Morning, ladies and gentlemen. It gives me great pleasure to welcome you all to the eighteenth annual general meeting of the members of Lewis Group Limited, which is being held virtually. In terms of Article 19.6.1 of the MOI, I'm chairing the meeting in my capacity as chairman of the board of directors. As more than three members are attending the meeting and the members present represent 1,27,728 shares in the company. I should advise also that I'm holding a number of proxies and letters of representation in respect of 38,275,191 shares. As the necessary quorum is present, I declare the meeting duly opened.
In order to ensure that all votes are cast at this meeting and are taken into account, I have determined that the resolution set out in the notice of the AGM will be taken as a poll. For the purpose of the poll, I nominate Computershare to act as the scrutineers. Once voting has opened, voting can be performed at any time during the meeting until the voting on the resolution is in fact 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 have 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.
Would you kindly type your questions in the chat box at the bottom of the messaging screen. We will now proceed with the business of the meeting. The notice of the AGM has been in your hands for the prescribed period, and I therefore would like to take it as read. At this stage, if I can ask the secretary whether we have any apologies.
We have no apologies, Mr. Chair.
Thank you. It is a requirement in terms of the Companies Act that the director's report, the external auditor's report, the audit committee report, annual financial statements, and the social and ethics and transformation committee report be presented at the annual general meeting of shareholders. The director's report is set out on pages eight to 10 of the annual financial statements.
The independent audit report is set out on pages 11 to 16. The audit committee report is set out on pages four to seven, and the social and ethics and transformation report is set out on pages 44 to 45 of the notice to the AGM. A copy thereof is formally entered here today. The annual financial statements, as well as the integrated report, are available on the company's website, and copies thereof are formally tabled today. Are there any questions anybody would like to pose in relation to the financial statements, including any of the reports which we've just dealt with? If there are any questions, could we deal with them in respect of the financial statements at this stage and any general questions we can deal with at a later stage? There are no questions, chair. Thank you.
We will now proceed with the resolutions required to be voted on at this meeting. The ordinary resolution number one is in respect of Professor Fatima Abrahams, who retires by rotation, is eligible for re-election. On recommendation of the nominations committee, I propose that Fatima be re-elected as a non-executive director in accordance with ordinary resolution number 1.1 . A brief description of Fatima is set out on page 22 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution number 1.1 . Ordinary resolution number two . Ms. Daphne Motsepe retires by rotation and is eligible and available for re-election. On recommendation of the nominations committee, I propose that Daphne be re-elected as a non-executive director in accordance with ordinary resolution 1. 2.
A brief description is set out on page 23 of the notice to the AGM. The motion has been proposed. Would you kindly vote in respect of the proposed re-election in terms of ordinary resolution number 1.2. Ordinary resolution number 1.3. Mr. Jacques Bestbier retires by rotation in the interest of good corporate governance and is eligible and available for election. I propose that Jacques be elected as an executive director in accordance with ordinary resolution number 1.3. A brief description of Jacques is set out on page 22 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution number 1.3. Ordinary resolution number 1.4. The board appointed Mr. Brendan Deegan as an independent non-executive director of the board with effect from 15 August 2022.
On recommendation of the board, I propose that Brendan be elected as a director in accordance with ordinary resolution number 1.4. A brief description of Brendan is set out on page 23 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution number 1.4? The next item on the agenda is in respect of ordinary resolution number two, which is the election of members of the audit committee. The election of each member will be dealt with separately. Ordinary resolution number 2.1. Ms. 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. Brief description of Daphne is set out on page 23 of the notice of 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 Tapiwa is set out on page 23 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. Professor Fatima Abrahams is eligible for election as a member of the audit committee. On recommendation of the nominations committee, I propose that Fatima be elected as a member of the audit committee. A brief description of Fatima is set out on page 22 of the notice of the AGM. The motion has been proposed.
Would you kindly vote in respect of ordinary resolution 2.3. Ordinary resolution 2.4. 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. A brief description of Brendan is set out on page 23 of the notice of the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution 2.4. Ordinary resolution number three deals with the approval of the reappointment of the auditors. The audit committee has nominated PricewaterhouseCoopers to be reappointed as auditors of the company for the current year, 31 March 2023, and the appointment of Mr. Richard Fortune as designated auditor for the ensuing year.
I propose that PricewaterhouseCoopers be reappointed as the auditors of the company for the year to 31 March 2023, and that Mr. Richard Fortune 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 three. 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 98 to 103 of the integrated annual report. I propose the adoption of the non-binding advisory vote number one. The motion has been proposed. Kindly vote in respect of non-binding advisory vote number one. The next item on the agenda is the non-binding advisory vote number two on the implementation of the company's remuneration policy.
Company's implementation report is set out on page 104 to 111 of the integrated report. I propose the adoption of the non-binding advisory vote number two. The motion has been proposed. Would you kindly, in respect of non-binding advisory vote number two, record your votes. Next item on the agenda Special Resolution Number one for the approval of the fees to be payable to the non-executive directors for the period 1 July 2022 to 30 June 2023. The details of the special resolution, as well as the reasons for the special resolution, are set out on pages five to six of the notice of the AGM. The motion has been proposed. Would you kindly vote in of Special Resolution Number one.
The next item on the Special Resolution Number two, seeking shareholders' authorization to continue to issue further notes under the Domestic Medium-Term Note Program from time to time. The details of the special resolution, as well as the reasons for the special resolution, are set out on page 6 of the notice of the AGM. I propose the Special Resolution Number two, as set out in the notice of the AGM, authorizing the company in regard to the notes under the Medium-Term Note Program. The motion has been proposed. Would you kindly vote in Special Resolution Number two? the next item on the Special Resolution Number three for 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 Special Resolution Number three, as set out in the notice of the AGM, giving approval to provide such financial assistance. The motion has been proposed. Would you kindly vote in Special Resolution Number three? next item on the Special Resolution Number four, which gives the directors of the company and its subsidiaries 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 page seven to nine of the notice of the AGM.
I propose the Special Resolution Number four, as set out in the notice of the AGM, in respect of the authority to repurchase shares. The motion has been proposed. Would you kindly vote in Special Resolution Number four. the next item on the Special Resolution Number five, approving the Lewis 2023 Executive Performance Plan. The details of the special resolution, as well as the reasons for the special resolution, are set out on page nine and in annexure one on pages 12 to 21 of the notice of the AGM. I propose the Special Resolution Number five, 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 to 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 other things, and to sign documents as 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 to the board of directors to implement resolutions passed at this meeting. 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 of the questions that you'd like to pose on the chat box before the voting is closed. Thank you. I see we have one question already. Can you please.
Sorry, is it possible to make that slightly bigger?
We can go ahead and read it.
We'll read it for you, Chair.
Thank you.
Please, can you advise what quantity of shares have been repurchased as authorized by the SGM that took place on the 12th of August 2022? If less than 3% of shares have been repurchased since the SGM, was it necessary to call for the SGM?
Okay. Paul, maybe I can ask Paul Croucher to just give us the details of those, unless Johan, you have them at hand.
Very happy to field that question. Thank you very much. Evan, thank you for your question. Yes, the volumes have been really thin in the market over the last two months, so unfortunately we've not been successful to buy back as much as 3% of shares in issue. As a matter of fact, we bought back just below 0.5%. I still maintain that it was the right decision for us to remain in the market, because we might have been more successful, and the period of two months has passed. On a look-through basis, just below 0.5% bought back.
Thank you for that, Johan. Okay. Are there any other questions that have been posed?
No further questions, Chair. I don't know if you wanna give it another minute.
I think let's do so, just in case anybody's busy actually typing in the chat box. Okay, I think we can move on. I will now close the voting and, if we can just allow for a few minutes, just to get the actual results of the poll. What we will do, they'll actually be published, and we can go through them just to confirm them. Okay, thank you. I'll go through them on a one-by-one basis. Ordinary resolution number 1.1 has been passed. Ordinary Resolution Number three has been passed.
The non-binding vote has been passed, as well as the Special Resolution Number one has been passed. Number two has been passed. Number three has been passed. Number four has Special Resolution Number five has been passed, and ordinary resolution number four has been passed. I'm happy to report that all resolutions have acquired the requisite votes to be passed. As all the voting and resolutions have now been closed, the results of the poll have in fact been displayed. There being no other business, I hereby declare the meeting closed. Thank you. Thank you to those who attended. Thank you very much.