Good afternoon, ladies and gentlemen. My name is Nombulelo Moholi, the Chairman of the Board of Directors of Santam Limited. On behalf of the board and management, it gives me great pleasure to welcome you to Santam's AGM, which is conducted entirely by electronic communications. With me present, I have Monwabisi Fandeso, who's our Lead Independent Director and the Chairman of the Investment Committee. I have Tavaziva Madzinga, who is Santam's Group Chief Executive Officer, Wikus Olivier, Santam's CFO, and Mr. Ruweida Eksteen, who's our Group Company Secretary. We also have in attendance Ms. Lucia Swartz, the Chairman of our Human Resources Committee, Ms. Caroline Da Silva, the Chair for Social and Ethics Committee. I've got Ms. Debbie Loxton, who is the Chairman of the Risk Committee. Mr. Preston Speckmann is attending virtually, who is the Chairman of our Audit Committee. We've got other directors with us present.
In attendance is KPMG, our external auditor, our JSE sponsor, Investec, and a member of the Santam Group Executive Committee and several management representatives. As a necessary quorum is present, I declare the annual general meeting duly constituted. Shareholders are reminded that the notice convening this AGM was distributed on the 7th of March, 2025, which included Santam's summarized results for the year to 31st of December, 2024. This is in addition to the SENS announcement that was simultaneously released, in which electronic registration process was detailed. Important to note that we have since also published on our website a virtual meeting guide, which explained in a simplified format how the electronic registration and voting will take place. I therefore propose that the AGM notice to be taken as read.
The procedure for this meeting is, as this is a virtual AGM, kindly allow me to summarize today's meeting procedure. We'll briefly introduce the Shareholders Santam Limited audited annual financial results, which form an integral part of the company's 2024 integrated annual reporting suite. Thereafter, we'll proceed into the business of today. This will be followed by a question and answer session, where Shareholders and their Proxies would be allowed to ask all relevant questions pertaining to the meeting. If there are other questions that are not on the agenda today, in the open session of Q&A, we might be able to also accommodate those, given. Therefore, the meeting will be brought to the close after that.
Before we proceed with the formal business of today's AGM, we'd like to remind the Shareholders that Santam's Board of Directors approved the company's integrated annual reporting suite in the first quarter of 2025. This includes the annual financial statement, consolidated audited financial statements, the integrated annual report, corporate governance report, remuneration report, and Santam's King IV disclosure report. Each of the above reports can be accessed on the company's website. I therefore propose that the 2024 integrated annual reporting suite be duly noted and taken as read. In addition to the above mentioned, Shareholders are further reminded that Santam's operational update for the 3 months ended 31st of March, 2025 was released via SENS on the 13th of May, 2025.
Therefore, there are any questions relating to the financial statement and the publication thereof of the update, we will be able to deal with those during the Q&A. Kindly note that voting on resolution put before the company Shareholders shall be conducted electronically. To this end, the ordinary resolution may be passed by the majority of participating Shareholders. In my capacity as a Proxy Holder, I request that all formal resolutions to the proposal be voted upon on a poll. For purposes of the poll, the transfer secretaries, which is Computershare, will also act as scrutineers who will be responsible for counting the votes. The notice of today's meeting and the resolutions proposed at the AGM have been seconded by Mr. Olivier, who is a Santam Shareholder. Shareholders who are registered online and logged in with their credentials and unique passwords will be able to submit their votes electronically.
Those who have previously submitted Proxies have already been considered. I will now open the voting process on the electronic, on electronic online facility. Please note that the voting can be performed at any time during the meeting until the close of the voting process, and that will be announced. Shareholders will be able to send messages and view the webcast while the poll is open. It is therefore important to highlight that questions will be allowed pursuant to the motions to be discussed. After the proposal, the last resolution on the agenda, we will then close the question session. Please do also note that telephone lines have also been made available to those Shareholders who wish to ask verbal questions at today's meeting. We'll now proceed with the business of the meeting.
In order for the ordinary resolutions to be adopted, the support of 50% of the total vote for ordinary resolution is required. This, however, excludes ordinary resolution number 7, which needs 75% of the total vote. In addition, kindly note that ordinary resolution 5.1 and 5.2 are non-binding advisory votes. We therefore go into resolution number 1, which is the reappointment of the independent external auditor for 2025 financial year. Ladies and gentlemen, the first item of today's agenda is for Shareholders to consider and accept the reappointment of KPMG as the independent external auditor of the company. It should be noted that Mr. Mark Wessels is the individual and designated independent external auditor who will undertake the company's audit for the financial year ending 31st of December, 2025.
The reason for ordinary resolution number one is that the Companies Act and JSE listing requirements require appointment and reappointment of the company's external auditor each year at the AGM of the company. Shareholders may now indicate their vote on ordinary resolution number one on the virtual platform. I will now use this opportunity to call upon, Mr. Monwabisi Fandeso, who's our LID, to present to our Shareholders ordinary resolution number 2, which relates to reelection and reappointment of re-hiring Directors.
Thank you, Madam Chair. Good afternoon, ladies and gentlemen. In my capacity as Santam's Lead Independent Director, I wish to present to Shareholders the second item on today's agenda, namely ordinary resolution number 2. Shareholders are herewith requested to consider and approve the reelection and reappointment of the following 4 retiring Non-Executive Directors. Ordinary resolution number 2.1, Ms. Nombulelo Moholi, Independent Non-Executive Director. Ordinary resolution 2.2, Ms. Caroline Da Silva, Independent Non-Executive Director. Ordinary resolution number 2.3, Mr. Preston Speckmann, Independent Non-Executive Director. Ordinary resolution 2.4, Mr. Junior Ngulube, Independent Non-Executive Director. A short CV of each of these 4 Non-Executive Directors who stand for reelection due to retirement have been included in the notice of the agenda that was published on Santam's website. Their respective corporate profiles are also available on the company's 2024 integrated annual reporting site.
Shareholders may now indicate their vote on ordinary resolutions 2.1 to 2.4 on the virtual platform.
Thank you, Mr. Fandeso. We move on to ordinary resolution number 3. Ladies and gentlemen, allow me to proceed with the agenda to individually reelect and reappoint the following independent non-executive directors. That is resolution 3.1 to 3.3 as members of Santam's Audit Committee until the conclusion of the company's next AGM in 2024-2026. They are 3.1, Mr. Preston Speckmann, who's an Independent Non-Executive Director. Mr. Monwabisi Fandeso, Independent Non-Executive Director. Ms. Deborah Loxton, Independent Non-Executive Director. We're referring to resolution 3.1, 3.2, and 3.3 respectively. A short CV of each of the 3 independent non-executive director who stand for reelection and reappointment as members of the Audit Committee has been included in the notice of the AGM. Their respective corporate profiles can be accessed at the company's integrated annual reporting suite.
Shareholders may now indicate their vote on ordinary resolution 3.1 to 3.3 on the virtual platform. We move on to item number 4, which follows the recent promulgation of the new Companies Act Amendment that came into effect in December 2024. The latter requires the annual election and appointment of members of the company's Social and Ethics Committee and Sustainability Committee until the conclusion of the company's 2026 AGM. A short CV on each of the directors has been included. In the notice, Shareholders can also access their respective corporate profiles. Ordinary Resolution 4.1 proposes Ms. Caroline Da Silva, Independent Non-Executive Director. Ordinary Resolution 4.2 proposes Mr. Junior Ngulube, Independent Non-Executive Director. Ordinary Resolution 4.3 proposes Ms. Lucia Swartz as an Independent Non-Executive Director. Ordinary Resolution 4.4 proposes Mr.
Tavaziva Madzinga, our Executive Director, to be elected to the company's Social, Ethics and Sustainability Committee. To this end, Shareholders may now indicate their vote in ordinary resolution number 4.1 to 4.4 on the virtual platform. The 5th item on the agenda is a request to Shareholders to cast a separate non-binding advisory vote on the company's remuneration policy and its remuneration implementation report, which are available online on our website, www.santam.co.za. Kindly be reminded that Ordinary Resolution 5.1 and 5.2 are of advisory nature only. Failure to pass these two ordinary resolution will thus have no legal consequence relating to existing arrangements. However, Santam's Human Resources and Remuneration Committee and the Board will take the outcome of the vote and any comments raised by Shareholders into careful consideration when considering the company's remuneration policy.
In the event of 25% or more of the voting rights exercised at the AGM being cast against the following two resolution, note that the Board will invite and encourage dissenting Shareholders to engage with Santam's Human Resources and Remuneration Committee on their concerns in line with the provisions of the JSE listing requirements. Shareholders are requested to cast a non-binding advisory vote on the following resolution: Ordinary Resolution 5.1 and Ordinary Resolution 5.2. Shareholders may now indicate their vote on the 2 resolutions as above.
The sixth item on the agenda is to place all unissued ordinary shares of the company, as well as Santam shares held in treasury shares by subsidiaries of the company, under the control of directors of the company who are hereby authorized to allot and issue such unissued shares and/or dispose of such treasury shares in their discretion on such terms and conditions as to when and where they deem fit to do so until the company's next AGM. Provided that the aggregate number of ordinary shares to be allotted and issued and the treasury shares disposed of in terms of this Ordinary Resolution number 6 and Ordinary Resolution number 7, is limited to 5% of the number of ordinary shares in issue at the date of the notice of this meeting.
Any issue of ordinary shares as in issue for cash as defined in the JSE listing requirement is in accordance with the restrictions contained in Ordinary Resolution number 7. Shareholders may now indicate their vote on Ordinary Resolution number 6 on the virtual platform. The 7th item on the agenda is to grant the directors of the company, subject to JSE listing requirements, the general authority to issue ordinary shares of ZAR 0.01 each or options to subscribe for or securities that are convertible into such ordinary shares and dispose of Santam shares held as treasury shares by subsidiaries of the company as an issue for cash as defined in the JSE listing requirement.
When appropriate, on such terms and conditions as they deem fit, provided that the aggregate number of ordinary shares to be allotted and issued in terms of this resolution, Ordinary Resolution 6, together with any treasury shares disposed of, is limited to 5% of the number of ordinary shares in issue as of the date of this notice of the AGM. Shareholders are further advised that in order for the Ordinary Resolution 7 to be adopted, support of at least 75% of the vote cast by Shareholders present or represented by proxy at the AGM is required in terms of the JSE listing requirement. Shareholders may now indicate their vote.
The 8th item on this agenda is to authorize any director of the company, and where applicable, the group company secretaries, do all such things, sign all such documentations, and take all such actions as may be necessary to implement the aforesaid ordinary resolutions as well as the undermentioned special resolutions. Shareholders may now indicate their vote on Ordinary Resolution number 8 on the virtual platform. We move on now to special resolutions. Shareholders are kindly reminded that in order for the following special resolutions to be adopted, the support of at least 75% is required of the total number of votes which the Shareholders present and represented by proxy at this meeting are entitled to cast. Special resolution number 1.
In terms of 66.9, subsection 9 of the Companies Act, Shareholders are herewith requested to approve the payment of the non-executive directors' remuneration for their services during the period 1st of July 2025 until 30th of June 2026. To ensure that the Santam's interest mandate, the adjusted fees indicated in the AGM notice, which is on page 13 and 14, generally represents 5.65% increase if compared to the fees that were approved by the Shareholders of the company in the previous AGM. Shareholders may now indicate their vote on special resolution number 1 on the virtual platform.
Pursuant to Santam Limited's MOI, Shareholders of the company are hereby requested to approve by way of a general approval, whether by a single transaction or series of transactions, to enable the company or any subsidiary of the company to acquire ordinary shares that have been issued by the company, including subsequent purchases or transferred to the company of such ordinary shares held by any subsidiary. Further detail regarding special resolution number two is available in the AGM notice page 15 and 16. Shareholders may now indicate their vote on special resolution number two on the virtual platform.
As a general approval, the Board of Directors may from time to time, during the two years from the passing thereof, authorize the company in terms of and subject to the provisions of Section 44 of the Companies Act to provide financial assistance by way of a loan, guarantee or provision of security to any party other than a director or a prescribed officer of the company, or related or interrelated companies for the purpose of connection with or subscription or purchase of any securities issued or to be issued by a related and interrelated company or corporation of the company on such terms and conditions as the board may determine from time to time. The detailed reason and effect of the special resolution number 3 are outlined in the notice of the AGM on page 17.
Shareholders may now indicate their vote on Special Resolution 3 on the virtual platform. As a general approval, the company may from time to time during the 2 years from passing of the Special Resolution 4, authorize the company in terms of and subject to the provision of Section 45 of the Companies Act to provide any type of direct or indirect financial assistance as defined in Section 45 of the Companies Act to a related or interrelated company or corporation of the company on such terms and conditions and for such amounts as the board may determine. Shareholders are reminded that this, the reason and effect of the Special Resolution 4 is set out in the notice of this AGM on page 18. You may now indicate your vote on Special Resolution 4.
Special resolution number five deals with the authority to amend the trust deed of the Santam Limited Share Incentive Trust. Even though there is sufficient capacity left in terms of the scheme allocation that was approved in 2009, Shareholders are advised that the original number of shares approved for utilization under the scheme allocation exceeds the current best practice. After the engagement with institutional investors and proxy voting advisors, the board of Santam agrees to reduce the total scheme allocation to 5.75 million shares from 12 million, which is in line with international best practice of 5% of the company's issued share capital.
Consequently, the board proposes to limit the annual usage to 575,000 shares from the existing 2 million and to limit and the limit for any individual to 287,000 shares from a previous 1.2 million shares. Subject to approval being granted by Shareholders at today's AGM, the scheme allocation limit remaining under the 2009 approved resolution will lapse and be replaced with the new limits. Otherwise, the existing limits will remain in place until the scheme allocation has been utilized in full. Shareholders are referred to the reason and effect of Special Resolution number 5, as set out in the notice of the AGM, pages 18 and 19. You may now indicate your vote on the Special Resolution number 5 on this-Virtual platform.
Ladies and gentlemen, thank you very much for your attention and your cooperation and your patience. We have come to the end of the voting and will now proceed with the remaining items of the AGM's agenda. We will now allow an opportunity for Shareholders to raise questions. Please be reminded that any questions that you may have can be posted in the messaging facility that is available at the top of the screen by clicking QA icon. You can enter your question in the Ask a Question bar and select the send icon to submit. I will now ask Mr. Rulashe if there are any written questions that were posted on the e-messaging platform.
Good afternoon, Madam Chair. I do have one question so far. It's from Déna Jansen from Just Share. She would like to know is there a clarity on Santam's reasons for hosting a wholly electronic AGM this year?
Sorry, can you repeat that, Thabiso?
Question is from Déna Jansen from Just Share. She would like to know what are the reasons why Santam is hosting a wholly electronic AGM this year.
This is not the first time we're doing a virtual AGM. I think we are in our fourth year of doing that. Is there any concern that perhaps the Shareholders may have around this? We've given the opportunity for Shareholders to ask questions prior to the AGM, during the AGM, and we're happy to engage on any other issues that they may have, and then we may reconsider the decision. Any more questions?
Madam Chair, there are no further questions at this moment. Thank you.
I'm just giving a pause to allow the Computershare to tally the votes, but, we're still open to questions if there are any. May I ask the telephone operator if there are any callers on the telephone line who may wish to ask questions.
Madam Chair, we can confirm that there are no Shareholders who wish to raise any questions via this telephone line. We can therefore proceed with the meeting's proceedings.
Noted with thanks, Mr. Operator. Should there be no further matters, we shall now close the voting process and display the consolidated voting results on the screen with the assistance of the company's transfer secretaries and the meeting scrutineers. Kindly note that the results of the 8 ordinary resolutions and the 5 special resolutions are now being displayed on the screen for all the meeting participants to view. I hereby declare that each of the 8 ordinary resolutions as well as 5 special resolutions were passed with the requisite majority. To this end, we wish to advise Shareholders that a SENS announcement detailing the votes of the resolutions that were present at this AGM will be released in due course. Ladies and gentlemen, we have now reached the end of today's meeting proceedings.
I would like to use this opportunity to thank the board for entrusting me as the Chairperson of the Board of Directors. I am honored to fulfill this role, it will truly been a privilege to engage with Shareholders as is the case in every year. In my capacity as the Chair of the Board, I would like to thank the executive committee, the CEO, for making this possible and all the professional work that they've put in ensuring that the company continues to be held in the high regard that the Shareholders do. In conclusion, kindly note that for the benefit of those Shareholders who could unfortunately not participate in today's AGM, we will, after the meeting, provide a brief report on the proceedings to the Johannesburg and Namibian stock exchanges where Santam shares are listed.
We'll also be publishing the record of today's meeting proceeding on the Santam's website, which we've made available online. In order to comply