Surgical Innovations Group (LSE:SUN) — Annual General Meeting 2024

0:00 Good morning, and welcome to the SURGICAL INNOVATIONS 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 Jonathan Glenn, chairman. Good morning to you, sir. Thank you very much. Good morning, ladies and gentlemen. I'm John Glenn, chairman of Surgical Innovations. It's 11:00, so we can commence the meeting.

0:24 Just introduce you to the rest of the board, Kavan Jamarani. On my right, David Marsh, CEO on my left, Chris Martin, our new CFO. Chris isn't up for reelection because he joined after the notice went up out, but he will be up next year. And Dario, who is our group controller as well.

0:45 So, unfortunately, Paul Hardy can't make it today. Paul is stepping down from the board, so I just take this opportunity to thank him for all his support and diligence for many years on the board. Yeah. So what we will do is we'll take the resolutions as 10 resolutions. Seven of them are ordinary resolutions, which require 50% vote, and three resolutions are special resolutions which require 75% vote. Before each resolution, we'll ask if there are questions from shareholders in the room. And if not, we'll take the vote. And then if there are any general questions on the business, we'll do those at the end of the meeting.

1:33 So with your permission, I'd like to take the notice that meeting's read. That's okay. And we'll now start with resolution one, which is the resolution to receive the report, adopt the annual reports and accounts for the company and the auditors report on these reports and accounts for the year ended 12/31/2023. Any questions on that? I haven't seen any accounts. You haven't seen the accounts?

2:01 They've published online. And the registrar sends them out to those that are are requested. They should have come out with the proxy calls for the meeting. I think the meeting's now the same comes out. I haven't seen them. Oh. Okay. Well, we'll get you a copy after the meeting. Yep. Okay. So I'll put the resolution to vote. Those in favor?

2:29 I don't think I'm voting. I don't see any of those. Sure. Okay. Those against, I have to vote against for the proxies. As a 50% threshold, that resolution is carried. So the second resolution is the reappointment of our external auditors, Safri Champless, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting. Any questions on their reappointment? Are they giving you any grief?

3:04 No. No. No. I need the grief that an order audits I should give you. Okay. So I'll put that resolution to vote. Those in favor? Those against? Okay. I'll declare that resolution carried on a share of hands as well. Resolution three is the resolution to authorize the directors to determine the remuneration of the auditors of the company. Any questions on that resolution? Okay. I'll put that to the vote. Those in favor? Those against? Thank you. That resolution is carried. Right. We now come to the resolution to reappoint the directors. As best practice, we all stand for reelection at each AGM.

3:53 Resolution four is actually my reappointment, so I'll hand over to to propose that. So I'd like to propose the appointment of Jonathan Glenn as the chair for sexual innovation. Those in favor. Those against.

4:18 I have to note that proxy is on the front. You, Kavan. Right. The next resolution is the reappointment of Kavan Jamarani to the board. So any questions on Kavan? No. So those in favor? Those against? I declare that resolution carried. Resolution six is the reappointment of David Marsh, our CEO, to the board. Any questions on David's reappointment? No. Okay. Those in favor? Those against? That resolution is carried. We'll now move to resolution seven as set out in the meeting. This is the usual resolution dealing with the renewal of directors' authority to lock shares in line with institutional shareholder guidance.

5:10 The investment association issues guidance for companies on the grantee of powers to directors to unlock shares. Under these guidelines, the investment association will view its routine and authority to lock shares in an amount up to one one third of the existing share capital. The resolution before you today is in keeping with these guidelines, and it will expire on the next AGM or on the close of business on the date fifteen months after the date of this meeting, whichever comes first. Any questions on that resolution? Okay. Put that to the vote. Those in favor? Those against? Thank you. That resolution is carried. Resolution eight. So this resolution requires a 75% majority. This is the dissapplication of preemption rights.

6:02 This is the usual resolution renewing the director's power of the company's articles to disupply preemption rules when allotting shares in the company in connection with the rights issue or other pro rata offer to existing shareholders for cash. Other and otherwise, that in connection with the rights issue up to maximum of 5% of ordinary share capital. The majority of public companies actually do 10% of share capital for this resolution, but we've proposed five. This would expire the next AGM on the close of business on the date fifteen months after the date of this meeting, whichever comes first. Any questions on that resolution?

6:42 What about the chances in this that you're I'm sorry? What are the chances that you're dealing with? Because you've got So I I think all these resolutions at the moment, there is any intention to use them, but they give the directors the the ability to they're all standard resolutions that are considered de minimis from a a dilution point of view. And as I say, the majority of public companies would do a 10% threshold, and we've actually done five, so half of what would be normal.

7:21 Does that answer your question? Good. I'll put the resolution to the vote. Those in favor? Those against? That's carried with the 75% majority. So thank you. Resolution nine, this is similar. So it allows this application preemption rights, but specifically for acquisitions. And, again, we're doing this at a 5% of share of the issued ordinary share capital. The majority of companies, again, would do 10%. So any questions on that resolution? So I put that to the vote. Those in favor? Those against? And that is carried. Thank you. And the final resolution is resolution 10. So this is a resolution to adopt the new articles of association of the company. Actually, the only change that's in there is giving the chairman a casting vote, and that's simply with Paul Hardy stepping down.

8:24 There are two exec directors and two nonexec directors. So it's best practice in that situation that the chairman has a casting vote so you don't get a deadlock on the board. So, hopefully, that's a fairly self explanatory and simple change, but any questions on that? No? Okay. I'll put the resolution to the vote. Those in favor? Those against? So that is carried. So that concludes the business of the AGM. Are there any other general questions that that you would like to ask, Melvin, whilst you're here? Well, just the progress report, I mean, unless you're coming on to that later. The what?

9:06 Sorry. The progress report. Progress. So we're not giving a we're not giving a there isn't a a statement on we're not giving a trading update today. But, you know, as as with all businesses in the public domain, we're required to make a statement if we're materially outside of the consensus, so you can assume that we're not

9:32 And then we're taking questions on the webcast, David. That's only the one presubmitted one, which you saw earlier. Oh, okay. So there's a question we've had submitted. When will we get some dividends?

9:45 We'd love to be able to pay our shareholders some dividends, but at the moment, that isn't possible. This this is a a business that utilizes the cash that it generates. We invest in r and d. But at some point in the future, as we grow the business and the profitability increases, we would hopefully get to the point where we can pay dividends, but that's not gonna be in the short term. Okay. Just checking. Think there's no other question. Yeah. When would the next trading update be? So the next trading update will be with the interim results, which we will publish in, I guess, September then. Yeah. Correct. So that will be the next trading update.

10:35 Great. I think that's it. So I'll declare the formal meeting now closed. Thank you very much. Thank you. Perfect. And thank you for updating attendees today. Could I please ask attendees not to close the session? As you know, we automatically redirect to provide your feedback in order the management team can better understand your views and expectations. This won't take a few minutes to complete, but some should be greatly valued by the company. On behalf of the board of SURGICAL INNOVATIONS GROUP PLC, we'd like to thank you for attending today's annual general meeting, and good afternoon to you all.