Team Internet Group (LSE:TIG) — AGM 2023 proceedings

0:00 Good morning, and welcome to the Central Nick Group PLC twenty twenty three AGM proceedings. So that's the recording meeting. Attendees will be in listen only mode. Questions can be submitted at any time via the Q and A tab situated in the right hand corner of your screen. Simply type in your question and press send. The company may not be in a position to answer every question submitted today. However, all questions will be reviewed with responses published on the Investor Me Company platform where appropriate to do so. I'd now like to hand you over to Ian MacDonald, Chairman. Good morning. Good morning.

0:27 Welcome to the annual general meeting of Central Group PLC. I'm Ian MacDonald, the chairman of Central Mick Group. It is now 10:30AM. As we have a quorum, I declare the meeting open. So some practicalities. Before turning to the formal part of the meeting, I would just like to mention a few housekeeping points. We don't expect any fire alarm test during the meeting. Please make sure that your phones are switched off or to silent mode, And I'd like to remind you that we don't allow photographs to be taken or the meeting to be recorded or transmitted. I'm pleased to inform you that the meeting today is being live streamed so that shareholders and other stakeholders who cannot be present can view us in real time on the investor meet company platform.

1:13 The board invite those present to join them for refreshments following the conclusion of the meeting. I'd like I'd like now to introduce the members of the board who are present on this call today. I'm Ian McDonald, nonexecutive chairman of the board. I also sit on the audit committee. Michael Riedel, CEO, who attends board committee meetings by invitation. William Green, CFO, who attends the audit committee by invitation, and the following directors, Max Royd, nonexecutive director who chairs on the remuneration committee Thomas Rickerts, nonexecutive director who, during the year, chaired on Audit Committee and also sits on the Remuneration Committee Samuel Diani, nonexecutive director who sits on the Remuneration Committee Horst Sifrin, nonexecutive director who sits on the audit committee, and finally, Claire McClellan, nonexecutive director.

2:11 They've been unable to attend the meeting today and have sent their apologies.

2:16 So in terms of review of the year, before the resolutions are formally put to the meeting, I'd like to introduce Michael Riedel, our CEO, to present a review of the company's financial performance during the year. Michael? Thank you, Ian. 2022 was a clearly outstanding year. The company has recorded 60% organic growth driven by strong value propositions in both its businesses online marketing and online presence. In online marketing, we create privacy safe and AI generated online consumer journeys that convert general interest online media users into confident high conviction consumers through advertorial and review websites.

3:05 At an online presence, we are a critical constituent of the global online presence and productivity tool ecosystem where we serve as the primary distribution channel for a wide range of digital products.

3:20 The, 2022 was not only was not only formed or dominated by the high growth. We've also done six announced acquisitions in the course of the last year and also got, public public, attention. The Financial Times has included us into the Europe's fastest growing companies list and not only somewhere, but in the top quartile. And the FTSE the FTSE Russell has included us into the AIM 100 and AIM UK 50 indices. And other than that, we've also refinanced our debt at better con terms and conditions, in October last year, and we've also, complemented our tool of, strategic strategic development by strategic partnerships, first with WHMCS earlier this year and now very lately with Microsoft and Bing, who now who now form a new advertising partner next to our relations with Google and Yahoo.

4:25 How has this all played out financially? In 2022, revenue grew by 77% to $728,000,000, net revenue by 50% to $178,000,000 rounded, and adjusted cash flow even by 86%. And also the the performance metrics below adjusted EBITDA have also improved strongly. Adjusted EPS up 70% to now more than 20 US dollar cents. Operating profit almost tripled to $33,600,000, and adjusted cash flow also increased by 69%, $95,000,000 just in the year 2022.

5:16 While, of course, for shareholders, the the the profit and cash flow contributions are key, we also know that we must be a good corporate citizen, and this is why why we've further strengthened our efforts in on on ESG and

5:35 got got certified as carbon neutral just in this year. And as you've seen today, we're also working on the rejuvenation of our of our governance where we've now appointed a highly qualified woman, Marie Olive, to the board in our relentless efforts to align to the best of our abilities with the with The UK market requirements. And also to be to be more to be predictable in what we do as a company, we formally we've formulated this waterfall model where where we're now permitted to apply our free cash flow in on five priorities. First, a progressive dividend policy, which is one of the resolutions on vote today.

6:32 Second, organic growth to continue the success that we had in the past. Third, accretive bolt on acquisitions, which is a specialty of Centrelink. You might recall that we've already done 16 acquisitions in the last four years since the merger with with KeyDrive. And then last but not least, share buybacks. We just completed our inaugural share buyback in mid mid of mid of January. And last but not least, debt repayments. And as you can see from the trading update that we released this morning, all these priorities can be combined with each other, which means

7:10 that we've still delivered notably in the first quarter this year despite us having spent more than $4,000,000 on share buybacks being testament of the strong cash conversion of our business model. A few more comments on the on the trading updates this morning. So in the trailing in the trailing twelve months ending the March 31 this year, our revenue would have been $771,000,000 on a pro form a basis, which is 45% higher than in the twelve months ending the 03/31/2022. We've also confirmed that the directors are confident that we will continue to trade at least in line with current market expectations for the full year.

8:00 I already mentioned that our net debt has further decreased five from $56,600,000 at the end of the last year to now $49,000,000 at the end of March.

8:11 And, I already gave the the context that this is after having spent $4,300,000 this side of the year on share buybacks, which shows that we should have leeway also for further share buybacks in the course of this year.

8:33 This is this is the 2,022 recap. Back to me now, I think. Unless Questions? Unless you should take Yeah. I think we're gonna do questions. That we received from the audience. Yeah. Sure. Let me just run through my little bit here, Michael. So with your permission, I'd like to proceed by dealing with all questions from shareholders on any matters relevant to the business at the meeting at the outset before we move on to the voting resolutions themselves. This is because we have a number of resolutions, and in my view, we'll be able to deal with the voting more expeditiously in this manner while still giving shareholders time to ask all the questions they may wish to ask. Before asking your question, please give your name and state whether you are a shareholder, proxy, or corporate representative.

9:24 If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing.

9:31 I would now like to invite questions from the floor, so do please ask any questions that you may have. I'm Michael Robertson, private investor. Congratulations on a tremendous 2022. Obviously, the company evaluation doesn't reflect really what the company has achieved, and I suspect your waterfall chart that you put up there is in part to address this. But I was just wondering, when you talk to institutions, what feedback you get from them as to why they don't buy or increase their holdings?

10:17 Shall I go first, Michael, and then maybe you Please. Chip it. I mean, firstly, you're quite right. The waterfall approach to how we allocate capital is very much with shareholder returns in mind. It's very difficult for us as a board to influence the share price, but what we can influence is the amount of capital that finds its way back to shareholders. And so hence, looking at share buybacks and dividends, and the business is very cash generative and a very good place. So we're in a good position to do that. In terms of institutional investors, I'll maybe give you my context on that because I am a fund manager day to day, so I kind of see it from the other side. And I think one of the issues a number of our large investors have got is that they are big UK funds.

11:04 A lot of UK funds are seeing fund outflows. And I think Central Mick, to a certain extent, has been on the wrong end of that. And a number of our investors actually really like the business, but have been selling shares because they need to raise capital. And I mean, no one can take relative returns to the bank, but from a relative perspective, Centromic has done exceptionally well as a tech stock in the last twelve months. And so I think it's probably been at the top of people's lists as a source of funds. And I've never actually come across a management team that does more investor relations work than this team. So they've been incredibly busy doing that over the course of the year.

11:50 So I don't personally think there's a huge amount more that we could do to address the share price. I'm hoping that the market background will improve in the next twelve months. We have seen that to a certain extent in Q1. So the Nasdaq's up in Q1. I've seen it in my own fund in q one. But I think we need that kind of large large cap tech sector to have stabilized and move forward first before that flows through to smaller and mid caps. That that's normally the way it works. But, Michael, anything you wanna Well, not much to add from the market dynamics. So if I would just summarize it in layman terms, to some degree, we've we are we might have been a victim of our own success given that for an AIM share, our liquidity

12:37 is relatively good. It has actually quadrupled over the last couple of years. Very often when a fund manager needs liquidity, they first sell our shares because they know that they can liquidate a million 1,000,000 sterling without completely ruining the share price. It, of course, doesn't help. Whereas many other stocks, the market will completely collapse if they would throw the same volumes of shares on the market. And and and the second factor is that compared to other UK similar companies, for example, Future PLC, where the share price is halved over the last twelve months, our our relative allocate or the relative allocation of to our shares has increased quite a lot in many funds. So they just need to offload our our shares in order to get back into their allocation limits.

13:25 However, this this this process should also be over at some point in time. So some funds have not been selling for quite some time. And every day that the shares are being traded, someone who doesn't have a conviction or needs to sell for technical reasons is out, and someone else who has a conviction is in.

13:43 And and we expect that the balance will go into favor in the next couple of weeks or months. Thank you. That's private investor. Just going on from there, do you actually see your long term future with AIM as distinct from going up to the main market? I mean, as a board, it's not something we've discussed to date. I mean, I suppose if I look at the practicalities of running the business, AIM has been pretty good to us and that we've been able to issue equity when we've needed it.

14:20 Most investors, certainly as far as I'm aware, don't raise it as as an issue. It maybe there are other investors that might be attracted to the business if it were on on the main market. We haven't discussed it as yet. If you go from aim to full list, there's a big cost associated with it. I mean, you're looking at at least a million quid to do that. So I I think if someone can come to us as a board and give a compelling case as to why it's gonna create value for shareholders, then look, you'll find this board totally open on anything like that. If it creates value to shareholders and we think it's the right thing to do for the business, then we'll do it. I mean, if you go from AIM to main market, you do lose quite a bit of flexibility in the way you run the business, that's particularly with regard to equity issue and things like that. But, you know, given that the priorities of the business are kind of shifted away from M and A, then maybe that's something that we consider in future.

15:15 Like I say, it's not been our on our agenda in in the recent in the recent past, and and it's not on our agenda in the immediate future. Michael? Right. And when when we when if we would move from AIM to the main market, we would lose, for example, inheritance tax funds as a clientele. And and and this is why even though it's quite speculative, my my current take would be

15:46 I would probably be more supportive of this step if it was almost guaranteed that we will make it into the FTSE three fifty so that we gain index funds as a as a substitute Yeah. Clientele for us. Currently, we are only scratching at the bottom of the FTSE three fifty market cap valuations, so we still need to make some progress. And so quite likely, 2023 is not the year for this to happen, but we should also exclude it as a future scenario maybe in '24, 2526. Thank you. I'm I'm not pushing it particularly. Was just concerned because one of my other AIM companies has actually just done that to get a higher profile Right. And to get into track of funds. And it was really from that point of view when you're talking about the publicity and stimulating public interest.

16:31 Yep. Listen, I think we're we're we're set up to do it. So I think, you know, from a board perspective, you know, we're improving all our corporate governance standards, our representation on the board is all good. I mean, certainly in terms of the businesses, you know, processes and procedures on the COSEC front, we're in good order.

16:50 From an accounting perspective, we're in great order. We get our numbers out incredibly quickly. So the business is certainly able to do it and geared up to do it. But as Michael said, we've got to look at the swings and roundabouts, you know, we could lose at IHT investors. And so, you know, we've got to be pretty clear that we will get index fund buying to to to replace that that we lost elsewhere. So so look, I always want to make the point though, we're not close to anything. We think it's the right thing to do for you guys, our shareholders then, of course, we'll look at doing it. I didn't really want to see inheritance tax side of that.

17:27 But it is a problem because you've got to get out in time if you want to preserve that relief before it actually goes. Once it's unconditional, you've had it. If you do change. Yeah. Yeah. Yeah. Good point. Thank you. The Bing announcement today, could you talk a bit more about the growth prospects of that? Right. The growth prospects are difficult to really quantify exactly as of as of this stage, but it's not difficult to see that it is something that can only help. And there's there's hardly any way to see how it would be would be adverse. So current currently currently, Google is our key demand side partner.

18:13 And by by now having access to the to the Bing feed, this this will this will mean that we have a larger choice of advertisers to put in front of the consumers. And just recalling the the purpose statement that we formulated earlier this year, CenturyLink helps online consumers make informed choices. This then means that we can be even better at putting the right choice in front of the customer. And, of course, also means that frequently, we might we might find it also an advertiser who just is willing to pay more, which would then which would then leads to to more revenue per customer that that we that we serve. So

18:57 so in in it so we see that as a really critical step. First of all, to give a new spark to growth and and also and also to be less reliant on the performance of our partner Google. Yeah. And in particular, with the with the latest advances that that Google has made pardon that that Microsoft has made with AI based searches, we will seem to see the the commercial impact of But in any case, even with the old index based search results,

19:26 the step towards being can only help. So it's it's it's unanimously positive. There are no there are no negative aspects at all to this decision. I mean, it's great it's great defensive position and more than more than anything else in the short term. And that if there is gonna be a rebalancing of power in the the the search market towards Microsoft, then those having a stronger relationship with them could can can only be positive. So, you know, let let's see. Let's This did did you basically have zero relationship with them before

19:57 or was this Yes. Exactly. So this this this is this is all new, and only very few companies on this planet have have this contract. The biggest the biggest one being being Perion, and I'm not giving away any any ins insight

20:13 knowledge into these companies. If you just dissect their annual reports, Perion has generated $124,000,000 in the last year from a similar Microsoft contract and and SystemOne.

20:29 A little bit less than that, but we but we would we would expect that once this feed is fully built in the course of the year and in subsequent years, it should then it should then it should then add some some double digit percentages to the current revenue stream from Google who still stay the number one in the search ad market for quite some time. But in any case, we are we are very we are very excited about about this opportunity and is it is a bit a function of the past success that has spilt us to the levels where we currently trade at at over $700,000,000 revenue run rate that now makes it much easier to enter into conversation with other people as they say, look, you're such a great partner for Google. Can we also work with you? And these are opportunities that we simply did not have in the past, and now it's up to us to extract as much money from this relationship

21:24 and make as much money for both Microsoft and Bing as we can because we will always always then share in the success. Very good. And when do you anticipate starting to generate revenues from that? So that will be that will be in q three this year.

21:41 We don't have a we don't have a sandbox environment or Microsoft doesn't have a sandbox environment where you can actually test before you have the contract. So here we can only start now the testing process. But in q three, there will be first revenues from this relationship.

22:02 Okay. Do we do we have If there are no other questions from from within this room, there are a few questions that have been submitted online. The first is, are there any threats to the business from the Google plans to introduce generative AI to beef up ad campaigns?

22:18 Second part of the question, given the noise around JGPT at the moment, I think it's important for Centrionic to provide clarity of what these technologies do or don't do for Centrionic. Thanks. The first part of the question, we see this very positive because if the plans of Google to help beefing up the ad campaigns as it is as it is expressed here, this also means that advertisers could actually bid more money

22:46 to buy Google Ads, which would then directly feed into our success given that that we receive a revenue share of the click prices paid to Google. So we are quite excited about this news and look forward to it. On the second question, on GPT, it is, of course, quite difficult to see where generator AI in general leads us to, given that the trend is still quite quite new. However, we are using it quite proactively internally, for example, to accelerate building new ad campaigns

23:23 to drive more more traffic and to to enhance the the effectiveness and efficiency of our media buying staff, and we see very good first results from this trend. So we also here, we are we are very optimistic that this will help us augmenting our business case over the next few quarters as we as as we continue implementing this technology in our processes.

23:50 Another question has been posted which asked to please comment on the slowdown on growth reported today as per the update from Zoos today. The the slowdown the slowdown of of growth is is something that has already been anticipated, else else we should have, else we should have corrected the the the broker forecast long time ago. It is it is no it's no secret that the advertising market is currently not in its strongest state in in q four last year. And q one this year, you would have seen in a public market that also also Google growth rates were coming down, but we see this as only cyclicality. So there there are absolutely no structural problems to the to the business model.

24:42 It is just a phase of of slower growth in online advertising, which will which will turn back to higher growth. I mean, it's worth adding to what Michael has just said. I mean, just a bit of context and why the market, you'd everyone will have seen the data from, you know, the likes of Meta and Alphabet in in recent months. That that, you know, we're outperforming the market. Let's be absolutely clear about that. And and and look at the end of the day, to a certain extent, it's just the law of big numbers. I mean, we we we churned out huge growth, particularly in the TEAM INTERNET area of our business last year. That's the main driver of the business right now. And, you know, you're not gonna carry on growing at 80% for forever. So, you know, we've got some pretty tough comparatives to face. And I think it's actually really testament to the strength of the business that we're producing growth at all, which is still a lot higher than most other peoples in the sector and the market.

25:37 Thank you, Iain. Next question is, how do you plan to maintain margin going forward? Is reported in brackets not adjusted profitability still achievable for this year? And I'm I'm I'm looking over at our CFO, but I think the answer is positive. Yes. In terms of bottom line profitability, as we've committed to and flagged when we reported our 2022 annual numbers, We're committed to delivering bottom line net profitability. The company has grown fantastically over the last few years. Revenue growth and adjusted EBITDA growth have been stellar, but we haven't necessarily delivered net profits over

26:21 the last several years and that is something that we're that is very much in the company's roadmap to deliver bottom line profitability this year and in future years, so a more sustainable level of profitability. And in common with many tech companies, I mean, we've been busy fixing the roof while the sun was shining. So, know, in terms of our expenses growth, you know, there's a lot of scope to get leverage in that line. In particular, this year, you know, we have an ongoing corporate fitness program, looking at, you know, all lines in the P and L from a cost perspective. So yeah, I expect to see more positive news on that front.

27:04 Thank you both. Next question. When it comes to future share and shareholder dilution, can shareholders expect a significant dilution in the last years, or is the policy going to be more conservative Since it was stated, the company was has reached a most mature stage and even started a dividend. So, while the dilution has been significant, is in the eye of the beholder. We only had two capital raises in 2020 and in and in early two thousand twenty two, so it's not we are issuing shares all the time. But the conclusion is right, in line with the cash flow waterfall model that we presented today, and which will already include in our annual report. We're now at a different stage. We're rather buying back shares rather than issuing new shares, and, therefore, the expectation that is postulated here is is accurate.

27:58 Yeah. Next question, as the new CEO, do you intend to slow down the number of acquisitions and run the business for cash for a while? Again, also here, I would refer to the formal cash flow waterfall that we that we postulated. Yes. We will only do acquisitions if it is the best deployment of our capital, being more profitable than than paying down debt, and also being more profitable than than buying back our own shares. And we will we will very firmly stick to the rules that we've put out in the public domain. I'd I'd probably add to that and to a certain extent to spare Michael's question. You probably noticed we changed our CEO during the year, and I think that very much reflects different style in the way the business that will be run going forward.

28:44 I mean, the group actually very successfully pursued, you know, an equity and debt fueled m and a program in recent years. And, you know, that's why the business performed so well in 2022 because, obviously, TIM INTERNET, in particular, incredibly successful piece of m and a. So we, you know, we carry on. We do have an active m and a pipeline. But, yeah, it's fair to say that, you know, given the maths of the cash waterfall that we've shown, then there will be less new equity issued in future. And as Michael has quite rightly pointed out, the most recent move has been to buy back and cancel equity. So that kind of says it all really. Thanks, Ian. Next question is, is it realistic to see the vaglif.org services seen offered in any English speaking market in 2023?

29:35 What is definitely realistic to expect is a launch in one non German speaking market and expect an update on this no later than our q one trading update expected on the May 15 this year. The first market will not be the English speaking market given that there are some other markets which are more which are easier to conquer. But but very very very clearly, digitalization of this business model is at the core of the strategy. Next question is, the share price is down 25% year to date. Why? Why does the market still think negatively of Centronic? Why what are you doing to stop the rot and increase shareholder value?

30:20 I think we've answered that. Yeah. Correct. And then the last question that I can see here, talking about waterfall. Many visual investors believe that shares are undervalued. I would not disagree with that. With this in mind, should there be more focus on share buyback versus dividends being paid? Well, again, we Oh, sorry. Several several several times. So we've already already done a share buyback. We we will today vote on a dividend. I expect a very high approval ratio for this resolution. And and also future buybacks in the course of this year will be will be operated in line with the cash flow waterfall that we shared with you.

31:08 Yep. Okay. Last the last question has been just entered, but I think then we should probably stop the q and a session. What is the projected free cash flow generation for the year? Q one was $11,000,000 prebuyback.

31:26 So first first of all, the the the calculation is not quite accurate. And with the data with the data provided today, in all fairness, it's not completely possible to calculate the free cash flow generation of the business. So it was a little bit higher than the figure of $11,000,000 that is quoted here. And but for the for the full year 2023, and those who know or share know that there can be quarter to quarter variances of our cash flow conversion around the north of 100%. And rather than those given an implicit profit forecast, can we say what the broker forecast for free cash flow generation is at this stage, but all other things being equal? Do you have that number? Not in not in absolute dollar terms, but it should be higher than twenty twenty two's free cash flow. That's the plan is to is to grow the level of free cash flow year on year. Let's leave it at that in that case.

32:26 So with this, we're done for the Q and A. Any more in the room before we move on? Great. Okay. So thanks very much for all your questions. Never actually had as many questions in an AGM. Thank you. I'd now like to start the formal proceedings of this annual general meeting. The notice of meeting together with explanatory notes was sent to shareholders on the 03/30/2023 and has been published on the company website. Accordingly, the requisite notice of the meeting has been given. I propose, therefore, with your consent, the notice of meeting should be taken as read. Is that agreed? Yes? Great. Thank you. In order to reflect all of the votes cast, including those submitted in advance online or via proxy, voting today will be done by way of a poll on each of the resolutions put to the meeting.

33:21 Accordingly, in accordance with article 17.1, of the articles of association, I, as chairman of the meeting, demand that voting in respect of all taken on a poll. I confirm that the company's received a report from its registrars detailing the total number of votes cast by members in respect to the resolutions proposed on a poll basis. I'm appointing Holly Bright from Link, the company's registrar, to act as scrutineers. Summary of each resolution will be shown on the screen before I put each resolution to the vote. When you register before the meeting today, each shareholder, proxy, and corporate representative will have been issued with a poll card marked with their name.

34:07 If there is anyone who thinks they should have a poll card but does not, please raise your hand and our registrars will attend to you. I should mention that for those shareholders who have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their vote. You have three options for each resolution. You can vote for the proposed resolution, against the proposed resolution, or you may withhold your votes. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for against a resolution. Will you please complete your poll card by ticking the appropriate box next to the relevant resolution depending on how you wish to cast your vote?

34:53 Once all votes have been taken on the resolutions, please would you sign the poll card and put your completed poll card in one of the ballot boxes at the back of the room. Should you require any further assistance, our registrars will be happy to do so. As it will take some time to complete the poll procedure, the final results of the voting, including the proxy votes on each of the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practical. Resolutions. Sorry. Just I'm sorry to be a nuisance. I've only actually seen the accounts for the first time today. I'm getting a little bit confused On the board of directors, which is set out in there, you show Michael as a in that group, but elsewhere he's just shown as chief executive officer.

35:45 Is he a director or not? Of course, he's a director. He is. That's what I thought. So why is he not on the notice or resolutions for being elected a director? He was already a director. Was? Yes. Yes. He's been director many years already. Yes. According to our articles, the No. No problem then. Okay. Thank you. Alright. Okay. Thank you. We'll now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received. Resolutions one to 10 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions eleven and twelve are proposed to special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution.

36:41 So resolution to approve the annual report and accounts, this is resolution one. The first resolution is to receive and adopt the audited accounts for the year ended 12/31/2022 together with the reports of the directors and auditors therein. I now propose that the annual report and accounts for the year ended 12/31/2022 be received and adopted. As I explained, to vote, would you please tick the appropriate box on your poll card to vote for the resolution or against the resolution, or you may withhold your vote. Will you please vote now? I declare the poll closed. Resolution to approve the final dividend. In view of the results for the year, the directors are pleased to recommend a final dividend of 1p per ordinary share.

37:37 I'd like I I should now like to propose that a final dividend of 1p per ordinary share be declared payable on the 06/16/2023 to shareholders registered at the close of business on the 05/05/2023 in respect of the shares then registered in their names. Will you please vote now? I declare the poll closed. I now propose the resolution number three set out in the AGM notice that the director's remuneration report as set out in the annual report and accounts for the financial year ended 12/31/2022 be approved. Will you please vote now?

38:34 I declare the poll closed. Resolution four has been withdrawn from the announcement today that Thomas Rickert is stepping down from the board. Resolution five concerned the reelection of Sam Dayani as director. Sam Dayani retires in accordance with the company's articles of association and being eligible, offers himself a reelection at this annual general meeting. The board is recommending that the director be reelected as a director. I now propose that Sam Dayani be reelected as a director. Will you please vote now? I declare the poll closed.

39:23 Resolution six and seven relate to the election of Claire McClellan and William Green, who've been appointed by the board since the last annual general meeting. It is a requirement of the company's articles of association that all directors be subject to election at their first AGM following their appointments. Accordingly, each of them retires and being eligible offers themselves for election. The board is recommending that each of the directors be elected as a director. Each resolution will be put to the meeting separately. I now propose that Claire McClellan be elected as a director. Will you please vote now? I declare the poll closed.

40:09 I now propose that William Green be elected as a director. Will you please vote now? I declare the poll closed. The board is recommended that recommending that CROUP PLC be reappointed as auditors to the company until the conclusion of the next annual general meeting. I propose, therefore, that CRO UK LLP be reappointed as auditors and that the directors be authorized to fix their remuneration. Resolutions eight and nine will deal with this. I now propose that CROW be reappointed as auditors. Will you please vote now? I declare the poll closed. I now propose that the directors be authorized to fix the auditor's remuneration.

40:58 Will you please vote now? I declare the poll closed. We now come on to resolution 10, which relates to the authority to issue shares. Before the directors are able to issue shares, they must first be authorized by the shareholders to do so. The authority will expire at next year's Annual General Meeting or on the date which is fifteen months after the passing of this resolution, whichever is the earlier. The authority will relate securities up to an aggregate nominal value of £96,220 which is equivalent to 96,000,002 and 20,000 ordinary shares. A more detailed explanation of this resolution is set out in the notice of the meeting.

41:46 I propose that the directors be authorized to allot shares in in accordance with the terms set out in the resolution. Will you please vote now? I declare the poll closed. Resolution 11 will give the directors authority to allot shares for cash without first offering them to existing shareholders in proportion to their existing holding of shares in keeping with market practice and institutional investor guidelines. The number of shares to which this proposed authority relates is limited to an aggregate nominal amount equal to £28,866 which is equivalent to 28,866,000 ordinary shares.

42:32 The authority will expire at next year's annual general meeting or on the date, which is fifteen months after the passing of this resolution, whichever is the earlier. A more detailed explanation of this resolution is set out in the notice of the meeting. As this is a special resolution, a 75% majority will be required. I now propose that the directors be authorized to disapply the statutory preemption provisions in accordance with the resolution. Will you please vote now? I declare the poll closed. We now come on to the final resolution. The purpose of this resolution is to authorize the company to purchase some of its ordinary shares on terms on such terms and in such manner as the directors may, from time to time, determine and to hold such ordinary shares as treasury shares.

43:28 The authority sought limits the maximum number of shares to be purchased to an aggregate nominal amount of £28,866. That's equivalent to 28,866,000 ordinary shares. The minimum and maximum prices that may be paid for the shares are set out in the resolution. I'd like to emphasize that the directors would only purchase shares in the market if they are satisfied that any such purchase is in the best interest of shareholders and could be reasonably expected to result in an increase in earnings per share. The authority will expire at next year's annual general meeting or on the 07/01/2023, whichever is the earlier.

44:14 As this is a special resolution, a 75% majority will be required and now propose that the company be authorized to purchase its own shares. Will you please vote now? I declare the poll closed. That concludes the business of this meeting. Thanks for your interest and attendance. I declare the meeting closed. The results of the meeting will be announced to the markets through our regulator information service and posted on our website as soon as practicable. Thank you. Thank you very much indeed, Ian, and thank you to the rest of the board for updating attendees today. Please ask attendees not to close the session to be automatically redirected to provide your feedback in order the Board can understand your views and expectations. It's only take a few moments to complete, and it's greatly valued by the company. On behalf of the Board of Central Nick Group PLC, we'd like to thank you for attending today's Annual General Meeting proceedings. Good morning to you all.

45:19 Thank you.