Team Internet Group (LSE:TIG) — General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the Central NIC Group PLC general meeting. Throughout this recorded meeting, attendees online will be in listen only mode. Questions are encouraged. They can be submitted at any time via the Q and A tab that's just situated on the right hand corner of your screen. Please just simply type in your questions and press send. The company may not be in a position to answer every question it receives during the meeting itself. However, the company will review all questions submitted today and publish responses where it's appropriate to do so, and these will be available via your Investor Meet company dashboard.

0:31 I would now like to hand you over to chairman, Ian MacDonald. Good morning, sir. Good morning, everybody, and thank you. Welcome to the general meeting of Central Group PLC. I'm Ian MacDonald, the chairman of Central NIC, and it's now 10:30AM. As we have a quorum, I declare the meeting open. Before turning to the formal part of the meeting, I'd like to mention a few housekeeping points. We don't expect any fire alarms during this meeting. Please make sure that your mobiles are switched off or silent. I'd like to remind you that we don't allow photographs to be taken during the meeting to be recorded or transmitted. I'm pleased to inform you, as you can see, that the meeting is being livestreamed so that shareholders and other stakeholders who can't present can view in real time or on the investor meet company platform.

1:26 I would invite those present to join them for refreshments following the conclusion of the meeting. I'd like to improve I'd like to introduce the members of the board who are present on this call today. As I said already, I'm Ian McDonald, non executive chairman of the board. I also assist on the audit committee. Michael Reedle is our CEO, and he attends board committee meetings by invitation. William Green is our CFO, and and he attends audit and risk committees by invitation. The following directors, Max Royse, nonexec director who chairs the remuneration committee, Marie Holliev, nonexecutive director who chairs audits and risk and sits on the RAM committee. Samuel Diani, nonexecutive director who sits on the remuneration committee.

2:14 Horse Cifrin, nonexec director who sits on the audits and risk committee. Claire McClellan, non executive director, who sits on the audit and risk committee, have been unable to attend the meeting today and have sent their apologies.

2:29 Before the resolutions are formally put to the meeting, I'd like to introduce Michael Riedel, our CEO, to present an overview of the rationale for the proposed rebranding. Thank you. Thank you, Ian, and thank you for the opportunity to reiterate the the rationale behind the the rebrand of Century Group PLC into TEAM INTERNET GROUP PLC, which is the occasion, or the main occasion of two days general meeting. And as you can tell from this slide, team and Internet has two components. The team component being defined as a group of individuals who combine the efforts and the Internet as the interconnected network that we all know.

3:20 And this is important to us because everything that we do is about connections. So internally, through the team, we connect our people, our businesses, and our technologies. And externally, we connect with our customers and our partners, creating value for everyone in the in the value chain that that we operate. And this is why we've hence chosen TEAM INTERNET as the new roof brand for the group. And

3:53 resonance has been very has been very good so far in the markets. We we conducted the Capital Markets Day, a marketing market opening ceremony, and and numerous customer and and employee events. And today today, we formalize our resolution by also changing the legal name of Central Group PLC into TEAM INTERNET GROUP PLC. And with this, I hand back over to Ian to run us through the agenda of today's meeting and then hopefully come to the right conclusions. Thanks, Michael. And so with your permission, I'd like to proceed by dealing with all the questions from shareholders on any matters relevant to the business of the meeting at the outset before we move on to the voting resolutions themselves.

4:46 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 you a question, please give your name and state whether you are a shareholder, a proxy, or a corporate representative.

5:08 If you are a proxy or corporate representative, please state your name and the name of the shareholder who you're representing. I would now like to invite questions from the floor, so please do ask any questions that you may have.

5:33 Hi. If I may come in there. So far, no questions have come in online in regards to the resolutions. However, we do have two pre submitted questions. So if you would like to address those now, we can or conversely, we can wait until after the resolutions have concluded. Yes. Let's wrap up the two questions we've had in, please. And clearly, do you want to take those? Yes, absolutely. So two questions have been pre submitted. So it's William Green here, CFO. The first question that's come through is, please, can you confirm

6:06 your trading in line with expectations and trends from H1 have continued into Q3? And all we can say on that topic is, since we last issued guidance on the August 14, there has been no change to the guidance. The guidance at that point was that we're trading at least in line with current market expectations. We see no need to change that guidance. So that continues to be the case. We will next issue updated guidance in the middle of November when we issue our nine months ended September 30 interim report. The other question that's been pre submitted was as of today, are you already generating revenues from Microsoft Bing And in line with our business plan for the year, we have already started generating modest amounts of revenues deriving from Microsoft Bing, primarily in a test environment as we hopefully clearly laid out when we announced the Microsoft Bing contract in the first half of this year. There is a test phase, a sandbox phase that one needs to get through to ensure that all the technical specifications are up and running. And so far so good. We're in line with our plan, modest amounts of revenues are starting to be generated, but I should stress that it is early days and that is mainly in a test environment. So all in line with plan and we hope to have a more substantive update for you in respect of the contract with Microsoft Bing later this year.

7:36 Great. Thanks, Billy. So any more questions come in or can we move on? No further questions have been submitted at this point. And, of course, if any do come through, we'll make those available to you in the q and a tab. Good stuff. Okay. Well, thank you very much for the people who did submit questions. So having answered those, I'd now like to start the formal proceedings of this general meeting. The notice of the meeting together with explanatory notes was sent to shareholders on the 09/07/2023 and has been published on the company website. Accordingly, the requisite notice of the meeting has been given. I propose that with your consent, the notice of the meeting should be taken as read.

8:22 Is that agreed? Okay. I'll take that as agreed. Thank you very much. So voting procedures. 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. Accordingly, in accordance with article 17.1 of the articles of association of the company

8:54 of the resolutions be taken on a poll. I can confirm that the company's received a report from its registrars detailing the total numbers of votes cast by members in respect of the resolutions proposed on a poll basis. I'm appointing Maria Abraham from Link, the company's registrars, to act as scrutineers. A summary of each resolution will be shown on the screen before I put each resolution to the vote. When you registered before the meeting today, each shareholder, proxy, and corporate representative will have been issued with a poll card marked with their name. If there is anyone who thinks they should have a poll card but does not, please raise your hand electronically, I guess, and our registrars will attend to you.

9:44 I should mention that for those shareholders who have already launched the 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 against the proposed resolution or you may withhold your vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or 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? Once all votes have been taken on the resolutions, please would you sign the poll card, hand it over to the representatives from Link, our registrar.

10:31 Should you require any further assistance, our registrars will be happy to assist you. 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. So resolutions. We'll now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of these resolutions is set out in the notice of the meeting, a copy of which you will have received already. Resolutions one to two are proposed as special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution.

11:21 So item 10. Resolution to change the name of the company. This is resolution one. The first resolution is to change the name of the company from Central Net Group PLC to TEAM INTERNET GROUP PLC. I now propose that the company name be changed to TEAM INTERNET GROUP PLC. As I explained, to vote, please, would you 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.

12:08 Resolution to approve the final dividend. This is resolution two. The second resolution is to undertake a cancellation of the company's share premium reserve and thereby increase the company's distributable reserves. I should now like to propose that the company's share premium accounts of 98,529,000 US dollars be canceled. Will you vote now? I declare the poll closed. So So as far as I'm aware, it's now concluding remarks. That concludes the business of this meeting. I thank you all for your interest and attendance and declare the meeting closed.

12:59 The results of the meeting will be announced to the markets through our regulatory information service and posted on our website as soon as practical. Thank you very much. Ian, Michael, Billy, if I may just jump back in there. Thank you very much indeed to the Board for updating attendees online this morning. Could I please ask attendees online not to close this session as you'll now be automatically redirected for the opportunity to provide your feedback in order that the board can better understand your views and expectations? This may take a few moments to complete, but I'm sure it'll be greatly valued by the company. On behalf of the board of Central NIC Group PLC, we would like to thank you for attending today's general meeting. That now concludes today's session. So good morning to you all. Thanks, everybody. Thank you.