Assetora Limited (AOH) Earnings Call Transcript & Summary

Okay. We're now actually going to start the meeting given that we're, what, 6 minutes past 11:00. So if I can pass over to you, Ross, and unmute. And if I can ask everyone who is -- I think everyone else is muted. So yes, so if I can pass over to Ross and to John Hewson, please.

Okay. Well, good morning, ladies and gentlemen. My name is John Hewson. I'm the Chairman of DomaCom. Pleasure to welcome you to this extraordinary general meeting. I can be clear that we have a quorum, at least 5 shareholders. So we can start the meeting as I declare the meeting open. My first duty is to introduce the directors. On my far left is George Paxton. Yes, identify yourselves. Grahame Evans. Who else is here? Angela Williams, you're on screen? Yes. Angela, you're seen. We also have the Chief Operating Officer, Chief Commercial Officer, Ross Laidlaw. Thank you. And CEO, John Elkovich, on my left. As the Notice of Meeting has been circulated to all shareholders, I propose this to be taken as read. This general meeting has been called to allow shareholders to consider and vote on the issue of shares as part of the recent private placement to a related party as set out in the Notice of Meeting and explanatory statement. The ASX Rules require shareholder approval with any issue of shares to a related party of DomaCom, even if they have subscribed for and purchased in the same way as the other investors in DomaCom. It will be a full separate Annual General Meeting next month that will include presentations and further resolutions. The meeting today therefore is largely administrative to consider the proposed resolution only. We will be able to provide a separate update on the current relisting process once we've finalized the process with the ASX. I know many of you are concerned about how slow that is. The ASX doesn't move quickly. Until we have released this information, we are not able to provide further updates today on the relisting. We understand it has been a long purchase. I just thank you all for your patience. The supplemental prospectus issued on the 11th of July sets out the participation by George Paxton in a private placement. It also explains the shares will need to be issued within 3 months of the date of the supplementary prospectus. Ideally, we would have carried out that approval on the -- of the issue of shares to George as part of the forthcoming AGM. However, the requirement to have this occur within 3 months of the date of the supplemental prospectus has prevented us from using that timetable. Turning to voting procedures. All voting will be through a poll. Shareholders are encouraged to submit their votes prior to the meeting. However, an opportunity will be given to any shareholders that wish to vote and did not submit a proxy form prior to the meeting. Next, shareholder who is entitled to vote and has not voted will have been established during the meeting registration and notified to me. I will ask each shareholder who has not already voted how they intend to vote. As the voting is by poll, each vote will be allocated in accordance with the number of shares held. The votes will be combined with the votes received in advance of the meeting to determine the results of the poll and will be released at the ASX subsequent to this meeting. Once I have set out the following resolution, I will ask if there are any questions in relation to the resolution. Okay. Resolution 1, approval of the issue of ordinary shares from Mr. George Paxton. I move the following ordinary resolution. That, for the purpose of the ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of 3,030,303 ordinary shares to Mr. George Paxton, a director of the company, under the terms and conditions set out in the explanatory statement. Voting exclusion statement for Resolution 1: The company will disregard any votes cast in favor of the resolution by or on behalf of Mr. Paxton or an associate of Mr. George Paxton. However, this does not apply to a vote cast in favor of the resolution by a person as a proxy or attorney for another person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; and the chair of the meeting as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or a holder acting solely in a nominee, trustee, custodial or fiduciary capacity on behalf of a beneficiary provided the following conditions are met: the beneficiary provides written confirmation to the holder that they are not excluded from voting and are not an associate of a person excluded from voting on the resolution; and the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Is there a seconder to that resolution? Okay. Hello. You can have that, Phil.

Yes.

Before the resolution is put to a vote, we would like to provide the opportunity for any questions in relation to the resolution and persons who are entitled to vote at this meeting. So I'll open the floor to questions. I think, Phil, you want people to put their hand up today.

That's probably the easiest way of doing it. If you put your hand up, we'll make sure [indiscernible] first or a virtual hand if you have a virtual hand for those that don't have an image. Okay. So there's no questions there on this resolution, Mr. Chairman.

Okay. I advise that the company has received proxy votes as follows: 90,287,580 or 84.82% of the votes in favor of this resolution. 3,180,822, that is 2.99% of the votes against the resolution. 12,981,561 or 12.19% of the votes will be nominated as a proxy and will vote in favor. And there's 1,522,684 votes abstained from this resolution. I now ask each shareholder individually who has not yet voted in advance how they intend to vote on the resolution. We will unmute your microphone. I think, Phil, you're controlling the mic there. [indiscernible]

So I could help with this process, certainly. So the first person is -- just going through the list here. So you would have had a prefix added to your name when you register. Where it says VS, that means you're a voting shareholder. So we'll just go through the 3 or 4 of you who will be voting. So John, would you like for me to run this part?

Yes, please.

Yes. So just coming to you sort of [ Jamie, Jamie Stewart ]. If I can ask you to unmute your microphone, please?

Yes. Unmuted.

Perfect. So just -- can I ask a question? Would you be voting in favor of Resolution 1?

Yes, in favor.

Yes. Okay. Thank you. So I'm just going to move through the list. So the next person would be -- so [ Kath Noland ]. Please, if you can unmute your microphone. Would you be voting in favor of the resolution? That's a yes. Yes. Okay. Thank you. Moving to [indiscernible] on your iPhone. Can I ask you to unmute, please?

Yes.

So that's a yes. Are you voting -- that's a yes, in favor of the resolution, I take?

Yes. Right.

Okay. Thanks, [indiscernible]. Just moving through the list. Next is [ Michael Johns ]. Can I ask you to unmute? Would you be voting in favor, Michael?

Yes, voting in favor.

Okay. Thank you, Michael. And I think the last person -- I think that would be the last person. So -- okay. Thank you, everyone, for giving your votes there. So if I could just come back to the main Board room, amongst the Board members, Grahame Evans, can I ask if you're voting your shares in favor of this resolution?

In favor. Yes.

Okay. Thank you. So everyone else has voted as a proxy before the meeting. So thank you for that. If I can pass back to you now, Mr. Chairman.

Okay. Thanks very much, Phil. I now declare the poll closed. The results of the poll will be released at the ASX after this meeting. Then we can just move on to close the meeting at this point. That concludes the formal business of this meeting, and thank you all for your participation. We look forward to seeing you at the AGM, where we will be able to provide further information on the relisting process and the business more generally. We will also provide further updates in the meantime when further information becomes available. So I now declare the meeting closed at 11:16. Thank you very much for your attendance.

Okay. Thank you, everyone.