Capital (LSE:CAPD) — Annual General Meeting

0:02 Good morning, ladies and gentlemen, and welcome to the CAPITAL LIMITED Annual General Meeting. Throughout this recorded meeting, attendees online will be in listen only mode. Questions are encouraged and can be submitted at any time using the Q and A tab situated on the right hand corner of your screen. I'd now like to hand over to the Board from CAPITAL LIMITED. Good morning, Jamie.

0:22 Thank you very much, Mark, and good morning, everyone. My name is Jamie Boyden. I'm the chairman of CAPITAL LIMITED, and I'd like to welcome everyone to our annual general meeting. Quite a few people from CAPITAL, on the call today, so I'll just introduce some of the names you'll be hearing from. We have Peter Stokes, the company's CEO, dialing in from Nevada. We have David Avery, senior nonexecutive director. I didn't ask, but I'm assuming dialing in from Jersey. Catherine Appfork, our company secretary in London along with Rick Robson, our group CFO in London, and Connor Rowley, who's actually down in Perth at the moment, our corporate development head of corporate development and The agenda for today is I'll hand over to Peter. He is going to run through a brief slide presentation,

1:17 then over to Catherine to run through the resolutions. And at the end of the end of that process, if there are questions, Connor will fill the questions to the board. And on that note, I hand over to Peter. Thank you. Thank you, Jamie. Hello, everyone, and welcome to our Annual General Meeting. My name is Peter Stokes, CEO of CAPITAL. First slide is the normal disclaimers. I'd like to take you through the four pillar the five pillars that make up our organization as we continue to grow. I'm very excited about how our organization has developed over the last year. As we head into the future, we're setting ourselves up for continued growth across the organization. Key pillars are the capital drilling, which is the cornerstone of our business, where we've started and continues to be the majority of where we focused in the business.

2:13 We've had a number of new contract wins during the year and looking forward to continued growth into 2024. CAPITAL MINING, we've had the large Sukari contract in Egypt. We've had some further success during last year with the commencement of the Balinga project for Fortescue in Gabon. The labs business continues to grow at pace. We are continuing to be the largest provider of the Chrysos photon assay technology in the world and have expanded our footprint further across both Canada and Africa. Capital investments continues to be a very important part of our business, both from a growth in the assets that we are stakeholders in and importantly, to generate significant revenue for the broader business.

3:04 And as we introduced last year, the capital innovation component of the business continues to work through some exciting new technologies and practices that we'll talk about further over the coming months that will be released.

3:23 Underpinning our business is very strong margins. We continue to deliver best in class returns in margins across our business. Last year particularly was an exceptional year for our safety performance, a key cornerstone of the way we operate in our company. And it really is a right for us to be able to service the major customer base that we continue to focus on across our business, which I'll talk a bit further on. And we're positioned to benefit from the underinvestment in various sectors, particularly copper and gold. They're a large component of what we're doing in addition to the new work that we've been doing in iron ore and some lithium and other commodities that we continue to focus on.

4:08 Underpinning the business is a Tier one portfolio, blue chip large mining companies. We focus on near mine and brownfield development, blue chip miners with world class assets across Africa. And during last year, we announced the new work that we've started in Fort Barrack at Nevada gold mines, where I am at the moment. And we have a strong growth profile across the business with the balance sheet that sits under the business and also continues to drive strong valuations for our company.

4:47 The guidance for the business into 2024 is $355,000,000 to $375,000,000 For MSA Labs, we guided to 50,000,000 to $60,000,000 and CapEx for 2024 of 70,000,000 to $80,000,000 And you'll see on the right hand side the continued strong revenue growth in the business, which we're very excited to continue to see with growth of several major contracts during last year, including the start of RecoDiC in Pakistan, the Nevada contracts, which have kicked off early during this year and Gabon during last year for 40 skewers I mentioned. On that note, I'll hand over to Catherine, our company secretary, to take you through the resolutions.

5:36 Thank you, and I'll come back online for any questions that might come up at the end. Thanks, Cath. Thanks, Peter. Good morning, everyone. Now turning to the formal business of the meeting. The registrar has confirmed that the shareholders quorum is present for the meeting to proceed. This meeting has been convened to consider 13 ordinary resolutions and two special resolutions. Resolutions fourteen and fifteen are special resolutions, which require 75% or more of the votes cast for the motion to be carried. All other resolutions are ordinary resolutions and will be passed if more than 50% of the votes cast are in favor. The business of the meeting is confined to the consideration of the resolutions contained in the notice of the meeting dated the 05/02/2024.

6:22 If there are no objections, I propose taking the notice as read. It's intended that voting on all resolutions at this meeting will be conducted on a poll rather than a show of hands. A poll reflects the number of voting rights exercisable by each shareholder, and so the board considers it to be more democratic method of voting. A poll also ensures that the votes of shareholders who have appointed proxies are taken into account in the final voting results. I hereby call a poll in respect of all the resolutions. As it will take some time to complete the poll procedure, the final results of the voting, including the proxy votes on the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practical. When you registered your attendance, you will have been given a poll card which shareholders, proxies, and corporate representatives should complete and sign as indicated.

7:16 Shareholders are presented with three options for each resolution. You can vote for the proposed resolution, against the proposed resolution, or you may withhold your vote. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy vote will vote or abstain from voting at his or her discretion. Your proxy will vote or abstain from voting as he or she thinks fit in relation to any other matter which is put before the meeting. I should mention that for those shareholders who have already lodged a form, you do not need to complete a poll card unless you want to change your vote. Please complete your poll card by marking an x,

7:57 the appropriate box next to the relevant resolution, depending on how you wish to cast your vote. Please then sign the poll card and hand it to me as company secretary at the end of the meeting. Should you require any further assistance, I'll be happy to assist you. We will now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each resolution is set out in the notice to the meeting. Resolution one. The first resolution, as set out in the notice of the annual general meeting, is an ordinary resolution to receive and adopt the financial statements of the company for the year ended 12/31/2023, together with the reports of the directors and auditors.

8:35 I now propose that the financial statements of the company for the year ended December 31, together with the reports of the directors and auditors, be received and adopted. Will you please vote now?

8:50 I declare the poll closed. Resolution two. The second resolution is an ordinary resolution to receive and approve the director's remuneration report for the year ended 12/31/2023. I now propose the director's remuneration report for the year ended 12/31/2023 be received and approved. Will you please vote now?

9:15 I declare the poll closed. Resolutions three to 10 are ordinary resolutions to reelect each director of the company being Anu Dear, Alex Davidson, David Avery, Michael Rawlinson, Jamie Boyton, Peter Stokes, Brian Rudd, and Cassie Boggs. I now separately propose each of the resolutions three to 10 to reelect each of the directors just named.

9:38 Will you please vote on each resolution now?

9:46 I declare the poll closed. The eleventh resolution is an ordinary resolution to reappoint BDO LLP as auditor of the company. I now propose that BDO be reappointed as auditor of the company. Will you please vote now?

10:07 I declare the poll closed. The twelfth resolution is an ordinary resolution to authorize the directors to agree the auditors' remuneration. I now propose that the directors be authorized to agree the auditors' remuneration. Will you please vote now?

10:27 I declare the poll closed. Resolution 13 is seeking to grant authority to allot and issue common shares up to 33% of the existing share capital, the full wording of which is set out in the notice of the AGM. I now propose this resolution is passed. Will you please vote now?

10:49 I declare the poll closed. Resolution 14. This is a special resolution relating to authorizing the board of directors to issue shares for cash without the shares first being offered to existing shareholders in proportion to their existing holdings, provided that such issue does not exceed 5% of the existing issued share capital of the company. The full wording of this resolution is set out in the notice of the a g AGM. I'd now propose that this resolution is passed. Will you please vote now? I declare the poll closed. The fifteenth resolution is a special resolution to authorize the directors of the company to make market purchases of up to a maximum 19,625,712 common shares of the company, the full details of which are set out in the notice of AGM.

11:42 I now propose this resolution to be passed. Will you please vote now? I declare the poll closed. We will make an announcement of all final results of the meeting to the markets through our regulatory information service and post it on our website as soon as practicable. That concludes the voting from me. I will now pass over to Connor for any q and a. Thank you very much. Hi there. We just had one very late question come in, perhaps for Peter. Just asking about the the typical time frame it takes for MSA Labs to achieve profitability and maybe talking about the difference between MindSite and commercial labs.

12:36 Thanks, Connor. In the annual report, we described two types of of laboratories that we do with Chrysos. Typically with the Chrysos units, one called a commercial lab where we put a laboratory in a location that is not a mine site and we have multiple customers come in. In those labs, we typically would expect the Chrysos units to be getting towards capacity within six months of going live. On a mine site, we have committed volume from the customer and those laboratories pretty much within going live will become unprofitable. So typically in some of the and we talked about a couple of examples, somewhere like Kibali in the DRC for Barrick, that laboratory within a couple of months of going live became a profitable laboratory.

13:29 Val d'Or is a commercial lab we used as an example too, which took about six months to get to the volumes that we would expect for that laboratory to become profitable. Back to you, Connor. Thanks. So just one more question around, you know, buybacks and market activity. I mean, obviously, we're not gonna talk about intentions here, but what are our thoughts on capital allocation and buybacks? Rick, did you want to do that one? Or do you want me to? I'm happy to. I can overlay on your comments, Peter. Okay. So I guess, as Connor inferred, we'll certainly consider that during the year. In the annual report, talked about CAPITAL DI and we talked about some of those assets that we would look to, I guess, liquidate at the right time. We haven't made any commitments one way or the other, but we'd certainly be a key consideration as we look to sell down some of those assets and look to reinvest part of those funds.

14:38 Great. Thank you very much indeed. I think there are no further questions online. There are no questions from shareholders in the room. So to the Board of Capital, thank you very much indeed for updating shareholders this morning. Could Please ask attendees online not to close this session as we now automatically redirect you for the opportunity to provide your feedback in order that the board can better understand your views and expectations. Good morning to you all.