Croma Security Solutions Group plc - Shareholder/Analyst Call (CSSG) Earnings Call Transcript & Summary

Good morning, and welcome to the Croma Security Solutions Group plc Annual General Meeting. [Operator Instructions]. I'd now like to hand you over to Chairman, John Wakefield. Good morning to you, sir.

Thank you, Alessandro. Well, good morning to everyone here, present in person and online for Croma Security Solutions Group plc's Annual General Meeting. It's a great pleasure to be here and have the opportunity to chair this meeting. There being a valid quorum of persons, shareholders present, which is 3. And due notice having been made of this AGM, the AGM notice was posted on the 6th of November, the results themselves were announced on the 3rd of November. I declare the meeting open. And with your permission, I would like to take the notice of AGM as read. Thank you. We also have afforded shareholders the opportunity to ask questions. Those persons attending online, I don't think -- I think I'm correct in saying to you, we haven't received notice of any questions. But clearly, if there are any questions during the course of this meeting, we will be happy to take them. So my practice will be just to summarize each of the resolutions and then put those resolutions to the vote. So the first 9 resolutions are ordinary business and require approval by a simple majority of voting shareholders. The first resolution is to receive the reporting accounts of the company for the year ended 30th of June 2025, and the directors' report on those accounts. If there are any questions, I'd be happy to take them. In the absence of any questions, can I please put that resolution to the meeting on a show of hands. We have 4 shareholders voting in favor here, and that is Roberto and 2 of his sons, who account for virtually 1/3 of the shares. Are there any votes against? Not that I can see. I therefore declare that resolution passed. Thank you. The second resolution is for the reappointment of the auditors, UHY Hacker Young LLP to be reappointed until the conclusion of the next annual general meeting of the company. May I have a show of hands, please? Thank you. Any -- none against? So I'm delighted to declare Resolution 2 for the reappointment of UHY Hacker Young duly passed. The third resolution is always popular. That the directors be authorized to determine the auditor's remuneration. It's not as popular as the fourth resolution. So can I please put that to the meeting that the directors be authorized to determine the auditor's remuneration on a show of hands, all those in favor. Thank you. That is duly passed. The fourth resolution is the popular one. That a final dividend for the year ended 30th June 2025 of 2.4p per ordinary share be approved and paid to the registers on those shareholders on the register at 6:00 p.m. on the 5th of December 2025. All those in favor, please show. Thank you. I declare Resolution 4 duly passed. Resolution 5, we're getting into the reappointment of directors. So Resolution 5, I should say that Roberto is offering himself for reelection. This is not necessary under the articles of appointment while Roberto continues to serve as Group Chief Executive. But for the interest -- in the interest of completeness, and in accordance with the good governance procedure of the QCA, Roberto is offering himself for reelection. So may I please have a show of hands for Roberto to be reelected as a director of the company. Thank you all. That was for Resolution 5. Thank you. Resolution 6 is for the proposal election of Teo Andreeva, who is the company's Finance Director, who is retiring by rotation in accordance to the articles of association, having been -- having served 3 years since the first election. Show of hands again, please. Thank you. Teo, I declare Resolution 6 is reelected, and you continue in office as the Finance Director. Thank you. Resolution 7 is subject for noting. The company has benefited from the services of Steve Naylor, who has been a nonexecutive director of the company since 2023, and who is retiring by rotation as a director and proposes not to offer himself for reelection. That is simply for noting that it's on the AGM as a resolution. So can I simply ask people to show that, that is duly noted. And Steve, thank you very much indeed for all your good work while serving as a director of this company. We wish you all the very best for your future, wherever it takes you. The eighth resolution is in respect of my own reelection, having been with Andy Wonnacott, the Chief Executive -- the other Nonexecutive Director. We were both appointed with effect from the 1st of November, and our appointments were announced to the London Stock Exchange on the 23rd of October. So I will excuse myself from the chair and ask Roberto, if I may, to propose my reelection.

Thank you, John. So ordinary resolution reelecting John Wakefield that joined us recently. Can we have a show of hands, please, for those in favor? With that, I would confirm that, that resolution is passed. And I'll hand back to John. Thank you.

Thank you, Roberto. Next resolution, as mentioned, Andy Wonnacott was appointed at the same time as myself. And if I please, as a Nonexecutive Director with effect from the 1st of November. So please now, may we have a show of hands in respect of Andy's appointment as a director. Thank you very much indeed That is also passed. Thank you. We're now moving on to special business, that is items not routine at AGMs. And there are 4 resolutions. Resolutions 10 and 11 are ordinary resolutions, which require passing on a simple majority. Resolutions 12 and 13 are special resolutions and require a 3/4 majority. So Resolution 10 is for the directors to have authority generally and unconditionally to allot shares in the company up to a maximum nominal amount of GBP 229,471. Now as you all know, the nominal amount of the share capital is 5p. So GBP 229,471 translates into 4,589,420 shares. And this resolution is in 4 parts. So that's the first part, which is to authorize directors to issue shares up to that amount. The second part is to authorize the directors to issue shares preemptively in accordance with existing shareholders pro rata shares up to a maximum nominal amount of GBP 458,942, which is equivalent to 9,178,840 shares. The next 2 paragraphs clarify that the authority given in this resolution will last until the expiry of the next AGM or the 31st of December 2026, whichever is sooner. And the final paragraph clarifies what is meant by a preemptive offer. And essentially, that's a rights offer in accordance with -- to shareholders in accordance with their existing holdings. So please, may I have a show of hands in respect of Resolution 10. Thank you very much indeed. I declare that resolution passed. Resolution 11 is another ordinary resolution. You will probably be aware that there are some shares held in treasury. So the company has an issued share capital of 15.9 million shares or so, of which 2.1 million are held in treasury. These are shares which are available for reassignment, and that reassignment will not cause any dilution because they're already in issue. And essentially, what Resolution 11 does is to authorize the directors to transfer these treasury shares to an employee benefit trust, which is in the course of being established for the benefit of qualifying shareholders provided that the maximum nominal amount of shares transferred is GBP 10,000, which is the equivalent of 200,000 shares. So I would like to have a show of hands, please? Thank you. That resolution is duly passed. And then the final 2 resolutions are special resolutions requiring a 3/4 majority, 75% of voting shareholders. Resolution 12 gives the directors the ability to issue shares under the general authority conferred on Resolution 10, which we just passed, to make issues of shares for cash on a nonpreemptive basis provided that, that authority is limited to a maximum nominal amount of GBP 68,841, which is equivalent to 1,376,820 shares. And that authority, if approved, will expire in a year's time or at the end of next year's AGM. So may I have a show of hands? Thank you so much. I declare that resolution carried by the appropriate majority. And the final resolution, also special resolution, is to give the company power to make more purchases of its own shares in accordance with this authority. You may recall that this is how the treasury shares came to be in existence anyway because the company effectively bought in the 2 million or so shares held in treasury, which are now available for the issue. So Resolution 13 limits this authority for the company to buy in shares to a maximum of 1,376,826, which is equivalent to 10% of the shares, excluding the treasury shares, that is the shares which are currently capable of being voted, provided that the minimum price, which the company may pay for each share is 5p, which of course, is the company's nominal value. I'm quite sure we'd be expected to pay a slightly higher price than that. But the maximum price is also constrained and must be no more than 105% of the average of the middle market quotations for the ordinary shares on the 5 business days immediately preceding the purchase. That can be a very useful authority for the company to have in its arm. So again, if I could have a show of hands, please? Thank you. I should say, I haven't given out the proxy numbers, but the proxy numbers were overwhelmingly in favor of all resolutions. When the company posts the results of this AGM on its website, it will also give, I believe, the proxy numbers. So that concludes the business of the AGM, which has been completed. And I would like to thank you very much indeed for being shareholders and for your time and patience. And in the absence of any questions -- but if there are questions that will occur to people during the course of this AGM, we would be happy to take them. But if there aren't, I think we need to click the Q&A tab. It's grayed out because it's not available, right? Okay, I don't think we have any. I think we can close our meeting then.

That's great.

We want to thank the shareholders for your interest and for being shareholders, and we hope to see you at next year's AGM. We look forward to hearing from you. Thank you, Alessandro, for hosting this AGM.

That's great. Well, thank you for updating attendees today. On behalf of the Board of Croma Security Solutions Group plc, we'd like to thank you once again for attending today's Annual General Meeting, and good morning to you all.