Croma Security Solutions Group (LSE:CSSG) — Annual General Meeting 2024

0:01 Good morning, ladies and gentlemen, and welcome to the CROMA SECURITY SOLUTIONS GROUP PLC Annual General Meeting twenty twenty four. Throughout this recorded meeting, attendees online will be in listen only mode. Questions are encouraged. They can be submitted at any time. Just using the Q and A tab situated on the right hand corner of your screen, simply type in your question at any time and press end. I'd now like to hand over to members of the board. Good morning.

0:22 Good morning. Thank you, Mark, for the introduction. Welcome, everyone, to the CROMA SECURITY SOLUTIONS GROUP PLC twenty twenty four annual general meeting. So I would like to welcome ladies and gentlemen, and the time is now 09:00. On that basis, that a quorum of shareholders is present, being three shareholders present in person or by proxy, we can proceed to business. The board of directors today are Teodora Angelo Varandreva, the chief financial officer who's in the room with me now. We have Steven Naylor, nonexecutive director, joining online with the investor meet and me, Roberto Fiorentino, Chief Executive.

1:10 Earlier today, the company announced a trading update, a copy of which is available on our website. We will now proceed with the formal business of the AGM. The formal notice of the resolutions to be proposed at the AGM was posted to shareholders together with the annual report and accounts on the 11/04/2024 and made available on the company's website. Unless anyone objects, I propose to take the notice as read. When it comes to voting, can I ask that only those persons present as either a shareholder in their own name or as a proxy for shareholder vote on the resolutions to be proposed today? If of interest, details of the proxy votes cast on the resolutions put to the AGM will be available on the company's website.

2:04 Thank you. Resolution one, to receive the accounts. This is an ordinary resolution to receive the company's accounts for the financial year ended the 06/30/2024 and the director's report and the auditor's report on those accounts. Before proposing this resolution, are there any questions on the accounts? If there are no questions, I now put the resolution to the meeting and invite those in favor to raise their hands. Those against, thank you. I declare the resolution carried. Resolution two is to appoint auditors. Resolution two is an ordinary resolution, and it relates to the reappointment of our auditors, UHY Hacker Young LLC.

2:59 Before proposing this resolution, are there any questions? If there are no questions, I now put the resolution to the meeting and invite those in favor to raise their hands. Those against? Thank you. I declare the resolution carried. Resolution three, to authorize the directors to determine the auditors' remuneration. Resolution three is an ordinary resolution, and it relates to the remuneration of the auditors. I propose as resolution three that the directors be authorized to fix the auditors' remuneration. If there are no questions, I now put the resolution to the meeting and invite those in favor to raise their hands.

3:49 Those against?

3:53 Thank you. I declare the resolution carried. Resolution four, dividend and We the

4:13 and Those in favor, please raise their hands. Those against? Thank you. I declare the resolution carried. Resolution five, to authorize the directors to allot shares in the company. The next resolution is an ordinary resolution to authorize the directors to allot shares. The resolution is split into two parts consistent with the current ABI guidelines. The first part of the resolution seeks authority to allot what amounts to up to 33.33% of the issued share capital and the second part seeks authority for a further 33.33% of the issued share capital. But so far as this second part is concerned, the authority is only exercisable where the shares are to be issued pursuant to a rights issue.

5:07 If granted, the authority to allot shares to allot shares last until the next AGM. Before proposing this resolution, are there any questions? If there are no questions, I therefore propose the resolution and invite those in favor to raise their hands. Those against? Thank you. I declare the resolution carried. Resolution six, to disapply preemption rights on allotment of shares. The next resolution is a special resolution to disapply the statutory preemption rights and to authorize the board to allot shares on a non preemptive basis. Again, if granted, this authority lasts only until next year's AGM.

5:57 Before proposing this resolution, are there any questions? If there are no questions, I propose the resolution and invite those in favor to raise their hands. Those against?

6:15 Thank you. I declare the resolution carried. Resolution seven, to authorize the company to market purchases. The next resolution is a special resolution to authorize the company to purchase its own shares. Again, if granted, this authority lasts only until next year's AGM. Before proposing this resolution, are there any questions? If there are no questions, I propose the resolution and invite those in favor to raise their hands. Those against?

6:51 Thank you. I declare the resolution carried. Thank you, ladies and gentlemen. That was the last resolution to be considered at this meeting, and, accordingly, that concludes the formal business of the annual general meeting.

7:10 I would now like to take the opportunity, if I may, to respond to any questions. We currently have few questions, no doubt because of our communications which we will continue throughout next year. We have been fairly responsive in getting answers out to everyone. However, there is one question that has been raised again and I will read it out for the benefit of those of you that, cannot see this or or know about it. The question submitted asks when buying a business which owns a property, typically, what percentage of the purchase price relates to the property? I imagine this is quite high. And, accordingly, is there a risk that CROMA's capital is invested primarily in property rather than in the area of expertise of security management?

8:01 Will a property manager have to be hired, in brackets, extra cost? Investors are likely not to want to invest in a business that has its capital tied up in property, which isn't its area of expertise? I think in order to answer that question, we we must reiterate once more that when we acquire a new business, we consider a number of factors and we are open to taking leases and or purchasing the properties in which those business reside. There is no fundamental desire to only buy freeholds and sometimes that isn't even available. However, there is an importance in retaining those properties especially when those businesses have been local trades for for several decades and the loss of the site could be impactful on the business and therefore securing the site is quite important.

8:59 I think the other point to mention is that we do have to manage properties And I think it would be a fair statement to make that we actually spend a lot more time and energy in management time looking after leased properties than we do our own properties. And that is because we're dealing with landlords, landlords agents, dilapidations, terminations, renewals, and therefore, they're far more onerous. Sitting on the asset of the property, especially when we have the ability as we have set up already to borrow collectively against the entire value via our bankers, allows us to have funds available whenever we need them. Currently, we have no requirement for cash. You're all aware that we have a strong cash position with further cash to collect.

9:52 We will readdress this and evaluate this on an ongoing basis. I hope that answers the question that's been put to us, and, I don't have any other questions. I think on that basis, we can close this meeting, and I would like to thank everyone for attending today. And I look forward to updating you further, in the coming year as we will continue with our investor meets. Thank you once more, and I shall hand back over to Mark. That's great, Roberto. Thank you once again for your time this morning. Can I please ask investors not to close this session as we now automatically redirect you for the opportunity to provide your feedback in order the management team can really better understand your views and expectations? This will only take a few moments to complete, but I'm sure we greatly value by the company. On behalf of the board of CROMA SECURITY SOLUTIONS GROUP PLC, we'd like to thank you for attending today's annual general meeting.

10:45 Good morning