Flowtech Fluidpower plc (FLO) Earnings Call Transcript & Summary

Good morning, and welcome to the Flowtech Fluidpower plc General Meeting. [Operator Instructions] I'd now like to hand you over to Chairman, Roger McDowell. Good morning to you, sir.

Good morning, and thank you. Ladies and gentlemen, welcome to the company's general meeting. It's now 10:00. A quorum of members is present here, and I can declare the meeting open. I'm Roger McDowell, Non-Executive Chair. Under Article 45.1 of the company's Articles of Association, the directors of the company have appointed myself as the Chair of this general meeting. May I now introduce you to my fellow directors, Ailsa Graham Webb, Non-Executive Director; Jamie Brooke, Non-Executive Director; and Stuart Watson, Non-Executive Director, all of whom are attending via the IMC platform. And last, but by no means least, Mike England, Chief Executive Officer; and Russell Cash, Chief Financial Officer and Company Secretary, who are attending the meeting in-person with myself today. We understand that a number of shareholders are unable to physically attend the general meeting. As such, we are pleased to announce that we will, as you're aware, be facilitating an online GM experience through the IMC platform. The IMC platform allows shareholders to listen to the proceedings of the general meeting and ask questions through the live chat. Please, can I ask that one of the shareholders confirms that they're able to see and hear the proceedings of the meeting? Don't be shy. So can I ask my colleagues at IMC if they can confirm that the webinar is functioning?

Yes, I can confirm.

Apparently, we now have confirmation. In addition, today, we have joining us Emily Woodhead from MUFG Corporate Markets, the company's registrar. So Emily is present in-person. Questions and answers. I'm very happy to take questions now that relate specifically to the resolutions that are put before you today and also very happy to take questions during the course of the meeting that we will deal with in writing via the IMC website subsequent to the meeting. We have had three questions submitted in advance, and we will post our responses to those three questions following the conclusion of the meeting. So if there are any questions relating to the resolutions specifically, please put them forward now. And in addition, if you are putting forward a question at this point, then please state your name, the name of the shareholder potentially representing. And for those shareholders, just do the -- please put questions through the live chat. Gentlemen, are we seeing any questions at the moment? Okay. We'll wait a second or 2 just to see if there are any questions that pop up at this juncture. And as I said and would stress, if you've got any more general questions, we will be happy to address them in writing subsequent to the meeting. So nothing has come through. So I will move on to the matter of voting. The items of business before the general meeting, considering and, if thought fit, passing the resolutions, details of which are set out in the notice of the general meeting. Today, all the resolutions set out in the notice of general meeting will be taken on a poll. This is in line with current corporate governance guidelines. May I remind you that on a poll, votes may be given by members present in person by representatives of corporate shareholders who are present and by persons present as proxy for a shareholder. On a poll, each member present in person by corporate representative or by proxy is entitled to one vote for every share held by them or the shareholder whom they represent as the case may be. A person entitled to more than one vote need not use all their votes or cast all their votes they use in the same way. All shareholders, proxies and corporate representatives here today should have been provided with a poll card on arrival. If you didn't have one , please raise your hand now, and then we would head from MUFG. Our registrars will assist you. Those attending through the IMC platform will not be able to vote and should have appointed a proxy to vote on their behalf, such proxy being present at the meeting. After the resolutions have been put to the meeting, you will be asked to complete your poll card. Formal business. I now propose the resolutions as set out in the notice of general meeting. At this AGM, you are asked to approve 5 resolutions. Resolution 2 -- and sorry, I've lost the script. Resolutions 1, 3 and 5 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than 50% of the votes cast must be in favor of the resolution. Resolutions 2 and Resolution 4 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least 75% of votes cast must be in favor of the resolution. So moving on Resolution 1, the first resolution is to authorize the subdivision of each ordinary share of 50p in the issued share capital of the company into 1 ordinary share of 5p each and 1 deferred share of 45p each. Resolution 2, the second resolution approves the amendment to the company's Articles of Association by the insertion of a new Article 31A immediately after 31 in relation to the deferred shares. Resolution 3, third resolution grants the directors of the company authority to exercise all powers of the company in accordance with Section [ 551 ] of the Companies Act 2006 to allot shares in the company and to grant rights to subscribe for or to convert any security into shares. Resolution 4. The fourth resolution grants the directors the authority to allot equity securities for cash in connection with the fundraising as if statutory preemption rights did not apply until the next Annual General Meeting. And finally, Resolution 5, the fifth resolution approves the renewal of the directors' general authority to allot shares and grant related rights up to a nominal amount of GBP [ 1,369,051.60 ], including for rights issues. This is until the next general meeting. So in conclusion, with the resolutions having been put forward, the polls are now open. If you have previously lodged a completed proxy form, nominating the Chair to vote on your behalf and you do not wish to change your vote, then you do not need to complete a poll card. For those of you either who do wish to change your proxy vote or who have not previously cast a proxy vote and wish to take part in the poll, please complete your poll card as follows. On the right-hand side of the poll card, please print in block capitals your full name and if applicable, the name of the shareholder you are representing. Please record your vote by entering a cross in either the for or against box next to each resolution on the left-hand side of the poll card. If you want to split your votes on to the relevant number of votes you wish to cast in each of the respective boxes. You can also withhold your vote by entering the cross in withheld box. 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 a resolution. Please ensure that you sign your poll card in the space provided on the right-hand side, any cards that are not signed will be treated as invalid. Should you require any assistance completing your poll card, please raise your hand and Emily will be pleased to help you. The poll count for the resolutions put to the meeting today will be conducted by MUFG. When you have completed your poll card, please hand your poll card to Emily. The poll will remain in place for 10 minutes only after the close of the meeting, on which the poll count will commence. The final results will be announced at the London Stock Exchange as soon as practicable following the conclusion of this meeting and will also appear on our website. So that concludes the formal business of the general meeting. Therefore, I declare the general meeting closed. Just relating to questions and answers, I believe we've had some further questions put forward during the course of the meeting. That's right, Mike, is it? I spotted one pop in, I think. We will fully answer the questions, including the three that were proposed or posed, I should say, prior to the meeting. So we will put as soon as practical post responses to those questions, and that will be on the IMC platform. So without further ado, I would like to wish all of those of you who have joined us today a very pleasant weekend, and we will be announcing the results and the responses to the questions very soon. Thank you for joining us today.

Thank you, sir, for updating attendees today. On behalf of the Board of Flowtech Fluidpower plc, we would like to thank you for attending today's general meeting, and good morning to you all.