Solid State (LSE:SOLI) — Annual General Meeting

0:01 Thank you very much and welcome to those in the room. Nice to see you and thanks for coming. And also welcome to attendees online who are joining the annual general meeting of SOLID STATE. Thank you very much for joining us. What I'd like to do first is introduce the board of directors. So I'm Nigel Rogers. I'm the chairman of the company. The executive group is led by CEO Gary Marsh, who is joining us remotely today. Pete James next to me, the CFO, and the two divisional managing directors, Matthew Richards and John McMichael. On my extreme right is Pete McGowan, who's the senior independent director. Unfortunately, I have apologies from Sam Smith, who's the most recent independent director to join the board, but has been diverted off the N 40, which is closed and is currently on the back streets of London Spa and send her apologies.

0:58 I also have in the room on my extreme left and welcome for the first time our new company secretary, Linda Dixon. Having made those introductions, I'd now like to declare the annual general meeting open with permission of shareholders. I'll take the notice as read. I'm sure you'd prefer not to endure the pain and torture of having me read it out loud. What I'd like to do first is to open the meeting for questions. We have not had any questions submitted online in advance of the meeting, but I'd like to open the room for any questions for anybody present.

1:37 To read in a sigh of relief, I see shaking heads around me. So in that case, I will proceed to the notice of meeting and the resolutions. I have in front of me the proxy results which have been received in advance. We have approximately 6,000,000 votes in favor of each of the revolution resolutions and a maximum of 600,000 votes against representing around 5% of the shared capital, which is a vote against yours truly in ordinary resolution number four, which I'll perhaps take when I get to resolution number four. Details of the proxies will be put onto the company's website in due course following the meeting. I will now put each of the resolutions to a show of hands in the room to supplement those proxy votes.

2:26 So first of all, I would like to propose ordinary resolution number one to receive the accounts for the year ended 03/31/2024 together with the report of the directors and the auditors. All those in favor, please? Any against? I declare that resolution carried. Resolution number two is to approve the director's annual report on remuneration. This is an advisory vote only. I propose resolution number two. All those in favor, please? Any against? Thank you. I declare the resolution carried. Next, move to resolution number three to declare a final dividend of 14.5 p per share. All those in favor, please? Any against?

3:13 Thank you. I declare that resolution carried. Resolution number four is to reappoint myself as a director of the company. As I said, there has been some proxy advice issued by ISS to vote against this resolution on the basis of an assertion that I am overboarded. I pushed back hard against that. I'm actually, at the moment, contractually committed to a maximum of eight days per calendar month, and I'm sure that's quite sufficient for me to discharge my responsibilities at both of the companies I chair. I note that the majority of shareholders agreed with that voted in favor by proxy. Thank you for that support. All those in favor? Any against? I declare the resolution carried. Thank you very much. I appreciate that.

4:01 Order resolution number five is to reappoint Gary Marsh as director of the company. All those in favor? Any against? Thank you. I declare that resolution carried. Resolution number six is to appoint John McMichael as the director of the company. In favor? Any against? Thank you. I declare that carried. Resolution number seven is to appoint Peter James as the director of the company. Those in favor? Any against? Thank you. I declare the resolution carried. Resolution number eight is to reappoint Matthew Rich as the director of the company in favor? Against. Thank you. Carried. Number nine, to reappoint Pete McGowan as the director of the company in favor?

4:47 Any against? Thank you. Carried. Number ten, three point Sam Smith as director of the company in favor? Against. Thank you. Carried. Sam will be delighted that I didn't read her name out in full. Resolution number 11 is three point RSM. UK ordered LLP as ordered to the company in favor and against. Thank you. Carried. Resolution 12 is to authorize the directors to fix the orders' remuneration in favor and against. Thank you. Carried. Resolution 13 would take an extremely long time to read out in full. You'll be delighted to hear that I'm gonna read in the bridge version instead. So resolution 13 is an ordinary resolution that the direct is generally and unconditionally authorized to allot shares in the company up to one third of the issued share capital by way of a rights issue or alternatively up to a maximum of 20% of the issued share capital not in connection with the rights issue.

5:47 In favor? Any against? Thank you. Carried. Resolution number 14 relates to the issue of bonus shares in the company and and essentially authorizes the director to issue bonus shares on a four for one basis. And the advantage of that for the company is to promote the interests of shareholders, increasing the liquidity of the company stock, inviting new investors on board. Those in favor? Any against? Thank you. I declare 14 carried. The next two are special resolutions requiring 75% majority. Resolution number 15 relates to the resolution number 13 that we've just passed and says that out of those shares, can be allotted, a maximum of 10% can be allotted by the company without regards to the rights of preemption. Those in favor?

6:44 Any against? Thank you. Carried. And finally, resolution number 16 that the company is authorized to make market purchase of its own shares under certain circumstances which are specified in the resolution. Those in favor? Any against? Thank you. Carried. Same kind of fails to beat Gordon Cumberland's record. However, thank you very much for your support today, and I declare the meeting closed. Thank you very much. Thank you very much indeed. We will now redirect investors for their feedback.