FRP Advisory Group (LSE:FRP) — Annual General Meeting

0:00 Good morning, and welcome to the FRP ADVISORY GROUP PLC Annual General Meeting Proceedings. At this recorded meeting, attendees will be in listen only mode. Questions can be submitted at any time by the Q and A tab situated on the right hand corner of your screen. Just simply type in your question and press send. The company may not be in a position to answer every question received during the meeting itself. However, the company can review all questions submitted today and publish responses where it's appropriate to do so. I'd now like to hand you over to Penny Judd, Non Executive Chair. Good morning. Thank you, and welcome to everyone joining us. I confirm that we're correct. And accordingly, I'm pleased to be able to open the twenty twenty five Annual General Meeting of FRP ADVISORY GROUP PLC. Joining me are my fellow Board members, Geoff Rowley, Jeremy French, Gavin Jones, David Chubb, Catherine Fleming and Louise Jackson.

0:50 Before turning to the formal business of the meeting, I'd like to draw the meeting's attention to the trading update released at 7AM this morning, which read as follows. In the year thirty third April twenty twenty five, FRP delivered another year of profitable growth with positive contributions across all five service pillars. The group strategy, which is executed by our highly talented teams, focuses on driving organic growth complemented by selected acquisitions. In our first full year results announcement on 07/23/2025, we stated that trading and activity levels in the new financial year, FY 2026, had started positively, and we're pleased to confirm that this has continued.

1:37 In line with the company's quarterly dividend policy, Board is pleased to declare an interim dividend of 1p per eligible ordinary share for the first quarter of FY twenty twenty six. Q1 twenty twenty five is 0.95. The dividend paid on 12/19/2025 to shareholders on the register on 11/21/2025, with the ex dividend date being 11/20/2025. Trading in the year to date continues to be in line with the board's expectations. FY 2025 was an acquisitive year and the integration of recently acquired businesses, including one advisory group, has progressed as planned and all are performing in line with expectations.

2:26 The near and medium term outlook for our service pillars remains positive and we're confident of continued progress for the rest of the year. The company expects to announce a trading update for the six months to 10/31/2025 in mid November twenty twenty five. We have provided an opportunity for shareholders to submit questions in advance, and we will address these after the formal business meeting. The notice convening today's Annual General Meeting setting out the resolutions to be imposed and the related explanatory notes was posted to shareholders on 08/26/2025. Accordingly, the requisite notice of meeting has been given. With your consent, I propose that the notice of meeting should be taken as read.

3:14 For this meeting, in accordance with best practice and with my right to do so under article 50.1 of the company's articles of association, I'm directing that the votes be conducted on a poll. Poll cards were provided on arrival to those present and eligible to vote. I'll cast proxy votes held by me as I've been directed to in each mandate. I'm appointing the company secretary as scrutineer. Resolutions one to 13 are proposed as ordinary resolutions and resolutions 14 to 16 are special resolutions. Ordinary resolutions require a simple majority of votes to pass. Special resolutions require 75% or more votes to pass. You'll be voting on the basis of the full wording of each resolution as set out in the notice.

4:02 I also note that I'm holding proxy votes in favor of each resolution in excess of 75% in each case. I'll run through the resolutions briefly before formally placing them as a group. Resolutions one and two are to receive the 2025 annual report and accounts and direct remuneration report respectively. Resolutions three to nine address the appointment or reappointment of each of the directors of FRP. Resolutions ten and eleven seek approval for the reappointment of Fraudis Messrs LLP as the company's auditor and authority for the directors to fix the auditor's remuneration. Resolution 12 seeks your approval for a final dividend of $2.55 per share.

4:53 $2.55 p per share. Resolution 13 to 16 concerns share authorities. Resolution 13 will authorize directors to allot shares. Resolutions 14 to 15 will enable the allotment of shares free statutory preemption rights. Resolution 16 permits the company to buy back its shares in the market. All of these resolutions are limited as to the amount and duration of authority as set out in the notice. Having summarized all resolutions, I now propose each of resolutions one to 16 as set out in the notice.

5:33 I now declare the poll open. Please complete your poll cards by ticking the appropriate box against each resolution, completing your details, and signing the form. Please note that a vote withheld is not a voting law and will not be counted in the portion of votes for or against a resolution. Completed poll cards will be collected by the company secretary. While the poll is ongoing, we will move on to the q and a session. We did receive a couple of questions in advance. I'm going to hand over to Calvin, who's going to provide a response to those pre submitted questions. Thank you, Penny. I will now read out to both questions to give our view. The first question was, FRP frequently issues additional equity as consideration for acquisitions and staff compensation.

6:26 How does FRP's management view share buybacks? So first of all, we do issue equity on on acquisitions. One of the key reasons for that is to structure retention for those key people that we're combining with. In terms of FRP's capital allocation policy, we will absolutely review whether we put some more shares into our employee benefit trust. But also, depending on what our net cash is towards the end of the year, we will take advice and look at whether or not we do a share buyback program. So we note the shareholder shareholder questions, and we will review that. The second question, you've started the new financial year with more than 20% more heads year over year. This includes feelings.

7:12 Do you expect your utilization rates to remain at its usual level of the high sixties, or should we expect some dilution to this rate? Now we are only four months into this new financial year, and our utilization is around about the mid sixties. That can ebb and flow amongst the months. However, on a full year basis, we have no reason to think that this would not be high sixties on a full year basis. Penny? Thank you very much, Kevin. So, poll cards have been submitted, and I now declare poll closed. The results of the poll, including the exact figures and percentages, will be announced by RNS as soon as reasonably practical after the meeting.

8:06 This concludes the formal business of the meeting. There being no further business today, I declare the meeting closed. Thank you for your attendance, and we'll hand back to our organizer. Many thanks indeed to the Board for updating attendees today. Please ask attendees not to close the session as we automatically redirected to provide your feedback and all of the team can better understand your views and expectations. This will only take a few moments to complete and is greatly valued by the company. On behalf of the board of FRP ADVISORY GROUP PLC, we'd like to thank you for attending today's annual general meeting proceedings. That concludes today's session, and good morning to you all.