Evoke (LSE:EVOK) — Annual General Meeting

0:00 Good morning, and welcome to the eight eighty eight Holdings PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. I'd now like to hand you over to Lord John Mendelson, Chairman. Good morning to you, sir. Good morning. I am Lord Mendelson, Executive Chair of eight eighty eight Holdings. It is now 09:00 in the morning here in London, and I'm delighted to welcome you to the twenty twenty three Annual General Meeting.

0:24 I'm also very pleased to welcome shareholders who have chosen to follow the proceedings over the online investor me company platform. Shareholders are invited to submit any questions over the online platform. We will aim to respond to questions relevant to the business of the meeting and those which have been submitted in advance. Shareholders not able to attend in person or wishing to vote at the meeting have been strongly encouraged to do so by completing a formal proxy or a form of direction as appropriate. And again, just a reminder, shareholders are not able to vote over the online platform. I would like to introduce you to my colleagues here today, to Yariv Dafna, the Chief Financial Officer Mark Summerfield, an Independent Non Executive Director Andrea Vidler, an Independent Non Executive Director and Ori Shakad, a Non Executive Director.

1:14 The business of the meeting is set out in the notice of the Annual General Meeting. And with your consent, I would like to take the notice of meeting as read. Good. Thank you. I will now explain the procedures for dealing with today's business. During the meeting, resolutions will be proposed before they are put to the meeting. Any questions from the floor must be asked when the business is on the table. We will respond to questions asked over the Investor Meets company platform and which are relevant to the business of the meeting at the time of reading the relevant resolution. Indeed, people should be aware that at any time and in advance, questions can be submitted through the platform. Only shareholders can ask questions.

1:59 The meeting can only consider matters detailed in the notice of meeting. In accordance with article a 102 of the company's articles of association, I, as executive chair, will enforce all resolutions put to the meeting will be decided by poll. Only shareholders or their proxies may vote, and the scrutineer today will be the company secretary, Elizabeth Bisbee. In accordance with the article, a 109 of the company's articles of association, every shareholder shall have one vote for each

2:29 share of which they are the registered holder. If shares are in joint names, then only the first name shareholder may vote. Regarding shareholders who have sent a formal proxy to the company's registrars appointing me to vote on their behalf, I will vote on each motion in the manner instructed on forms of proxy or where the form is left blank at my discretion. Votes cast will be verified against the register of members, and the results of each poll will be announced as soon as possible and will be published on the company's website.

3:03 The necessary core on being present, I now declare the annual general meeting open. The first item of business is to receive the annual report on accounts 2022. I now call upon Angelique Linares on behalf of E and Y to confirm the contents of the reports of the auditors to the members I set out in the annual report and accounts. I confirm. Thank you. The report and accounts in respect to the year ended 12/31/2022 have been circulated and made available to members for the statutory period. I will address any shareholder questions on the report and accounts.

3:47 There being no further questions, now propose as an ordinary resolution that the annual report and accounts for the period ended 12/31/2022 and the reports of the directors and auditors thereon be and are hereby received and approved. Members present may now vote.

4:09 Very good. We now move to the remuneration report other than that part containing the remuneration policy. Now remind shareholders that the remuneration report has been prepared on a voluntary basis, and I open the floor for shareholders' questions on this. Are there any questions? There being no further questions I propose, there's an already resolution that remuneration report other than the part containing the remuneration policy contained in the annual report on accounts 2022 b and is hereby approved. Members present may now vote.

4:44 Thank you. Now on the election and reelection of directors. As required by the articles of association of the company, all of the directors are retiring and standing for election or reelection this year. These are resolutions number three to 10. I will address any shareholder questions on the election or reelection of directors. Are there any questions?

5:06 There'll be no further questions. I propose the election or reelection of each of the directors set out in the notice of meeting, each as an ordinary resolution. And that I, John Mendelson, Anne Kirkhove, Mark Sommerfield, Limor Ganott, and Yariv Dafna recommended as directors by the board be and are hereby reelected as directors of the company, and that Andrea Giselle, Jusen, Andrea Vidla, and Ori Shachet recommended as directors by the board be and are hereby elected as directors of the company. The next matter is resolution number 11, the reappointment of the auditors. And this is the resolution that Ernst and Young LLP and Limited Gibraltar be and are hereby reappointed as auditors for the purposes of meeting the company's statutory requirements.

5:53 I open the floor for any shareholder questions relating to this.

6:00 There being no further questions, I propose the passing of Resolution No. 11 to reappoint Ernst and Young LLP and Limited Gibraltar as company's orders auditors are set out in the notice of meeting as an ordinary resolution of the company. Members present may now vote.

6:22 The next matter is resolution number 12 of the remuneration of the auditors and that the audit committee is authorized to agree the remuneration of the auditors, and I will address any shareholder questions on this. There being no further questions, propose the passing of Resolution Number 12 as set out in the notice of meeting to authorize the Audit Committee to agree the remuneration of the auditors as an ordinary resolution of the company. Members present may now vote. Resolution 13, it relates to the power to issue shares, and it's to renew the directors' authority to allot relevant securities in line with UK institutional shareholder guidelines as set out in the notice of the meeting. This authority will expire upon the earlier of, one, the conclusion of the next annual general meeting of the company after the passing of this resolution and, two, thirtieth of June twenty twenty four.

7:19 I note that the directors have no present intention of exercising this authority and that the company does not hold any shares in treasury. I will now take any shareholder questions on this. I propose the passing of resolution number 13 to authorize the board to allot relevant securities as set out in the notice of meeting as an ordinary resolution of the company. Members present may now vote. Resolution 14 is to provide authority to directors to introduce a new long term incentive plan. The principal terms of the proposed LTIP are described in appendix one to the notice of meeting, and a copy of the plan rules have been available for inspection.

8:06 I will address any shareholder questions on this now. Yes. So tangentially associated to this, it might be back to us at the the remuneration stage. But do you mind if I ask that? Please. Great. So my name is Clive, and I'm attending on behalf of ShareAction. You are a shareholder in this company. My question relates to the company's approach to remuneration and the living wage as well as executive pay. With inflation running at 10.4% in February 23 and the price of goods and services rising even faster, And many low income households were already buckling under the pressure of the cost of goods.

8:54 7,200,000 are going without basic goods and services, and 4,700,000 are behind in paying the bills.

9:02 Where still it's projected that living standards will continue to focus here. And in this context, prioritizing of the military staff to pay workers, the need for cost of living has never been more important. And paying a living wage is one of the most important steps that companies can take. However, becoming a living wage credit to the employer will go further to ensuring that all of your staff are guaranteed a a real living wage now and in future years. And you'll be ensuring that both your directly employed and regular third party contracted staff receive the real living wage as a minimum.

9:55 In the current context, this is really crucial. Third party contracted workers are often in low paid roles such as cleaning and security, and so are particularly exposed to the rising cost of living. More and more companies are making this commitment. 12,000 employees are now living wage credit, 55 of which are in 3,100. Investors too are keen to see companies taking steps. ShareAction's good work program coordinates a coalition of institutional investors with 3,700,000,000,000 in assets under management for supporting supporting the living wage and encouraging companies to take a step. This is not only because it's the right thing to do, but also because it's been demonstrated that paying the living wage could boost recruitment, staff relations, and increased commitment from share from employees.

10:44 So I therefore wish to ask whether the company would consider demonstrating your commitment to your lowest paid worker by becoming a living wage accredited employer. And, relatively, given the widening pay ratios within the company can have a negative impact on workforce motivation. Will they take paper holding, show restraint in setting the remuneration package for its incoming CEO? Thank you very much for that question. I I'm not sure. Was that heard adequately online. Well, it probably be helpful if I just took the last bit because we had a very good a very good case made that was justifying the elements of the question. So the question centered on two particular points that would we become an accredited employer, live an accredited living wage employer, and would we exercise a a look at the pay ratios restraint and other matters when we set the payment for the incoming CEO.

11:46 Thank you very much for those very important questions. And can I just first say that I I'm very grateful that you you noted that the pay arrangements that we put in for this year were particularly targeted to those people who would be most affected by some of the cost of living issues that that that are being faced by people in the company, particularly the density of the people we have in The United Kingdom, you know, whilst we do have a number of sites across the world with varying degrees of economic circumstance, There was a particular problem in The United Kingdom? We were very keen that our colleagues who work so so so well and so hugely extraordinary I mean, they're extraordinary. So how well they work with that was properly acknowledged. So that is a very important part for us. I will certainly be happy to look into the situation about becoming an accredited employer.

12:36 And I will take that forward, but I won't give an undertaking today. I haven't studied it, but I'll be happy to do that. And when it comes to the setting of the pay of the incoming chief executive, it will be commensurate with the type of person that we're that we're facing. What that doesn't mean is that we have no regard to issues about inequalities or we have no regard to issues about widening pay gaps or other sorts of things, but we will certainly, in the ambition that we have to have a chief executive that is fit for the future and for the long term ambition of this company, set that with with regard to what what that that pay is. But we will not be blind to the issues that are affected around it and that come into play as a result of it. We will not be we'll not ignore those, but we will not be setting it arbitrarily. We are we are clearly looking for someone of significance and and quality, and that will be something which we'll have to justify to shareholders later.

13:27 We'll be very conscious of it. But thank you very much for raising those questions. Are there any further questions? There have been no further questions. I propose the passing of Resolution No. 14 to authorize the directors to introduce the LTIP as set out in the notice of meeting as an ordinary resolution of the company. Members present may now vote. Thank you. I now turn to special business to be considered at the meeting. Resolution number 15 seeks to authorize the company to make market purchases of its ordinary shares subject to the conditions set out in the notice of meeting. This authority will expire upon the earlier of, one, the conclusion of the next annual general meeting of the company after passing this resolution and '2, 06/30/2024, save certain exemptions as set out in the notice.

14:21 I note that the directors have no present intention of exercising this authority. I will address any shareholder questions on this. I propose as a special resolution, resolution number 15, to authorize the company to make market purchases of its ordinary shares as set out in the notice of meeting. Members present may now vote. Resolution number 16 seeks to renew the general authority of the directors to allot certain equity securities cash as if articles 19 to 26 of the company's articles of association did not apply to any such allotments. This authority would expire upon the earlier of, one, the conclusion of the next general general meeting of the company after passing this resolution, and two, thirtieth of June twenty twenty four, save certain exemptions as set out in the notice.

15:12 A note that the directors have no present intention of exercising this authority. I will address any shareholder questions on this. I propose a special resolution, resolution number 16, to empower the board to disapply preemption rights as set out in the notice of meeting. Members present may now vote. Resolution number 17 requests further shareholder approval by way of separate special resolution for the directors to allot equity securities for cash without first being required to offer such securities to existing shareholders and will expire on 06/30/2024 or at the conclusion of the next annual general meeting of the company after the passing of this resolution, whichever is the earlier. I open the floor for shareholder questions on this.

16:03 I propose that a special resolution, resolution number 17, to provide additional authority to the board to disapply preemption rights as set out in the notice of meeting. Members present may now vote. The final resolution for today is resolution number 18, which requests shareholder approval by way of a special resolution to amend the company's articles of association to change The UK address of the company stated in clause four of the document to the company's London office address. I will address any shareholder questions on this. I propose a special resolution, resolution number 18, to amend the Memorandum Articles Association as set out in the notice of meeting. Members present may now vote.

16:50 Ladies and gentlemen, that concludes the business of the twenty twenty three Annual General Meeting of your company. I therefore declare the formal meeting closed. The results of each poll will be announced as soon as possible and will be published on the company's website. Thank you for joining us this morning, and have a good day. Thank you to the eight zero eight board for updating attendees today. Could I please ask attendees not to close the session as you'll now be automatically redirected to provide your feedback in order that the board can better understand your views and expectations? This will only take a few moments to complete, but I'm sure it'll be greatly valued by the company. On behalf of the board of eight eight eight Holdings PLC, we'd like to thank you for attending today's annual general meeting, and good morning to you all.