Seeing Machines Limited (M2Z.F) Earnings Call Transcript & Summary

I confirm that all of the shareholders that were waiting in the waiting room have joined, and we have staff in the Seeing Machines Limited boardroom.

Thank you, Susan. Good afternoon, ladies and gentlemen. It's a pleasure to welcome you to the 2022 Annual General Meeting of Seeing Machines Limited. I have -- you just heard me being advised by the Company Secretary that we have a quorum present in the room, and I declare the AGM open. My name is Kate Hill, and as Chair of the Board of Seeing Machines Limited, it's also my pleasure to chair today's AGM. We acknowledge the traditional owners of the land on which we are meeting in Australia spread across Ngunnawal country, the location of our head office and Gadigal country where some of our directors are located. And we recognize their continuing connection to land, waters and culture. We pay our respects to their elders past and present. I would like to welcome my fellow directors joining my video conference. We have Gerhard Vorster, John Murray, Michael Brown and YK Ng. Paul McGlone, our CEO and Executive Director, is attending in person in Canberra. Also present today, either in person or online are the following: Susan Dalliston, the Company Secretary; members of the executive leadership team; and John Robertson, [ Lindsay Ruster ], representing our auditors, PricewaterhouseCoopers, the latter are attending virtually. The agenda for today's meeting will commence with my short chair's address. Following this, the annual financial report, the director's report and auditor's report will be presented to the meeting. We will then proceed through the formal items of business before bringing the meeting to a close. Seeing Machines exists with the purpose to get everyone home safely, and this goal of making a meaningful contribution to the growing global agenda of achieving 0 transport fatalities is something that drives all of our day-to-day activities. Along with our focus on delivering value to shareholders, I can honestly say that we at Seeing Machines are truly inspired by this important mission. Financial year '22 has been transformational for Seeing Machines. We are well established as the leading supplier of driver and occupant monitoring system technology or DMS technology across the automotive industry. We're making great strides in the aftermarket business. And in aviation, we have every confidence that we are way ahead of our competitors. We believe all of these achievements are increasingly being demonstrated in the market. After 22 years in business, it's great to be at this point, and we recognize the shareholders, employees and partners who have been with us along this journey. Our business has evolved internally and in line with market dynamics to become a future-proof, reliable option for technology that is now fundamental to a worldwide safety agenda, gaining more momentum every day across almost every global jurisdiction. Our close involvement with regulators and policymakers in Europe has seen driver monitoring system or DMS technology become a requirement from as soon as next year in all cars. Following on from that, it will be required in vans, trucks and buses as distraction, drowsiness and impairments in general are identified as key risk factors in road-related accidents, trauma and death. This work with Euro NCAP and the European Commission is now being replicated in the U.S.A., where our team is working closely with NISA and the NTSB and other regulatory bodies and safety organizations to petition for camera-based driver monitoring technology as a requirement for safety and not just as an enabler for semi-automated driving. We expect this to become a requirement in the next 3 to 4 years in that jurisdiction. Our technology road map has been a priority, and this is now paying off in our design wins. Our enhanced and new features are being welcomed by Tier 1s and OEMs as they embrace the evolving interior cabin, and this work on our platform technology will enable a range of advancements into aftermarket and aviation as those markets mature. Post period, we announced an exclusive collaboration with Magna International to target DMS and OMS, which is occupant monitoring system technology integrated into the rearview mirror. This was bolstered by a further investment in the company by Magna in the form of a convertible note securing our balance sheet and position as market leader and enhancing our ability to work with the industry giants across our transport sectors now and well into the future. All of these factors come together and will, I have no doubt, equip the team to secure market share today to materially grow the business and ultimately deliver enhanced shareholder value in the future. There is also no doubt that Seeing Machines has a bright future. Indeed, we are starting to inhabit that future now. Working across fewer deeper collaborations to deliver on a growing number of programs across our transport sectors, our team is recognized as expert across every industry we work in. I'm delighted with the leadership team and our wider Seeing Machines team across the globe. I continue to work closely with Paul and know that his direction internally and externally is delivering results. Seeing Machines is expanding its investor base around the world, and I'm delighted to chair the Board of Directors as we guide the leadership team as they deliver on the company objectives. As I said earlier, we are driven to save lives. We believe our success in this mission will also help us to return value to our shareholders. Turning to some formalities for today's meeting. I would like to explain the meeting voting and question procedures which is also contained in the notice of meeting. Firstly, for shareholders using the online voting platform today, if you experience any technical difficulties, please call our share registry Computershare on the number shown on the screen. Australian registered shareholders attending the meeting virtually can vote online using the online voting platform link, which is found in the notice of meeting. Once you have registered and logged into the platform, you can commence voting when I open the polls by using the vote icon shown on your screen. Please ensure you see a tick against the item you're voting for as this indicates your vote has been received. You may change your vote at any time until polls are closed by selecting the icon on your screen to change your vote. [Operator Instructions] The process for verbal questions is a little clunky, so we would prefer you to type your questions. But if you do wish to ask your questions verbally, then we can certainly manage this. And we will address questions at the appropriate time in the meeting. Australian registered shareholders joining in person will have received an attendance card at registration. Please complete the voting instructions on the attendance card as these will be collected at the end of the AGM when requested by myself. If you need assistance, please see the staff located in the room. For those attending in person, if you wish to ask a question, please raise your attendance card when I invite you to. I may ask the company Secretary to repeat your question out loud so that those attending online have the benefit of hearing your question. Please note that only shareholders, proxy holders or shareholder representatives including corporate representatives where they're validly appointed may vote and speak at the meeting. As set out on the notice of meeting, shareholders were invited to send questions to the Company Secretary ahead of the meeting, and I note that we did not receive any questions. I'll now move to the formal business before today's meeting. The notice of meeting dated the 20th of October 2022 was sent to all registered shareholders, and I will take that as read. Both the notice of meeting and the annual report available on Seeing Machine's website. The notice of meeting sets out the agenda and the items to be considered at this meeting. Please note that as Chair of the AGM, I will be voting all undirected proxies in favor of the resolutions. I'll disclose the proxy votes on the screen before the vote on each resolution. The closing time for receipt of proxies was 5:00 p.m. Canberra Time on Saturday, the 26th of November 2022, and the totals reflect the number of votes received by that time. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. As set out in the notice of meeting, a poll will be conducted on all resolutions put to the meeting, and the results of the poll will be announced on our website as soon as they are available. The first item of business is the receipt and consideration of the 30 June 2022 financial report for the company and the reports of the directors and the auditor. No vote is required on this item of business. A copy of the 2022 annual report has been made available on the company's website and was sent to those shareholders who requested a copy. I will take the 2022 annual report as received and address any questions regarding this item. Susan, have we -- do we have any questions?

No questions have been received.

Thank you. With the reports received, I will now move to the resolutions before the meeting today. As mentioned earlier, all voting will be conducted by way of a poll, and I now declare the polls open. For those joining online, please record your votes using the icon shown on your screen. And for those joining in person, please record your vote on your attendance card as we move through the resolutions. I'll provide you a warning when the polls are about to be closed to allow an opportunity for all shareholders to submit their votes. The online voting platform will continue to accept votes for approximately 3 minutes following the close of polls. The first item of formal business is the reelection of Michael Brown as a director. I refer shareholders to the notice of meeting, which includes Michael's biography, and Michael is seeking reelection by shareholders at this meeting. The Board unanimously supports the reelection of Michael with Michael abstaining. Resolution 1, including the proxies received, is shown on the screen, and I now put the resolution to the meeting. That Michael Brown, who retires in accordance with Rule 6.4A of the constitution and being eligible, offers himself for reelection, be reelected as a Director of the company. Susan, do we have any questions on this resolution?

No, we don't have any questions.

Thank you. So please mark your vote for this resolution. The next item of business is to consider the reelection of Gerhard Vorster as a director. I refer shareholders to the notice of meeting, which includes Gerhard's biography, and he is seeking reelection by shareholders at this meeting. The Board unanimously supports the reelection of Gerhard with Gerhard abstaining. Resolution 2, including the proxies received is shown on the screen, and I now put the resolution to the meeting that Gerhard Vorster, who retires in accordance with Rule 6.4A of the constitution and being eligible, offers himself for reelection be reelected as a director of the company. Susan, do we have any questions?

No, there are no questions.

Thank you. So please, could you register your vote? The next item of business is to consider the appointment of PricewaterhouseCoopers as the company auditor. Resolution 3, including the proxies received is shown on the screen, and I now put the resolution to the meeting. That in accordance with Section 327B (1) (b) of the Corporations Act and for all other purposes, PricewaterhouseCoopers having been nominated by a member of Seeing Machines Limited and consented in writing to act in the capacity of auditor be appointed as the auditor of Seeing Machines Limited effective from the conclusion of the AGM. Susan, do we have any questions?

No, there are no questions.

Thank you. So please mark your vote for this resolution. The final resolution for today's meeting is to consider proposed changes to the company's constitution. I know that this is a special resolution, which to pass requires at least 75% of the votes cast to be in favor. Resolution 4, including the proxies received, is shown on the screen, and I now put the resolution to the meeting. That for the purposes of Section 1362 of the Corporations Act and for all other purposes, approval is given for the company to amend its constitution in the manner outlined in the explanatory statement with effect from the close of the AGM. Susan, are there any questions?

No, there are no questions.

Thank you. So please mark your vote for this resolution. We're nearing the close of the AGM, at which time I will also declare the polls closed. For those joining online, please ensure you have voted and that you see a tick on your screen next to the 4 resolutions. As mentioned earlier, the online voting platform will continue to accept votes for approximately 3 minutes following the close of the polls. For those joining in person, staff will now come to collect your attendance cards. I'll pause shortly now to allow those joining online to finalize their votes and the cards in the room to be collected. [Voting]

Before I proceed to close the meeting, I would like to provide a further opportunity and invite shareholders to ask any questions that they may have. Susan, do we have any questions?

No, there are no questions.

Thank you. So it appears as we have no questions -- further questions that we've reached the end of our agenda. So to all shareholders who have joined today, that does conclude the formal business of the meeting. We appreciate your attendance and your ongoing support of our company and our business. Before closing the meeting, I would also like to thank all staff at Seeing Machines for their enormous contribution over this really quite unusual and challenging past year. I'll now direct that the poll will be closed for voting and declare the meeting closed. Thank you again for your attendance.