and to sign any documents that may, may be necessary or incidental in the implementation of the resolutions passed at this meeting. I propose the adoption of Ordinary Resolution Number Four, as set out in the notice of the AGM, giving the required authority. The motion has been proposed. Would you kindly vote in respect of Ordinary Resolution Number Four? The motions have now been proposed. We will now address any questions, either verbally or, in fact, in the chat box. If we could just take those questions, if there are any. Are there any verbal questions?
We'll just keep it open for a few minutes. There are no verbal questions on the phone lines. Are there no— There are no questions, did you say? That's correct. No questions on the phones. Okay. I will now close the voting on the platform, and we'll wait just 30 seconds just to get the results, which, in fact, will be published real time, as they appear. Okay, thank you very much. So what I would propose, I'm going to go through the resolutions and just give the results in terms of each one. So Ordinary Resolution 1.1 has been passed with a 69.07% in favor. Ordinary Resolution 2 has been passed, 77.7% in favor. Ordinary Resolution 1.3 has been passed with a 100%.
Ordinary Resolution 2.1 has been passed with 99.98%. Ordinary Resolution 2.2 has been passed, 99.98%. Ordinary Resolution 2.3 has been passed with 100%. Ordinary Resolution 3 has been passed with 100%. The Non-Advisory Vote Number 1 passed with 97.11%. Non-Binding Advisory Vote Number 2 has been passed with 83.79%. Special Resolution Number 1 passed with 96.62%. Special Resolution Number 2 passed with 87.64%. Special Resolution Number 3 passed with 99.32%. Special Resolution Number 4 passed with 94.62%. Special Resolution Number 5 passed with 94.02%. And Ordinary Resolution Number 4 passed with 99.89%. Thank you very much.
There being no further business, the meeting is hereby declared closed. Thank you very much, for your attendance.