Carclo (LSE:CAR) — Annual General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the CARCLO PLC 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 via the Q and A tab situated on the right hand corner of your screen. Please simply type in your questions at any time 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 Best to Meet company platform. I'd now like to hand over to Executive Chairman, Nick Sanders. Good morning. Thank you. Good morning, everybody. And it's very good

0:31 to see people here in person, after the pandemic and also for the first time to have, investors joining us online as well. So it's now 11:30, and we have a sufficient number of members present so that we can start today's proceedings and declare the twenty twenty annual general meeting open. As always already been said, I'm Nick Sanders. I'm the executive chair of CARCLO PLC. And as I said, this is our first hybrid AGM. So we look forward to your feedback on that and how how it goes. So I'm pleased to help welcome you all here to Milton Gate and for those of you joining us virtually on the investor meets company platform.

1:16 Before we begin, there are a couple of housekeeping points to mention. First of firstly, could I ask that everybody switches off their mobile phones or puts them on silent so that we don't get any interruptions? Secondly, I'm advised that there are no planned fire alarms or tests today, during the meeting. Therefore, if an alarm does sound, please head down the corridor straight towards the toilets, which is down that way, and turn left to exit the building. Huddl Shore, Goddard staff will be on hand to assist with any evacuation should it be necessary. For those of who joined virtually via the investor meets company platform, your microphones have been muted to avoid any unnecessary interruptions.

2:02 If you have any questions for the board, you'll be able to submit these at any time during the AGM. The board will respond to any questions submitted, if not during the meeting, by responding via the platform. So to introduce our board today, I'm joined by my fellow directors, and I'd like to introduce them to you briefly before we begin. Starting with my immediate right is our senior independent director and remuneration committee chair, Joe Oatley. Next to Joe is Angie Wakes, who is our company secretary. To my left is Phil White, the group CFO, Frank Dorenbosch, who is currently acting as a consultant to the business, and Eric Hutchinson, is a nonexecutive director and audit committee chair.

2:48 So getting down to the business of of the meeting, as for many companies, the impact of the pandemic has been continued to be felt throughout the year. In the latter part of the year, the war in Ukraine has resulted in added uncertainty. Our priorities have been to ensure the safety and well-being of our people and the communities that we operate in and to safeguard the long term sustainability of the business. Despite these challenges, I'm pleased to report that the group has delivered a significant year on year growth in sales and underlying operating profit and a significant reduction in the pension deficit. Ladies and gentlemen, we will allow time for questions in the meeting. However, we will move forward to the formal businesses today's meeting. The notice of the AGM is set out on page three and page four of the circular.

3:39 With your permission, I would like to take the notice concerning the meeting as read.

3:46 K. Thank you. The notice of meeting includes 14 items of business for your consideration today. An explanation of each of these is included in the circular. In summary, the first two resolutions involve the approval of the receipt of the 2022 annual report and accounts, including the annual statement by the chair of the remuneration committee and annual report on directors' remuneration. In accordance with best practices best practice resolutions number three to seven concern the reelection of the directors. We've provided additional information about the directors seeking reelection on pages nine to 11 of the circular. Resolution 10 relates to the amendments to the rules of the CARCLO PLC performance share plan.

4:33 The amendment is summarized in the explanatory notes of the to the business of the AGM on page seven and relate to the removal of the 5% in ten year dilution limit that is currently contained in the rules of the PSP in respect to discretionary share plans. The remaining resolutions are our standard approval of authorization resolutions relating to the reappointment of our auditors and the authorization to determine their remuneration, allotment of shares, and disapplication of preemption rights, purchase of own shares and holdings of general meetings other than the AGM on shorter notice. For information purposes, please find on your chair a note showing the closing proxy voting figures.

5:22 These indicate before, against, and withheld figures for each of the resolutions set out in the notice of the meeting. This can be viewed on screen by the investor meeting company platform. I'm delighted to announce that all proxy votes received were overwhelmingly for the resolutions and would like to thank all shareholders for their continuing support.

5:44 I would now offer all shareholders, their appointed those appointed as proxies and any corporate representatives the opportunity to ask questions. If you would like to ask a question on any of the resolutions proposed at today's meeting, please raise your hand. Please tell us your name and, if relevant, who you represent. We will also answer any questions that you have previously submitted by the investor meets company platform. Thank you, sir. My name's Bill Hall. I'm small shareholder. I just got one question on the reappointment of mister Oakley. He doesn't own any shares in the company. I was wondering if any explanation why that is given most of our small shareholders think it's shares are well, that's more than what they are at the moment.

6:30 Let me comment on that first, and I'll let Joe to to to to to comment as well. Joe is the longest serving member of the board. He's been on the board and and been absolutely integral in in in in in re reshaping the board and and getting the business pointing in the right direction. So, know, Joe is a very important part of the team. And as the longest serving director, it's appropriate that he's the senior independent as well. Joe, do you wanna comment? Yeah. In terms of me posting company shares, you're right. I'm I'm not a shareholder at the moment. That's not to say I won't be in the future, but in terms of my personal finances and when I buy and and sell shares, it's not been right for me to do it up till now.

7:17 You have £50,000 a year.

7:21 Couldn't sell that money to buy shares in CARCLO. Yeah. It it it can. I think my my my entire focus for most has been on my time with CARCLO and helping the business, first of all, survive, which is I I don't know how long you've been a shareholder. If you've been more than a couple of years, you know, we had some difficulties, and we got through that. And, subsequently, putting all my efforts into making sure we're performing. Well, I'm some shareholder in quite a long time, not as long as you've involved with. Seeing the other directors buy shares on the company, that has given me faith to stick with this share. Good. I think we'll know at that point then. Okay. Thank you. Any other questions? Any questions from the room? K. Sorry. One tiny question. My name is Robert Robert Robert Born. I know you've been unable and haven't paid for a long time dividends. Mhmm.

8:07 What is the likely future possibility of paying dividends, please? So thank you. The position on that is is that in the short term, we can't because of the agreements that we have with the pension trustees to make the contributions contributions and about where any excess cash in the business gets allocated. So it it's something that we keep in view, and we discuss regularly with the pension trustees. So what I can say is it's not something that we can do in the immediate future, but, obviously, it's something we'd like to return to do as soon as we're able to do. And the key to do has been able to do that is to execute on our strategies of growing the the the the the the sales and the profits of both of the divisions, but also working on the reduction of the pension deficit as well. So all of those things play into our ability to to pay dividends. So I can't give you a date where I'll say, yes. We we we will we will resume that. But, certainly, our board intent is is that we resume it as soon as we can, but I don't think that's an imminent thing.

9:09 Thank you. Okay. If I may just turn to a question that's been submitted online, if I may, which reads as follows. Is the high level of debt sustainable as interest rates arise? Thank you. So we regularly look at our debt position. We look at the cost of servicing that debt, and we do sensitivity analysis regularly. And we discuss that with our banks. And so, yes, we think that the servicing that debt is affordable. Clearly, you know, we've modeled a range of outcomes. If inflate interest rates zoom up massively, we'll have to reassess that. But at the moment, yeah, we're comfortable that we can service the debt we've got within a decent range of sensitivities.

9:54 That's great. Well, that there are no further questions online. So if I may hand back to you. Thank you. Thank you. You. As there are no more questions, I shall explain the poll voting procedure. As noticed in the AGM as noted in the AGM circular, we shall be inviting you to vote on a poll rather than on a show of hands. Our shareholders on their proxies or their proxies or corporate representatives are entitled to vote on the poll. On registration, you should have been given a a polling card. You will need this polling card to vote. If you wish to vote on the poll in more than one capacity, for example, if you, excuse me, are a shareholder in your own right and have also been appointed as someone else's proxy, you will need a separate poll card for each capacity in which you vote.

10:44 If you need a further poll card, please raise your hand and one will be passed to you. Shareholders who are here today and have lodged proxies by 11:30 on Tuesday of this week need not complete a poll card unless they wish to change their vote. If you have cast a vote, a proxy vote in advance, and you decide to vote at the meeting, your votes at the meeting will supersede any proxy votes you may have already lodged. Many shareholders have already sent in a proxy appointing me to vote on their behalf. I will vote as they have instructed me. If they have given me discretion as to how to vote, I shall be voting in favor of the resolutions concerned on their behalf. If you do not have a poll card or need additional poll cards or a pen, please raise your hand now and a representative of our registrar team will come and assist you.

11:42 K. I think we're all good there. So now turning to the poll process itself. When the poll procedures commence, you should complete your polling card in the places indicated by inserting the full name of the shareholder and across in one of the spaces marked for, against, or withheld in respect of each of the resolutions. Please note that a withheld vote is not a vote in law and will not be counted as a vote for or against a resolution. If your vote is not being cast entirely one way in respect of all of your shares, you should enter the number of votes being cast alongside the separate process you insert for that resolution. If you're using the polling card to vote, only some of the shares registered in the shareholder's name, but not all of them, you should enter the number of shares you are voting with the card.

12:37 If you have any questions or need any assistance with filling in your card, please respect please speak to the representative of the registrar who will be available at the end of the meeting. The poll will remain open for ten minutes after I close the meeting. Are there any questions on the polling procedure? K. Thank you. As there are no more questions, I've now formally put to the meeting each of the resolutions as set out in the notice of meeting and declare the voting open. Once you have completed your cards, please ensure that you have signed them and hand them in to a representative of our registrar. The results of the poll will be determined by the registrar as scrutineer.

13:25 As this will take a little while, the results of the AGM will be announced to the London Stock Exchange and published on our website as soon as reasonably practicable. I would like to thank everyone for attending today's meeting and wish you a safe journey home. Our thanks also to those who've joined by the Investor Meets company platform. That concludes the meeting, and I declare the twenty twenty annual general meeting closed. The poll the poll will now remain open for ten minutes. You're invited to join the directors for light refreshments in the room immediately outside of the room of this meeting room. Room. Thank you. Mr. Chairman, thank you very much indeed. Could I please ask investors not to close this session as you'll now be automatically redirected to the opportunity to provide your feedback in order that the Board can better understand your views and expectations.

14:15 This will only take a few moments to complete, but I'm sure it be highly valued by the company. On behalf of the board of CARCLO PLC, we'd like to thank you for attending today's Annual General Meeting. I wish you all a very pleasant morning.