Power Probe (LSE:PWR) — Annual General Meeting

0:00 Good morning, and welcome to the POWER PROBE PLC Annual General Meeting. I'd now like to hand you over to the board. Good morning. Thank you very much, Lily. Ladies and gentlemen, my name is Michael Sherwin. And as Chairman, I'd like to welcome you to the twenty twenty six Annual General Meeting of POWER PROBE PLC. Before we move on to the formal business of the meeting, I'd like to introduce my colleagues from the Board. We have our two executive directors sat next to me, Cemma Garcia and Fabio Medina. And in the audience, we have our nonexecutive directors. We have Jackie Ipp, Cynthia Ellis and Colin Fielding. I'm also pleased to inform you that the meeting today is being live streamed and recorded so that shareholders and other stakeholders who can't be present can website in due course.

1:01 So thank you to IMC for that. As you may be aware, the company released an AGM update this morning covering the first five months of 2026 trading. Copies of the announcement have been distributed in the room should you wish to review that. As there are sufficient members either present in person or by corporate representative or by proxy to constitute a quorum, we can now deal with the business of the meeting. You will have received the annual report and financial statements for the year ended the 12/31/2025 together with the notice of meeting.

1:47 And with your permission, I'd like to take that notice as read. Does anybody have any objections? Thank you. So I'd like to suggest that during the formal business of the meeting, questions be restricted to points relating to each resolution as it is proposed? And then once the formal business of the meeting is over, I'd be happy to take any more general questions or any questions arising from this morning's AGM update. Does anybody have any objection to that? Thank you. So today's meeting will be conducted by a show of hands unless a poll is called. And I can report that 44,373,167 proxy votes have been given to the chairman and to the company's directors.

2:43 And of these, no proxy votes gave discretion and no votes were withheld. A summary of the proxy votes received, is available in the meeting room and will be published on the company's website later today. The first resolution, which is set out in the notice calling this meeting, is to receive the annual report and financial statements for the year ended 12/31/2025 and the reports of the directors and auditors thereof. I should be pleased to deal with any questions on the annual report of accounts. It would be helpful if any shareholder asking if we're we're aware aware the you're to receive we're the annual fact report and financial statements of the company for the year ended 12/31/2025 together with the reports of the directors and the auditors thereof.

3:51 Those in favor? Those against? And those upstate? Thank you. I declare the resolution carried as an ordinary resolution. Resolution two is an advisory vote to approve the director's remuneration report included in the company's annual report in compliance with the QCA compliance code principle nine. Does anybody have any questions relating to that resolution? With no questions, I now propose as an ordinary resolution to approve the directors' remuneration report contained on page 24 of the annual report and financial statements of the company for the year ended 12/31/2025.

4:49 Those in favor? Those against? Those up to date? Thank you. I declare that resolution carried as an ordinary resolution. The next two resolutions deal with the reappointment of the company's auditor and the authority directors to fix the auditor's remuneration. Are there any questions on those matters? As there are no questions, I now propose as an ordinary resolution to reappoint CRO UK LLP as auditors of the company to hold office until the conclusion of this meeting until the conclusion of the next annual general meeting at which the auditors the audited financial statements of the company are laid before the company.

5:44 Those in favor? Those against? Those upstanding? I declare that resolution carried as an ordinary resolution. And the next resolution, resolution four authorizes the directors to fix the remuneration of the auditors. Are there any questions? No. Those in favor? Those against? Any abstentions? Thank you. I declare that resolution carried as an ordinary resolution. The next six resolutions deal with the reelection of the company's directors, and a separate resolution in respect of each director will now be put to the meeting.

6:39 Does anybody have any questions relating to any of these resolutions? Thank you. As the next resolution relates to my appointment, I will now hand the chair of the meeting to Cemma for this resolution. Thank you, Mike. I now propose as an ordinary resolution to reelect Michael Sherwin as a director of the company. Those in favor? Those against? Those sustaining? Thank you. I declare the resolution carried as an ordinary resolution. I will now hand the chair of the meeting back to Michael Chairman.

7:26 Thank you very much, Jeff. If there are no more questions, I now propose as an ordinary resolution to reelect Jose Maria Garcia Riero, Cemma, as a director of the company. Those in favor? Those against. I raised my hands because there is one proxy against. Those upstate. Thank you. I declare the resolution carried as an ordinary resolution. I now declare resolution seven to reelect Fabio Posas Medina, our CFO, to my left, as a director of the company.

8:25 Those in favor? Those against? Those abstaining? Thank you. I declare the resolution carried as an ordinary resolution. I now move to resolution eight. And if there are no questions, I propose as an ordinary resolution to reelect Cynthia Helen Allis as the director of the company. Those in favor? Those against? Those outstanding? Thank you. I declare that resolution carried as an ordinary resolution of the company.

9:17 I'll now move to resolution nine, the reelection of Colin Fielding. If there are no questions, I would like to propose to reelect Colin James Fielding as a director of the company. Those in favor? Those against? Thank you. I now declare that resolution carried as an ordinary resolution of the company. Resolution 10 is the reelection of Jackie Ip. So I would like to propose resolution 10 to reelect Fu Wing Ip as a director of the company. Those in favor?

10:05 Those against? Those abstaining? Thank you. I declare that resolution carried as an ordinary resolution of the company. Resolution number 11 gives the directors authority to allot shares in the company. Are there any questions in connection with that resolution? I don't propose to read out the entire resolution, which is set out in the notice of the meeting. So I propose as an ordinary resolution that in accordance with section five fifty one of the Companies Act 2006, the directors of the company be generally and unconditionally authorized to unlock shares in the company or grant rights to subscribe for or to convert any security into shares in the company up to an aggregate nominal amount of £14,740.48 as set out in the notice of annual general meeting.

11:14 Those in favor, those against and those abstaining. Thank you. I declare that resolution carried as an ordinary resolution of the company. I shall now turn to the first of the two special resolutions being proposed at today's meeting. Resolution 12 is for shareholders to approve the disapplication of preemptive rights in respect to allotments that may be granted as a consequence of resolution 11. I don't propose to read out the entire resolution, which is set out in the notice of meeting. So I propose as a special resolution, resolution 12, that the directors be empowered pursuant to Section five seventy of the Companies Act 2006 to allot equity securities for cash pursuant to the authority conferred by Resolution 11.

12:21 As if section five sixty one of the Companies Act 2,006 did not apply to such allotment provided that this power shall be limited as set out in the notice of annual general meeting. Those in favor, those against and those outstanding. Thank you. I declare the resolution carried as a special resolution. And Resolution 13, again, special resolution asks for authority to allow the company to make market purchases of the company's ordinary shares. I don't propose to read out the entire resolution, which is set out in the notice of the meeting.

13:09 So I propose Resolution 13 as a special resolution that the company be generally and unconditionally authorized for the purposes of Section seven zero one of the Companies Act 2006 to make market purchases of ordinary shares of the in the share capital of the company on such terms and in such manner as the directors may from time to time determine subject to the conditions set out in the notice of the annual general meeting. Those in favor? Those against? Those abstain? Thank you. I declare resolution 13 carried as a special resolution.

14:00 So that concludes the formal business of the meeting. What I'd now like to do is deal with any questions either from the floor or from the IMC platform. So Jake, I think it's over to you for questions. Perfect. We have had a couple of questions coming online. And if I may just start off with the first question here, which is around gross margin. The h two twenty five gross margin percent was 37.5%, a 7.5 drop on FY '24. The annual report refers to the product mix and private label, but there was not an impact from tariffs in Taiwan. Can you please provide more color on the large drop in gross margin percent? Thank you very much I'm going to direct that question to Cemma Garcia, our chief executive.

14:51 Yeah. Even in 2025, we have, you know, the effect of the tariff. The the impact that we have in the margin is the effect of the market mix, especially for the private brand with one legacy account that is a general purpose tool that was a low margin. That, you know, especially, you know, due to the peak volume change, the weighted average margin and was, you know, the decrease. In terms of the tariff, the tariff, you know, considering the lead time that we have in replenishment is not, you know, impacting till beginning, you know, 2026. And in that moment, we have the effect of the price increase that we are sending to the market. So that is not, you know, really, you know, affected. It was related with the private brand. Thank you very much indeed, Cemma.

15:37 Perfect. Is another question here, which reads, approximately 550,000 devices were sold in FY twenty five. What is the planned production run rate for The US site in completion? Thank you very much. I'm going to point that one at Kemer as well. Yeah. Following the strategic plan, so the production capacity that we have in The U. S, considering that it's a dual source, we will be you know, keeping the made in Taiwan for some territories like the European one and some, you know, Latin American territories. For The US, we'll be covering 70% of the total revenue. And our investment in the production facility in The US will cover all this, and this is scalable going up to five years to cover the growth. So we will be, you know, having all the different technologies that are required to cover that, you know, 375,000 pieces and going up to, you know, the the growth that we are planning going forward.

16:39 You very much indeed, Chairman. There is just one final question we have And with the then then And Thank you very much indeed. I'm gonna point that question at our question. CFO, Fabio Mediv. Yes. That's correct. All those expenses will hit COGS as production direct labor, indirect labor, any other types of overheads that will be incurring on that on the manufacturing side. Thank you very much indeed. Does that conclude the questions that we've received online? That's correct. There's no further questions online.

17:27 Thank you very much indeed. So on that basis, I will now thank you for your attendance, and I declare the meeting closed. That's great. Thank you for for updating attendees today. Can I please ask attendees not to close the session as you'll now be automatically redirected to provide your feedback in order that the management team can better understand your views and expectations? This may take a few moments to complete and which will be greatly valued by the company. On behalf of the board of POWER PROBE PLC, we'd like to thank you for attending today's annual general meeting, and good morning to you all.