River UK Micro Cap (LSE:RMMC) — Annual General Meeting

0:00 Good morning, ladies and gentlemen, and welcome to the RIVER UK MICRO CAP Annual General Meeting. Throughout today's call meeting, attendees will be in listen only mode. Please submit questions at any time just using the Q and A tab on the right hand corner of the screen. Just simply type in your questions at any time and press send. I'd now like to hand over to your Chairman, John Blowers. John, good morning.

0:20 Good morning, Mark, and thank you. Good morning, everybody. My name is John Blowers. I'm Chairman of RIVER UK MICRO CAP LIMITED. My fellow directors, Ted Holmes, Mark Hodgson, Serena Tremlett are all here with me. We're broadcasting from Guernsey, and we are having some slight broadband issues at the moment. Hopefully, we'll be able to establish a screen shortly. Welcome to the annual general meeting, which is being livestreamed as you all have gathered on Investor Meet company platform. Thank you for those joining both in the boardroom and online. So let's get on to quorum and form... Formalities. A quorum is present to holders of ordinary shares. Therefore, the meeting is duly constituted.

1:11 The notice of the meeting, the annual report, and the proxy form was sent out on the 02/13/2026. The register of members as at close of business on the 03/06/2026 will determine voting rights. All proxies received before 10:30 GMT, on the 03/09/2026 have now been logged. So we go into the resolutions now. And the first resolution, resolution one, which is the receipt of annual report and financial statements. Resolution one proposed that we receive and consider the annual report and audited financial statements for the year ended 09/30/2025 together with the directors and auditors reports.

2:00 I propose the resolution number one as set out in the notice of AGM. And I have the results here. Votes in favor, 16,104,728. Votes against 3,650. Votes withheld, 6,716. So I can confirm that this resolution number one has been passed with a a 99.98% pass rate there. Moving on to resolution two. Resolution two asks us to ratify the director's remuneration report from the year ended 09/30/2025. I propose the resolution number two as set out in the notice of AGM.

2:47 So the votes in favor of 15,914,007, votes against a 193,596, votes withheld 7,491. So I confirm that resolution number two has been passed with 98.79 pass rate. Now resolutions three to six deal with the reelection of our directors, myself, Mark Hodgson, Ted Holmes, and Serena Tremlett. The board believes each, of our springs' unique skills, that are required for the company's continued success and growth. As the next resolution concerns my reelection, I will ask Ted Holmes to chair the meeting at this time. So it's to you, Ted.

3:37 Morning. I propose resolution numbered three as set out in the notice of AGM. Votes in favor, 15,946,045. Votes against, one hundred and sixty one thousand nine fourteen. Votes withheld, seven thousand one thirty five. I confirm that resolution number three has been passed. Back to John. Thanks, Ted. And then the next genderized resolution is number number four, and this is the reelection of Mark Hodgson. Votes in favor of 14,846,045.

4:25 Votes against a 179,414. Votes was held 1,089,000. So it's a 98.8% pass. So I confirm that resolution number four has been passed. And then I propose the resolution number five as set out in the notice of AGM, which is the reelection of Ted Holmes. Votes in favor of Ted, 15,946,045. Votes against a 161,914. Votes was held 7,135. So I confirm that resolution numbered five has been passed. I propose that now that resolution numbered six as set out in the AGM, the reelection of Serena Tremblatt, votes in favor, 12,619,597.

5:25 Votes against 3,488,362. Votes withheld, 7,135, that's 78.18% pass rate. I confirm that that resolution has numbers... Numbered six has been passed. As more than 20% of votes cast here against resolution number six, the board will be in touch with the shareholder who voted against this resolution to understand their views more clearly. Now resolution number seven, which is the appointment of auditors. Resolution seven proposes that Grant Thornton, Channel Islands LLP be appointed as auditors until the next AGM and authorizes the board to determine their remuneration.

6:14 I propose that resolution number seven assess out in a notice of AGM, and the votes in favor of that are 15,937,228. Votes against a 171,150. Votes was held 6,716. I confirm that that's resolution number seven has been passed with a 98.93% pass rate. And then moving on to the dividend policy resolution number eight. Resolution eight confirms that the company's policy of no dividends and a focus on long term capital growth, has been proposed. I propose this resolution numbered eight as set out in the notice of AGM in favor.

7:03 Vote, 16,104,728 votes against 3,650 withheld votes number 6,716. Confirm that the resolution numbered eight has been passed with 99.98% pass rate. Resolution nine, which is the share purchase authority, authorizes the company while its shares remain listed on the LSE main market to purchase up to 4,713,000 ordinary shares or 14.99% of the issued share capital at a price no lower than naught point naught 1p, or pound, sorry, 1p and not higher than the greater of a 105% of the five day average price or the higher of the last independent trade highest bid in accordance with The UK market abuse regulation.

8:01 I propose that resolution number nine as set out in the notice of AGM. Votes in favor of this is 16,104,728. Votes against 3,650. Votes withheld, 6,760. I confirm that that resolution numbered nine has been passed with 99.98% approval rate. The last, resolution on... In this year's AGM is our special resolution amendment of articles 23.2. Resolution 10 is a special resolution to amend article 23.2 of the articles of incorporation increasing the aggregate limit on directors' fees from 165,000 to 215,000 per year or a larger sum that may be set out than an ordinary resolution.

9:00 A special resolution requires at least 75% in favor. I propose that resolution number 10 has set out in the notice of AGM. And the votes in favor of this are 12,000... $12,000,551,435 votes against 3,553,952 votes withheld 9,707. So I confirm that resolution numbered 10 has been Ladies and gentlemen, just bear with us. Cast are against resolution 10 of the board. We will be in touch with the particular shareholder who voted against this resolution to understand their views.

9:53 Right. That brings us on to the closing of of business. The board has no further business as part of this AGM. If you or any shareholder has any questions, there are the, opportunities for you to ask them. And I'm looking, and no one has any particular questions, but we will be broadcasting, with George Ensoe very shortly a, an investment update. Given the fact that there is conflict in The Gulf at the moment, we feel that that would be better to to, move that to April when... Which was scheduled to be, produced in April anyway, and we'll be using the investor meet company platform for George to be able to tackle some of those shareholder questions about his portfolio management activities.

10:47 You can use this poll now, and we'll hold those questions that you have now for, for that session. So I'm closing the meeting now. If there is no further business, I declare the AGM closed. Thank you for joining us live, for your votes, and for the thoughtful questions received. Have a pleasant day. Thank you very much. That's great. John, thank you very much indeed and to the board of RIVER UK MICRO for engaging your investors this morning. Can I please ask those on the call not to close this session? We'll now redirect you so you can provide your feedback in order that the Board can really better understand your views and expectations. On behalf of the Board of RIVER UK MICRO CAP LIMITED, we'd like to thank you for attending today's Annual General Meeting, and wish you all a good rest of your day.