Seeing Machines Limited (AIM:SEE)
London flag London · Delayed Price · Currency is GBP · Price in GBX
4.073
+0.018 (0.45%)
Sep 25, 2026, 8:35 AM GMT
← View all transcripts

AGM 2020

Nov 30, 2020

Kate Hill
Chair, Seeing Machines Limited

Seeing Machines Limited is being recorded and will be available on the company website after this meeting. I am advised that a quorum is present. I therefore declare the Annual General Meeting officially open. My name is Kate Hill. As the Chair of Seeing Machines Limited, it is my pleasure to welcome you here today. We acknowledge the traditional owners of the land on which we are meeting in Australia and recognize their continuing connection to land, waters, and culture. We pay our respects to their elders past, present, and emerging. I would like to welcome my fellow directors joining us by video conference today. Also present are members of the executive leadership team and our auditors from EY. As you'll see from the agenda, there will be a short address from me, followed by a presentation from our Chief Executive Officer, Paul McGlone.

The annual report and the company's financial statements will be presented to the meeting. We will proceed through the formal items of business before bringing the meeting to a close. Seeing Machines is not alone as we recognize the unpredictability of the financial year 2020, arising from the global pandemic and resulting climate for businesses, mostly felt this calendar year and still raging through many parts of the world. Our staff, customers, partners, and shareholders have all had to meet a range of challenges that most have never encountered in their lifetimes. Some industries and businesses have been brought to their knees, but with admirable determination, many have remained focused on survival through tough times, with sights set on recovery processes which are underway. We pay tribute to these industries and the way they have withstood these testing times.

I'm also proud of the way that Seeing Machines, with focused leadership and a dedicated team, have stayed on course to deliver pleasing results despite the circumstances. Seeing Machines exists with a purpose: to get everyone home safely. Our ultimate challenge is to contribute to the growing global agenda of achieving zero transport fatalities. That purpose drives our business and our focus on delivering value to our shareholders, and I can honestly say that we at Seeing Machines are truly inspired by this important mission. Financial year 2020 saw Seeing Machines develop considerably. The business was restructured to become more efficient in the delivery of its commercial programs, but importantly, to retain its leadership position by ensuring that appropriate levels of research and development are maintained as we continue to develop driver and occupant monitoring technology, the market across automotive, fleet, off-road, and now aviation.

At times, it's easy to forget how relatively new this technology is. It is new, and as a result, a large part of what Seeing Machines offers its customers and partners involves inventing, advising, and collaborating at the leading edge. This stands our company and our people who are expert in their field in excellent stead with some of the world's largest brands across these transport sectors, and we are committed to maintaining that status. While our fleet business continues to grow, albeit slightly behind where we thought we might be pre-COVID-19, the growing connected Guardian base provides Seeing Machines with unrivaled naturalistic driving data. This data is fundamental to sophisticated machine learning, as humans are, like 2020 has been, unpredictable.

Behaviors that are not constant or uniform, and without the edge cases provided by more than 5 billion km of naturalistic driving data, machines cannot truly understand human behavior. Guardian not only provides us with the data to enhance our technology, it importantly also protects many drivers around the world. Our automotive engagements continue to grow. Seeing Machines recently launched its three-pillar embedded strategy, which will ensure we are able to meet the growing challenges faced by car makers globally to integrate world-leading driver monitoring technology into cars across their entire vehicle ranges while supporting convenience aspirations as their customers demand more sophisticated functionality in their cars. Global regulatory momentum underpins this strategy as we respond to the expected increase in demand for integrated driver monitoring technology across all cars, vans, trucks, and buses driven by regulation as early as 2024.

We push forward in aviation, recognizing that many in this industry remain preoccupied as the pandemic continues to seriously impact their business. I'm delighted to see our engagement with L-3 become commercial and look forward to more examples of this across our aviation business. We have so many deep and solid relationships across this industry, and we are anxious to demonstrate these levels of collaboration with more commercial contracts. We are confident that we will close out these deals in time. I'm delighted with the leadership team. I continue to work closely with Paul and know that his direction, internally and externally, is delivering results. Seeing Machines is expanding its investor base as driver monitoring technology continues to advance to center stage across the automotive industry. We stand ready to meet the increase in demand that this will bring.

Our board is strengthened with the introduction of new experienced board members who have complementary experience, which boosts our ability to guide the leadership team to deliver on the company objectives. As I said earlier, we are driven to save lives. We are also focused on returning value to shareholders. I'll now hand it over to Paul McGlone, who's going to take us through a short presentation.

Paul McGlone
CEO, Seeing Machines

Thanks very much, Kate. Kate's mentioned already that our purpose is, for us at least, very, very meaningful. It drives everything that we do. I just thought I'd outline some facts for you here to really bring to life why this purpose is so important and how it resonates with our people. Well, over the last 12 months, we've intervened in more than 163,000 fatigue events. Now, it's obviously very difficult for us to say whether each and every one of those would've ended up in a fatality, but it's almost certain that a good proportion of them would have. In addition, 7.9 million, almost 8 million distraction events have been detected. This kind of result has a profound impact on human life. Drowsy driving increases the risk of accident by between 4x- 6x . It's one of the major killers on our road.

68% of all road crashes involve some type of observable distraction, which leads us to more than 1.3 million road deaths every year. That's why we exist. Let's turn to some highlights for the year. You've already received the full year accounts for last year. I thought, given the progress that we've made, given the issues that we've successfully managed through COVID-19, I think it's important to give you a bit of an update on where we are year to date, and in this case, to the October 30th, 2020. I think as most long-term investors know, our revenue tends to be split 45% in H1 and 55% in H2. We expect that this distribution of revenue will continue over the course of this year.

Year to date, October 30th, we posted revenue of AUD 12.8 million, and we're experiencing good momentum throughout the month of November, which we believe will ensure that we hit our targets for the first half. In that, we're quite pleased. We raised additional cash recently, as everybody knows, with an AUD 28 million placement to a large U.S. investor. We now have a strong balance sheet and the capacity to execute on our plans without further risk of dilution. Our fleet business, which is very important, and certainly important over the course of the next two to four years as our automotive and aviation businesses begin to drive licensing revenue. Fleet, as you know, delivers monthly recurring revenue that is derived by our provision of a 24/7 service that keeps truck drivers and operators safe at the wheel every day of the week.

As at October 30th, we had installed 25,300 units. Hardware sales were slightly ahead of that rate at 3,500 units. That lag between hardware sales and installations is quite normal, but of course, exacerbated by the difficulties presented in some of our markets, through COVID. We are quite pleased, though, that the markets where we have the largest representation, essentially the Southern Hemisphere, Australia, New Zealand, Chile, and Mexico, are performing very, very well and taking up the slack for those markets that are still in some kind of lockdown. That 3,500 units represents a 15% increase on the closing balance of last financial year. We've acquired four new distribution partners that will begin to sell our product around the world. At this point, we're very happy with the progress of fleet. We've mentioned several times now our three-pillar strategy.

This is about enabling our software and our processing to be positioned with OEM car manufacturers to minimize their implementation risk, lower their costs, and of course, position us to be able to deliver our technology in every packaging and processing location within the vehicle. We've expanded DMS, driver monitoring, to include now occupant monitoring, and we're getting a fantastic customer reaction to this new innovation using a wide field of view camera, but delivering high levels of fidelity and performance across both the driver and the passenger. Kate's already mentioned what we're doing in aviation. Finally, we've got an MOU in place with L3Harris, and we're working through the final stages of that commercial agreement. Just a couple of points on automotive, which most have been covered. I think it's very important to point out that we are, in fact, a software business.

We deliver our software through several different vehicles: direct integration, on chip. We can do that now with our DMS product and our occupant product. We have very strong relationships with the silicon and sensing participants in the market. Xilinx is very well known. We've spoken about Qualcomm as well. There are certainly others, and those relationships are building month on month. Our fleet business, we would define our specific niche in fleet as being part of the video safety telematics market, which is a very large and rapidly growing subset of the much larger telematics industry. This sub-segment is characterized by low levels of penetration and very high growth. While our fleet business today is very small, we are part of a segment that's growing very quickly, and we believe that this represents significant opportunity for us to grow faster and to deliver profit into the group.

Some of the things that we do in certain markets, with insurance, for example, are beginning to show good results. We expect that will continue. The growth of our distribution partners, as mentioned earlier, should also see our volumes increase month-on-month. Aviation, a five-year endeavor. We really have built some fantastic relationships. I think everyone's well aware that the industry is suffering through this COVID-19 crisis. What I can say is that where we apply our technology across simulators for training, pilot monitoring directly in aircraft, and also in consoles for air traffic control, we are starting to see some green shoots reemerge, and this is a business, our Horizon 3 business, that we'll be sticking with for the long term. We've brought our tracking to aviation, and we believe that gives us a distinct competitive advantage moving forward.

That's all I wanted to say today, and I hope as we are, you're pleased with the results year to date. Thank you.

Kate Hill
Chair, Seeing Machines Limited

Thank you, Paul. We'll now move to the formal business of the meeting. First of all, I'd like to explain the voting procedures we're using today. As we said in the notice of meeting, this year, because of the government restrictions as a result of COVID-19, the formal business of today's meeting will be conducted online. The notice of meeting has details of how to vote at the meeting for all Australian registered shareholders. Australian shareholders who have not already voted can vote online by visiting the webpage provided in the notice of meeting under the details regarding voting. All resolutions will be decided via electronic poll, with each member entitled to one vote for each of their shares held on each of the resolutions, subject, of course, to any voting exclusions.

Those eligible to vote may vote at any time during the proceedings until I declare the voting closed. I will close the voting after all resolutions have been put to the meeting. Please note that only shareholders, proxy holders, or shareholder representatives may vote. Voting is now open and will close a few minutes after the close of the meeting. Shareholders were requested in the notice of meeting to send questions to the company secretary ahead of the meeting. We received questions from one investor and have provided answers directly to them. Today, we are enabling questions to be asked via the chat function in Zoom. We will only respond to questions relevant to the formal business of the meeting and will combine questions which are similar. Your specific question might not be addressed exactly as it was written.

I will now move to the formal business before today's meeting. I'm informed that the notice of meeting dated the 5th of November 2020 was sent to all registered shareholders within the requisite time period. Both the notice of meeting and the annual report are available for shareholders to download in accordance with the instructions given for attendance at the meeting. I now table the notice of meeting and will take the notice of meeting as read. The notice sets out the agenda and the items to be considered at this meeting. During the course of the meeting, I will put each resolution to the meeting. Will ask the Company Secretary to inform me whether there are any questions specific to that resolution on the online chat. Please note that I will be voting all undirected proxies in favor of the resolutions.

I will disclose proxy votes on the screen before the vote on each resolution. For your information, the closing time for receipt of proxies was 5:00 PM daylight time on Saturday the November 28th, 2020, and the totals reflect the number of votes received by that time. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. There are voting exclusions that apply to the resolutions being put to today's meeting, and they are outlined in the notice of meeting. The first item of business is to receive the annual financial report, Directors Report, and the Auditor's Report for the company for the year ended June 30th, 2020. These reports are available on our website, as we've already mentioned. The Corporations Act requires these reports to be laid before the annual general meeting.

There is no requirement for shareholders to vote on or approve or adopt the accounts. The reports rather. With the reports received, I will move to the six resolutions before the meeting today, and I will take each one in turn. Can I ask the Company Secretary, have there been any questions in relation to this item?

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions in relation to this item.

Kate Hill
Chair, Seeing Machines Limited

Thank you. I'm now going to move on to the resolutions which are subject to a vote. The first item of formal business is the election of Gerhard Vorster as a director. Gerhard was appointed as an independent Non-Executive Director by the board on the December 1st, 2019. Rule 6.2C of the Constitution provides that where the board appoints a director, the director holds office only until the end of the next general meeting of the company following the director's appointment. Gerhard's profile and experience are set out in the notice of meeting. Resolution 1 is on the screen, and I now put the resolution to the meeting that Mr. Gerhard Vorster, who vacates office under Rule 6.2C of the Constitution and being eligible, offers himself for election, be elected as a director of the company. Proxies received on this resolution are also shown on the screen.

Susan, can you let me know if there are any questions on this resolution?

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. I now put this resolution to the vote. Please register your vote. The next item of business, resolution two, is to consider the election of Mr. John Murray as a director. John was also appointed as an independent non-executive director on the December 1st, 2019, and in accordance with Rule 6.2C of the company's Constitution, must retire from office at this meeting but is eligible for re-election at the meeting. John is eligible and has offered himself for re-election at this meeting. His profile and experience are set out in the notice of meeting. Resolution two is on the screen, and I now put the resolution to the meeting that Mr. John Murray, who vacates office under Rule 6.2C of the Constitution and being eligible, offers himself for election, be elected as a director of the company.

Proxies received on this resolution are shown on the screen. I'll just ask now, Susan, whether there are any questions on this resolution.

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. Please now vote on Resolution 2. Moving to Resolution 3, the next item of business is to consider the election of Mr. Michael Brown as a director. Michael was appointed as a Non-Executive Director on the May 14th, 2020 and in accordance with Rule 6.2C of the company's Constitution, must retire from office at this meeting but is eligible for re-election at the meeting. Michael is eligible and has offered himself for election at this meeting. His profile and experience are set out in the notice of meeting. Resolution 3 is on the screen, I now put the resolution to the meeting that Mr. Michael Brown, who vacates office under Rule 6.2C of the Constitution and being eligible, offers himself for election, be elected as a director of the company. Proxies received on this resolution are shown on the screen.

I'll just ask Susan now if there are any questions on this resolution.

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. Please vote on Resolution 3. Moving to Resolution 4, the next item concerns the re-election of Mr. Yong Kang Ng as a director, as required by the company's Constitution. I refer shareholders to the notice of meeting for the experience and details of Mr. Ng, who is seeking re-election by shareholders at this meeting. As noted in the notice of meeting, the board unanimously supports the re-election of Mr. Ng, with he himself abstaining. Resolution 4 is on the screen, I now put the resolution to the meeting that Mr. Yong Kang Ng, who retires in accordance with Rule 6.4A of the Constitution and being eligible, offers himself for election, be re-elected as a director of the company. Proxies received on this resolution are shown on the screen. Susan, are there any questions on this resolution?

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. Please now register your vote on resolution 4. Resolution 5. The next item of business relates to the approval of the issue of securities under the company's employee benefits plan, the plan, and certain amendments which the board has approved in relation to that plan. I refer shareholders to the notice of meeting, which sets out the proposed changes to the plan and the reasons why shareholder approval is required at this meeting in relation to the issue of securities under the plan.

Resolution five is on the screen, and I now put the resolution to the meeting that for the purposes of Rule 2.1C8 of the Constitution and for all other purposes, approval is given for the issue of securities under the Seeing Machines Limited Employee Benefits Plan, as amended from time to time as an exception to Rule 2.1B of the Constitution on the terms described in the explanatory statement. Proxies received on this resolution are shown on the screen. Susan, are there any questions on this resolution?

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. Please register your vote for resolution five. Moving to the final resolution, which concerns the approval from the shareholders of the issue of shares under the private placement concluded last month with Federated Hermes, thereby seeks to refresh the company's placement capacity back to the 15% limit in any 12-month period.

I refer shareholders to the notice of meeting for further information on this resolution. Resolution 6 is on the screen, and I now put the resolution to the meeting that for the purposes of Rule 2.1B of the Constitution, and for all other purposes, approval is given for the ratification and approval of the prior issue of fully paid ordinary shares in the capital of the company to Federated Hermes on the 28th of October 2020 of 372 million shares at an issue price of GBP 0.041, I guess, per share on the terms and conditions set out in the explanatory statement. Proxies received on this resolution are shown on the screen. Susan, are there any questions on this resolution?

Susan Dalliston
Company Secretary, Seeing Machines Limited

There are no questions.

Kate Hill
Chair, Seeing Machines Limited

Thank you. Please now register your vote on resolution six. May I ask that the shareholders complete their voting online and submit their votes? The results of the poll will be collated by Computershare and announced on our website as soon as they are available. Now I have one last item of business. To advise that I have received the resignations of two of our longstanding directors based in the United States, and they are Dr. Rudolph Burger and Mr. Les Carmichael, both of whom have offered their resignations as being effective from the conclusion of today's AGM.

I would like to take this opportunity to personally thank Les and Rudy for their years of service, for their dedication to the company, and for their unfailing belief in the future of the company as they have seen it grow from a smaller-sized Australian-based entity to a global enterprise, which is making its mark on the world stage in the automotive, aviation, and fleet transport industries. I wish both of you every success in your future endeavors. I'll bring the meeting now to a close. To all our shareholders who have joined this online meeting, that concludes the formal business of the meeting. We do appreciate your attendance today and your ongoing support of our company and of our business.

Before closing the meeting, I would also like to thank all staff at Seeing Machines for their enormous contribution over what has been a very unusual and challenging past year. I now declare the meeting closed, and I also declare the poll closed for voting. Thank you again for your attendance.