Lewis Group Limited (JSE:LEW)
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8,400.00
+18.00 (0.21%)
Sep 29, 2026, 3:38 PM SAST
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AGM 2020

Oct 23, 2020

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 16th Annual General Meeting of the members of the Lewis Group, which is being held, as you're all aware, virtually. In terms of Article 19.6.1 of the MOI, I'm chairing the meeting as Chairman of the board of directors. More than three members are attending the meeting and present represent 747,932 shares in the company. I should advise that I'm holding proxies and letters of representation in respect of 62,686,120 shares. As the necessary quorum is present, I declare the meeting open. Sorry. That was meant to be off. To ensure that all votes cast at this meeting are taken into account, I have determined that the resolutions 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 the voting has opened, voting can be performed at any time during the meeting until the voting of the resolutions 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, and I will allow the motions to be discussed after they have been put to the meeting. In other words, after each resolution. Any shareholder or appointed proxy attending the meeting is eligible to ask questions. Messages can be submitted at any time during the Q&A session, up until the session is closed. If you would type your message within the chat box at the bottom of the messaging screen. We can now proceed with the business of the meeting.

The notice of the AGM in respect of the meeting has been in your hands for the prescribed period. I therefore would like to take it as read. Thank you. I'm informed that we have no apologies at this particular point in time. We can move on to the first item on the agenda. It is the requirement of the Companies Act 2008, as amended, that the directors' report, the external auditors' report, the audit committee report, annual financial statements, and the social ethics and transformation committee reports be presented at the annual general meeting of shareholders. The directors' report is set out on pages 13 to 15 of the annual financial statements. The external audit report is set out on pages three to eight. The audit committee report is set out on pages nine to 12.

The social and ethics and transformation report is set out on pages 34 to 35 of the notice of the AGM. Are there any questions specifically in relation to the audit committee report? Okay. If not, the annual financial statements, as well as the integrated annual report, are available on the company website, and copies thereof are formally tabled at this meeting today. Are there any questions in relation to the annual financial statements? Okay. If there's not, we can move on. The social and ethics and transformation committee report set out on pages 34 to the notice of the AGM is formally tabled herewith. Are there any questions or comments in regard to the social ethics and transformation report? Okay. If not, we can now proceed with matters which require to be voted upon. Ordinary resolution number one on the agenda.

You're asked to consider the election and re-election of non-executive directors retiring from the board and appointed to the board in terms of the company's MOI. The election of each director will be dealt with on a separate basis. Ordinary resolution number 1.1 is in respect of the re-election of Fatima who retires by rotation and is eligible and available for re-election. I recommend the election of the Nominations Committee. I propose her re-election in terms of ordinary resolution number 1.1. A brief description is set out on page 10 of the notice of the AGM. As the motion has been proposed, would you kindly vote in respect of the proposed re-election, in respect of ordinary resolution number 1.1. Okay. Ordinary resolution number 1.2 is in respect of the re-election of Duncan Westcott, who retires by rotation and is eligible and available for re-election.

On recommendation of the Nominations Committee, I propose that Duncan be re-elected as a director in accordance with ordinary resolution number 1.2. A brief description is set out on page 11 of the notice to the AGM. The motion has been proposed. Would you kindly vote in respect of ordinary resolution number 1.2. Thank you. I will now hand over the meeting to the chairman of the audit committee for the next resolution, which is ordinary resolution number 1.3.

Duncan Westcott
Chairman of the Audit Committee, Lewis Group

Okay. Thank you, Mr. Chairman. I've been nominated by the board and the committee to present this and table this resolution as it concerns the re-election of the chairman himself. The resolution states that Hilton Saven retires in terms of the memorandum of incorporation, is eligible and available for election. On recommendation of the Nominations Committee, I propose that Hilton Saven be elected as a director in accordance with ordinary resolution 1.3. Again, a brief description of Hilton Saven is set out on page 10 of the notice of the AGM. Are there any questions or comments on this ordinary resolution? In which case, the motion has been proposed. I would now ask you to please vote in respect of the proposed election of Hilton Saven. Thank you. I give the baton back to you, Mr. Chairman.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Thank you, Duncan. We move on to ordinary resolution number 2, which is the election of members of the Audit Committee. The election of each member will be dealt with separately, as was the case beforehand. Ordinary resolution number 2.1, in which we re-elect Daphne Motsepe is eligible for election and is 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 is set out on page 10 of the notice of the AGM. The motion has been proposed. Will you kindly vote in respect of ordinary resolution number 2.1? Ordinary resolution number 2.2 is in respect of Tapiwa Njikizana, who's available 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 is set out on page 10 of the notice of the AGM. The motion has been proposed. I ask you kindly to record your votes in respect of ordinary resolution number 2.2. Moving on to ordinary resolution number 2.3 in respect of Duncan Westcott being eligible for election as a member of the audit committee. On recommendation of the Nominations Committee, I propose that Duncan be elected as a member of the audit committee. Brief description of Duncan is set out on page 11 of the annual report. The motion has been proposed. Would you kindly record your votes in respect of ordinary resolution number 2.3? We move on to ordinary resolution number three, which is the approval of the reappointment of the auditors.

After due consideration, the audit committee has nominated PricewaterhouseCoopers to be reappointed as auditors of the company for the current year to 31 March 2021, and the appointment of Mr. Thinus Hamman as the designated auditor for the ensuing year. I propose that Pricewaterhouse be reappointed as the auditors of the company for the current year to 31 March 2021, and that Mr. Thinus Hamman be appointed as the designated auditor for the ensuing year. The motion has been proposed. Would you kindly record your votes in respect of ordinary resolution number 3? We now move on to the non-binding advisory votes. The first one is in respect of the approval of the company's remuneration policy, which is non-binding advisory vote number one. The policy is set out on pages 77 to 84 of the integrated report. I propose the adoption of the non-binding advisory vote number 1.

The motion has been proposed. Would you kindly record your votes in respect of non-binding advisory vote number one? The non-binding advisory vote number two is in respect of the implementation of the company's remuneration policy. The company's implementation report is set out on pages 85 to 92 of the integrated report. I propose the adoption of the non-binding advisory vote number two. Would you kindly record your votes in respect of non-binding advisory vote number two? We now move on to the special resolution. The first one, special resolution number one, is in respect of the approval of the fees to be payable to the non-executive directors for the period 1st July 2020 until 30 June 2021. The details of this special resolution, as well as the reasons for the special resolution, are set out on page five of the notice of the AGM.

The motion has been proposed w ould you kindly record your votes in respect of special resolution number 1? Special resolution number 2 is in respect of seeking shareholders' authorization to continue to issue further notes under the domestic medium-term note programme from time to time. The details of the special resolution, as well as the reasons for the special resolution, are set out on page five of the notice of the AGM. I propose the adoption of special resolution number 2, as set out in the notice of the AGM, authorizing the continued issuance of notes under the company's domestic medium-term note programme. This motion has been proposed, I ask you to record your votes in respect of special resolution number 2. We move on to special resolution number 3, which is in respect general approval to provide financial assistance to subsidiaries and other related and interrelated entities of the group.

The details of this special resolution, as well as the reasons for the special resolution, are set out on page five of the notice to 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 approved, and I ask you now to record your votes in respect of special resolution number 3. We now move on to special resolution number 4, which gives the directors of the company and its subsidiaries general authority to repurchase the company shares. The details of the special resolution, as well as the reasons therefore, are set out on page six to seven of the notice of the AGM.

I propose the adoption of special resolution number 4 and in terms of the notice of the AGM, whereby the authority to repurchase shares is obtained. The motion has been proposed. Would you please vote in respect of special resolution number 4. We now move on to ordinary resolution number 4, which is in respect of authorizing each and every director of the company to do all such things and to sign such documents that may be necessary or incidental to the implementation of the resolutions that are passed at this meeting. I propose the adoption of ordinary resolution number 4 as set out in the notice to the annual general meeting, giving the required authority to the directors to implement resolutions that we pass at this meeting. The motion has been proposed. Will you please vote in respect of ordinary resolution number 4.

As all the voting on the resolutions put before the meeting has been closed, the results of the poll will be made available and displayed on the screen. Can I, before we put the results on the screen, ask if there are any questions of a general nature that any shareholders would like to pose? Okay. If there are no questions, am I correct, Andre?

Speaker 4

That is correct, chair.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Okay. If you would be so kind as to Oh, sorry, we do have one now from Niall Brown. Do you expect to publish interim results around 20th November, as this was the case last year? Please comment on how trading conditions are currently and your outlook for the key year-end trading period. I'm gonna pass that on to our CEO, Johan. If you wouldn't mind just making a comment on that.

Johan Enslin
CEO, Lewis Group

Yes. Thank you, chair, and thank you for your question, Niall. You're absolutely right in saying that we will be publishing our results on the 25th of November, Niall. Just maybe to comment on the trends that we have seen since we've reported results. We're happy to share with you that the sales momentum actually carried us strongly through the months of June, July, August, and September. We can also report that the sales increase numbers that we reported to the market for quarter one, and maybe just to backtrack, we basically shared with the market that sales increased by 22% for June. A very strong July followed with merchandise sales increase of 17%.

What we can share today is that the sales trends that then continued through August, September, and October is very similar or even slightly stronger than what we've seen for the month of July. On the collection front, Niall, we're happy to share with you that the collection trends that we've seen in June and July have also carried through in the three months following that. We are quite satisfied with where we are at from a trading perspective at this point in time. Although we believe that things will become tougher in months to come, we are really pleased with our trading results since we opened our doors again for full trading from June onwards.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Thank you. Thank you, Johan. Are there any other questions? Okay, if there are no other questions, can I ask the scrutineers if you would just show the results of all the voting?

Speaker 4

The results will come up momentarily, chair.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

No problem. Thank you for that.

Speaker 4

Chair, we do have a new question that's come through.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Okay. Would you put the question up, yeah? Okay. It's from Niall again. Have you made further share repurchases since the last SENS? Johan, you can confirm. I'm not aware that we have.

Johan Enslin
CEO, Lewis Group

Yes. We have been successful in terms of acquiring roughly a further 500,000 shares after the last SENS that we have issued.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Afterwards.

Johan Enslin
CEO, Lewis Group

Maybe just to give an update then. The total shares that we have repurchased under the current mandate in play, settled at 3.2 million shares, which is 4.1% of the shares in issue at the point when we actually started this buyback program. I think it's also important to note that this entire program actually kicked off during October 2016, and over this four-year period, we've now been successful in repurchasing and canceling close to 13 million shares. I hope that that answer your question, Niall.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Johan, just to clarify, those 500,000 were bought subsequent to our last SENS announcement.

Johan Enslin
CEO, Lewis Group

That's correct.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Thank you. Okay. Are there any further questions anybody would like to pose? Okay. If not, thank you. Could we just put the results of the voting? Okay, thank you. I don't propose to go through all the voting in actual fact. Okay. Is that all the voting in actual fact that we have on the screen?

Speaker 4

That's correct.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Okay. Thank you very much. As we can see, the voting is as such as appears on the screen. I'll leave it there for a few minutes for people just to have a look at the actual results itself.

Speaker 4

Sorry, Chair. Niall has another question that came through.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Yeah, no problem. Okay.

Are you still able to buy now, or do you have to wait until next results?

Johan Enslin
CEO, Lewis Group

No. We actually went-

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Oh, yeah.

Johan Enslin
CEO, Lewis Group

through the necessary steps to enable us to continue with our buyback process. As things speak, we are in the market, and we are still buying back shares.

Hilton Saven
Independent Non-Executive Chairperson, Lewis Group

Okay. Any other questions anybody would like to ask? Okay, if there's no further business, I'd like to declare the meeting closed, and thank you all for attending. Thank you very much.

Johan Enslin
CEO, Lewis Group

Thank you.