Croma Security Solutions Group (LSE:CSSG) — Annual General Meeting

0:00 Good morning, and welcome to the CROMA SECURITY SOLUTIONS GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. I'd now like to hand you over to chairman, John Wakefield. Good morning to you, sir. Thank you, Alessandro. Well, good morning to everyone here, present in person and online for CROMA SECURITY SOLUTIONS GROUP PLC's annual general meeting. It's a great pleasure to be here and to have the opportunity to chair this meeting. There being a valid quorum of persons shareholders present, which is three. And do you notice having been made of this AGM?

0:50 The AGM notice was posted on the November 6. The results themselves were announced on the November 3. I declare the meeting open. And with your permission, I I would like to take the notice of AGM as read. Thank you. We also have afforded shareholders the opportunity to ask questions. Those persons attending online, I don't think I think I'm correct in saying to you, we haven't received notice of any questions. But, clearly, if there are any questions during the course of this meeting, we will be happy to take them. So my practice will be just to summarize each of the resolutions and then put those resolutions to the vote.

1:42 So the first nine resolutions are ordinary business and require approval by a simple majority of of voting shareholders. The first resolution is to receive the report and accounts of the company for the year ended 06/30/2025 and and the directors report on those accounts. If there are any questions, I'd be happy to take them. In the absence of any questions, can I please put that resolution to the meeting on a show of hands? We have a a four shareholders voting in favor here, and that is Roberto and his two two of his sons.

2:39 You account for virtually a third of the shares. Are there any votes against? Not that I can see. Therefore, declare that me that resolution passed. Thank you. The second resolution is for the reappointment of the auditors, UHY, Hacker Young LLP, to be reappointed until the conclusion of the next annual general meeting of the company. May I have a show of hands, please? Thank you. Any no. Against. So I'm delighted to declare resolution two for the reappointment of one, Hacker Young, duly passed.

3:27 The third resolution is always popular that the directors be authorized to determine the auditor's remuneration. It's not as popular as the fourth resolution. So can I please put that to the meeting that the directors of authorizer determine the auditor's remuneration on a show of hands? All those in favor? Thank you. That is duly passed. The fourth resolution is the popular one, but the final dividend, for the year ended 06/30/2025 of 2.4 p per ordinary share be approved and paid to the registers on those shareholders on the register at at, 6PM on the 12/05/2025.

4:16 All those in favor, please, sir? Thank you. I declare resolution four, Julie passed. Resolution five, we're we're getting into the reappointment of directors. So resolution five, I should say that Roberto is offering himself a reelection. This is not necessary under the articles of appointment while Roberto continues to serve as group chief executive. But for the interest in the interest of completeness, and I suppose in accordance with the good governance procedure of the QCA, Roberto is offering himself for for reelection.

5:03 So may I please have a show of hands for Roberto to be reelected as a director of the company? Thank you. All those in favor. That's fine. Thank you. Resolution six is for the proposed reelection of, who is the company's finance director, who is retiring by rotation, in accordance with the articles of, association having been, having served three years since her first election. A show of hands again, please. Thank you. To you, I declare resolution six is reelected, and you continue in office as the finance director. Thank you.

5:51 Resolution seven is simply for noting. The company has benefited from the, services of Steve Naylor, who has been a nonexecutive director of the company since 2023 and who is retiring by rotation as a director and proposes not to offer himself for reelection. That is simply for noting, but it's on the AGM as a resolution. So can I simply ask people to show that that is duly noted? And, Steve, thank you very much indeed for all your good work, while serving as a director of this company.

6:42 Wish you all the very best for your future wherever it takes you. The eighth resolution is in respect of my only election having been with Andy, the chief executive the nonexec the other nonexecutive director. I we were both appointed with effect from the November 1, and our appointments were announced to the London Stock Exchange on the October 23. So I I will excuse myself from the chair and ask Roberto, if I may, to propose my reelection. Thank you, John. So ordinary resolution reelecting John Whitfield that joined us recently.

7:31 Can we have a show of hands, please, for those in favor? That can I would confirm that that resolution is passed, and I'll hand back to John? Thank you. Thank you, Roberto. Next resolution, as mentioned, Andy Wanecott was appointed at the same time as myself and took office as a nonexecutive director with effect from the November 1. So please may I have a show of hands in respect of Andy's appointment as director? Thank you very much indeed. That has also passed. Thank you. We're now moving on to special business that is items, not routine at at AGMs.

8:20 And there are four resolutions. Resolutions ten and eleven are ordinary resolutions, which require passing on a simple majority. Resolutions twelve and thirteen are special resolutions and require a three quarters majority. So resolution 10 is for the directors to have authority, generally and unconditionally, to allot shares in the company up to a maximum nominal amount of £229,471. Now as you all know, the nominal amount of the share capital is 5 p. So £229,471 translates into 4,589,420 shares.

9:17 And this resolution is in four parts. So that's the first part, which is to authorize directors to issue shares up to that amount. The second part is to authorize the directors to issue shares preemptively in accordance with existing shareholders pro rata shares up to a maximum nominal amount of 458,942, which is equivalent to 9,178,840 shares. The next two paragraphs clarify that the authority given in this resolution will last until the, expiry of the next AGM or the 12/31/2026, whichever is whichever is sooner.

10:16 And the final paragraph clarifies what is meant by a preemptive offer. Essentially, that's a rights offer in accordance with to to shareholders in accordance with their existing holdings. So, please, may I have a show of hands in respect of resolution 10? Thank you very much indeed. I declare that resolution passed. Resolution 11 is another ordinary resolution. You'll probably be aware that there are some shares held in treasury. So the company has an issued share capital of 15,900,000 shares or so, of which 2,100,000 are held in treasury.

11:07 These are shares which are available for reassignment, and that reassignment will not cause any dilution because they're already in in issue. And, essentially, what resolution 11 does is to authorize the directors to transfer these treasury shares to an employee benefit trust, which is in the course of being established for the benefit of qualifying shareholders, provided that the maximum nominal amount of shares so transferred is £10,000, which is the equivalent of 200,000 shares. So I'd be grateful to have a show of hands, please.

11:54 Thank you. That resolution is, due passed. And then the final two resolutions are special resolutions requiring a three quarters majority, 75 of voting shareholders. Resolution 12 is gives the directors the ability to issue shares under the general authority conferred under, resolution 10, which we've just passed, to make issues of shares for cash on a non preemptive basis provided that that authority is limited to a maximum nominal amount of 68,841, which is equivalent to 1,376,820 shares.

12:46 And that authority, if approved, will expire in a year's time with the end of the of of the next year's AGM. So may I have a show of hands? Thank you so much. I declare that resolution carried by the appropriate majority. And the final resolution, also a special resolution, is to give the company power to make market purchases of its own shares in accordance with this authority. You may recall that is how the treasury shares came to be in existence anyway because the company effectively bought in the 2,000,000 or so shares held in treasury, which are now avail available for reissue.

13:48 So resolution 13 limits this authority for the company to buy in shares to a maximum of 1,376,826, which is equivalent to 10% of the shares excluding the treasury shares, that is the shares which are currently capable of being voted, provided that the minimum price which the company may pay for each share is 5 p, which, of course, is the company's nominal value. I'm quite sure we'd be, expecting to pay a slightly higher price than that, but the maximum price is also constrained and must be no more than a 105% of the average of the middle market quotations for the ordinary shares on the five business days immediately preceding, the purchase.

14:53 And that can be a very useful authority for the the company to have it in its armory. So, again, if I could have a show of hands, please. Thank you. I should say, I haven't given out the proxy numbers, but the proxy numbers were overwhelmingly in favor of all resolutions. When the company posts the results of this AGM on its website, it will also give, I believe, the the proxy numbers. So that concludes the, business of the AGM, which has been, completed.

15:45 And I would like to thank you very much indeed for being shareholders, and for your time and patience and in the absence of any questions. But if there are questions which have occurred to people during the course of this AGM, we will be happy to take them. If there aren't, I think we need to click the q and a to It's out. It's grayed out because it's not available. Right. Okay. I don't think we have any. I think we can close our meeting then. Okay. That's great. Shareholders for your interest and for being shareholders. And we hope to see you at next year's AGM, where we look forward to hearing from you. Thank you, Alexandra, for hosting this AGM.

16:32 That's great. Well, thank you for updating attendees today. On behalf of the board of CROMA SECURITY SOLUTIONS GROUP PLC, we'd like to thank you once again for attending today's annual general meeting, and good morning to you all.