Pod Point Group Holdings Plc (PODP) Earnings Call Transcript & Summary

Good afternoon to you all, and welcome to the 2025 Pod Point Group Holdings plc Annual General Meeting. My name is Andy Palmer, and I'm the Chair of the Board. It's 2:00 p.m., and we have a quorum present, so I'll open the meeting. This meeting is being held as a virtual meeting, and I'm pleased to be able to welcome everybody who's joining today online. This meeting is being recorded, and a copy of the recording will be available on our website in the next day or 2. I'm pleased to be joined today by my fellow directors of the Board. To my left, Melanie Lane, our Chief Executive Officer; Margaret Amos, who chairs both the Audit and Risk Committee and the ESG Committee; Karen Myers, our Senior Independent Director and Chair of the Remuneration Committee; Gareth Davis, Erika Schraner and Norma Dove-Edwin, all of whom serve as independent nonexecutive directors. And of course, Michael Jay, who is our Chief Financial Officer, also joins us today. As you're aware, on the 12th of June, we announced that the Board and EDF had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Pod, excluding the shares already held by EDF. The Board's decision to recommend this transaction followed a thorough and careful evaluation of the proposal. We believe the acquisition represents a strong strategic fit within the EDF Group and provides Pod Point with a clear path towards long-term sustainable future for the benefit of all of our stakeholders. However, this meeting is not related to the offer, which will be subject to a separate meetings to be held on the 18th of July, for which you will have already have received the relevant documents. We will be very happy to answer questions in respect of the transaction at those meetings. This meeting is the AGM, and the business of the meeting is only to consider the resolutions set out in the notice of meeting. As you're aware, there was a delay to the publishing of our annual report and financial statements, and it was not possible to publish them in time to be considered at the AGM. Accordingly, a separate meeting to lay out the accounts before the shareholders and to put the relevant accounts related resolutions to the shareholders will also be held on the 18th of July. The voting on the business of the meeting today will be conducted by means of a poll. Exercising my authority as set out in the company's Articles of Association, a poll will be taken on all resolutions and our registrar, Equiniti, has been appointed as scrutineer to count the votes at the end of the meeting. The formal resolutions are set out in the notice of meeting dated the 5th of June 2025, which with your agreement, I will take as read. Resolutions 1 to 8 are proposed as ordinary resolutions, needing a majority to be passed. These are resolutions for the reelection of directors, political donations and authority to allot shares. And Resolution 9 as a special resolution, needing 75% of the vote to pass. This relates to notice of general meetings. Any shareholders who have already submitted their votes by proxy before the meeting do not need to vote again today unless they wish to change their previous instruction. For any shareholders who have not yet voted or wish to change their votes, the voting options will appear on your screen. Press the options corresponding with the way you wish to vote for each resolution. Once you have selected your choice, you will see a message on your screen, both the resolution text confirming that your vote has been received and how you voted. If you think that you have selected the wrong choice or if you wish to change your mind, simply press the correct choice prior to the poll closing. If you wish to cancel your live vote, please press cancel. I now declare the poll open. The poll will remain open for the duration of the meeting and for five minutes following the conclusion of the meeting. I would now like to invite questions in respect of the business of this meeting. Please note that only shareholders, their proxies or duly authorized corporate representatives are entitled to speak. There are two ways in which shareholders and their proxies or corporate representatives participating online may ask questions. First, you can submit your questions electronically. You can do this by clicking on the questions icon on the navigation bar within the Lumi platform. You should type your questions and submit arrow. Your name and the question will be read out to the meeting. Second, you can submit audio questions. If anybody would like to ask a question verbally, this can be done by clicking the button, which can be found on the right-hand side of the Lumi platform. You will then be placed in the queue called upon and connected can ask your question. Please give your name before asking the question. We will endeavor to answer as many questions as we are reasonably able to do. Where we are unable to, we will post answers on our website after the meeting. Questions submitted electronically will be read aloud, but our Company Secretary will go ahead with the first question. Anita? Wait just a second. As there are no further questions online, can I ask if there are any audio questions from shareholders. There are no further questions. As there are no further questions, that concludes the formal business of this Annual General Meeting, and I therefore declare the meeting closed. The poll will remain open for a further five minutes to allow you additional time to cast your votes. [Voting]

I am pleased to confirm that the proxy voting submitted prior to this meeting showed at least 97.13% of shareholders who voted, voted in favor of each of the resolutions. The results of today's voting will be announced via regulatory news service announcement and on our corporate website as soon as possible. On behalf of the Board, I would like to extend our sincere thanks to Erika and Norma, who, as previously announced, will step down as independent nonexecutive directors at the conclusion of today's meeting. Thank you, Erika. Thank you, Norma. We are grateful for their valuable contribution to the Board and understand their decision to pursue new opportunities aligned with their current professional goals and commitments. In closing, as Chair of the Board, I'd like to express my sincere appreciation to my fellow Board members and the wider Pod Point team for their continued commitment, professionalism and hard work. Thank you for attending today's meeting, and goodbye.