B.P. Marsh & Partners (LSE:BPM) — Annual General Meeting

0:00 Yeah. We'll start in a second. Kind of to remind you to have your phones on silent, and there's no planned fire alarm today. So if it goes off, please follow the signs. Thank you very much indeed. And to those online, feel free to submit any questions just using the Q and A tab situated on the right hand corner of your screen. You are now live. We'll hand over to the presenting team this morning. Thank you.

0:25 Good morning, Welcome to our shareholders and visitors. I'd like to welcome you to the BPMARSH and PARTNERS PLC Annual General Meeting. I'd like to welcome shareholders who are viewing the meeting electronically as well as those present in person here today. I'm Dan Topping, chief investment officer of BPMARSH and PLC and chair of this meeting. I'd also like to introduce Francesca Chappell, our chief finance officer, and Ruth Pearson, our general counsel and company secretary. As we recently gave an investor meet company presentation following our year end 01/31/2025 annual results, we are not going to present again on our annual results. The recording of 06/10/2025 presentation remains available on the IMC portal. We will, however, deal with questions you may have after the formal business of the meeting. It's now just after 11AM, so I will commence.

1:13 Quorum. As we have a quorum, I now declare the meeting open. Practicalities, I'm pleased to inform you that the meeting today is being recorded and livestreamed so that shareholders and other stakeholders who cannot be present can view it on the company's profile on Investor Me company, both live and as a recording in their own time. By way of a reminder, shareholders of viewing AGM online will not be participating in the voting of resolutions and will, have submitted their votes by proxy in advance of the meeting. Notice. Ladies and gentlemen, I would now like to start the formal proceedings of the annual general meeting. The notice of annual general meeting together with explanatory notes was posted to Shell's on 06/24/2025. Accordingly, the requisite notice of the meeting has been given. I propose, therefore, that with your consent, the notice of the meeting should be taken as read. Is that agreed?

2:01 Agreed. Thank you. To accurately reflect the views of shareholders, the company voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision making of the company and have their votes recorded in proportion to the number of shares they hold. I'm appointing the liquidity group, the company's registrar, to act as scrutineers. A summary of each resolution will be shown on the screen, together with a breakdown of the proxy votes we have received thus far before I put each resolution to the vote. As it will take some time to complete the poll procedure, the final results of the voting, including 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.

2:46 You have three options for each resolution. You can vote for the proposed resolution against the proposed resolution, or you may withhold the vote. A vote withheld is not a vote in law and will not be counted in the calculation of proportion of the votes for or against 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 and hand your completed card to Root Pearson. Should you require any further assistance, our registrars or Root Pearson will be happy to assist you. With your permission, ladies and gentlemen, I should like proceed by dealing with the formal business of the meeting at the outset the form moving on to any questions. Unless anyone has any questions relating to a specific resolution, in which case, raise them now.

3:33 Thank you. We will now proceed to vote on the resolutions which are formally proposed at the meeting. The full text of each of the resolutions is set out in the notes of the meeting, a copy of which you'll have received. Resolutions one through 12 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions thirteen and fourteen have proposed special resolutions, which to be passed require a majority of 75% in favor of the resolution. Resolution one, to receive and adopt the audited financial statements of the company for the financial year ended 01/31/2025 together with the report of directors and the report of the auditors. I now propose that the annual report and accounts for the year ended 01/31/2025 be received and adopted together with the annual report of the directors and the report of the auditors.

4:22 As explained to vote, 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? These instructions apply to all resolutions and will not be repeated going forward. Thank you.

4:40 I declare the poll closed. Poll now closed. Subject to confirmation by a registrar, the resolution is carried. Resolution two. The second resolution is to approve the report of the remuneration committee. I now propose to receive and approve the report of the remuneration committee as set out on pages 33 to 38 of the company's report and accounts for the financial year ended 01/31/2025.

5:11 I declare the poll closed subject to confirmation by our registrars. The resolution is carried. Resolution three, to declare a final dividend of 6.78p per share, per ordinary share as recommended by the directors. If approved, the recommended final dividend will be payable on July 25 to all shareholders on the register of members at the close of business on the record date of 06/27/2025. I therefore propose to approve final dividend of 6.7p $7.08 pence per ordinary share. I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Resolution four. The fourth item on the agenda is the reappointment of mister Brian Marsh, the director of the company. I therefore propose to reelect mister Brian Marsh as the director of the company.

6:02 Will you please vote now?

6:10 I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Resolution five, fifth item on the agenda is to the reappointment of miss Alice Fox, the director of the company. I therefore propose to reelect miss Alice Fox, the director of the company. Will you please vote now?

6:28 I declare the poll closed subject to confirmation by our registrars. The resolution is carried. Resolution six, the sixth item on the agenda is the reappointment of myself as a director of the company. I therefore propose to reelect mister Daniel Toffing as a director of the company. Will you please vote now? I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Resolution seven, the seventh item on the agenda is the reappointment of mister Pankaj as a director of the company. I therefore propose to reelect mister Pankaj Lakhani as the director of the company. Will you please vote now?

7:09 I declare the poll closed subject to confirmation by our registrars. The resolution is carried. Resolution eight. Big item on the agenda is the reappointment of miss Nick Carter as a director of the company. I therefore propose to reelect miss Nick Carter as a director of the company.

7:27 Will you please vote now?

7:32 I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Resolution nine, the ninth item on the agenda is the appointment of miss Francesca Chapel as a director of the company. I therefore propose to elect missus Francesca Chapel as a director of the company. Will you please vote now?

7:55 I declare the poll closed subject to confirmation by our registrars. The resolution is carried. Resolution 10, to re to appoint RSM UK Order LLP as orders of the company until the conclusion of the next general meeting before which the accounts are laid. I therefore propose to appoint RSM UK order LLP as orders of the company until the conclusion of the next general meeting before which accounts are laid. I declare the poll closed. Subject to confirmation by our registrar, the resolution is carried. Resolution 11. The eleventh item on the agenda is to authorize the director of the company to determine the remuneration of the auditors. I therefore propose to authorize the directors to determine the remuneration of RSM UK or the LLP.

8:48 I declare the poll closed, subject to confirmation by our registrars. The resolution is carried. Resolution 12. The 12 fights on the agenda is to authorize the directors pursuant to and in accordance with section five five one of the Companies Act 2006. The act generally and unconditionally to excise all the powers of the company to allow ordinary shares or grant rights to subscribe for or to convert any securities into shares in the company up to a nominal amount of £1,236,666.66. I therefore proposed to authorize the directors pursuant to and in accordance with the section five five one of the company's act 2,006 to allot ordinary shares or grant rights to subscribe for or to convert any securities into shares in the company up to the nominal amount previously mentioned.

9:39 Question. Yes. A question regarding resolution 12. Obviously, given the level of cash within BPMARSH and PARTNERS, why is this felt this is still required, say, for the next year? In terms of that amount as opposed to increasing it? I think it's prudent at this stage, but the amount's always under review and will remain being opportunistic as a company should it require anything over and above this, that would sit outside the ordinary course of business. I suppose this we see this as safe harbor for the shareholders that we won't go out and do anything perhaps outside of this without coming back to them as required by the Companies Act. Thank you.

10:22 Resolution 13. I think it's resolution 13. The thirteenth item on the agenda is the granting of authority to allow the company to allot equity securities wholly for cash pursuant to the authority given in resolution 12, which is proposed as a special resolution. I therefore propose to authorize and empower the directors subject to the passing of resolution 12 above in accordance with the company's act to allot equity securities either in connection with a preemptive offer or if not up to an aggregate amount of a £185,500, disregarding preemption rights, such power to expire at the conclusion of the next annual general meeting of the company on or or on 07/31/2026, whichever is the earlier. Will you please vote now?

11:10 Okay. The poll closed. Subject to confirmation by our registrars, the resolution is carried. Okay. Thank you very much. I've got about six questions. One is within the annual report as reference to the secretary place placing which removed half of the relevant shareholding. I would assume the sixty day lockup is about due. Therefore, are there any further proposals from the now smaller share count?

11:49 The dealing with the detail, but I believe the lockup ended on the July 8, so that sixty day lockup is is now over. At this stage, all I would say is that we're in constant dialogue with our advisers at Singer and Panmure as regards the 989.8% shareholding, owned by Ardona. And we, at this position, don't have any update, but clearly, we're aware of it and acting in the best long term interest of the company. If anything were to arise that we thought was in the best long term interest of the company, we we would we would act upon it in accordance with the company's act and any other regulations that we do. But at this stage, the lockup's just ended. We've just done our AGM.

12:31 We'll have to wait and see ultimately it's at the discretion of our donors regardless of what they do for their own best interest. Understood. Thank you. One second question I have is, obviously, if does the company have any rules in terms of if an investment was ironically so successful, it, for example, reached half the value of the business or more than that, are there any rules or restrictions, that say you cannot do that? Short answer, no. But that being said, if that were to happen, as was the case with Hyperion in the mid, twin twenty tens where it did account for about, we'll say, 60% of the overall NAV, it did come under, you know, significant board and investment level oversight to make sure that our exposure was managed and monitored.

13:26 But, ultimately, we wouldn't want to be forced into selling a very successful investment and given the size of the NAV if a company

13:33 within the portfolio went to 50 or 60% of NAV. We feel it was doing pretty well, but we would, you know, ensure that there was a requisite oversight on that portfolio company to make sure that we were aware of the risk it posed from a systemic standpoint to BPMarge given the the size of it, you know, to our NAV. Okay. My third question is, clearly, there are a number of investments. Are there any views on investments, say, on on any individual investments if, say, they start competing against each other? I mean, the market's so large. I don't necessarily expect that to happen. Are there any views if that did happen?

14:17 It actually has happened. But before within the portfolio, it's not something that we encourage. But that being said, we're minority investors. So, you know, if they're competing over businesses for the, relevant investee company to put their best foot forward and present their case to why they should win that business as opposed to other portfolio company, whether they win the business won't be down to BPMark being a shareholder. Broadly speaking, all our shareholdings sit in that minority spot between generally 20 to 40%. So it's not like, if, for example, we did have a majority position versus a minority, you could see the creation of a sort of moral hazard of saying, well, why don't we favor the one that we own more of? But because we don't do that, it's something that we've observed, but it's never involved us. Okay. Thank you.

15:10 Within the market commentary, it talks about softening rates due to competition grade capacity. Yeah. Have those suffering rates had any effect on any of BPMARSH's investments and or the valuations used on those investments? Not materially. So there are we are seeing rates soften in various parts of the market. I'd say predominantly North American properties, you know, seeing significant softening. That being said, because of the way we invest or our focus to investing on early stage and start ups, even if rates are softening, generally speaking, it's new business for our portfolio companies, and they can be opportunistic, especially in, you know, some areas. For example, one underwriting agency is is seeing more business at rates that it's prepared to underwrite at compared to other markets that had been on it in prior years where they've written it x percent renewals coming in at 75% of x or 50% of x, and they can't justify that to their underwriting committee. So I've had to come off risk or scale back their line on that risk. And therefore, that provides opportunities for our portfolio companies or does provide an opportunity for our portfolio companies to step in. So if we were investing in larger, more mature businesses that we've seen grow significantly over the last three years, that would

16:41 probably be a a concern for us in as much as was the growth organic or was it in fact as a benefit of premium rates going up with the same level of work they've done now. If that were to go the other way and see seven years of of softening premiums, then it it it could be a challenge, but because of our focus, it and we don't take balance sheet risk of bit investing insurers. A byproduct of softening rate is there is greater capacity within the market. So we feel that our portfolio companies on the broker or underwriting side should be beneficiaries of that excess capacity for them to underwrite on behalf of the carriers. Okay. Thank you. My final two questions are on new investments. So the first one is IOPARTNERS.

17:32 I accept this relative pretty recent. It's Yeah. Any progress on that? How does it go? Because it is a non insurance business. It is. In terms of progress, it's completed two acquisitions. There's a few few coming down the turnpike. We finished in quite well. So in very early stages, but whilst it's a departure from our investments in insurance distribution, it's still close to our fundamental approach of, you know, backing the right partners. And we see the management running IO as as as good partners, who understand their business, the shareholder partners in Janice Henderson as as good partners to invest alongside.

18:18 And also, James Cabrey, who's a CEO co CEO of Titan, which bought NEBC from us. He's also a shareholder in IO, and we've had good deals with that. As you've seen, not to make to IO. We we renegotiated the terms of the deferred consideration with any of these in a spare with Titan. The performance criteria attached to that has been taken away such that we've got a guaranteed payment on those deferred consideration payments in the first 5,900,000 was received in in June of this year, and there's further amounts north of 10,000,000 that we anticipate over the course of '26 and '27. So with the partnership with Titan and flexing the terms of deferred consideration and looking at IO, we thought it was actually, you know, always somewhat of a a typical approach to BPM and Archie putting these bespoke investment proposals together in, you know, financial services, backing good people in partnership with them and other shareholders.

19:19 Thank you. And my last question is Omega's specialty. Obviously, that's just starting. I'm aware as a gentleman, Adam So Adam Kenbrook was managing director of Nexus North America. We had a a a very successful investment in Nexus, which became Kentro. We sold that to Brown and Brown. Obviously, we're all acquisition, so not everybody fits in, and there are departures, new arrivals. Adam, honoring his, contractual obligations was a departure. He came to us and said, look. I enjoyed the partnership with BPMARSH. I think I've got a plan, I think you'll understand, focusing on specialty underwriting in a similar vein to what he previously experienced as his prior employment.

20:09 We saw it as credible. There are other shareholders that we invested alongside that we previously invested alongside in an area of business that we like and we understand very well. And as such, whilst it's very early stages, we see a significant upside potential in going forward. Okay. Thank you very much. I think the the one or two questions by IMC, but given we dealt with them in the room, what I propose on that is that we will provide written responses as soon as practical, those via IMC and on our website. So any question on the board will will be dealt with and not ignored. The meeting of the matter.

20:55 Closing remarks. That concludes the business of this meeting. I thank you all for your interest and attendance and declare the meeting closed. Confirmation of the final results of the meeting will be announced to the market through our regulatory information service and posted on our website as soon as practical. Thank you very much indeed to the company and to investors for joining us online. That now concludes today's session. We'll redirect you for your feedback.