archTIS Limited (AR9) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Miles Jakeman, and I'm the Nonexecutive Chair of archTIS Limited, and today, I will chair this meeting. I'm joined by Daniel Lai, the Managing Director; Kurt Mueffelmann, the Chief Operating Officer; Andrew Burns, our CFO. And online, we have Leanne Graham, the other Nonexecutive Director; Erlyn Dawson, our Company Secretary; Cameron Hume of RSM, our auditors; and [ Julia Buller ] of Automic Registry Services, who will act as the returning officer for the polls being conducted today. This meeting has been convened in accordance with the provisions of the Corporations Act, and as it is past the appointed time and a quorum of shareholders is present, I declare this meeting open. As our results for financial year '24 have already been released and discussed, I expect that today will be mostly an administrative rather than an operational meeting. As always, though, our shareholders will be able to ask questions on any matters pertaining to the business at the appropriate time. The notice convening this meeting was dated the 22nd of October, and a letter containing a link to the notice was sent to all shareholders of the company around that time. Unless there are any objections, I will take the notice of meeting as read. We have 8 items on the agenda today with 7 resolutions for shareholders to consider. Shortly, I will open the poll and read out all resolutions to the meeting. After I've put all resolutions to the meeting, I will address any questions concerning those before closing the poll. Voting on each resolution will remain open until the last resolution is read out, and any questions on the resolutions are answered. Valid proxies have been received from shareholders for a total of 108,045,048 shares, representing approximately 38% of the company's voting share base. A summary of the proxy votes received is displayed on the screen. Today's meeting is a virtual meeting, allowing shareholders and proxy holders to attend and vote online. Only registered shareholders or valid proxy holders will be entitled to vote at today's meeting. To cast your votes, you must be logged into the Automic investor portal. You may cast your votes at any time during the meeting until I officially declare the poll closed. Once you have submitted your vote, it cannot be amended. Voting will be conducted by way of a poll on all resolutions. Whilst the votes are being calculated, the directors will take any further questions before announcing the outcome of the poll. In terms of questions, they can be asked and submitted at any time. [Operator Instructions] Please note that while you can submit questions at any time during the meeting, I will not address them until the relevant time. Questions may also be moderated or amalgamated together if we receive multiple questions on the same topic. All questions should be addressed to me as the Chair, and I will either address it or direct it to someone who is better placed to respond. Having now completed the meeting formalities, I will open the poll and move to the formal business of the meeting. The first item of business deals with the presentation of the annual financial report of the company for the financial period ending 30 June 2024, together with the declaration of the directors, the director's report, the remuneration report and the auditor's report. No resolution is required to be moved in respect of this item, however, shareholders are invited to ask questions and make comments on the accounts and on the business, its operations and management of the company, should they wish to do so. Shareholders are also invited to ask the company's auditor, Cameron Hume of RSM, any questions relevant to the conduct of the audit, the preparation and content of that independent audit report, the accounting policies adopted by the company or the independence of the auditor. If there are no questions, I'll move to the resolutions to be considered at today's meeting.

No questions on the line.

Thank you. Resolution 1 deals with the adoption of the remuneration report. I put to the meeting that shareholders consider, and if thought fit, pass, with or without amendment, the following resolution as a nonbinding resolution. That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the company's annual financial report for the financial year ended 30 June 2024. Proxy votes received in respect of this resolution are displayed on the screen. And if you haven't done so, please cast your votes. [Voting]

As the next resolution concerns me, I will now pass the chair to Mr. Daniel Lai to manage the meeting. Thanks, Daniel.

Thanks, Miles. Resolution 2 deals with the reelection of Dr. Miles Jakeman as a director. I put to the meeting that shareholders consider, and if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution. That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Dr. Miles Jakeman, a director, retires by rotation, being eligible, is reelected as director. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your votes. [Voting]

I will now pass the chair back to Miles.

Thanks, Daniel. Resolution 3 deals with the approval to issue options to Daniel Lai as the Managing Director. I put to the meeting that shareholders consider, and if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution. That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given by the company to -- for the company, apologies, to issue up to 416,504 options to Daniel Lai or his nominee on the terms and conditions set out in the explanatory statement. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your votes. [Voting]

Resolution 4 deals with the approval to issue performance rights to Daniel Lai. I put to the meeting that shareholders consider, and if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution. That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the company to issue up to 2,082,521 performance rights to Daniel Lai or his nominee on the terms and conditions set out in the explanatory statement. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your votes. [Voting]

As the next resolution again involves me and I have a personal interest, I will pass the chair to Daniel.

Thanks, Miles. Resolution 5 deals with the approval to issue options to Dr. Miles Jakeman. I put to the meeting that shareholders consider, and if thought fit, pass the following resolution as an ordinary resolution. That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the company to issue up to 3,412,969 options to Dr. Miles Jakeman or his nominee on the terms and conditions set out in the explanatory statement. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your votes. [Voting]

No questions at this time.

I'll now pass the chair back to Miles.

Resolution 6 deals with the approval to an increase in the total aggregate remuneration for nonexecutive directors. I put to the meeting that shareholders consider, and if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution. That, for the purposes of Listing Rule 10.17 clause 14.8 of the company's constitution and for all other purposes, with effect from the closing date of this meeting, the maximum aggregate amount of directors' fees payable to the company's nonexecutive directors per annum be increased by $500,000 from $250,000 per annum to $750,000 per annum in accordance with the terms and conditions set out in the explanatory statement. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your votes. [Voting]

Resolution 7 deals with the approval of the 7.1A mandate. I put to the meeting that shareholders consider, and if thought fit, pass the following resolution as a special resolution. That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the company to issue up to that number of equity securities equal to 10% of the issued capital of the company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the Ts and Cs set out in the explanatory statement. Proxy votes received in respect of this resolution are displayed on the screen. Please cast your vote. [Voting]

Ladies and gentlemen, with that being the final resolution put to the meeting, I will now address questions on any resolutions plus answer any further questions that you might like to load at this point in time. Ladies and gentlemen, there are no questions open. And if there are no further questions, I will pause to allow shareholders to finalize their votes. [Voting]

Ladies and gentlemen, I now declare the poll closed. Whilst the votes are being calculated, I'll adjourn the meeting, and the directors will take any further questions before announcing the outcome of the poll. Happy to take any questions. If there are no further questions, I have been provided the poll results by the returning officer, so I'll reconvene the meeting and declare the outcome of each resolution. Ladies and gentlemen, I've been advised that all resolutions have been carried. The returning officer has verified the results, and I declare that they all carried. Full details of the voting results for each resolution will be submitted to the ASX shortly after the meeting and will also be available on the company's website. As there is no other business that has been validly brought forward, this concludes the formal business of today's meeting, and I declare the meeting closed. Ladies and gentlemen, thank you on behalf of the Board for your attendance and participation at today's meeting and look forward to engaging with you as the company continues to perform through the year. Finally, just to conclude the meeting, I'd like to formally acknowledge, on behalf of the Board, the services provided by Leanne as part of her 6 years. As you know from the memorandum, Leanne has decided to retire. And she's been a great boon to the company, and we wish her all the best with the future. Thank you, team, and thank you, Leanne.