NAHL Group (LSE:NAH) — Annual General Meeting

0:01 Good morning, and welcome to the NAHL GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. I'd now like to hand you over to Tim Aspinall, non executive chair. Good morning, Shusur. Good morning, and welcome to the twenty twenty four 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 Hyam, our CFO Sally Tillery, Chair of the Audit and Risk Committee and Brian Phillips, Chair of the Remuneration Committee. The quorum is present, I therefore declare the meeting formally open. Now anyone joining via the investor meet company platform are reminded that they are able to observe proceedings only and are not able to vote, ask questions, or otherwise participate in the meeting.

0:55 The notice calling the meeting was dispatched to all members on the 05/30/2024, and accordingly, the requisite notice has been given. You may wish to follow the proceedings of this meeting by reference to the notice itself. 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. We're now going to read out the update for the meeting. In the five months to 05/31/2024, our law firm, National Accident Law or NAHL has performed well as it continues its development towards maturity with the expectation that this will ultimately generate higher profits for the group.

1:46 NAHL settled 19% more claims than in the equivalent period in 2023 and generated GBP 3,300,000 of cash from settlements, a 56 increase. The National Accident Helpline or NAH, as outlined in the final results on the 05/02/2024, during quarter one, we proactively reduced the number of inquiries that we generated by 30% to match the anticipated reduction in panel demand. This led to lower revenues than anticipated, offset in part by a 45% reduction in marketing spend.

2:32 This marketing reduction helps to limit the number of inquiries generated, and we achieved the anticipated lower inquiry acquisition cost, reflecting our agile operating model. In quarter two, NAH experienced a slow return in demand from its panel and consequently made the decision to place more work into LawTogether, our joint venture. In addition, Google completed a significant organic search algorithm change, which led to paid search becoming disproportionately expensive. To support our brand and market position, NAH continued to bid for inquiries at an elevated cost while taking other actions to improve our Google search position.

3:22 This has had the effect of significantly increasing our average inquiry acquisition cost in the short term, and NAH generated approximately 9,700 inquiries in the five months to 05/31/2024 and 33% fewer than the equivalent period in 2023. NAH had been forecasting a return to normalized levels of volume, cost and panel demand through June and July. However, recent results and additional external data are suggesting that this recovery will be slower and costs will remain higher for a longer period. While the Board expects these headwinds to be short term in nature, the personal injury business will at least breakeven in 2024.

4:13 This revenue and profit for the year are anticipated to be significantly lower than previously expected and will therefore have a material impact on current full year market expectations for the group. The Critical Care business has traded in line with expectations during the first five months of the year. We continue to explore a potential sale of Bush and Co. And whilst this process is still in the early stages and there can be no certainty that a sale of Bush and Co will occur, nor as to the terms or timing of such sale, we are engaging with potential buyers and have seen encouraging levels of interest to date. The Board will update shareholders on progress as appropriate.

5:02 The group expects to provide a trading update for the six months ending 06/30/2024 in early August twenty twenty four. So we'll now move on to the formal business of the meeting. An explanatory note on each of the 11 resolutions we voted on today is given in the notice, so I don't propose explaining all the resolutions in detail. The first eight resolutions are proposed as ordinary resolutions requiring a majority of votes cast in favor to be passed. Resolutions nine to 11 are proposed as special resolutions requiring 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 submitted their proxy voting instructions electronically or appointed the chair of the meeting as their proxy using a forward proxy to vote on their behalf.

6:02 Voting today will be done by way of a show of hands of those in attendance unless a poll is demanded. In line with the law and the 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 a resolution, I will have one vote for and one vote against that resolution. We'll now proceed to vote on the resolutions, which I will formally propose to the meeting. So I now 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 12/31/2023.

6:49 So please raise your hands to vote. Those in favor? Those against? I declare the resolution carried. I now propose resolution two, which is to approve the director's remuneration report, which can be found on pages 65 to 77 in the annual report and counts. Again, please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. We now move on to resolution three. I propose that, and it's to reappoint our external auditors, Mazars LLP, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting.

7:37 Please raise your hands to vote. And those in favor and those against, I declare the resolution carried. We now move to resolution four, and I propose that which is to authorize the directors to determine the remuneration of the auditors of the company. Again, please raise your hands to vote. Those in favor and those against. I now propose resolution five, which is to reappoint myself, Tim Aspinall, 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 six, which is to appoint James reappoint James Ceralis as director of the company.

8:26 Please raise your hands to vote. So those in favor and those against. Resolution two is carried. Now proposed resolution seven, which is to reappoint Brian Phillips as director of the company. So please raise your hands to vote. Those in favor and those against. Thank you. I declare that resolution carried. Now to resolution seven. This is our resolution eight, and that's 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? I declare that resolution carried. And I propose resolution nine, which is to renew the director's annual authority to allot shares in the company for cash without making an offer to shareholders.

9:19 Those in favor? Those against? Player the resolution carried. I'm now moving on moving on to resolution 10. I now propose resolution 10, which relates to a further dissapplication of statutory preemption rights. That's in addition to those proposed in resolution nine. These preemption rights would be used only for the purposes of financing or refinancing transactions, which the directors determine in each case to be an acquisition or specified capital investment. So please raise your hands to vote. Those in favor? Those against. Now even though the resolution has been carried on a show of hands by the requisite majority, to properly ascertain the opinion of shareholders on this resolution, particularly those who have lodged valid proxies, it's my duty to demand a poll on the resolution that's just being put to the meeting. And I should mention that I received proxy votes in respect of 17,260,576 ordinary shares in favor of that resolution and 8,970,320 ordinary shares against the resolution.

10:39 Accordingly, it's likely that this resolution will not be carried on the poll. So in accordance with the company's articles of association, therefore, I demand that a poll be taken on this resolution that's just being put to the meeting. And on a poll, each member present in person or by proxy shall have a vote for every share in which he or she is a shareholder. So I direct that the poll be taken immediately and that our company secretary be appointed to act as scrutineer. She will hand around pearl slips, which members and proxies should complete and sign as indicated. In the case of corporate members, the slip should be completed by their authorized representatives present at this meeting or by their proxy.

11:26 If you don't know the number of shares held by you, this may be left blank. In any event, the details will be checked against the registered members. Now when the poll procedure commits, you should insert in your poll card in the places indicated, first of all, the full name of the shareholder. Secondly, if you're using the poll card to vote on only some of the shares registered in the shareholder's name, but not all of them, the number of shares you are voting with the card, and thirdly, a cross in respect of the resolution to indicate that you're voting either for or against the resolution or withholding your vote. So to remind you, you have three options for the resolution. You can vote for it, you can vote against it, or you may withhold your vote.

12:16 A vote that is withheld is not a vote in law, and so won't be counted in the calculation portion of the votes for or against a resolution. I should mention that for those shareholders who have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their vote. If you wish to vote some shares for the resolution and other shares against it, you should also insert a relevant number of shares alongside the separate crosses that you insert for the resolution. You should then sign the card in the place indicated. So does anyone have any questions? No. No? Okay. So the poll will now commence, and there'll be a short interval in the proceedings whilst the bowl slips are distributed to and completed by members.

13:12 That's it? So the final report the final results of the poll will be determined by the scrutineer and this will take some time. And the results will be announced by RNS, the London Stock Exchange, as soon as practical.

14:19 We expect this to be sometime later today. So I now propose Resolution 11, and that's to renew the authority of the company to purchase its own shares. So please raise your hands to vote for this resolution. Those in favor? Those against? And I declare this final resolution carried. So that concludes the formal resolution sorry, that concludes the formal business of the AGM. Final results of the voting will, as I say, be published via an IRNS later today. We'll also publish the results on our website. We now normally move to questions that have been submitted by shareholders prior to the meeting, but none have been submitted, and so there are no questions to be answered.

15:08 That, therefore, concludes the NAHL GROUP PLC twenty twenty four Annual General Meeting. To all our shareholders, on behalf of the Board, I'd like to thank you for your continued support. That's goodbye from the board for this annual general meeting this year. Thank you very much. Perfect. Thank you very much for updating attendees today. Could I please ask attendees not to close this session as you now be automatically redirected to prod your feedback, and with the management team, we can better understand your views and expectations. 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.