Locate Technologies Limited (LOC.NZ) Earnings Call Transcript & Summary

[Audio Gap] Executive Chair of Zoom2u Technologies Limited. It is my pleasure to welcome you this morning to today's Extraordinary General Meeting. It is now just after 10:00 a.m., and we have a quorum present, I declare the meeting open. The meeting has been convened in accordance with the Corporations Act. If there are no objections, I will move that the notice of the meeting being taken as read. Joining me today on the online call are Steve Orenstein, the Managing Director and CEO; and Michael Gayst, the Executive Director, CFO and Company Secretary; and Mike Rosenbaum, an Independent Non-Executive Director. Today's meeting is being held through an online meeting platform that allows shareholders and proxies to attend the meeting virtually. All attendees can participate in a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit their votes online. In order to vote at this meeting, you will need to have been registered your shareholding with the shareholder -- share registry Automic. If you haven't already done so, you can go to the Automic website indicated on screen to register and login to enable you to vote at this meeting. [Operator Instructions] Please note that while you can submit questions from now on, I will not address the question until the relevant point in the meeting. Voting today will be conducted by the way of a poll on all items of business. For the purposes of the poll, I will appoint Matthew Hunter of Automic to act as the returning officer and to conduct the poll. Shareholders in attendance that have already submitted a vote by proxy should not enter your votes that have already been counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. Shareholders in attendance that have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions provided in the notice of meeting. On your screen, there are instructions on how to vote once you are logged into the online portal. Please note that the online voting portal is now open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. If you are a shareholder and wish to cast all your votes for a resolution, please mark in either the for, against or abstain box next to that resolution. If you wish to split your votes, please write the number or portion of votes you wish to cast in the corresponding for, against or abstain boxes. Please note that the sum of the split votes must not exceed your total holding. If you are a proxy holder, a summary of the votes to which you are entitled will be shown. If the summary of the votes includes discretionary votes, that are yours to cast at your discretion. If the corresponding for, against -- if you wish to cast the discretionary votes, please mark them in the corresponding for, against and abstain boxes. If your summary votes do not have any discretionary votes, you do not need to mark this in the system. You can -- are there any questions in relating to the voting process? You can submit your votes at any time, and I will give you a warning before I move to closing the vote. The resolutions. Proxies have been received from 17 shareholders, representing approximately 57 million shares being approximately 28% of the company's issued capital. I will declare the proxies received on a resolution before putting the resolution to the vote. I would like to highlight where undirected proxies have been given in favor of the Chair, I will be voting these proxies in favor of all resolutions being put to the meeting today. Now moving to the formal component of the meeting, in which only the items of business to be present before the meeting today will be those specified in the notice of meeting. All the questions relating to that particular item of business will be taken at this time. Resolution #1 is the issue of shares and options to Steve Orenstein. The first item of business of this meeting is to seek shareholder approval on the issues of shares and options to Steve Orenstein. The resolution appears on the screen, and I will take it as being read. On the screen are the details of the valid proxy votes on the resolution. I will now open this item for discussion. Are there any questions?

No questions on this resolution.

Thank you, Company Secretary. I'll now put resolution 1 to the meeting. Please cast your vote now. [Voting]

Thank you. I'll move on to resolution 2, which is the issue of shares and options to Michael Gayst. The next item of business of this meeting is to seek shareholder approval for the issue of shares and options to Michael Gayst. This resolution appears on the screen, and I will take it as being read. On the screen now are the details of the valid proxy votes on the resolution. I will open this item for discussion. Are there any questions?

No questions on this resolution.

Thank you. I will now put resolution 2 to the meeting. Please cast your vote now. [Voting]

The next resolution, resolution 3, is the issue of shares and options to myself, the Nonexecutive Chair. Given this resolution relates to my participation in the placement, I will hand the chair over to Mike Rosenbaum for this item. Thank you, Mike.

Thank you, Drew. I will now chair the meeting for resolution #3, which is to seek its shareholder approval for the issue of shares and options for Drew Kelton. The resolution appears on the screen, and I'll take it as being read. On the screen are the details of the valid proxy votes on the resolution. I will now open this item for discussion. Are there any questions?

There is a question, Mike. It says it's in regard to resolution 2 in regard to the Chair's investments, so I presume it's in relation to this investment. It's from Stephen Mayne. And the question is, investment of only $20,000 for the chair is very small. Why do you even bother with something this immaterial? How is the size of the different director investments determined? I might appropriately ask Drew to comment on Steve?

I think I can cover my -- I mean the director's contributions was a purely personal circumstance decision of the ability to invest at that time. There was no decision made of any allocation to directors. It was purely a personal decision.

All right. Are there any other questions, Michael?

None on that resolution.

Okay. Thank you for the question, Stephen. I now put the resolution 3 to the meeting. Please cast your vote now. [Voting]

Okay. Thank you. I now return the Chair to Drew.

Thank you, Mike. Resolution 4 is the issue of shares and options to Mike Rosenbaum. The next item of business is to seek the shareholder approval to the issue of shares and options to Mike Rosenbaum. The resolution appears on the screen, and I will take it as being read. On the screen are the valid proxy votes on the resolution. I will open this item for discussion. Are there any questions?

No questions on this resolution.

Thank you. I will now put resolution 4 to the meeting. Please cast your votes now. [Voting]

Thank you. Resolution 5 is the ratification of prior issue shares and options. The next item of business of the leading is to seek ratification of the prior issue of shares and options. The next item of business of the meeting is to seek ratification of the prior issue of shares and options to sophisticated and professional investors as announced on 11th of March 2025. The resolution appears on the screen, and I will take it as being read. On the screen are the details of the valid proxy votes on the resolution. I will now open this item for discussion. Are there any questions, please?

Yes, we have another question from Stephen Mayne on this resolution. The question goes as follows. Why wasn't this raising done as a pro rata offer that didn't require shareholder approval as opposed to a selected placement? Does putting up this placement refresh resolution suggests you're looking at doing yet another selected placement before the next AGM?

Mike, do you want to take part of that? Or do -- will we take that? Well, that's probably an off-line conversation?

Yes. I think so. Happy to discuss with Stephen after the meeting.

Yes. Steve Orenstein, do you want to make any comment?

I think it would be inappropriate to comment on future raises and anything that's forecasted. We don't do that. We're running an EGM today, mostly around the approval of directors participating in purchasing shares at above-market price. And it takes time and effort to run an EGM, and we're aware of that, but directors were very supportive of the company. And at that time, it obviously made sense to do this particular resolution as well at the same time.

Yes, I think that's a fair point. There's multiple capital options available to the company we should consider going forward. This is ratification of the placement process for March. Thank you for that question. I will now put the resolution 5 to the meeting. Please cast your vote now. [Voting]

Thank you. Resolution 6 is the change of the company name and amendment of the constitution. The final resolution of this meeting is a special resolution to change the company's name from Zoom2u Technologies Limited to Locate Technologies Limited. The name change reflects our evolving strategic direction with greater focus on the Locate2u SaaS platform and the integration of AI across operations. Shareholder approval will also result in a corresponding amendment to the company's constitution, a marked [ black ] copy, which was attached to the notice of this EGM. This resolution requires at least 75% of votes cast in favor to pass. The resolution appears on the screen, and I will take it as being read. On the screen now are the details of the valid proxy votes on the resolution. I will now open this item for discussion. Are there any questions, please?

Yes, we have a question from Stephen Mayne on this resolution. What is the history of the Zoom2u name? And what process did you -- did we go through in selecting the proposed new name?

I'll take that, if you like.

Go ahead, Steve.

Look, I think obviously our business has evolved. In the beginning, we started with our Zoom2u business. It's now evolved into our Locate2u SaaS platform, and we'll continue to operate the Zoom2u business. But our fastest-growing part of our business is the Locate platform. And so I think it's important to align what we're doing with our core focus of the business on a going-forward basis and where we're seeing the growth inside of our business moving forward. So we did go through quite an extensive process in sort of identifying suitable names and suitable domain names that were available based on that. And we -- Locate made a lot of sense for our business.

Thanks, Steve, and thanks for the question. I will now put resolution 6 to the meeting. Please cast your votes now. Ladies and gentlemen, we will now pause briefly to allow any final votes to be submitted. [Voting]

Thank you. I now declare the poll closed. Results will be announced on the ASX and published on the company's website, forthcoming. Thank you very much. Thank you again for attending today's Extraordinary General Meeting, and thank you for your ongoing support of the company. I now declare the meeting closed. Good morning, and have a good day.