Nahl Group (LSE:NAH) — Annual General Meeting

0:00 Good morning, and welcome to the NAHL GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. The company today will only be taking questions to those present in the room. I'd now like to hand you to Tim Aspinall, chair. Good morning, sir. Good morning, everyone, and welcome to the twenty twenty six annual general meeting of NAHL GROUP PLC. I'm Tim Aspinall, chair of the board, and with me today are James Ceralis, our CEO Chris Hyun, our CFO and Brian Phillips, chair of the remuneration committee. A quorum is present, and I declare the meeting formally open. Now anyone joining via the investor meet company platform is reminded that they're able to observe proceedings only and are not able to vote or ask questions or otherwise participate in the meeting.

0:52 The notice calling this meeting was dispatched to all members on the 05/29/2026. And accordingly, the requisite notice has been given. You may wish to follow the proceedings of this meeting by referring to that notice. Before we turn to the formal business set out in the notice, I'd like to draw your attention to the trading update that the company issued this morning as an RNS on the London Stock Exchange and also on our website, and I'll just read the relevant sections from it. I'm pleased to confirm the positive trading momentum recorded in the first quarter of twenty twenty six has continued into the second quarter of twenty twenty six.

1:38 As a result, the board remains confident in delivering a full year outturn in line with management's expectations. The group has continued to improve cash conversion, profitability, and revenue growth throughout the first half, building on the progress made in the financial year ended 12/31/2025. As previously reported, due to the expected lower number of settlements in national accident law and the reduction in the size of its claim book, we expect lower levels of cash generation, profitability, and revenue in the second half of the current financial year, albeit management's full year expectations remain unchanged.

2:25 I want to reiterate that the board are hard at work and actively exploring suitable options to accelerate value for shareholders and appropriate capital allocation. Whilst we recognize the ongoing uncertainty of this process, we are striving to reach a conclusion and be able to provide an update on progress as soon as possible, bearing in mind not just regulatory requirements but commercial factors too. I would also like to take this opportunity on behalf of the board to thank our shareholders for their continued support and engagement. So we're now going to move to the formal business of the meeting. An explanatory note on each of the 13 resolutions to be voted on today is given in the notice, so I don't propose explaining all the resolutions in detail.

3:20 The first 10 resolutions are proposed as ordinary resolutions and require majority of votes cast in favor to be passed. Resolutions 11 to 13 are proposed as special resolutions and require a majority of not less than 75% of votes cast in favor to be passed. As set out in the notice, it was strongly recommended that shareholders appoint, myself as chair of the meeting as their proxy to vote on their behalf. For information of those watching online, I've been informed by MUFG Corporate Markets, our registrar, that over 99% of voting instructions received prior to the meeting were in favor of all the resolutions.

4:07 Now voting today will be done as usual by way of a show of hands of all those in attendance in line with the company in line with the law and company's constitution. As I attend today as proxy for a number of shareholders, where I've been appointed by different shareholders to vote in different ways on the resolution, I will have one vote for and one vote against the resolution. So I'll be voting for and against each resolution. We now we will now proceed to vote on the resolutions, I formally proposed in the meeting. So first of all, I propose resolution one, which is to receive the annual report and accounts of the company and the auditors report on those reports and accounts for the year ended 12/31/2025.

4:57 So I can ask, people, to raise their hands in, to vote. Those in favor? Those against? Thank you. I declare that resolution carried. I now propose resolution two to approve on an advisory basis the director's remuneration report, which can be found on pages 58 to 62 in the annual report and accounts. Please your please please raise your hands to vote. Those in favor? Those against? Thank you. I declare the resolution carried. I now propose resolution three to appoint our external auditors for this Mazars LLP to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting.

5:46 Please again raise your hands to vote those in favor. Those against. Thank you. I declare the resolution carried. I now propose resolution four, which is to authorize the directors to determine the remuneration of the auditors of the company. Please raise your hands to vote. Those in favor, those against. Thank you. I declare that resolution carried. We may now move to resolution five to reappoint myself as director of the company. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. And now I propose resolution six to appoint James Ceralis as director of the company. Please raise your hands to vote. Those in favor?

6:36 Those against? Thank you. I declare that resolution carried. And I propose resolution seven to reappoint Chris Hyam as director of the company. Please raise your hands to vote. Those in favor? Those against? I declare that resolution carried. We now, we I now propose resolution eight, which is to appoint Sally Tillery, who sadly can't be here today, as director of the company. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. I now propose resolution nine to reappoint Brian Phillips as director of the company. Please raise your hands to vote. Those in favor and those against.

7:24 I declare that resolution carried. I now propose resolution 10 dealing with the renewal of the director's authority to allot shares in line with institutional shareholder guidance. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. I now propose resolution 11 to renew the director's annual authority to allot shares in the company for cash without making an offer to shareholders. Please raise your hands to vote. Those in favor? Those against, I declare that resolution carried. And I propose resolution 12, which relates to a further disapplication of statutory preemption rights.

8:13 These were in addition to that proposed to be granted by resolution 11, which should be used only for the purposes of financing or refinancing transactions, which directors determine in each case to be an acquisition or specified capital investment. Please raise your hands to vote. Those in favor and those against, I declare that resolution carried. And finally, I propose resolution 13 to renew the authority of the company to purchase its own shares. Please raise your hands to vote. Those in favor, those against, I declare that resolution carried. So that concludes the formal business of the AGM. The final results of the voting will be published via an RNS later today. We will also publish the results on our website.

9:08 So that concludes the NAHL GROUP PLC twenty twenty six annual general meeting. To our shareholders, on behalf of the board, I'd like to thank you for your continued support. That brings the meeting to an end. Thank you. That's great. Thank you for updating attendees today. On behalf of the board of NAHL GROUP PLC, we'd like to thank you for attending today's annual general meeting, and good morning to you all.