AGM 2020

Nov 30, 2020

Slides

Of 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, and I therefore declare the AGM officially open. My Kate Hill, and as the Chair of Sea 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 As you'll see from the agenda, there will be a short address from me followed by a presentation from our CEO, Paul Maglone. The annual report and the company's financial statements will be presented to the meeting. We will then proceed through the formal items of business before bringing the meeting to a close. Screen 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, but 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 site set on recovery processes, which are underway. We pay tribute to these industries and the way they've 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 exist with a purpose to get everyone home safely. And our ultimate challenge is to contribute to the growing global agenda of achieving 0 transport fatalities. That purpose drives our business and our focus on delivering value to our shareholders. And I can honestly say that we at Singh machines are truly inspired by this important mission. Financial year 2020 saw steam machines develop considerably. The business was restructured to become more efficient in the delivery of Vitz commercial programs, but importantly, to retain its lead 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. By JT's new and as a result, 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 effort 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-nineteen, the growing connected Guardian base provides seeing machines with unrivaled naturalistic driving data. This data is behaviors that are not constant or uniform and without the edge cases provided by more than 5000000000 Kilometers of natural 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. And seeing machines recently launched its 3 pillar embedded strategy, which will ensure we are able to meet the growing challenges faced by carmakers 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. 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 L3 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. SING machines is expanding its investor base as driving monitoring technology continues to advance to center stage across the automotive industry. And 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 complimentary experience, which boosts our ability to guide the leadership team to deliver on the company objectives. As Clive 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 McGlow, who's going to take us through a short presentation. Thanks very much, Kate. So Kate's mentioned already that our purpose is, for us, at least, very, very meaningful. It drives everything that we do. I'll just provide out outlines some facts for you here to really bring to life, why this purpose is so important and 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 have ended up in a fatality, but it's almost certain that a good proportion of them would have. In addition, 7,900,000, almost 8,000,000 distraction events have been detected. And, this kind of result has a profound impact on human life. Drowsy driving increased as the risk of accident by between 4 and 6 times. It's one of the major killers on our road. 60 eight percent of all road crashes involve some type observable distraction, which leads us to more than 1,300,000 road deaths every year. So that's why we exist. So let's turn to some highlights for the year. You've already received the, full year accounts for last year. But I thought given the progress that we've made, given the issues that we've successfully managed through COVID 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 30th October 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. So year to date, 30 October, we posted revenue of $12,800,000, 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. So in that, we're quite pleased. We raised additional cash, recently, as everybody knows, with an Australian dollar 28,000,000 placement to a large U. S. Investor. We now have a strong balance sheet and the capacity to execute on our Our Fleet business, which is very important and certainly important over the course of the next 2 to 4 years as 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 20 fourseven service that keeps truck drivers and operators safe at the wheel. Every day of the week. So as at 30th October, we had installed 25,300 units Hardware sales was slightly ahead of that rate at 3500 units, and that lag between hardware sales and installations is quite normal, but, of course, exacerbated by the, the difficulties presented in some of our markets, through COVID. We are quite pleased over the markets where we have the largest representation, essentially the southern hemisphere, Australia, New Zealand, Chile, and Mexico, are performing very, very, very well and taking up the slack, for those markets that are still in some kind of lockdown. So that 3500 units represents a 15% increase on the closing balance of last financial year, We've acquired 4 new distribution partners that will begin to sell our product around the world. And, at this point, we're very happy with the progress of Fleet. We've mentioned several times now, our 3 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, 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. And, finally, we've got, an MOU in place with L3 Harris, and we're working through the final stages of that commercial agreement. So just a couple of points on automotive, which most have been covered, but 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, And, and we can do that, now, with our, DMS product. And, occupant product. We have very strong relationships with the, silicone and sensing participants in the market. Xilinx is very well known. We've spoken about Qualcomm as well, but there are certainly others, and those relationships are a building, month on month. Our fleet business we would define, our specific niche and fleet as been part of the video safety telematics market. Which is a very large and rapidly growing subset of the much larger telematics industry. This subsegment is characterized by low levels of penetration and very high growth. So 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, 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, and we expect that that will continue. And the growth of our distribution partners, as mentioned earlier, should also see our volumes increase month on month. Aviation, 5 year endeavor, we, really have built some fantastic relationships I think everyone's well aware of the industry suffering, through this COVID crisis. But 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 III 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. So that's all I wanted to say today. And, I have, as we are, you're pleased with the results year to date. Thank you. Thank you, Paul. So we'll now move to the formal business seizures we're using today. As we said in the notice of meeting this year, because of the government restrictions as a result of COVID, 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 by 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 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 the notice of meeting to send questions to the company's 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 by the chat function in Zoom. We will only respond to questions relevant the formal business of the meeting and will combine questions which are similar. So 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 5th November 20 was sent to all registered shareholders within the requisite time period. Both the notice of meeting and the annual report are available for shareholders download in accordance with the instructions given for attendance at the meeting. I now table the notes of meeting and will take the notes 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 resolution to the meeting, and I'll 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 underacted 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 pm, daylight time on Saturday 28th November 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. So the first item of business is to receive the annual financial report, direct support, and the auditors report for the company for the year ended 30 June 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 6 resolutions before the meeting today, and I will take each one in turn. So can I ask the company secretary, have there been any questions in relation to this, this item? There are no questions in relation to this item. Thank you. So I'm now going to move on to, the resolutions which are subject to Evoque. So the first Item of formal business is the election of Herad Foster as a director. Herad was appointed as an independent non executive director by the board on the 1st through December 2019. Rule 6.2C of the Constitution provides that where the Border points are, the Director holds office only until the end of the next general meeting of the company following the director's appointment. Her ads profile and experiences set out in the notice of meeting. Resolution 1 is on the screen, and I now put the resolution to the vote, to the meeting that Mr. Hara Foster, who vacates office under Rule want to see of the constitution and being eligible offers himself for election, be elected as a director of the company. Proxes received on this resolution are also shown on the screen. Susan, can you let me know if there are any questions on this resolution? There are no questions. Thank you. So I now put this resolution to the vote. Please register your vote. The next item of business, Resolution 2, is to consider the election of Mr. John Murray as the director. John was also appointed as an independent non executive director on the 1st December, 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 often held for re election at this meeting. His profile and experience was set out in the notice of meeting. Resolution 2 is on the screen, and I'll now put the resolution to the meeting. Mr. John Murray, who vacates office under Rule 6.2C of the Constitution and being eligible office himself for election, be elected as the director of the company. Proxies received on this resolution are shown on the screen, and I'll just ask Susan, whether there are any questions on this resolution. There are no questions. Thank you. Please now vote on Resolution 2. Moving to Resolution 3, the next item of business is to consider the election of Michael Brown as the director. Michael was appointed as a non executive director on 14th May 2020. And in accordance with point 2C, if the company's constitution must retire from office at this meeting, but is eligible for reelection at the meeting. Michael is eligible and is often himself for election at this meeting. His profile and experience has set out in the notice of meeting. Resolution 3 is on the screen, and 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 in sale for election, be elected as the director of the company. Proxies received on this on this resolution are shown on screen. And I'll just ask Susan now if there are any questions on this resolution. There are no questions. Please vote on Resolution 3. Moving to Resolution 4. The next item concerns the reelection of Mr. Yong Kang NG as a director as required by the company's Constitution. I refer direct- I refer shareholders to the notes of meeting for the experience and details of NG, who is seeking reelection by shareholders at this meeting. As noted in the notes of meeting, the board unanimously supports the reelection of Mr. N. G. With he he himself abstaining. Resolution 4 is on the screen, and I now put the resolution to the meeting. That Mr. Yong Kang and Gee, who require who retires in accordance with rule 6.4a of the Constitution and being eligible offers himself for election, be reelected as the director of the company. Proxies received on this resolution are shown on the screen. So is there another any questions on this resolution? There are no questions. 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 5 is on the screen. And I now put the resolution to the meeting. That for the purposes of Rule 2.1 C8 of the Constitution and for all other purposes, approval is given for the issue of securities under the SING Machines Limited Employee Benefits Plan as amended from time to time as an accept as an exception to Rule 2.1b of the Constitution on the terms described in the explanatory statement. Propsies received on this resolution are shown on the screen. So is there any questions on this resolution? There are no questions. Thank you. Please register your vote for Resolution 5. Moving to the final resolution, which concerns approval from the shareholders of the issue of shares under the private placement concluded last month with Federated Hermes. And thereby seeks to refresh the company's placement capacity back to the 15% limit in any 12 month period. Our 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 the ratification and approval of the prior issue of fully paid ordinary shares in the capital of the company to Federated Himes on the 28th October 2020 of 372,000,000 shares at an issue price of, 4.1p, British pence, 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. So is there another any questions on this resolution? There are no questions. Thank you. Please now register your votes on Resolution 6 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're available. And now I have one last item of business. Please advise that I have been I have received the resignations of 2 of our long standing as based in the United States, and they are Doctor. Rudolph Berger and Estellez 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. So I'll 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 Sea 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.