Vesuvius plc (VSVS) Earnings Call Transcript & Summary

Ladies and gentlemen, as it is 11:00 a.m., I welcome you to the 2023 Annual General Meeting of Vesuvius plc. I confirm we have a quorum of shareholders present. I declare this meeting duly constituted and open. Before we start the business of the meeting, I would ask you to please ensure that any mobile phones have switched off. If there's still anyone on, please switch them off. If there is an emergency, it may be necessary for us to leave the meeting room. If you hear a fire alarm, it will not be a test. If one sounds, I will ask you to leave the room in an orderly manner via the nearest exit, probably one of these over there. And staff will be here to assist you. If practical, we will reconvene the meeting as soon as the emergency is over. Thank you very much. With your permission, I will take the notice convening the meeting dated the 31st of March as read. Thank you. Firstly, I would like to introduce myself and all my fellow directors. I'm Carl-Peter Forster. And I took over as your Chairman at the end of last year. I'm delighted to be joining you for the AGM today. Starting at my far right, Jane Hinkley, who is an Independent Non-Executive Director, has served on the Vesuvius Board for 10 years. Jane will be stepping down from the Board as of today. We thank her for a long and outstanding service to the company, wise counsel and great support. And we wish you, Jane, all the best for your future endeavors. Carla Bailo is another Independent Non-Executive Director. Carla joined the Board on February 1 this year. She is an experienced senior program manager, engineer, spent the majority of her career in the automotive industry and has a wealth of experience and a strong research and development background. Mark Collis, our Chief Financial Officer, succeeded Guy Young and was appointed to the Board on the 1st of April. Mark joined us from John Wood Group PLC, where he was Chief Financial Officer of their Operations business. He has more than 20 years of senior financial experience in a number of international businesses. Welcome to the Board. Then next to me is Patrick André, well known to everybody, our Chief Executive. On my far left, Dinggui Gao, who is an Independent Non-Executive Director; Friederike Helfer who is a Non-Executive Director and Partner of Cevian Capital, our largest shareholder; Kath Durrant, who is an Independent Non-Executive Director and Chair of the Remuneration Committee. And next to me is our Company Secretary, Henry Knowles. Unfortunately, due to a family illness, Douglas Hurt, our Senior Independent Director and Chairman, the Audit Committee, wouldn't be with us today. I think he's on the call as far as I know. And there will be an opportunity for you to meet with the directors and me after the meeting in case there are any questions. Before we move on to the formal business of the meeting, I would like to say a few words about group trading in light of this morning's trading update. Vesuvius has performed well in the period, 1st of January to 30th of April 2023, due to a combination of better volume and pricing performance relative to our expectations in both our Steel and Foundry Divisions. As expected, our end markets have started to recover from a low level of Q4 2022. However, the pace of this recovery remains slow and uncertain. Working capital intensity has started to improve and will remain an area of focus. Our growth capital investment program is proceeding as planned and will support the group's performance when the market recovery accelerates. Despite the current uncertain environment and thanks to our positive performance in the year-to-date, our expectations remain unchanged for the full year. I would like to take this opportunity on behalf of the Board to thank all of our people for their significant contribution to the continued success of the company. Before putting the resolution to the meeting and proceeding to vote, I would like to invite questions from shareholders on any of the resolutions proposed. Thank you. We will now proceed to vote on the resolutions. Resolution 21 is an ordinary resolution to approve amendments to the Vesuvius Share Plan rules as detailed in the notice of the AGM. I have here a copy of the -- yes, I have a copy of the amended rules, duly initialed for the purpose of identification. In line with past practice, voting will be by the way of poll rather than a show of hands. This means that all votes will be counted according to the number of shares held. I should like to appoint Helen Wilson of our registrars, Equiniti, as the poll scrutineer. The resolution is set out in full in the notice of meeting. And a summary of each resolution is displayed on the screen. Resolutions 1 to 16 and resolution 21 are ordinary resolutions and therefore require a simple majority of more than 50% of votes cast to be voted in favor for the resolution to be passed. Resolutions 17 to 20 are special resolutions and therefore requires 75% of the votes cast to be voted in favor for the resolution to be passed. Those of you entitled to the vote will have been given a voting card at registration. If you have already voted by proxy and do not wish to change your vote, then you do not need to complete a voting card. If you have not voted or if you wish to change your vote, please complete the voting card and place it in the ballot box, which is at the exit. As you leave the room at the end of the meeting, the poll will close when the meeting room is cleared. Once the poll is closed, Equiniti will proceed to complete the poll. The results of the poll will be announced later today via a regulatory announcement to the stock exchange and will be posted on the company's website. I now propose formally that each of the resolutions set out in the notice of meeting and listed on the voting cards will be put to the meeting as separate resolutions. The poll is now open. So please complete your poll cards. I can tell you that all of the proposed resolutions were supported by a substantial margin based on proxy votes submitted by shareholders in advance of the meeting. These percentages, which are provisional figures only, are shown on the screen now. Ladies and gentlemen, thank you for attending the meeting in person all via the webcast. I would also like to thank those shareholders who could not attend but submitted their votes by proxy. Ladies and gentlemen, that concludes the formal business. I declare the meeting closed.