PSC Insurance Group Limited (PSI) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the PSC Insurance Group Limited Extraordinary General Meeting 2022. [Operator Instructions]. I would now like to hand the conference over to Mr. Stephen Abbott, Company Secretary of PSC Insurance Group. Please go ahead.

Good morning, everyone. Welcome to the Extraordinary General Meeting of PSC Insurance Group Limited today. Apologies for the delay because we had a slight technical problem at our end. Anyway, let's start with the meeting. By now, many of you shareholders must be familiar with online virtual meeting processes, but we'll just go through a few administrative details for those who need a bit of a refresher. The meeting is being conducted in audio only with a web presentation. Shareholders who have not already voted by proxy, should now have obtained a voting card. All resolutions will be decided by poll. You can vote on any resolution at any time. You do not wait to brief resolution to be read. Voting will remain open for 5 minutes after the conclusion of the meeting. If you are a shareholder and has already proxy voted, you can revoke that vote and vote again. Also please ensure you submit your vote before exiting the meeting. As per the Notice of Meeting, the Chair will be voting all open proxy votes held by him in private resolution [indiscernible]. Detailed results for the voting brief resolution will be announced on the ASX as soon as available after the conclusion of the meeting. With that said, you may, however, have an indication of the outcome of each resolution from the Chairman's proxy position, [indiscernible] as shown on the bottom of each of the resolutions. To ask a question, you need ask a question button on the webcast page that is registered for phone participation by the phone functionality. Post your questions relevant to meeting and we'll endeavor to answer all questions. Thank you. And I'll now hand you over to the Chairman, Brian Austin.

Thank you, Stephen, and good morning, everybody, and good morning to all our shareholders in Australia, New Zealand and Asia, and good evening to our U.K. and European shareholders. Welcome to the Extraordinary General Meeting of PSC Insurance Group Limited. My name is Brian Austin, and I am the Chairman of PSC Insurance Group. On the line today are fellow members of the Board and some of our senior management team. Today's meeting is for shareholders to approve 2 separate but related resolutions. The issue of 1.5 million Loan Funded Shares to each of our Board members, Tara Falk and James Kalbassi. The Notice of Meeting has been -- or has provided a comprehensive explanation of these 2 resolutions, and therefore, we will be moving directly into voting on the resolutions. I advise participants at today's meeting and notified in the Notice of Meeting that I will be voting any open proxy votes held by me as Chairman in favor of the resolutions being voted today. As the 2 resolutions are of the same nature, I am now asking for any questions on the resolutions being put to voting today. Do any shareholders on the line have any questions?

Mr. Chairman, no questions.

Okay. I will now move to the resolutions to be voted on today. As for the Notice of Meeting, the following are the agenda items for today's meeting. Ordinary resolutions to be voted upon, resolution 1, issue of 1.5 million fully paid ordinary shares as Loan Funded Shares to Tara Falk and resolution 2, issue of 1.5 million fully paid ordinary shares as Loan Funded Shares to James Kalbassi. Resolution 1. The first resolution is that pursuant to and in accordance with the listing rule 10.14 for all other purposes, approval is given for the issue of 1,500,000 fully paid ordinary shares in the company at $4.20 per share on a loan-funded basis under the company's long-term incentive plan to Tara Falk on the terms and conditions as set out in the explanatory notes. Voting exclusion. The company will disregard any vote cast by the company and closely related parties, except where they hold proxies for shareholders eligible to vote. I hold the following proxies on this resolution. For the resolution, I'm holding 94,518,833, opened 846,545 and against 11,088,126. The shareholders appending that have not already cast their vote on this resolution, I now call upon them to vote on this resolution. Resolution 2. The second resolution is that pursuant to and in accordance with the listing rule 10.14 and for all other purposes, approval is given to the issue of 1.5 million fully paid ordinary shares in the company at $4.20 per share on a loan-funded basis under the company's long-term incentive plan to James Kalbassi on the terms and conditions as set out in the explanatory notes. The company will disregard any host by the company and closely related parties, except where they hold proxies for shareholders eligible to vote. And I now hold the following proxy votes on this resolution. 94,518,833, opened 846,545, against 11,088,126. The shareholders attending that have not already cast their vote on this resolution, I now call upon them to vote on this resolution. This actually concludes the voting on the resolutions put in today's meeting. For the information of shareholders and investors throughout full year '22 half year results announcement, just confirming this will be made next Wednesday, the 23rd of February. There will also be a shareholder and investor conference call at 9:00 a.m. Australian Eastern Standard time that day. This actually concludes the formal part of the meeting, and I would declare the meeting is closed. Thank you.

Ladies and gentlemen, that does conclude our conference for today. Thank you for participating. You may now disconnect.