Flowtech Fluidpower (LSE:FLO) — Annual General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the FLOWTECH FLUIDPOWER PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. Questions are encouraged and can be submitted at any time using the Q and A tab just situated on the right hand corner of your screen. Just simply type in your questions at any time and press send. It gives me a great pleasure to hand over to chairman Russell Cash. Good morning.

0:22 Thank you very much, Mark, and good morning, everybody. It is ten hundred hours on a gorgeously sunny sunny Tuesday morning, June 13. It's our AGM. So welcome, everybody. I shall declare the meeting open. We do have an appropriate quorum by the by reference to the fact that both myself and my fellow director Stuart Watson are sat in a room in Wimslow together. Myself and Stuart are both statutory directors. We're both shareholders. Between us, we hold just over 57,000 shares in the company. Just some brief introductions with with me in Bollinghaus in Wilmslow. As the saying goes, in no particular order.

1:09 To my immediate left, visible on the screen is Mike England, our chief executive officer officer who joined us relatively recently. Also in the room is Chituramachandran, our group financial controller. We're also joined by James Kerrigan from DLA Piper, the law firm, and Lorraine Leaky from LINK. That's a nice bit of alliteration, Lorraine. Lorraine Leaky from LINK. So

1:41 if anybody's got any questions on the agenda for the formal business, I'd ask them to use the IMC chat piece to sort of raise them imminently. If there are any questions, I shall then move on to the formal business and turn to each of the resolutions in turn.

2:01 But but just before doing so, I've just referenced that myself and Stuart between us have, well, to be precise, 57,140 shares. And I am voting in favor of each of the 13 resolutions. And Stuart, could you just provide the audience with your view? Yeah. And I too will be voting for in favor of all the resolutions. Thank you. So I mentioned that just because all of the numbers you'll see on the screens that follow currently exclude those shares. So you just need to make a mental note to add what is a very minor sum in the scheme of things to the position. I'm sat on proxies representing 39,000,000 or just over shares. Quite pleasing that we've got 65% or thereabout of our shareholders, you know, voting.

2:48 So without further ado, I will turn to each of the resolutions in turn. Resolution one relates to receiving and approving the report and accounts, the strategic report, and the auditors report. And if you could click to the next page, unsurprisingly, we have a 100% of the votes cast in favor of that resolution, which is therefore passed. Resolution number two refers to our intention to pay a dividend of £2.2.0.1 per share. That payment is due to be made on the July 21 with reference to shareholders on the register of the close of business the June 23. And again, unsurprisingly, we have a 100% of votes cast in favor of that resolution, which is therefore duly passed.

3:42 I'm gonna deal with the next six resolutions combined. They relate to the reappointment of the statutory directors. The first two, Mike England and Stuart Watson, were appointed to the board in the period since the last AGM, and our articles of association require us to put their reappointment to this very meeting. Resolutions five through to eight deal with those statutory directors who were already in place this time last year. But just to comply with the principles of this of the QCA corporate governance code, as a matter of course, we all we we include all directors in this reelection process each year. And and I should say just before moving on, I should have said at the start that the fact that I'm chairing this meeting is because our chairman, Roger McDowell, has taken a brief spell out of active out of an active role on the board.

4:37 He remains on the board, but Roger has a family health matter which he very understandably is taking some time out to focus on. He will return in September. In the interim period, the chairman of the company is in the very reliable hands of Jamie Brook. And I should equally have said that both Jamie and Aylsa, as the other two non exec directors, are dialed in remotely to this this session. Forgive me for not mentioning that at the outset. So back to those resolutions three three two eight, you'll see that in each case, there's a significant majority in favor of the reappointment. So on that basis, each of resolutions three through to eight are duly passed.

5:24 Resolution number nine deals with the reappointment of Grant Thornton UK LLP as our external auditors. And, next slide. Again, a significant majority of votes in favor of that reappointment, and the resolution is duly passed. Resolution 10, I guess, linked to the previous one to authorize the director of the company to approve the auditor's remuneration. Again, resolution duly passed with a very significant majority in favor.

6:02 Resolution 11 provides the company with the ability to issue new shares. Significant number of votes against, but rather more in favor given that this is an ordinary resolution. It is duly passed. That said, we note that there is a significant vote against, and we shall be duly noting that in the communication following the AGM and on our website, I believe.

6:31 Resolution number 12 deals with the dissapplication of preemption rights. The resolution we booked to the meeting is in entirely standard form, but we respect the yeah. Sorry. The these this is a special resolution and therefore requires 75% majority to vote in favor. And the mathematicians in the audience will appreciate that 11,600,000 out of a total of 39,100,000 is in fact 29.7% vote against. And therefore, on that basis, that resolution is in fact rejected. We shall duly note that. Suffice to say, where there is no immediate intention to raise any new funding and equally, therefore, to, disapoint any preemption rights. So as I said, that is a normal course of business resolution. In this case, it's been voted down, so we we we should duly duly note that.

7:37 And finally, resolution 13 provides the company if it's, chooses fit, if that's the best use of its capital to, purchase its own shares. Significant majority in favor of that resolution, which is therefore duly passed. That actually, in the space of eight minutes, concludes the formal business of the meeting. There is an opportunity for any questions that have been raised to be answered, but I'll just pause because at the moment, there are no set questions. So on that basis, Mark, if one question pops up late, we shall return to it. But on that basis, Mark, I shall conclude that that business has been conducted and passed back to you good Sam.

8:33 That's very kind of you, and thank you, Russell. There are just a couple of questions just coming through on the platform as we speak. I don't know if you want to have a look to see if there's anything there that fits within today's meeting. Yeah. I'll take take them in the reverse order. There's a question. Would the board consider enacting an active share repurchase program to offset the potential dilution from the recent LTIP awards? The simple answer to that is yes. You know, the the idea, the concept of buying back own shares is something which has been considered by the board, will be considered by the board. Appreciate the comments that are linking to the LTIP position.

9:21 So, yes, I mean, I'll say obviously, but we're keen to manage down our debt position. We think we're doing a reasonable job with that. You'll hear more about that when we announce our half year results. But yes, it's a simple answer. We have considered that in the past and we definitely will in the future. I'll just answer to Alastair around first impressions. I will just caveat that I think I'm on around day 35, but delighted to be part of the organization. I've been in the market for over twenty seven years a no FLOWTECH FLOWPOWER PLC from my time in industrial distribution. I think we have an enormous opportunity in this company.

10:06 I think the market that we serve in terms of industrial end user customers, both maintenance repair and operations, OEM customers, and also through our distribution and resell channels gives this business an opportunity to continue to serve industry through what are a range of very, very technically orientated products as a specialist distributor and service provider. I I think the business isn't yet fully harnessing the power of the group, my objective in terms of how we drive change in the organization is to really leverage the power of the group for us to be able to gain greater market share over time. But very early days, but I'm feeling very energized and very excited about the opportunity. There's no real surprises, only opportunity.

10:56 Mike and Russell, thank you very much indeed. That are that is takes care of all the questions that we have from attendees on today's call. So with that, could I please ask attendees on the call not to close this session as we'll now automatically redirect you for the opportunity 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 FLOWTECH FLUIDPOWER PLC, I'd like to thank you for attending today's Annual General Meeting. Good morning to you all.