Sosandar (LSE:SOS) — Annual General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the SOSANDAR Annual General Meeting Proceedings. Throughout this meeting, attendees will be in listen only mode. Questions can be submitted via the Q and A tab situated on the right hand corner of your screen. Simply type in your question and press send. The board will address questions prior to proceedings. The company may not be in a position to answer every question it receives during the meeting itself. However, the company will review all questions submitted today and publish responses where it is appropriate to do so. I would also like to remind you that this meeting is being recorded.

0:33 I would now like to hand you over to Bill Murray, chairman of SOSANDAR. Good morning good morning, and good morning to you all. Good morning. Thank you, Alessandro. Ladies and gentlemen, I'd like to welcome you to SOSANDAR's annual general meeting. As you know, I'm Bill Murray, your company's chairman, and I'll be chairing this meeting. I'm joined here by Julie Lovington and Alison Hall, our joint CEOs and founders. We're also joined by Steve Dilks, our chief financial officer remotely. And we also are remotely joined by the rest of the board, Andrew Booth, Nick Mustow, Mark Collingbourne, and Adam Reynolds. We welcome a number of attendees participating in the AGM via the investor meet company platform. By way of reminder, participation in the meeting via the investor meet company platform does not constitute attendance at the AGM, and I'm afraid you will not be permitted to vote at the AGM, but we thank you for your participation.

1:28 There are also a number of people attending this AGM who are not members of the company or who are acting as representatives for members. Unless anyone has any objections to the attendance of such participants, I shall continue by formally opening meeting. So the quorum for this meeting is two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporation which is a member. Having checked the number of such persons present, I declare that a quorum is present and further declare the meeting to be open. So with your permission, ladies and gentlemen, I want to proceed by dealing with all questions on any matters relevant to the business of the meeting at the outset before we move on to voting on the resolutions themselves. We have a fair few resolutions to get through, and I think this this approach will get us through most expeditiously.

2:18 For the sake of clarity, can I also remind you that this is an annual general meeting, and we will only be dealing with questions that that are relevant to that? We will, as per our normal routine, be delivering a trading update on half one around the middle of October, and that will be accompanied by a live q and a session. In order to avoid repetition, it may well be that I'll take a number of questions together on the same topic.

2:45 Just to remind you, if you wish to raise a question via the investor meet company platform, the dashboard there will enable you to do so. I have a cup a small handful of questions that that have been, submitted beforehand. I'll I'll merge the first two or three. They asked the question with respect to the company's social media activity, how important it is to the overall piece, and specifically whether or not we're happy with the the numbers of followers and supporters we have on on the likes of the Instagram platform when compared to some of the, some other brands out there. I think Gina's answer that. Gina's gonna take that question. So just to talk a little bit about our general marketing strategy. So social sits right at the heart of our marketing strategy, and we split our expenditure roughly three ways between social, and by that time, Instagram and Facebook, and TV advertising, and also direct mail. And email just to remind you is also absolutely fundamental to our marketing strategy and generates about 40% of our revenue. But that obviously doesn't cost anything because we have the names on the database.

3:51 So in terms of the actual numbers on social media, you can't really compare our following with younger fast fashion brands. Essentially, in order to grow your social media following, you really do have to invest marketing money in that. And we we do invest marketing money in that, but in a very different kind of way to younger fast fashion brands. And just the nature of our target audience is very different in terms of how they interact on social media. So it would be more appropriate to compare our numbers of 60,000, which we are really delighted. We've just hit 60,000 this week, which is a, you know, a really great milestone for us. Typical brands to compare us with would be brands like Mint Velvet or Horsch who also target a similar demographic, very different clothing, but a a similar kind of demographic.

4:44 Thank you, Julie. I've got another slightly more specific question that says, can you tell us a bit about plans in terms of product availability and promotion to fully capitalize on Christmas trading?

4:56 Is there a John Lewis type advert in the pipeline? Okay. So, good question because that very much relates to why we did the, raise that we did back in back in May. So the whole purpose of that was to give us the working capital to be able to really start to invest in a much heavier way in our third parties from from autumn onwards. So the additional stock that we have invested in has started to go into third parties from September with the focus going very much on generating, increased sales through the third parties leading up to Christmas. So that is exactly what we're doing. And in terms of advertising, then, we were gonna be continuing throughout the autumn with the really successful campaigns that we've been running on TV. We've been running on TV now since, March of, this year, and we're seeing really great take up in terms of recruiting new customers to our database. So, yes, that will be continuing in the month of Christmas.

5:56 Thank you, Julie. I'm searching. I'm not seeing any other questions on on new matters. So in the interest of time, thank you for for for for those questions. I'm now gonna start the formal proceedings of this AGM. So the notice of the AGM was issued on the 09/06/2021, and due notice of the meeting has accordingly been issued to the company's members. With your permission, therefore, I'm gonna take the notice convening the meeting as being read. Thank you. As far as voting procedures are concerned, I need to remind you how this works. In line with corporate governance best practice and in order that all proxy votes of those shareholders who are not able to attend and to vote in person are fully reflected in the voting on resolutions, voting today will be done by way of a poll on each of the resolutions booked to meetings. This gives all shareholders the opportunity to participate in the decision making of the company and have their votes recorded in proportion to the number of shares they hold.

6:56 The final results of the voting, including the proxy votes on the on each of the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practical after the meeting. Each shareholder, proxy, and corporate representative who is here in the meeting has been issued with a poll card when they arrived at the meeting. I should for just mention that for those shareholders who have already launched a proxy, they do not, of course, need to to to complete a poll card. There are three resolutions for each three options for each resolution. Vote for the proposed, against the proposed, or you may withhold your vote. Vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against the resolution. So, we'll move to the resolutions, and we'll take a vote on each resolution as I formally propose it to the meeting.

7:46 The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received and which I think will appear on the slides that that Steve is driving through for us. Resolutions one to seven are proposed as ordinary resolutions and require a simple majority to be passed. Resolution eight is proposed as a special resolution, which to be passed requires a majority of 75% to vote in favor of that resolution. Resolution number one is to receive the report and accounts of the company for the period ended 03/31/2021 together with the auditors report on those accounts and reports. Are there any questions? So I now propose as an ordinary resolution that the shareholders of the company receive the reports and accounts of the company for the period ended 03/31/2021 together with the auditors report on those accounts.

8:37 As explained, to vote, you need to tick the appropriate box on your poll card to vote for the resolution or against the resolution, or you may withhold your vote. I hold 72,300,000 property votes in favor, and 47,000 votes have been withheld. Thank you. We move to resolution two. Resolution two is to reelect Julie Lovington as she retires as a director and becomes eligible for reelection as a director pursuant to the company's articles of association. Any questions? I now propose resolution two, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 72,300,000 proxy votes in favor, 1,208 votes against thank you.

9:24 We'll now move to resolution three, which is to reelect Andrew Booth as he retires as a as a director and becomes eligible for reelection as the director pursuant to the company's articles and associations. Are there any questions? I now propose resolution three, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 72,300,000 proxy votes in favor, 4,200 against, none withheld. Thank you. The resolution four is to reelect Mark Collingbourne as he retires as a director and becomes eligible for reelection as a director pursuant to the company's articles of association. Any questions? No. I now propose resolution four, the text of which has been set out in the notice convening the meeting as an ordinary resolution.

10:12 I hold 72,300,000 proxy votes in favor, 1,200 against, none withheld. Thank you. Resolution five relates to the election of Steve Dilt as a director who's been appointed by the board since the company's last annual general meeting. Steve retires as a director and becomes eligible for reelection as a director pursuant to the company's articles of association. Any questions? I now propose resolution five, the text of which has been set out in the notice convening the meeting as an ordinary resolution. Please vote now by ticking the appropriate box on your poll card. I hold 72,300,000 proxy votes in favor and 28,200 votes withheld. Thank you.

10:59 Resolution six is to appoint Jeffress Henry LLP as auditor of the company from the conclusion of this meeting until the conclusion of the next annual general meeting of the company, of which accounts are laid and to authorize the directors to fix the remuneration of the auditors. I now propose resolution six, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 72,300,000 proxy votes in favor and 27,000 withheld. Thank you. Resolution number seven is to generally and unconditionally authorize the directors in accordance with section five five one of the Companies Act 2006 to allot shares and rights to subscribe for shares up to maximum aggregate nominal value of £73,702.77.

11:48 Any questions? I now propose resolution seven, the text of which has been set out in the notice convening the meeting as an ordinary resolution. And I hold 72,200,000 proxy votes in favor, 106,000 against, and 27,000 withheld. Thank you. And finally, resolution number eight is subject to the passing of resolution seven above to give the give power to the directors in accordance with sections five seventy of the company's act two thousand and six to allot equity securities as defined in section five sixty of that act for cash either by way of a rights issue or other preemptive wash offer or up to a maximum aggregate nominal amount of £33,166.24 as if section five six one subsection one of the act did not apply.

12:39 Any questions? I now propose resolution eight, the text of which has been set out in the notice convening the meeting as a special resolution. And I hold 72 naught million proxy votes in favor, 373,000 against, and 27,000 withheld. Thank you. So that concludes the formal meet proceedings of the meeting. And as I said earlier, the results of those resolutions will be formally issued via our RNS later today. I now declare this annual general meeting of the company closed. Thank you very much for attending. Thank you to the SOSANDAR board for updating attendees today. Could I please ask attendees not to close the session as you'll now be automatically redirected to the opportunity to provide your feedback in order that the management team can better understand your views and expectations.

13:34 This will only take a few moments to complete, however, is greatly valued by the company. On behalf of the management team of SOSANDAR PLC, we'd like to thank you for attending today's meeting. That now concludes today's session, and good morning to you all.