Good morning, everyone. It's 10:00, so we'll start proceedings.
Good morning, everybody. Welcome to this, the 30th Annual General Meeting of the Vodacom Group Limited Shareholders. The necessary quorum being present, the meeting is duly constituted. Your ability as shareholders to participate in this meeting is of paramount importance to the board, and you will be able to speak and vote during today's proceedings. For your information, at this point, we have 53 shareholders holding 1,948,588,169 shares, represented in person or by proxy at this meeting. This represents 93.78% of the ordinary shares. The final voting numbers will be published on SENS after this meeting. As I continue, it gives me great pleasure to introduce board members to you. Shameel Joosub, who's the CEO. I'm sure the people online can see a picture of him. Raisibe Morathi, who's the CFO. Phuthi Mahanyele-Dabengwa , Chairman of the Remuneration Committee. Clive Thomson, Chairman of the Audit, Risk and Compliance Committee.
Nomkhita Nqweni is on the screen. Pierre Klotz is on the screen. John Otty is on the screen. Sateesh Kamath is on the screen. Joakim Reiter is on the screen. Alternate, Francesco Bianco is also on the screen. We have received an apology from Leanne Wood and Khumo Shuenyane. We also welcome the chairpersons of our operating companies across our network who have joined online. David Tarimo, Chairman of Vodacom Tanzania, who's on the screen. Hany Mahmoud, Chairman of Vodafone Egypt, who is on the screen. Fanny Kazati Nyembwe, Chairman of Vodacom TRC, who's on the screen. Lucas Chachine, Chairman of Vodacom Mocambique, on the screen. Henk Pietz [guess], Chairman of Vodacom Financial Services, also on the screen. The notice of the meeting has been in your hands and has been published on the company's website for the prescribed period.
The notice contains full details of ordinary and special resolutions to be considered at this meeting. I will therefore take the notice of the AGM as read. The meeting procedure is as follows: as this is a hybrid meeting, cognizance must be taken for both shareholders in the room and shareholders online. We will start the tabling of resolutions. After the tabling of the resolutions, we will deal with any questions or comments that shareholders may have before we close the voting and announce the results. Following the results, we will move into closure of the meeting. It is my intention to conduct voting on all resolutions proposed at this meeting by way of a poll that will be recorded electronically, both in the room and online.
For shareholders that are participating online, there was a video shown on how to use the virtual platform, and the video can be viewed by clicking on the link found on the home screen. For those of you in the room, I would like to call upon Andrej Vladar from Lumi Technologies to please explain the use of the connector devices for voting.
Thank you, Chairman, and good morning to you, and good morning to the board, and good morning to all of you here. As the Chairman said, today's meeting is a hybrid meeting, so we have people both in the room as well as online. As he mentioned, if we could be cognizant of that fact. I will take you both online and in-room through the voting procedures and how that's going to work, as well as how to use the Q&A. To start off with the voting, for those of you online, I'll start with you. You'll notice that we are currently running two test resolutions. Those online, you will see that appear on your screen as what looks like an electronic ballot form. All you'd need to do is press on the appropriate button or choice that you wish to make for each of those resolutions.
There is no send key and no submit button. If you wish to change your mind, just reselect the option you wish to change to. For those of you in the room—excuse me—that are present and entitled to vote and have chosen to vote at this AGM, you would have received a handset that looks something like this. It has a card that's inserted at the top. Please make sure that the card is inserted correctly, with the gold chip facing you into the top of the handset, and you should see the name or the company that you're representing in the top red bar. You'll also see that the test resolutions are now active for you. To go through it, we'll do that now. Just to note, this is not as sensitive as your touchscreen devices.
These are conference devices, so they do require hard pressing or real love when you press the buttons. It does look like a BlackBerry, so it will behave like a BlackBerry as well. On your screen, you'll currently see two test resolutions, Test one and Test two. What you'll do is use the trackball to scroll through the resolutions, but we prefer if you start on Test one. Once you've highlighted Test one, you click on the trackball. You'll see that the test resolution asks if Mr. Saki—I'm not going to pronounce the surname; I'm going to butcher it—the Chairman of the Vodacom Group Limited. What you'll then do is press the green button to vote. You'll see that your options appear, and you'll press either one to vote in favor, two to vote against, or three to abstain.
Once you've sent your option, you'll press the green button again, and then you'll move on to the next resolution, and you'll repeat that process while doing that. If you could perhaps test doing that now, and if you do have an issue with your handset, please raise it up in the air so that one of my colleagues can come and assist if need be. Moving on to the Q&A section. For those of you online, you have the ability to either send written messages. You will find the messaging tab in the top left of your screen. You will then type into the chatbox the question you wish to pose, and you will press the send key to the right of that chatbox. We will then read out those questions at the appropriate time during the meeting.
You also have the ability to ask verbal questions if you so choose. Instructions for that can be found on the home screen of the platform. For those of you in the room, it is a lot simpler. All you need to do is raise your hand at the appropriate time. Someone will bring a microphone to you. The critical thing is you need to speak into the microphone so that those participating online can hear your question as well. For those of you online, if you do struggle with anything, we do have support staff, and our support details are on the home screen. For those of you in the room, if you do struggle with the handsets at all, please raise your hand, and we will be happy to come and assist. With that, I will hand back to you, Chair.
Thank you, Andrej. We now proceed to the voting section. The memorandum of incorporation requires that the voting on resolutions put before meetings of the company shall be by way of the poll only. On a poll, shareholders present here today in person or online or represented by their proxies are entitled to one vote in respect of each share they hold or represent at this meeting. For your information, I, as Chairman of the meeting, presently hold proxies and letters of representation in respect of 1,948,748,687 shares at this annual general meeting. Voting on all the resolutions is now open, and you can complete your voting at any time while the voting is open until I close the voting after the completion of the Q&A session.
To expedite proceedings of the meeting, I would ask you to complete your voting timelessly to avoid a delay in the disclosure of the voting process. The voting platform contains all the resolutions to be put to shareholders today. We will not be voting on each resolution separately as we would have done in a purely physical meeting. Instead, I will read out the key elements of the resolution, and you can vote. The outcome of this vote will be seen at the end of the meeting. This saves time and data costs for you. Questions will be taken after I have read out all the elements of each resolution. Such questions must be confined to the resolution and the business of the day only. I am happy to take a few questions that may be topical. These must be put to the meeting after the voting is concluded.
I propose that all resolutions be approved as set out in the notice of the annual general meeting. Begin with the ordinary resolution number one. The resolution deals with the adoption of audited, consolidated, and annual financial statements for the year ended 31st March 2025. Voting on this resolution is open. Please vote now. Proceeding to ordinary resolution number two to five. These resolutions deal with the election or re-election of directors in accordance with the company's memorandum of incorporation. The re-election of Mrs. JLW Otty, M.S. Aziz Joosub, and Madams P. Mahanyele-Dabengwa and N.C. Nqweni , who in accordance with the MOI retired by rotation. The profiles of the directors are contained in the notice of the annual general meeting. Voting on resolutions two to five is now open. Please vote now.
Because you can vote at any time until the voting is closed, I'm going to proceed to the next resolution, which is ordinary resolution number six. This resolution deals with the appointment of Ansen Yang [guess] Incorporated as the company's auditors until the conclusion of the next annual general meeting. Voting on this resolution is open. Please vote now. Proceeding to ordinary resolution number seven. This resolution deals with the approval of the company's advisory vote on the remuneration policy. Voting on this resolution is open. Please vote now. Ordinary resolution number eight. This resolution deals with the approval of the implementation of the company's remuneration policy. Voting on this resolution is open. Please vote now. Ordinary resolutions numbered nine to eleven. These resolutions deal with the appointment of Mrs. C.B. Thomson, K.L. Shuenyane, and Ms. N.C. Nqweni as members of the company's Audit, Risk and Compliance Committee.
Voting on resolutions nine to eleven is open. Please vote now. Ordinary resolutions number twelve to seventeen. These resolutions deal with the appointment of Mrs. K.L. Shuenyane, M.S. Aziz Joosub, J. Reiter, and S.J. Macozoma, and Madams. Ms. N.C. Nqweni and L.S. Wood as members of the company's Social and Ethics Committee. Voting on resolutions twelve to seventeen is open. Please vote now. We then proceed to special resolution number one. Special resolution number one deals with general authority to purchase shares in the company. This general authority facilitates the company's Forfeitable Share Plan and Conditional Share Plan. Voting on this resolution is open. Please vote now. Special resolution number two. Special resolution number two deals with an increase in directors' fees, which increase will come into effect from 1 August 2025. Voting on this resolution is open. Please vote now. Special resolution number three.
Special resolution number three deals with an amendment to the MOI to ensure that it aligns with the prevailing legislation. In terms of the proposed amendment, the company will be required to seek shareholder approval for the repurchase of shares except for those circumstances referred to in section 48, subsection eight of the Companies Act, namely purchases pursuant to pro-rata offers or repurchases effected on the exchange. In either case, the company remains bound by the JSE Listings Requirements as well, which may be more stringent in some respects. It must continue to comply with any requirements that they are under, including shareholder approval. Voting on this resolution is open. Please vote now. Proceeding to special resolution number four. Special resolution number four deals with the intra-group repurchases of ordinary shares and is related to the amendment at special resolution three above. Voting on this resolution is open.
Please vote now. Special resolution number five. Special resolution number five deals with general authority to the board to provide financial assistance in respect of securities. The company, where necessary, may seek to optimize its funding costs by providing guarantees, security, support undertakings, or other financial assistance for the benefit of members of the group and in favor of third-party financiers as part of the entry into financing agreements by the company or such other members of the group with such third-party financiers. Voting on this resolution is open. Please vote now. Special resolution number six. Special resolution number six deals with general authority to the board to provide inter-group loans and other financial assistance for the purposes of funding the activities of the group. Voting on this resolution is open. Please vote now. Those shareholders who have not yet cast their votes may proceed to do so now.
While we wait for the shareholders to conclude voting, we will proceed to Q&A. Voting will close at the end of the Q&A. We now move to the questions and answer section of this meeting. Please note that online participants have the ability to ask either written or verbal questions. For those joining online wishing to ask a verbal question, kindly follow the instructions shown on the home screen. You will need to select the request to speak button, which can be found on the broadcast screen. Your broadcast will change into a dial-in facility where you will call into an operator. Please request to be put in the queue for the Vodacom AGM. Once in the queue, you will still be able to hear the proceedings of the meeting. When I call upon you to speak to the meeting, the operator will unmute you.
For those who are present in the room, please raise your hand and wait for someone to bring you a microphone. When called upon by me to speak, please be sure to speak into the microphone so that the virtual participants can also hear your question. We will begin with any questions in the room, followed by questions online. As this is a hybrid meeting, please be patient as we will take questions from the room and questions from virtual shareholders. We will repeat the process until questions have been dealt with. Are there any questions in the room?
Thank you, Mr. Chairman. I just want to ask about the remuneration of directors' fees because you find that they increase on it every year, almost every year. You find that you only come here to vote for the remuneration of directors. I just want to find what influences you to increase the remuneration of directors. Thank you.
Are we taking a few questions or answering them one by one?
We can respond.
You want to respond to that?
Yeah. Thank you very much for the question. We look at the remuneration of our non-executive directors on an annual basis, and increases really come just in line with the economic environment that we're in. You'll see that we'll always link it to inflation and just really looking at just the costs around that directors may face. There are no—I mean, we've had years where the remuneration of non-executive directors is actually even not increased, but it's typically at an inflation basis.
Another question in the room? Question online?
Good morning, Chair. We have a few questions online. They all come from ESG Insight. I'm going to start with the first two, if that's okay, and then we'll proceed on to the third and final one for the moment. Number one, just coming to the formal board and exec diversity targets. The Nomination Committee is still deliberating on embedding formal diversity targets in its policy, if you can comment on that. And it's a commitment to adopting a measurable target at a board and executive level. Specifically, how much would relate to female and how much Black representation? That's question one. Perhaps, Chair, the next question to the RemCo Chair. ESG Insight is asking for a little bit more color around the TSR comparator group we will use going forward, what that peer set is. Will you increase transparency about publishing that TSR peer group going forward?
What are the guardrails to ensure SDI and LTI outcomes are aligned with sustainable value creation? Perhaps those two to start, and then I'll proceed to the third one, which is a bit more detailed.
Thank you, JP. Let me address the diversity targets. I guess the essence of the question is whether we are looking at putting formal targets for diversity as the question has been put. I think the challenge for the structure of Vodacom's shareholdership is that it prescribed a particular type of board which was approved by the JSE at the time of the listing of the company. That structure prescribes that 50% of the board of directors would be independent. The other 50% would be appointed by Vodafone. That, of course, means that we cannot breach that particular provision. That said, there is a commitment on both the part of Vodafone and the independent part of the directors. It is a language we use very rarely because we believe in a unified and single-purpose board.
We do our best to make sure that the diversity is there, that diversity is tempered by the reality of the skills mix that we need and the kind of people that we need on the board. That commitment, I think, comes through when you look at the board as a whole, that there is that commitment. At the executive level, there is a formal target that we've committed ourselves to in terms of the period going forward from 2025 to FY 2030. That commitment is 50% representation. We believe that also should be taken into account when one considers all these matters.
Thank you, Chair. We have made changes to the TSR to make sure that it is more reflective of the competition that we face. From that perspective, we will now be looking at our direct competitors being MTN, Blue Label, Telkom, and Airtel Africa, who will be the comparator companies that we look at. In addition to that, we will also be looking at the country index, which will be in there, as well as the absolute return target, as well as a risk-free premium, which will be added on to that. From that perspective, we have made those adjustments to ensure that we have a TSR that is adequately reflective of the competition that we are facing out there. In addition to that, we have also looked at the weighting of the TSR, which was at 30%, which will now be reduced to 20%.
As you will have seen in the remuneration report, we have also brought in another measure, which is now coming at 10%. That is the ROCE measure, return on capital employed. That is a new measure that we have introduced as well. With respect to TSR, those are the changes that we have made in ensuring that we have a lot more of a direct reflection on the competition that we face in the market.
Thank you, Phuthi. That information is also in the published paper.
Correct.
Thank you, Chair. Thank you, RemCo Chair. I have two more questions. The first one, with your permission, Chair, I will tackle as it relates to our scope 3 emissions and quite a detailed question around that. The second question is from Zuchu. Although not giving his firm name, presumably owns in a personal capacity, he would like to understand the status of Vodacom and Massive's agreement with the Competition Commission. Perhaps before you move to that, I'll just deal with the scope 3 question, which also comes from ESG Insight. It notes the increase in our scope 3 emissions to about 1.6 million tons from 1.4 million last year. The top three upstream and downstream categories that drove this increase, and what specific interventions we have in place to see this improve over the short and medium term. Yeah, spot on.
I think I'd also refer the ESG Insights and other shareholders to both our Climate and Nature report and our ESG report, which detail this information. In terms of the increase, it was capital goods, the purchase of supplies, and fuel that largely contributed, and those are detailed in the Climate and Nature report. I think the more interesting aspect is the various initiatives we're driving to reduce this going forward, and they are numerous. I can't get into all of them right now. It is working with our supply chain, in addition to thinking about things like carbon data analytics and also extending the lifetime of devices. I think one of the big innovations Vodacom drove over the last few years was the three-year contract, trying to extend the life of devices in customers' hands. Beyond that, to your question, yes, certainly working with our suppliers on this.
We can't commit to that coming down in 2026, but obviously something in our broader energy and climate approach, we're looking to tackle over the medium to longer term. Chair, may I hand back to you on the question of the Massive agreement with the ComCom ?
Thank you, JP. I think our COO is best to handle the question.
Thank you, Chair. On the massive agreement, where we are is that today the appeals court is meeting to consider the appeal against the ruling that was made by the Competition Tribunal to prohibit the transaction. What's also happened is that the Competition Commission has now also approached the court with clear direction that they do not oppose the transaction anymore. The appeal court is going to take that into consideration and then opine on the matter. Hopefully, within the next coming days or so, we should have an outcome of where we are on the transaction. We also announced on Friday that we have reached final terms and issued a SENS with Massive and CIVH, and we have published the details of that as well in terms of the deal structure and other deal structure.
Thank you. Are there any questions in the room? Online?
Chair. ESG Insights has asked us to review one of the questions they submitted. ESG Insights, if you're still online, can you repost that question, and I'll ask it word for word? Okay, those are all three questions again. I think I'll ask them word for word, and then I'll see if the Chair has got anything further to add on the questions. The question one, just to repeat, formal board and exec diversity targets. The non-committee is deliberating on embedding formal diversity targets in its policy. Can you commit to adopting measurable board and executive-level DEI targets, example, 40% female, 60% Black representation, and disclose progress against those targets which shareholders can hold the board account to? Chair, would you like to add anything to your previous statement?
No, I don't think there is anything else to add. I would suggest that if the shareholders still want to pursue that, that they get a hold of you and we clarify that further to the extent that they need it.
Okay. They'd ask that I repeat the other two questions, Chair. Would you give them the same advice, that they pursue those offline with us?
Yes, because I don't think there's a likelihood that there's a different answer.
Understood.
Thank you. I presume then that there are no further questions. As there are no further questions, I will now close the voting on all resolutions, and the results of the resolutions will be displayed shortly. Shortly became immediately. Starting with the ordinary resolution number one. Voted for 99.97%. Ordinary resolution number two, for 98.80%. Ordinary resolution number three, 99.48%. Ordinary resolution number four, 99.42%. Ordinary resolution number five, 99.87%. Ordinary resolution number six, 100%. Ordinary resolution number seven, 86.78%. Ordinary resolution number eight, 87.12%. Ordinary resolution number nine, 99.84%. Ordinary resolution number ten, 99.77%. Ordinary resolution number eleven, 99.87%. Ordinary resolution number twelve, 99.77%. Ordinary resolution number thirteen, 99.87%. Ordinary resolution number fourteen, 99.74%. Ordinary resolution number fifteen, 99.54%. Ordinary resolution number sixteen, 99.23%. Ordinary resolution number seventeen, 97.45%. Special resolution number one, 99.45%. Special resolution number two, 99.78%. Special resolution number three, 99.84%. Special resolution number four, 99.50%.
Special resolution number five, 99.97%. Special resolution number six, 99.97%. I declare that all the resolutions have been passed with the requisite majority, and a full announcement will be released on SENS in due course. Now, if I may proceed to the Social and Ethics Committee report, as we noted at the beginning of the meeting, Mr. Shuenyane is unfortunately at a funeral today and was unable to present it himself. The report goes as follows: In FY 2025, Vodacom remains steadfast in its commitment to sustainability and inclusive growth. Guided by our papers, we accelerated our impact by promoting diversity, equity, and inclusion, advancing climate resilience, and embedding responsible business practice processes across our operations.
The report of the chairman of the Social and Ethics Committee proceeds to say, "The report from the Social and Ethics Committee is on pages 10 to 12 of the 2025 Vodacom Group Environmental, Social, and Governance, or ESG, report, which is available online. In the interest of time, I will only provide select highlights. We welcome and encourage feedback from our shareholders on the committee's report and the full ESG reporting suite, which includes our ESG addendum and our climate and nature report." Excuse me. As noted by myself, Vodacom's papers affirm its commitment to supporting an inclusive, sustainable, and trusted digital society where people and businesses can thrive, even in challenging times. The board recognizes and supports management's unwavering actions to drive quality and strengthen climate resilience.
Vodacom remains a leading organization in terms of its ESG performance, maintaining a low-risk ESG rating with Sustainalytics, Triple A ESG rating in MSCI, and a prime ESG rating by Institutional Shareholder Services, or ISS. We continue to improve our scores on S&P Global, and also on Refinitiv and the FTSE4Good assessments. Allow me to select highlights. Vodacom remains committed to empowering people and driving inclusion for all, and achieved the following during the year. Continue to expand the network coverage to promote affordable. Smartphones, to provide access to device financing and affordable data propositions, and to enable access to free services and resources through the Connect You platform to drive meaningful connectivity. Vodacom Group has supported financial inclusion through an ecosystem that empowers consumers and merchants with payments, savings, and investments, lending, and insurance services, as well as e-commerce.
We also have continued to strengthen SME offerings, covering connectivity solutions, digital platforms, financial services, and other cyber resilience products. Vodacom continues to support training and development. And digital accelerator programs. We have also empowered people with disabilities to participate in the digital economy through inclusive solutions like text-based emergency services, sign language support. And accessible smart devices. We progressed the Tech for Good platforms to connect millions through healthcare, agriculture, and smart city solutions. We have addressed societal challenges through. Scalable programs enabled through impactful partnerships, spanning education, enterprise, development, health, and disaster relief. In terms of protecting the planet, the committee has approved the group's net zero plan and monitored execution. Management reached the FY 2025 target of matching 100% of purchased grid electricity with renewable resources.
The committee continues to provide oversight of management's actions to maintain trust through the group's responsible business practices, focusing on the group's code of conduct and ethical leadership. On responsible AI development that prioritizes transparency, accountability, and fairness while addressing risks of bias. Privacy, and misuse. Employee engagement. Leadership development, inclusion, skills training, and a refreshed employee value proposition. The Top Employer Institute certified Vodacom Group as Africa's top employer for the second consecutive year. In health. We look at safe health, safety, well-being of employees, suppliers, and society, noting effective responses to civil unrest and extreme weather. Progressing in fostering. A no-one-gets-head culture and ongoing efforts to enhance incident analysis and performance. We have also enhanced the human rights program with strengthened governance and promoting practices which respect human rights. We also look at regulatory matters, financial services practices, reputation management, and stakeholder engagement. We're happy to take questions.
On the social and ethics report. I guess we follow the same format as. The questions. Any questions in the room? Online?
Chair, I do not have any new questions online.
Thank you. There being no further questions, I'm going to move to the closure of the meeting. I would like to extend a special word of thanks and sincere gratitude to the following. The employees, contractors, and suppliers of Vodacom for their continued loyalty and valuable contribution to the group during the last year. The executive team for their leadership and determination in the delivery of Vision 2025, and continuing to drive the future growth through Vision 2030. My fellow board members for their ongoing valuable counsel and guidance, ensuring that Vodacom continues to live its purpose of connecting for a better future. The chairs of the operating companies for the leadership they provide in the companies that they chair. Many of the companies are the biggest enterprises in the economies they operate in and deliver our purpose.
May I also take this opportunity in expressing my appreciation to our many shareholders and customers who have continued to demonstrate their confidence in Vodacom. In ending, I would like to bid farewell to Mr. Francesco Bianco, an alternate non-executive director, and to Ms. Leanne Wood, who has resigned from the Vodafone Group and will step down from the Vodacom board with effect from 31st July 2025. I wish them well on their next chapters in life. Thank you for your attendance today. As all the business of the meeting has been dealt with, I now declare this meeting closed. Please be safe. Thank you.