Transcript

Oct 12, 2026

Summary

Q1 momentum continued into Q2, supporting confidence in a full-year outturn in line with market expectations. Bush & Co sale talks ended after the board found no offer providing sufficient shareholder value; alternative strategic and capital-allocation options remain under review.

Good morning, and welcome to the NAHL Group PLC Annual General Meeting. For our recorded meeting, attendees will be in listen-only mode. I would now like to hand over to our executive chairman, Tim Aspinall. Good morning, sir. Good morning, everyone, and welcome to the 2025 Annual General Meeting of NAHL Group PLC. I am Tim Aspinall, Chair of the Board, and with me today are James Saralis, our CEO, Chris Higham, our CFO, and Sally Tilleray, Chair of the Audit and Risk Committee. A quorum is present, and therefore, I declare this meeting formally open. Anyone joining via the Investor Meet Company platform is reminded that they are able to observe proceedings only and are not able to vote, ask questions, or otherwise participate in the meeting. The notice calling this meeting was dispatched to all members on the 30th of May 2025, and accordingly, the requisite notice has been given. I will take the notice as read. You may wish to follow the proceedings of this meeting by referring to the notice. Now, before we turn to the full business as set out in the notice, I would 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. James is going to read out the update for the meeting. James? Thank you, Tim. The momentum experienced in Q1 has continued into Q2, and as a result, the board is confident in delivering a full-year outturn in line with market expectations. That concludes the statement. Thank you, James. We're now going to move on to the formal business of the meeting. An explanatory note on each of the eight resolutions to be voted on today is given in the notice, so I don't propose explaining all the resolutions in detail. The first five resolutions are proposed as ordinary resolutions requiring a simple majority of votes cast in favor to be passed. Resolutions six to eight are proposed as special resolutions, and they require a majority of 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 chairman of the meeting as their proxy, using a form of proxy to vote on their behalf. For the information of those watching online, I've been informed by Link Asset Services that over 99.9% of voting instructions received prior to the meeting were in favor of all resolutions. Voting today will be done by a show of hands of those in attendance. In line with the law and the company's constitution, as I attend today as proxy for a number of different shareholders, where I've been appointed by them to vote in different ways on the resolution, I will have one vote for and one vote against that resolution. We will now proceed to vote on the resolutions, which I will formally propose to the meeting. I'll start by proposing 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 31st December 2024. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. I now propose resolution two, which is to approve the directors' remuneration report, which can be found on pages 66 to 70 in the annual report and accounts. Please raise your hands to vote. Those in favor? And those against? Thank you. I declare that resolution carried. I now turn to resolution three to appoint our external auditors and propose that Forvis Mazars LLP are our proposed auditors, and they are to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried as well. I now propose resolution four 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 now turn to resolution five, and I propose resolution five, which deals with the renewal of the directors' authority to allot shares in line with institutional shareholder guidance. Please raise your hands to vote. Those in favor? Those against? Thank you very much. I declare that resolution carried. I now propose resolution six to renew the directors' 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? Thank you. I declare that resolution carried. I now propose resolution seven. This relates to a further disapplication of statutory pre-emption rights in addition to those proposed to be granted by resolution 6, and to 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. Please raise your hands to vote. Those in favor? Those against? Thank you. I declare that resolution carried. I now propose the final resolution, 8, which is to renew the authority of the company to purchase its own shares. Please raise your hands to vote. Those in favor? And those against? I declare that resolution carried. That concludes the formal business of the Annual General Meeting. The final results of the voting will be published by an RNS later today. We will also publish the results on our website. I'd now like to move on to questions that have been submitted by our shareholders prior to the meeting, and James will deal with those. So over to you. Thank you, Tim. We've received a number of similar questions via the IMC platform on topics which cover the cessation of the Bush & Co sale process, future asset disposals, distributions to shareholders, and capital allocation. Firstly, with regard to the Bush & Co sale process, we can confirm that our advisors conducted a very thorough process, which drew initial interest from a wide variety of potential bidders, including both trade parties and private equity. This resulted in lengthy discussions with and detailed proposals from two final parties. Unfortunately, as we announced on the 19th of June, these discussions have now ceased. Based on the feedback that we've received from a wide range of shareholders over the past 12 months, along with our own analysis, it became clear to the board that there was not a buyer that could complete a deal at a valuation that would deliver sufficient value for shareholders at the current time. The board remains focused on accelerating growth and value for shareholders, and we're currently engaged in discussions with our advisors to explore alternative options to achieve this. We're not ruling out any options at the present time, including, but not limited to, corporate transactions, and a change to our capital allocation policy, and we'll provide shareholders with an update when it's appropriate to do so. Thank you very much. There are no further questions. That concludes the NAHL Group PLC 2025 Annual General Meeting. To our shareholders, on behalf of the board, I would like to thank you all for your continued support. Thank you. That is great. Well, thank you for updating attendees today. On behalf of the board of NAHL Group PLC, we would like to thank you for attending today's Annual General Meeting, and good morning to you all.