DXN Limited (DXN.AX) Earnings Call Transcript & Summary

October 22, 2021

Australian Securities Exchange AU Information Technology IT Services shareholder_meeting 19 min

Earnings Call Speaker Segments

George Lazarou

executive
#1

Okay. Hi, everyone. My name is George Lazarou. I'm the company's secretary. I'd like you -- to introduce you to John Baillie, who's our Chairman, who will be Chairing today's meeting. Just a little bit of housekeeping just to let you know that we'll go through formal bits of today's meeting. We'll also have a poll on screen. You'll have -- all the resolutions will go up as we go through resolution and just follow through all the resolutions as they come up through voting. Okay. I might just hand over to John.

John Baillie

executive
#2

Good morning, fellow shareholders. Given the time is coming up to 11:30, we'll might just wait a minute till the -- we're at 11:30 now. So look, welcome you to the general meeting of the members of DXN Limited. For those who do not know me, my name is John Baillie, and I am Chairman of DXN Limited and will be chairing today's meeting. Before we commence with the formal business of the meeting, I would like to take this opportunity to introduce my fellow directors who are on the call, Mr. Richard Carden and Mr. Matthew Madden. There is an apology from Mr. Dematinas (sic) [ Dimitropoulos ]. He cannot make this call because of travel. In relation to the voting today, all voting will be done via poll. Each shareholder who registered today will be able to vote online during the meeting. On a poll, each shareholder, whether voting by proxy or by representative, is entitled to one vote for every share held by that member. You should record your vote by selecting either for or against option next to the relevant resolution. If you wish to abstain from voting, please select the abstain option next to relevant resolution. If a proxy is the Chair of the meeting of which the resolution is voted on -- for -- voted on, the proxy must vote on the poll and must vote as directed. If the proxy is not the Chair of the meeting, a proxy need to vote -- will need not vote on the poll; but if a proxy does so, proxy must vote as directed. If you are a proxy holder with open votes, you may vote as you wish. I appoint the Company Secretary to act as a returning officer and to conduct the poll and to report the results to me of the poll. We will announce the poll results and advise as soon as the results are determined. For those that are on this call, please do not complete the online voting if you have already submitted a proxy as your proxy vote will be included in the poll results. I'm satisfied there is a quorum in accordance with the constitution and present, and therefore, I declare this meeting open. Proxies -- I declare the proxies received are valid and in accordance with the constitution. The company has received proxies to vote in place of members represented by a total of 122,608,366 shares -- voting shares in the company. Please note that the proxies appointing the Chairman to vote at their discretion have been voted in the affirmative by the Chairman for all resolutions. Notice of Meeting. You will have all received the Notice of Meeting detailing the business to be dealt with today. I would now, with your [ consent ], move that the Notice of Meeting be taken as read, and I'll move on to resolution 1. I refer to resolution 1 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 44 million shares and 22 million options to Armytage -- of Armytage options on the terms and conditions as outlined in the explanatory statement. Resolution 1 -- on proxies received for -- in relation to resolution 1, 119,900,495 shares instruct proxies to vote in the affirmative for resolution 1. 724,531 voted in the negative for resolution 1. 727,915 instruct proxies to vote at the Chairman's discretion for resolution 1. There are 1,255,422 -- there are 1,255,435 abstentions for resolution 1. Are there any questions in relation to resolution 1? There being none, I'd now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#3

Have all persons who intended to vote now voted? We will move to the next resolution. Resolution 2. I refer to resolution 2 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.4 and for other purposes, shareholders ratify the issue of 16,666,667 shares -- SDC consideration shares on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 2, 119,900,495 shares instruct the proxies to vote in the affirmative for resolution 2. 724,531 voted in the negative for resolution 2. 727,915 instruct proxies to vote at the Chairman's discretion for resolution 2. There are 1,255,425 abstentions for resolution 2. Are there any questions on this resolution? I now formally put the resolution to the shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#4

Have all persons who intend to vote now voted? We will move to the next resolution, resolution 3. I refer to resolution 3 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of the issue of 76,531,113 shares on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 3, 119,858,495 instruct proxies to vote in the affirmative for resolution 3. 577,494 voted in the negative for resolution 3. 727,915 instruct proxies to vote at the Chairman's discretion for resolution 3. And there were 1,444,463 abstentions for resolution 3. Are there any questions on resolution 3? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#5

Have all persons who intended to vote now voted? We will move to the next resolution. I refer to resolution 4 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 106,131,853 shares on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 4, 119,858,495 shares instruct the proxies to vote in the affirmative for resolution 4. 577,494 voted in the negative, resolution 4. 727,915 instruct proxies to vote at the Chairman's discretion for resolution 4. There are, 1,444,462 abstentions for resolution 4. Are there any questions on this resolution? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#6

Have all persons who intend to vote now voted? We will move to the next resolution. I refer you to resolution 5 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.1 and for other purposes, approval is given by the company to issue up to that number of shares, when multiplied by the issue price, will raise $1.25 million on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 5, 119,867,995 instructed proxies to vote in the affirmative for resolution 5; 683,634 voted in the negative for resolution 5; 727,915 instructed proxies to vote at the Chairman's discretion for resolution 5. There are 1,328,822 abstentions for resolution 5. Are there any questions on this resolution? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#7

Have all persons who intended to vote now voted? We will move to the next resolution. I refer to resolution 6 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 166,667,667 (sic) [ 166,666,667 ] shares, subject to rounding, on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 6, 120,015,132 shares instruct proxies to vote in the affirmative for resolution 6. 683,634 voted in the negative for resolution 6. 727,915 instruct the proxies to vote at the Chairman's discretion for resolution 6. And there are 1,181,785 abstentions for resolution 6. Are there any questions on resolution 6? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#8

Have all persons who intended to vote now voted? We will move to the next resolution. I refer you to resolution 7 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the company to issue up to 200 million warrants on the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 7, 119,702,635 instruct the proxies to vote in the affirmative for resolution 7. 782,031 voted in the negative for resolution 7. 727,915 instruct proxies to vote at the Chairman's discretion for resolution 7. There were -- there are 1,395,785 abstentions for resolution 7. Are there any questions in relation to resolution 7? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#9

Have all persons who intended to vote now voted? Resolution 8. I refer to resolution 8 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the company to issue up to 10,888,857 options at the terms and conditions set out in the explanatory statement. Of the proxies received in relation to resolution 8, 119,653,995 instruct the proxies to vote in favor of -- in the affirmative for resolution 8. 830,671 voted in the negative for resolution 8. 727,915 instruct the proxies to vote at the Chairman's discretion for resolution 8. There are 1,395,785 abstentions for resolution 8. Are there any questions on resolution 8? I now formally put the resolution to shareholders and ask shareholders to complete the poll online. [Voting]

John Baillie

executive
#10

Have all persons who intended to vote now voted? That is the end of the formal part of the meeting. So ladies and gentlemen, as there are no other business that can be [ properly ] brought forward before this meeting, I formally declare the meeting is closed. If there are -- we do have our AGM coming up in November, but I'm more than happy to open any general questions if shareholders would like to ask any at the moment. As there are no questions, I -- well, I've declared the meeting formally closed, but thank you for your attendance and your interest in your company. And I look forward to meeting you, hopefully, in person, but it'll be online at the AGM in November. Thank you very much.

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