Croma Security Solutions Group (LSE:CSSG) — Annual General Meeting

0:01 Good morning, and welcome to the CROMA SECURITY SOLUTIONS GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees 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. Simply type in your questions 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 Meet company platform where it is appropriate to do so. I'd now like to hand you over to the Board of CROMA Securities. Good morning. Good morning, everybody. The time is now 10AM. And on the basis that a quorum of shareholders is present, we can proceed with business. I'd like to start by introducing you to the Board of Directors. We have myself, Barbara Joanne Hay Grosso, known as Joe Hay.

0:46 I am the nonexecutive director and today's chairman. Teodora Angelova Andriva, who is our CFO, and he's known as Teo. Roberto Michel Fiorentino is the chief executive, and Steven Naylor, who is with us via our team score, is our nonexecutive director. We'll now proceed with the formal business of the AGM. The formal notice of resolutions to be proposed at the AGM was posted to shareholders together with the annual reporting account on the November 7 and was made available on the company's website. Unless anyone objects, I propose to take the notice as read. When it comes to voting, can I ask that only those persons present as either a shareholder in their own name or as a proxy for a shareholder vote on the resolutions be proposed today?

1:40 If of interest, details of the proxy votes cast on the resolution resolutions, push it to the AGM when available on the company website. Ladies and gentlemen, resolution one, to receive the accounts. So this is the first resolution of the AGM. It's an ordinary resolution to receive the company's accounts for the financial year ended the 06/30/2023, and the director's report and the auditor's report on those accounts. Before proposing this resolution, are there any questions on the accounts? If there are no questions, I now put the resolution to the meeting and vote those in favor to raise their hands. Those against?

2:28 Thank you. I declare the resolution carried. Resolution number two to appoint the auditors. Resolution two is also an ordinary resolution, and it relates to the reappointment of our auditors, CLI Evening and Partners. Before proposing this quest this resolution, are there any questions? If there are no questions, then I put the resolution to the meeting and vote those in favor to raise their hands. Those against? Thank you. I declare the resolution carried. Resolution three, to authorize the directors to determine the auditors remuneration. This is also an ordinary resolution and relates to the remuneration of the auditors.

3:15 If there are no questions, I now put the resolution to the meeting and invite those in favor to raise their hands. Those against? Thank you. The resolution is carried. Resolution number four, the reelection of Theodora Angelova Andreva. Resolution four is also a re ordinary resolution to reelect Theo as a director. In accordance with the company's articles association, Theo is required to retire this year. It being the first annual meeting since her appointment by the directors. Being eligible, she offers herself for reelection. Those in favor, please raise your hands. Those against, I declare the resolution carried.

4:05 Resolution number five, the reelection of Barbara Joanne Hay Grosse, known as Joe Hague. Resolution five is an ordinary resolution to reelect Barbara Joanne Hay Grosse as a director. In accordance with the company's articles of association, Joe Hayvey is required to retire this year. It being the first annual meeting since her appointment by the directors being eligible, she offers herself for reelection. Those in favor, please raise your hands. Those against? Thank you. I declare the resolution carried. Resolution number six, the reelection of Stephen Naylor. This is also a resolution to reelect Stephen Naylor as a as a director.

4:51 In accordance with the company's articles of association, Stephen Naylor is required to retire this year, being the first annual general meeting since his appointment by the directors. Being eligible, he offers himself for reelection. Those in favor, please raise your hands. Those against? Thank you. I declare the resolution valid. Resolution number seven. Resolution seven is also an ordinary resolution to approve the final dividend of the year of 2.2p per share, payable to the shareholders on the register at close of business on the 12/01/2023. Those in favor, please raise your hands.

5:38 Those against, I declare the resolution carried. Resolution number eight, to authorize the directors to allot shares in the company. This is a special resolution. The resolution is split into two parts consistent with the current ADA guidelines. The first resolution seeks authority to allot what amounts to 33.33% of the issued share capital, and the second part sees authority for a further 33.3% of the issued share capital. But so far as the second part is concerned, the authority will only be exable where the shares are to be issued pursuant to a rights issue.

6:25 If granted, the authority to allow shares lasts until the next AGM. Before proposing this resolution, are there any questions?

6:38 If there are no questions, I therefore propose a resolution and invite those in favor to raise their hands. Those against, thank you. I declare the resolution carried. Resolution number nine. This is to disapply preemption rights on allotment of shares. This is also a special resolution to disapply the statutory preemption rights and to authorize the board to allot shares on a non preemptive basis. Again, if granted, this authority only lasts until next year's AGM. The probe posing this resolution, are there any questions?

7:21 There are no questions. I propose a resolution. In fact, those in favor to raise their hands. Those against? I declare the resolution carried. Resolution number 10, to authorize the company to market purchases. This is also a special resolution. It is to authorize the company to purchase its own shares. Again, if granted, this authority only lasts until next year's AGM. Before proposing this resolution, are there any questions? For no other questions, I propose the resolution invite those in favor to raise their hands. Those against?

8:08 I declare the resolution carried. Thank you very much, ladies and gentlemen. Before we close the meeting, we have some questions that have already been submitted, and I'd like to invite my executive team to answer those questions. Thank you, Joe. Welcome, everybody. My name is Roberto Fiorentino, as many of you are aware, the CEO of CROMA SECURITY SOLUTIONS, and sat next to me, Theodora, that was introduced at the beginning, our chief financial officer. We've only had one question, which is not terribly difficult, but I have a question that asks, as a company, where do we see the CROMA in five years' time in terms of size and turnover?

8:54 Not an easy question to answer in this current climate, but, of course, we have great ambitions and have demonstrated already what we're doing in the last year, and our plans are to continue doing exactly that. Clearly, the size of the business in five years is going to be dependent on a number of acquisitions that we make going forwards. Our appetite to make these acquisitions is very strong, and we are well positioned to do so. I think on that basis, we should say we do not have a limit to our ambitions to the size of the company that we may become in five years. And during that time, I expect to see a number of investments made to allow us to expand more rapidly as we gain traction.

9:43 So whilst we sit at 14 retail outlets today, I have no limit to seeing that number grow across every town and every city in The UK when the opportunity arises. We do not have any other questions at this moment in time, but should anyone submit any, we will do our very best to pick up. I'd like to thank everyone that's joined us today for our AGM, and I will hand back over to Investor Meet. Thank you. Thank you for update updating attendees today. Now please ask attendees not to close the session as you'll now be automatically redirected to provide your feedback in order that the board can better understand your views and expectations. This will only take a few moments to complete, and I'm sure will be greatly valued by the company. On behalf of the board of CROMA SECURITY SOLUTIONS GROUP PLC, we'd like to thank you for attending today's annual general meeting. Good morning to you all.