CMC Markets Plc (CMCX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the 2022 Annual General Meeting of CMC plc. It is 10:05. My apologies for being a few minutes late starting this meeting. We have a quorum present, and I now declare the Annual General Meeting open. This will be followed by a General Meeting of the company to be held after this Annual General Meeting, maybe 10:30 or a bit later, or soon as the Annual General Meeting has been concluded or adjourned. I would like to note that the same procedures for voting and questions will apply to both the Annual General Meeting and the General Meeting itself. My name is James Richards, I'm the Chairman of CMC Markets plc. Before turning to the formal part of the meeting. I would just like to mention a few practical points. The fire exits are marked by green signs hanging from the ceiling. There are no fire drills planned for today. So in the unlikely event the alarm does sound, we will be guided by fire marshals to the appropriate exit. Please make sure that your phones are switched off or on silent mode. I'd also like to remind you all that we do not allow photographs to be taken or the meeting to be recorded or transmitted. I should inform you that the meeting will be recorded as a record in the event that a [ recording ] is being asked. It is also in livestreamed so that shareholders and other stakeholders who cannot be present can view it on the company's website. I would now like to introduce Board, some are dialing in through video link and other means. Lord Cruddas is dialing in, he's our CEO. David Fineberg is sitting on the far left of myself, he's the Deputy Chief Executive Officer. Euan Marshall, second from the right, is our Chief Financial Officer. Matt Lewis is dialing in, he's Head of Asia Pacific & Canada region. Paul Wainscott is sitting on the far right, he's our Senior Independent Director, Chair of the Audit Committee. Sarah Ing on my immediate left, is an Independent Nonexecutive Director, Chair of the Remuneration Committee. And Susanne Chishti, sitting immediately on my right, is an Independent Nonexecutive Director. And Clare Salmon, she's dialing in, an Independent Nonexecutive Director and Chair of the Risk Committee. I also introduce Patrick Davis, our Company Secretary, he's sitting in the forum. The biographies of the directors standing for election and reelection are included in the annual report and financial statements. You will have noted that there was a trading update announced to the market this morning by our regulatory information service, and copies are available at the back of the room. With your permission, ladies and gentlemen, I'd like to proceed by dealing with all questions from shareholders on any matters relevant to the business of the meeting at the outset before we move on to voting on the resolutions themselves. This is because we have a large number of resolutions. And in my view, we will be able to deal with the voting more expeditiously in this manner while still giving shareholders time to ask the questions that they may wish to ask. To ensure an orderly discussion, I may take several questions together on the same topic to avoid repetition of answers. I would like to remind you that Paul Wainscott, Sarah Ing and Clare Salmon, respectively the Chairs of the Audit, Remuneration and Risk Committees, are available to answer questions as well. I am available to answer questions as Chair of the Nomination Committee. Before asking your questions, please give your name and state whether you are a shareholder, proxy or corporate representative. If you are a proxy or a corporate representative, please state or name and the name of the shareholder you are representing. As we have not received any registered questions prior to the meeting, I will ask the floor, so any person present, shareholders, who would like to ask questions. As there have been no questions asked, I would now like to start the formal proceedings of this Annual General Meeting. The Notice of Annual General Meeting, together with the explanatory notes, was posted to shareholders on 24th of June 2022. Accordingly, the requisite notice of the meeting has been given. I therefore propose that, with your consent, the notice of meeting should be taken as read and agreed. Thank you. To more accurately reflect the views of shareholders of the company and in accordance with the company's Articles of Association, voting today will be done by way of poll on each of the resolutions put to the meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded even if they are unable to attend the meeting in person. Link Group, the company's registrar, will act as scrutineers and will count and check the votes against the register. The final results will be made available on the company's website and will be announced to the London Stock Exchange later today. All shareholders, proxies and corporate representatives here today should have been provided with a poll card on arrival. If you require a poll card, please raise your hand and a member of our team will assist you. If you have already completed a proxy form and do not wish to change the way you've voted, there is no need to complete a poll card. The votes who are already cast will be counted. However, for those shareholders who have not submitted a proxy form or wish to change their votes already submitted, please compete the poll card, clearly printing your full name; and if you are a proxy or a corporate representative, the full name of the shareholder you are representing. If you are voting on behalf of more than one shareholder, please complete a separate poll card for each shareholder. Will you then please indicate how you wish to vote by inserting an X in either the for or against box alongside each of the resolutions. You may abstain from voting by inserting an X symbol in the withheld box. Finally, will you please sign and date the poll card and hand it to the representative from Link Group seated at the back of the room. We will now proceed to vote on the resolutions. A full text of the resolutions is set out in the notice of meeting, a copy of which you will have received. I now formally propose the resolutions as set out in the notice of meeting. Resolutions 1 to 13 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions 14 to 18 are proposed as special resolutions, which, to be passed, require a majority of 75% of the votes cast to be in favor of the resolution. The reelection of the independent directors, resolution 3, 7 and 8, need to be approved by the shareholders company and also approved separately by the independent shareholders of the company, that is excluding the votes of controlling shareholders. You can vote for or against the proposed resolutions or alternatively you may withhold your vote. Should you require assistance in completing a poll card, please raise your hand and a registrar will be pleased to help you. Please note that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of those either for or against a resolution. I ask that you now complete your poll cards. [Voting]

Judging by the limited activity in the room, I would assume that most shareholders have completed their poll cards. To ensure you have adequate time to submit your poll card to scrutineers, the poll will close 15 minutes after the end of the meeting. As stated earlier, the final results of the meeting will be announced to the market through the regulatory news service and posted on our website as soon as practical. Ladies and gentlemen, that concludes the business of this meeting. I thank you for your interest and attendance and declare the Annual General Meeting closed. We will now move, as I announced at the beginning of the meeting, to the General Meeting. So we are now in the General Meeting of CMC Markets plc, and it is 10:15. And as a quorum is present, I now declare the General Meeting [ open ]. I should like to proceed by dealing with any questions from shareholders on any matters relevant to the business of this General Meeting at the outset before we move on to voting on the resolution itself. As I announced in the Annual General Meeting, before asking your question, please give your name and state whether you are a shareholder, proxy or corporate representative. If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing. As no questions have been registered prior to this meeting, I would now like to invite any questions from the floor. If you wish to ask any questions, please raise your hand and ask the questions you may have. Ladies and gentlemen, as there have been no questions asked, I would like to start the formal proceedings of this General Meeting. The Notice of General Meeting with explanatory notes was posted to shareholders on the 12th of July 2022. Accordingly, the requisite notice of the meeting has been given. I therefore propose that, with your consent, the notice of meeting to be taken as read and agreed. Thank you. In accordance with the company's Articles of Association, voting will be done by way of a poll on the resolution put to the meeting. The same voting procedure as in the Annual General Meeting shall apply. We will now proceed to vote on the resolution, the full text of which is set out in the notice of meeting, a copy of which you will have received. I now formally propose the resolution as set out in the notice of the meeting. Resolution 1 is proposed as a special resolution, which, to be passed, requires a majority of 75% of the votes cast to vote in favor of that resolution. Please note that none of the directors or their associates nor the Cruddas family will vote on resolution 1, as under the listing rules, they are considered related parties. You can vote for or against the proposed resolution; or alternatively, you may withhold your vote. Please note that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes either for or against the resolution. Should you require any assistance completing your poll card, please raise your hand and a member of our team will be pleased to help you. I now ask that you complete you poll cards. [Voting]

I assume that most shareholders have completed their poll cards. But to ensure that you have adequate time to submit your poll card to the scrutineers, the poll will close 15 minutes after the end of this meeting. As stated earlier, the final results of the meeting will be announced to the market through the regulatory news service and posted on our website as soon as is practical. Ladies and gentlemen, that concludes the business of this general meeting. And I now declare the meeting closed. May I, in conclusion, wish you all a safe onward journey. Thank you very much.