Solid State plc (OUY.F) Earnings Call Transcript & Summary

Good morning, and welcome to the Solid State plc Annual General Meeting. [Operator Instructions] I'd now like to hand to Nigel Rogers, Chairman. Good morning, sir.

Good morning, and good morning to everybody in the room. Thank you for coming. Unfortunately, shareholders are overwhelmed by directors and advisers, but that's fairly normal these days. And hello to everybody who's joining online to listen to the proceedings of today's Annual General Meeting of Solid State. For those who missed the introduction, I'm Nigel Rogers, I'm the Nonexecutive Chairman. You can see on my left here, Pete James, who's the CFO; Sam Smith, Independent Non-Executive Director; and John MacMichael, who's Divisional Managing Director of f Solid State. And on my right, Gary Marsh, who's the CEO; Pete Magowan, Independent Non-Executive Director; and Matthew Richards, who's Divisional Managing Director of Steatite. So we're very happy to be calling this meeting. I'll call the meeting to order. With your permission, I won't read the notice in full. I'm sure that will be a relief to everybody. What I'd like to do is open the meeting to questions in the room. Thank you. In that case, I shall proceed with the calling of the resolutions. So ordinary resolution #1 is to receive the accounts for the year ended 31st of March 2025, together with the report of the directors and auditors thereon. All those in favor, please? Thank you. Any against? I declare the motion carried. Ordinary resolution #2 to approve the directors' annual report on remuneration. This is an advisory vote only. All those in favor, please? Any against? Thank you. Resolution #3, to declare a final dividend of 1.67p per share. All those in favor, please? Any against? Thank you. Resolution #4 is to reappoint Nigel Rogers as a Director of the company. All those in favor, please? Any against? Thank you. Resolution #5 is to reappoint Gary Marsh as a Director of the company. All those in favor, please? Any against? Thank you. Ordinary resolution #6, to reappoint John Macmichael as a Director of the company. All those in favor, please? Any against? Mrs. Michael mustn't be here. I declare the motion carried. Ordinary resolution #7, to reappoint Pete James as Director of the company. All those in favor, please? Any against? Thank you. #8 to reappoint Matthew Richards as a Director of the company. All those in favor, please? Any against? Thank you. Ordinary resolution #9 is to reappoint Peter Magowan as a Director of the company. All those in favor, please? Any against? Thank you. Resolution #10 is to reappoint Samantha Smith as a Director of the company. I am sure won't forgive us for using her name in full. I'm sorry, Sam. All those in favor, please? Any against? Thank you. Resolution #11 is to reappoint RSM UK Audit LLP as auditors of the company. All those in favor, please? Any against? Thank you. Resolution #12 is to authorize the directors to fix the auditor's remuneration. All those in favor, please? Any against? Thank you. Resolution #13 takes somewhat longer to read if I do so in full, and I'm sure you'll forgive me again for giving in a bridged version of this. I won't read the resolution in its entirety. But Resolution #13 is to authorize the directors generally and unconditionally to allot shares in the company, comprising equity securities up to an aggregate nominal amount of GBP 941,000 approximately or 33% of the issued share capital by way of a rights issue. All those in favor, please? Any against? Thank you. I declare the motion carried. Resolution -- I beg your pardon as a second part to resolution #13, which is in any other case than a rights issue, 20% of the issued share capital. I should have read that out. I apologize. I'm sure it doesn't change the outcome. Special resolution #14 that the company is authorized to allot equity securities of approximately 10% of the issued share capital as if Section 561 of the Companies Act dealing with rights of preemption did not apply. All those in favor? Any against? Thank you. I declare that carried. And special resolution #15 that the company pursuant to Section 71 of the Companies Act is generally and unconditionally authorized to make market purchases of ordinary shares of 5 each in the capital of the company under circumstances set out in the resolution in full, not exceeding 15% of the issued ordinary share capital of the company. All those in favor? Any against? Thank you. I declare the motion carried. We have a summary of proxy votes available, which were in aggregate approximately 50% of the share capital in full, which was a really good turnout for proxies. That's extremely good. And we're all strongly in favor. There were some votes against, particularly resolution #13 and #14, but the details of the proxies will be published on our website in full together with confirmation that all of the resolutions have been carried. And with that, I declare the meeting closed. Thank you very much, everybody.

That's great. Thank you very much for updating attendees today. On behalf of the Board of Solid State plc, we'd like to thank you for attending today's Annual General Meeting, and good morning to you all.