Nahl Group (LSE:NAH) — AGM Proceedings 2022

0:01 Good morning, and welcome to the NAHL GROUP PLC AGM Proceedings twenty '22. As stated in the notice of AGM, shareholders are invited to submit any questions to the company in advance of today's meeting. Therefore, the company will not be taking any further questions from those online. I'd now like to hand you over to Tim Aspinall, nonexecutive chairman. Good morning.

0:22 Good morning, and welcome to the twenty twenty two annual general meeting of NAHL GROUP PLC. I'm Tim Aspinall, chair of the board, and with me today are James Ceralis on my right, who's CEO of the company, Chris Haim on my far left, who's group CFO, Sally Tillery, on my immediate left, who's chair of the audit and risk committee, and Brian Phillips on the right, who's another nonexec director. Unfortunately, Julian Kent can't be with us in person today. She's chair of the remuneration committee as she has COVID, but she's dialed in online. A quorum's present, and so I formally declare this meeting to be open. Anyone joining via the investor meet company platform is reminded that they are able to observe proceedings only and are not able to vote, ask questions, or otherwise participate in the meeting.

1:15 The notice calling this meeting was dispatched to all members on the May 10, and, accordingly, the requisite notice has been given. I'm gonna take the notice as read, and you may wish to follow the proceedings of the meeting by referring to that notice. Before we turn to the formal business set out in the notice, I'd like to draw your attention to the trading update that the company issued this morning as an RNS on the LSE and also on our website. And James is going to read out the update for the meeting. James? Thank you, Tim.

1:47 Since the publication of the 2021 final results on 03/29/2022, the group has continued to perform in line with market expectations. In the first five months of the year, the period, the group's consumer legal services division generated 34% more personal injury inquiries than the equivalent period last year. In a claims market that remains subdued following the impact of the COVID nineteen pandemic and the introduction of the civil liability act reforms last year. In line with this strategy, the group continues to grow and invest in its fully integrated law firm, National Accident Law or NAHL. 26% of total inquiries were distributed to NAHL in the period, representing an increase in the number of inquiries allocated to NAHL of 95% compared to the equivalent period last year.

2:36 In addition to growing the value of its book of ongoing claims, NAHL also collected 21% more cash from settlements in the period compared to the prior year. Earlier this month, National Accident Helpline launched a new TV advertising campaign intended to further strengthen its brand position and contribute to volume growth. In the critical care division, Bush and Co has made encouraging progress following the effects of the pandemic. The number of initial needs assessments or INAs completed and expert witness reports issued to customers in the period increased by 109% respectively compared to last year. And the number of instructions for INAs and expert witness reports was up 2013% respectively. The board is pleased to report that investment in marketing and business development continues to deliver a strong pipeline of work.

3:27 Overall, the board's expectation for the full year remains unchanged, and the group will provide a trading update for the six months to 06/30/2022 on the 08/01/2022. Thanks very much, James. Now we're going to move on to the formal business of the meeting. An explanatory note on each of the eight resolutions to be voted on today is given in the notice of the meeting. So I don't propose explaining all the resolutions in detail, but you will, as we get to them, see them on the PowerPoint presentation on the screen. The first five resolutions are proposed as ordinary resolutions, so require a simple majority of votes cast in favor in order to be passed. Resolution six to eight are proposed as special resolutions, so require a majority of 75% of votes cast in favor to be passed.

4:19 As set out in the notice, it was strongly recommended that shareholders submitted their proxy votes electronically or appointed me, the chairman of the meeting, as their proxy to vote on their behalf. For the information of those watching online, I've been informed by Link Asset Services that over 99% of votes cast prior to the meeting were in favor of all the resolutions. Voting today will be done by a show of hands of those in attendance. In line with company law and the company's constitution, I attend as a proxy for a number of shareholders, and I've been appointed by different shareholders to vote in different ways on a resolution. So I will have one vote for the resolution and one vote against that resolution.

5:09 So we're now going to proceed to vote on the resolutions, which I will formally put to the meeting. So I now propose resolution one, which is to receive the annual report and accounts of the company and the auditors report on those reports and accounts for the year ended 12/31/2021. Please raise your hands to vote. So all those in favor? All those against? I declare the resolution carried. I now propose resolute resolution two. This is to approve the director's remuneration report, which can be found on pages 67 to 72 in the annual report and accounts.

5:55 Please raise your hands to vote. So first of all, those in favor and those against, I declare the resolution carried. I now propose resolution three. This is to reappoint our external auditors, Mazars LLP, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting. Please raise your hands to vote. So those in favor and those against, I declare that resolution carried. I now propose resolution four. This is to authorize the directors to determine the remuneration of the auditors of the company. So, again, please raise your hands to vote.

6:40 So those in favor and those against, I declare that resolution carried. And I propose resolution five. This deals with the renewal of the director's authority to allot shares in a line with sorry, in line with institutional shareholder guidance. Can please raise your hands to vote? So those in favor and those against? I declare that resolution carried. I now propose resolution six, which is to renew the director's annual authority to allot shares in the company for cash without making an offer to shareholders. Again, please raise your hands to vote. So those in favor and those against, I declare that resolution carried.

7:27 So we move on to resolution seven, which I'm now proposing, and that relates to a further disapplication of statutory preemption rights in addition to that proposed to be granted by resolution six to be used only for the purpose of refinancing or financing transactions, which the directors determine in each case to be an acquisition or a specified capital investment. Please raise your hands to vote. So those in favor and those against. I declare that resolution carried. So now we come to resolution eight, which is the last one. I propose, that one, which is to renew the authority of the company to purchase its own shares. So please raise your hands to vote. Those in favor and those against, I declare that resolution carried.

8:13 So that brings to an end the formal business of the AGM, and the final results of the voting will be published via an RNS later today. We'll also publish the results on our website.

8:24 So I'm going to move on now to questions that have been submitted by shareholders prior to the meeting. James, I think you've received a question. So do you want to just read that out? Yes. Thank you, Tim. We've had some questions in from one shareholder around nonexec shareholdings in the company and composition of the board. Tim, as as chair of the board of directors, would you like to comment on those topics? Yep. So we adopt the QCA corporate governance code, and we have a good blend of skills, sector knowledge, and a broad range of experience among the directors.

8:58 It's important, of course, that the non executors nonexecutive directors are independent so they can remain objective in relation to the board's deliberations and play a valuable role in providing oversight and constructive challenge to the executive management. There's no obligation on nonexecutive directors to hold shares, and a material shareholding could compromise their independence. We put the 2020 remuneration policy after taking advice on it to an advisory vote at the AGM last year where it was approved. Unless there are any material changes, we'll continue to follow that policy, and we'll review it again next year as part of our three year cycle. Thank you, Tim. There are no further questions? Good. Well, in that case, that concludes the NAHL GROUP PLC twenty twenty two Annual General Meeting.

9:49 To our shareholders, on behalf of the board, I'd like to thank you for your continued support, and goodbye from all of us here. Thank you indeed for updating attendees today. Could I please ask attendees not to close the session as you now be automatically redirected to provide your feedback in nor the board can better understand your views and expectations. This will only take a few moments to complete, and I'm sure it's greatly valued by the company. On behalf of the board of NAHL GROUP PLC, we'd like to thank you for attending today's annual general meeting proceedings. Thank you, and good morning to you all.