Thank you. Welcome, good afternoon or good morning, ladies and gentlemen. My name is Kate Hill, and as Chair of Seeing Machines, it's my pleasure to welcome you to the 2025 Annual General Meeting. Paul, can we please confirm that we have a quorum present?
I can confirm that. Thank you, Kate.
Thank you. Having been advised by the Company Secretary that a quorum is present, I declare the 2025 AGM open. I would like to introduce my fellow directors, our CEO and our Company Secretary, as well as some other attendees today. We have non-executive directors Stephane Verdy and Harad Foster on the line. We have Paul McGlone, our CEO, and Paul Wenk, our Company Secretary. Also present is John Roberts, partner at PwC, our auditors. Unfortunately, John Murray is unable to attend today's meeting. He has a conflicting AGM, so he sent his apologies. For shareholders using the online voting platform today, if you experience any technical difficulties during the meeting, please call our share registry, Computershare, on the number shown on the screen. The helpline is +61 3 9415 4024.
I would like to acknowledge the traditional owners of the different lands in Australia on which we're meeting today, including Ngunnawal Country, the location of our head office. I would also like to pay my respects to their elders, both past and present, and I extend that respect to other Aboriginal and Torres Strait Islanders who are also attending today. The agenda for today's meeting will commence with a short Chair's address. Following this, the Annual Financial Report, the Director's Report, and the Auditor's Report will be presented to the meeting. We will then proceed through the formal items of business, following which we will bring the meeting to a close. I'll now give my Chair's address. Good morning, fellow shareholders, directors, and guests. It is my pleasure to welcome you all to the 2025 Annual General Meeting of Seeing Machines.
Thank you for joining us today and for your continued support and commitment to our shared mission of getting everyone home safely. FY2025 has been another significant one for Seeing Machines, moving us closer to the key date of 1 July 2026, where, in Europe, camera-based DMS becomes a required technology for all passenger cars, vans, trucks, and buses in the region. We welcome regulatory advancements in other jurisdictions as they start moving in the same direction, as the trend for transport safety continues to proliferate around the world. We have continued to make progress and established and built on important strategic partnerships during the year. Our work with Magna has continued together as we promote our Driver and Occupant Monitoring System technology seamlessly integrated into the rearview mirror behind the glass.
We have deepened our relationship with leading French tier one Valeo, and we have also welcomed a significant investment from and collaboration with Mitsubishi Electric Mobility Corporation. Guardian Generation 3 is now well and truly launched and, as demonstrated earlier this month, is attracting attention from large multinational organizations as they seek out genuine safety solutions that will help mitigate risks associated with professional driving, protecting their staff and the communities through which they drive. This momentum, while well underway in Europe, has not been confined to regulated regions. As our teams progress the growing pipeline, together with key partners like Mitsubishi Electric in the Americas and Europe, we expect to be communicating more good news more often. We have the attention of key transport, logistics, technology, self-driving, and oil and gas companies, to name a few key segments.
The market is competitive, but we know that our opportunity is substantial. The global acceptance of driver monitoring system technology continues to grow, reinforcing our mission to improve transport safety. Our team works closely with international organizations such as Euro NCAP and government regulators in Europe and the U.S. to promote the adoption of advanced driver and occupant monitoring systems. In September, I was delighted to see our team launch our non-fatigue impairment capability, in particular for intoxication, a crucial development for regulators, especially in the U.S., where it has been called out as a priority by government and consumer safety bodies. This is a clear demonstration of our commitment to and collaboration with regulators, industry bodies, and a genuine focus on transport safety.
We remain committed to our goal of achieving cash flow break-even run rate by the end of this year, and we look forward to being cash generative in 2026. Our people remain at the heart of Seeing Machines. Our global team of engineers, scientists, and professionals is united by a shared commitment to innovation and human safety. Our approach to responsible AI ensures transparency, fairness, and accountability through our development process. Leading this organization as it shapes the future of transport safety through innovation and commitment is a privilege, and I'm honored to serve as Chair of Seeing Machines alongside my director colleagues. Every milestone achieved by our teams strengthens my belief in our vision and in the positive global impact we're making together. Finally, as previously announced, Harad Foster will be stepping down from our Board at the conclusion of this meeting.
Harad has been on our Board since 2019 and, in that time, has been steadfast, insightful, and supportive. On behalf of the Board, I'd like to thank Harad for his service to Seeing Machines, and I know I speak for everyone at Seeing Machines to wish, as we wish him all the best in his future endeavors. Thank you again for your ongoing trust and support. I look forward to another year of growth, innovation, and success for Seeing Machines. I'll now explain the voting and question procedure for this meeting, which are also set out in the notice of meeting, which was made available to all shareholders on the 3rd of November. First of all, how to vote and ask questions. Paul, if you could put the slides up on the screen for this section, please.
Shareholders who are registered on the Company's Australian share register can vote online using the online voting platform, which is found in the notice of meeting. Once you have registered and logged into the platform, you can commence voting when I open the polls using the vote icon shown on your screen. Please ensure you see a tick against the item you're voting on, as that indicates that your vote has been received. You may change your vote at any time until polls are closed by selecting the icon on your screen, Change Your Vote. Shareholders can submit a question by using the Q&A function in Teams. When addressed, your question will be read out loud to the meeting by the Company Secretary. Please include your registered holder name with your question. We will address questions at the appropriate time in the meeting.
If we receive a number of questions on a similar topic, we may choose to amalgamate them, and we may not attribute a question to the particular shareholder who asked it. Please note that only shareholders, proxy holders, or shareholder representatives, including corporate representatives, where validly appointed, may vote and submit questions or make other statements at the meeting. The notice of meeting invited shareholders to send questions to the Company Secretary ahead of the meeting. I have been advised by the Company Secretary that no questions were received. I'll now move to the formal business of today's meeting. The notice of meeting dated 31 October was sent to all registered shareholders, and I will take it as read. A copy of the notice of meeting is also available on the regulatory news service for AIM and on Seeing Machines' website.
The notice of meeting sets out the agenda and the items to be considered at this meeting. Please note that as Chair of the AGM, I will be voting all undirected proxies in favor of all resolutions. As set out in the notice of meeting, a poll will be conducted on all resolutions put to the meeting, and the results of the poll will be announced on our website as soon as they're available. Before the vote on each resolution, we will disclose on the screen the valid proxy votes received for the particular resolution prior to the meeting. The first item of business is the receipt and consideration of the 30 June 2025 financial report for the Company and the reports of the Directors and the Auditor. No vote is required on this item of business.
I will now open for questions from shareholders for either the Company or the Auditor on the financial statements or the audit. I also invite any questions on the management or governance of the Company. I note that no questions for the Auditor were received before the meeting. Paul, do we have any questions coming through on the chat?
No questions on the chat.
No. Thank you. I would like the polls to open now, please. With the reports received, I will now move to the resolutions before the meeting today. As mentioned earlier, all voting will be conducted by way of poll, and I declare the poll open. I will provide a warning when polls are to be closed to allow an opportunity for all shareholders to submit their votes. The online voting platform will continue to accept votes for approximately three minutes following the close of the polls. The first resolution before the meeting relates to the re-election of Stephane Verdy as a Director. I refer shareholders to the notice of meeting, which contains Stephane's biography. The Board, with Stephane abstaining, unanimously supports Stephane's re-election. Resolution one and the proxies received are shown on the screen.
I now put the resolution to the meeting that Stephane Verdy, who retires in accordance with Rule 6.4A of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company. Paul, do we have any questions on this resolution?
No questions, Kate.
Thank you. Please now enter your vote in relation to Resolution one. The next resolution for today's meeting is to consider for approval the issue of the Managing Director's FY2026 long-term incentive rights. I refer shareholders to the notice of meeting, which includes details of the proposed resolution. The Board, with Paul abstaining, unanimously supports the issue of the rights to the Managing Director. Resolution two and the proxies received are shown on the screen. I now put the resolution to the meeting that, for the purposes of Section 208 of the Corporations Act 2001, Commonwealth, and for all other purposes, approval is given for the Company to issue to Mr. Paul McGlone and/or his nominee 19,910,161 rights on the terms and conditions in the explanatory statement. Paul, do we have any questions on this resolution?
No questions, Chair.
Thank you. Please now enter your vote in relation to Resolution two. The final resolution for today's meeting is to consider for approval prior issues of rights and options to the Managing Director for the purposes of Section 208 of the Corporations Act. I refer shareholders to the notice of meeting, which includes background on this resolution. The Board unanimously supports this resolution. Resolution three and the proxies received are shown on the screen. I now put the resolution to the meeting that, for the purposes of Section 208 of the Corporations Act 2001, Commonwealth, and for all other purposes, approval is given for the Company to issue to Mr. Paul McGlone and/or his nominee number one, 7,500,000 rights with immediate vesting, an ill-exercised price, and an exercise period to 30 June 2028.
Two, 12 million options with immediate vesting, an exercise price of GBP 0.0441, and an exercise period to 30 June 2028. Three, 12,500,000 rights with vesting at 30 June 2028 based on achievement of the specified share price hurdle. Four, 12,500,000 rights with vesting at 30 June 2026 based on achievement of the specified EBITDA hurdle on the terms and conditions in the explanatory statement. Just a reminder, this resolution addresses the fact that we did not put this resolution to shareholders back in 2019, as we should. Apologies for that. Paul, are there any questions on this resolution?
There's a question on the resolutions, not specifically on this resolution, but there's a question around whether or not there's any intention for a new non-executive director to join the Board in the context of Mr. Paul's resignation.
Yes. Look, I will answer that question. Can we just close off this resolution first? I think there are no questions on this resolution, this number three resolution. Is that right, Paul?
Correct. No questions on this resolution.
Thank you. Could you please vote on this third resolution? Then we have dealt with the resolutions. Turning to the question, at this stage, we do not plan to appoint another director. We have redistributed the workload between the three remaining non-exec directors, and we plan to run with the smaller Board for the next three to six months, and then we will consider whether we do need to add another director. That is the plan at this stage. Hopefully, that resolves that question. Do we have any other questions, Paul?
One more question, Chair, from one of the shareholders. I'd like to know how the Mitsubishi trial is progressing for the Generation 3 product.
Thank you. Thank you for that question. I think Paul McGlone, our CEO, is probably the best person to answer that question. Can I hand over to you, Paul?
Yes. Thanks, Kate. Look, the trial has progressed very well. The acronym is MEED, Mitsubishi Electric Elevators Division, in the U.S. The trial is very small in nature, but the strategic implications for us are quite important. The elevator industry in the U.S is encumbered by a nationwide industrial relations sort of overlay. It is a heavily unionized environment, one in which moving forward with new technology or literally anything that impacts the workers requires the support of the union. We are working through that process with the customer right now. The results of the trial are very positive within the context of what we do and the risks that we are trying to identify, fatigue and distraction, primarily. The big opportunity here is to secure the support of MEED and potentially have this set of results be presented to the national industry and therefore get national union support.
Now, there's a lot of work to go on that. This is one of those things that is a little bit of effort, fairly thin in terms of its impact on us, but has the potential for a profound opportunity once we get there. It is a complex environment, heavily under an industrial relations overlay, but we're working through this in a really positive and constructive way, and I'm quite confident that we'll get a pretty positive outcome.
Thank you, Paul. Paul W., are there any other questions?
No further questions, Chair.
Thank you. We are nearing the close of the AGM now, at which time I will declare the polls closed. For those joining online, please ensure you have voted and that you see a tick on your screen next to the three resolutions. The online voting platform will continue to accept votes for approximately three minutes following the close of the polls. I will pause shortly now to allow those joining online to finalize their votes.
Chair, we've had another question. I just wonder if we could—the question's directed to Paul McGlone, whether Paul could give a summary of current trading performance.
Paul, is that something you can comment on?
Yeah. Look, the current trading performance is in line with the statements that we've made since our last trip to London. We have an expectation that we will, on a run rate basis, achieve our cash break-even position at the end of this year. What that means for a company like us that essentially has quarterly payments—we have a working capital cycle that's linked largely to the automotive supply chain structure and payment structure, quarterly payments. Between the end of this calendar year and the first quarter next calendar year, we expect to be in a position where we are cash flow break-even on a run rate basis, as we have articulated several times before. I think there's no change to that.
We're experiencing very positive sentiment from OEMs and our tier one customers in Europe, which relates to the GSR pool of our royalty products in automotive. We're seeing an increasing pipeline and rate of sale in our Guardian business, and we have costs well under control. They are the three factors that we've spoken about in the past that lead us to the cash flow break-even run rate position at the end of this year, and we see no change to that. We feel pretty positive with regard to the results for the full financial year.
Thank you, Paul. I'll do a last sweep for any questions, Paul W.
Just one remaining question or clarification as to, in relation to our recent announcement of 1,100 units in North America, whether or not the confirmation that we're unable to name the counterparty is for non-disclosure reasons.
Indeed. I think that is the case. If we were allowed to name the counterparty, I'm sure we would have done.
Indeed. Correct.
Chair, that's the end of the questions.
Thank you. If there are no further questions, that does conclude the formal business of the meeting. To all our shareholders who've joined today, we appreciate your attendance and your ongoing support of the company. I thank all the staff at Seeing Machines for their valued contribution over the year. I now direct that the polls be closed, and I declare the meeting closed. Thank you again for your attendance.