Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 56th Annual General Meeting of the shareholders of Omnia Holdings Limited. I am Tina Eboka, the chairperson of Omnia. This AGM is being conducted virtually, as permitted by the JSE Limited, the provisions of the Companies Act and Omnia's Memorandum of Incorporation. Questions and comments will be addressed once all the resolutions have been put to the meeting. Questions may be posed in writing or verbally. To pose a written question, click on the Q&A icon at the bottom of your screen. If you have a question on a particular resolution, type your name, the resolution number, followed by your question. You can press Enter or Send. Once the written questions have been responded to, oral comments or questions will be taken.
To present an oral request, which will be directed to the entire meeting, click on the Raise Your Hand icon. Once you have been identified, your microphone will be unmuted, and you'll be able to address the meeting. The requirements for this meeting are that at least three members entitled to vote are present in person or represented, either by proxy or letter of representation, and in terms of the Companies Act 2008, that at least 25% of shares in issue are represented. A quorum of shareholders is present or represented at this meeting, and I accordingly declare the meeting properly constituted. A notice convening this annual general meeting was distributed to all shareholders on the 21st of July, 2023. I propose that we take notice as read. Are there any objections to this procedure?
Okay, we have no raised hands or questions at this time.
Thank you. Voting on all resolutions proposed at this meeting will be conducted by way of a poll. I nominate a representative of the transfer secretary, JSE Investor Services, and the TMS SENS present at this meeting to act as scrutineers. Please note that only shareholders who are in the possession of a valid proxy, which has been filed in accordance with the notice meeting, or shareholders who are reflected on the share register or who are in the possession of a written letter of representation, are entitled to speak and vote at the meeting. Any person not so entitled may, however, pose a question after the conclusion of the meeting.
To cast your vote electronically, you should note the following: 1, shareholders or their representatives who registered to vote before the fifteenth of September 2023, will have received a link to the voting platform, either on their mobile number or email address. Click on the Vote Now link, and it will direct you to the voting platform. 2, the voting platform contains all the resolutions which were published in the notice of the meeting. Your votes are automatically defaulted to abstain. 3, you may vote on all the resolutions simultaneously by defaulting all your votes as either for or against, or keeping it as an abstained vote, and then click on the Submit button on the bottom of the electronic ballot form. 4, you may also indicate your vote individually per resolution by selecting the relevant option on the resolution by resolution basis.
Once you have voted on all the resolutions, scroll to the bottom of the page and click Submit. A message on your screen will confirm that your votes have been received. Lastly, once you click Submit, your vote cannot be retracted or revoted, so ensure that you have selected the correct option prior to submission. The results of the poll will be announced before the close of the formal business of the meeting. I propose the adoption of the annual financial statements of the company and the group for the year ending 31 March 2023, as set out in the notice convening this meeting. The annual financial statements include the independent external auditor's report, the audit committee's report, the directors' report. The information published fully covers the activities of the company for the year under review. I have nothing to add to the information before you.
If you have any questions regarding the annual financial statements, use the Q&A icon to ask questions or to raise your hand icon if you'd like to address the meeting at this time.
No questions at this time, Chair.
If there are no objections or questions, the 2023 annual financial statements are noted and adopted. A report of the Social and Ethics Committee for the year ending 31st March 2023, as included in the Integrated Annual Report 2023, is available on the company's website. Are there any questions pertaining to the report of the Social and Ethics Committee?
No questions regarding the Social and Ethics Committee, Chair.
Thank you. As there are no objections or questions, the 2023 Social and Ethics Committee report will be taken as read. We will now display the resolutions one by one. Please be reminded that we will open the floor for discussion and respond to questions only after all resolutions have been posed. Ordinary Resolution Number 1: Appointment of independent external auditors. You are asked to approve the appointment of the auditor, Deloitte & Touche, for the 2024 financial year as independent auditor, with Mr. Tyrone Murray being the designated individual audit partner, who will undertake the audit for the upcoming financial year. You allow us to consider the re-election or confirmation of the following directors.
As I, too, am required to retire by rotation in terms of the Omnia's MOI, I will hand over to Thoko Mokgosi-Mwantembe , the Chair of the Remuneration and Nominations Committee, for the next resolution. Thank you, Thabo.
Thank you, Chair. Good morning, ladies and gentlemen. You are asked to consider the re-election or confirmation of the following directors in terms of Omnia's MOI. First is Mr. Sizwe Mncwango, retired by tenure. The second is Mr. Ronnie Bowen, also retired by tenure. The third is Miss Tina Eboka, retired by rotation, and Mr. Professor Nick Binedell, retired by rotation. Each of these directors, being eligible, offer themselves for re-election at this meeting. Abbreviated CVs in respect of each of these directors are contained in the notice of the AGM. Ordinary Resolution Number Two: Re-election of Director, Mr. Sizwe Mncwango. I propose that Mr. Sizwe Mncwango be re-elected as Director of the company. Ordinary Resolution Number Three: Re-election of Director, Mr. R. Bowen. I propose that Mr. R. Bowen be re-elected as Director of the company.
Ordinary Resolution Number Four: Re-election of Director, Ms. T. Eboka. I propose that Ms. T. Eboka be re-elected as Director of the company. And lastly, Ordinary Resolution Number Five: Re-election of Director, Professor Nick Binedell. I propose that Professor N. Binedell be re-elected as Director of the company. I'd like to then hand back to Tina Eboka, our chairperson.
Thank you, Thabo. Moving to Ordinary Resolution Number Six: Appointment of the Audit Committee. Shareholders are asked to confirm the appointment of the following independent non-executive directors as members of the Audit Committee: Mr. George Cavalleros, Mr. Ronnie Bowen, Ms. Lia de Beer , and Ms. Ronelle van Wyk. Abbreviated curriculum vitae in respect of the directors offering themselves for appointment of the Audit Committee are contained in the integrated report. Resolution Number Six point One: Appoint Mr. Cavalleros as a member of Chair of the Audit Committee. I propose that the appointment of Mr. Cavalleros as a member of Chair and Audit Committee be confirmed. Resolution Six point Two: Appointment of Mr. R. Bowen as a member of the Audit Committee. I propose that the appointment of Mr. Bowen as a member of the Audit Committee be confirmed. Six point Three: Appointment of .
Ms. van Wyk as a member of the Audit Committee. I propose that the appointment of Ms. van Wyk as a member of the Audit Committee be confirmed.... Resolution 6.4, appointment of Ms. de Beer, as a member of the Audit Committee. I propose that the appointment of Ms. de Beer as a member of the Audit Committee be confirmed. Moving to ordinary resolution number 7, authorization to sign documents giving effect to resolutions. Shareholders are requested to confirm authorization to sign documents giving effect to resolutions set out in the notice of the meeting and duly passed by shareholders as follows: Resolved that any director or company secretary of Omnia be, and is hereby authorized to do all such things and sign all documents and take all such actions as they consider necessary to implement the resolutions set out in the notice convening the AGM. Non-binding resolution number 8.
Non-binding advisory votes on the remuneration policy and implementation report of Omnia. Shareholders are requested to confirm non-binding resolution 8.1 and 8.2. In accordance with King IV recommendations, the company should obtain an indication from shareholders by way of non-binding advisory votes on the remuneration policy applicable to all employees and directors of the company, and any of its subsidiaries or divisions, as well as the implementation of such policy. While this is a non-binding advisory vote, Omnia commits that if more than 25% of the shareholders exercising voting rights vote against the remuneration policy or remuneration implementation report, the company will engage shareholders with the view to obtain an understanding of their concern in this regard. Non-binding resolution 8.1. Non-binding advisory vote to support the remuneration policy.
This resolution confirms, by way of a non-binding advisory vote, the shareholders' support for the group's remuneration policy, details of which are contained in the Integrated Annual Report dated 28 July 2023, which was distributed to the shareholders. Non-binding resolution 8.2. Non-binding advisory vote to support the implementation report. This resolution confirms the shareholders' support for the group's implementation of the principles of the remuneration policy by way of a non-binding advisory vote. Special business of this meeting is to consider and extreme fees, with or without modification, special resolution 1.1, 1.2, 2.1, and 2.2. One, we start with approval of non-executive director fees and the chair fees, special resolution 1.1, approval of non-executive fees.
Shareholders are hereby asked to approve the basis for compensation for non-executive directors as an annual fee and an hourly fee for any additional meetings or consulting services rendered, and that the annual fee payable to the non-executive directors from 1 October 2023 until 30 September 2024, be approved and set out in the detail of the notice of the meeting. Once again, I will hand over to our Remuneration and Nomination Committee chair for the next resolution.
Thank you, Chair. Ladies and gentlemen, the purpose of the special resolution 1.2 is to approve the Chair's annual fee of ZAR 1,395,765, exclusive of VAT, for the period from 1 October 2023 until 30 September 2024. I now hand back to the Chair.
Thank you very much. Special Resolution 2 comes in two parts, addressed in Section 44 and 45, respectively, of the Companies Act. Financial assistance in terms of Section 44 of the Companies, Companies Act. Shareholders are hereby requested to authorize the directors, subject to compliance with the company's MOI and Companies Act, each as presently constituted and as amended from time to time, to authorize the company to provide financial assistance by way of a loan-...
guarantee the provision of security or otherwise to any executive or employee who is a part of an employee share scheme, incentive share scheme, for the purpose of, or in connection with, the subscription of any option or any securities issued or to be issued by the company, or a present or future or related or interrelated company, for the purchase of any securities of the company, or a present or future related or interrelated company in terms of Section 44 of the Companies Act. Resolution 2.2.
Shareholders are hereby requested to authorize the directors, subject to compliance with the company's MOI and Companies Act, each as presently constituted and as amended from time to time, to authorize the company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise to any other company or corporation that is or become related or interrelated to the company for any purpose or in connection with any matter. Ladies and gentlemen, we will now respond to questions on the ordinary and special resolutions contained in the notice as we have presented them. Questions will be answered by a member of the board who may be best suited to answer the question. We will start by responding to the questions that have been posed in writing.
Following that, if anyone has raised their hand, we will identify that person so that the question can be posed before the meeting. We will allocate time to answer the general questions after the formal business of the meeting has been concluded. I would like to remind shareholders we have not voted yet, to please click on the voting link and cast their votes now.
Chair, we have a— Sorry to interrupt, Chair. We have a written question from a shareholder. The question is from Adam Charles Nkambule, and the question is as follows: "Can we please get a detailed business update from the chief executive officer by division?
Would it be okay to respond to that after the general meeting notice? Are there any other questions?
Currently, no other questions, Chair, and no raised hands at this time.
Thank you for that. I would like to remind shareholders who have not voted yet to please click on the voting link and cast their votes now. If you are registered to vote but did not receive your voting link, please inform the moderator via the Q&A mechanism.
Chair, if we can just allow one more minute for shareholders who haven't yet voted to cast their votes, and thereafter, we will close the voting.
Thank you.
Madam Chair, we are closing the voting now, and we can proceed to results.
I've been informed that the ballots have been tabulated. TMS will display the results on each of the resolutions which have been tabled at this meeting, as you can see on your screen. Ladies and gentlemen, the formal business of this meeting has now been concluded. Should anyone have general questions they would like to pose for the board, they may do so. I think if we can repeat that question that we had in writing, our CEO to respond to.
Yes. So I'll repeat the question. It's from shareholder Adam Charles Nkambule.
And the question is, can we please get a detailed business update from the Chief Executive Officer by division?
Thank you, Chair, and thank you for that question. If I was to just in a few minutes try and sketch how our company is operating. So, you know, we've been on a journey over the last few years to stabilize, to fix and grow our business, and we are solely focused on the growth stage now. Having said that, we also are responding to various internal, micro and macro changes in our environment. So, our focus at the moment is you have seen a substantial decrease in commodity prices, that has changed and impacted demand across the globe, for various commodities. Our supply chain and our manufacturing teams have put an immense amount of effort to respond to that.
Where we currently are, this time of the year is the busiest time for the Omnia Group. We are approaching our planting season, so our agriculture business has gone through the various plant shuts early in the year, and now they're at the peak of producing, delivering what is needed. I guess what we see is a very, very strong demand for fertilizer at the moment, good agronomic conditions, and we enter planting season in a very strong space, place. From a global perspective, our global agriculture businesses continues to expand its distribution, as we've said previously, in the US and the EU, and that business is, you know, operating according to plan.
If I move to the mining business, we are also seeing pretty strong demand for mining chemicals and explosives, and that business is also tracking according to, you know, what we would like. We also have a fully embedded in the execution phases of our joint ventures in Canada and Indonesia. Both those joint ventures are tracking as planned, maybe a little bit ahead of where we expected them to be. We're really excited about those two joint ventures and those two initiatives, and we'll talk more about that at our half year results in November.
As far as our chemical business is concerned, which operates locally, I think the local South African environment has been plagued by immense disruption, with load shedding, rail, port, and road, and our chemicals business and our local supply chain, and manufacturer has been, has needed to respond to that and take various actions to ensure that we continue to service our customers diligently. Overall, you know, our business is in a strong space. You know, you saw us at the end of last year focus on protecting our balance sheet, making sure we have enough cash reserves to ensure that we are agile and respond to these market conditions. You know, at this stage, our half year is almost upon us.
You know, we track according to plan, and we look forward to giving you a completely detailed deep dive at our results in November. We are participating in an investor conference in the next few days, and we will put out a SENS when that happens and share a presentation with all of our shareholders as well, which will give, you know, some insights into some of the new areas we've been going into from a ESG and an innovation perspective. So, you know, that's broadly a high level, you know, hopefully I'm answering the questions a little bit. I think the local operating environment, very tough, lots of disruption.
I do think we will see shortages again of explosives and fertilizer as we get into the peak season in the second calendar half of the year. But you know, yet again, our business remains well-placed, strong balance sheets, focused management team, you know, and an agile supply and manufacturing area to respond to our customer needs and to continue to make the profound difference Omnia makes in agriculture and mining, you know, to ensure food security, to ensure mineral extraction, and to do that in a safe and sustainable way. We're proud to say that this year is our seventieth anniversary or birthday of being in existence, and it also is Protea Chemicals' fiftieth year of being in existence, and its fiftieth birthday party.
So we will celebrate that and also continue to ensure that, you know, our business makes the profound difference we make, in with our customers, going forward. So thanks for the question. Hope you have answered it. It will be impossible for me to do complete justice and provide, you know, all the detail that's needed, but there will be a presentation out in the next few days that we will put out on team that shareholders can read as well, and we look forward to meeting you, towards the end of November, with our six-month results. Thank you.
Thank you. Do we have any more questions? Just general questions that are posed to the board.
There are currently no further questions, Chair, and no raised hands either.
Ladies and gentlemen, with no further questions, I hereby confirm that the proceedings of the Omnia Holdings Annual General Meeting for 2023 are formally closed. Thank you for your participation.