Welcome to the Sosandar 2022 annual general meeting. I now hand over to Bill Murray, Non-Executive Chairman. Bill, over to you.
Thank you very much, Tamsin. Ladies and gentlemen, I'd like to welcome you to the company's annual general meeting. My name is Bill Murray, your company's chairman, and I'll be chairing this meeting today. I'm joined by Julie Lavington, by Alison Hall, our joint CEOs and founders, and also by Steve Dilks, our chief financial officer. Also in the room you have the rest of the Sosandar board, and a couple of shareholders. I'm also delighted to welcome a number of attendees who are participating in this AGM via the PI World platform. So to remind you, participation in the meeting virtually via that platform does not constitute attendance at the AGM, and I'm afraid you will not be permitted to vote at the AGM. Thank you in any event for your participation.
There are also a number of people attending this AGM who are not members of the company and who are acting as representatives for members. Unless anyone has any formal objections to the attendance of such participants, I shall continue by formally opening the meeting. The quorum for this meeting is two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member, or a duly authorized representative of a corporation, which is a member. Having checked the number of persons present, I declare that a quorum is present, and I further therefore declare the meeting open.
In the notice of the meeting, we asked for questions to be submitted beforehand, we haven't had any of the such questions submitted, so in order to deal with things efficiently, we're gonna move straight on to the formal part of the business and deal with the resolutions. We will have time for a few questions after that, if there are any. Now, as stated in the notice of the AGM, the company will issue a trading update covering the six-month period to the end of September 2022 in October 2022, as is our normal practice. Can I therefore request that you limit any questions to matters relevant to the business of the meeting, as there will be no comment on current trading and no new material information will be disclosed during this meeting.
If you wish to ask a question, use the Q&A button on your screens. Ladies and gentlemen, I would now like to start the formal proceedings of this annual general meeting. The notice of AGM was issued on the twenty-second of August, twenty twenty-two, and due notice of the meeting has accordingly been issued to the company's members. With your permission, I propose that we take the notice convening the meeting as having been read. Is this agreed? Thank you. Now, before proceeding to the business of the meeting, I need to remind you of the methods of voting.
In line with corporate governance best practice, and in order that any proxy votes of those shareholders who cannot attend and vote in person are fully reflected in the voting on the resolutions, voting today will be done by way of a poll on each of the resolutions put to the meeting. This gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded in proportion to the number of shares they hold. As it may take some time to complete the poll procedure, it is likely that the final results of the voting, including the proxy votes on each of the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practical after the meeting. There are three options for each resolution.
You can vote for the proposed resolution, against the proposed resolution, or you may withhold your vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against the resolution. As I mentioned, it may take some time to complete the poll procedure, and it's likely therefore that the results of the poll, including proxy votes already received, will be announced through our regulatory information service and posted on our website as soon as practical after the meeting. We will now proceed to vote on the resolutions which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received.
Resolutions one to eight are proposed as ordinary resolutions and require a simple majority to be passed. Resolution 9 is proposed as a special resolution, which to be passed, requires a majority of 75% to vote in favor of the resolution. Resolution number one is to receive the reports and accounts of the company for the period ending 31st of March, 2022, together with the auditor's report on those accounts and reports. Any questions? No. I now propose as an ordinary resolution that the shareholders of the company receive the reports and accounts of the company for the period ending 31st of March, 2022, together with the auditor's report on those accounts and reports. I hold 74,237,585 proxy votes in favor and no votes against, with 140 withheld. Thank you.
Resolution two is to re-elect Nick Mustoe as he retires as a director and becomes eligible for re-election as a director pursuant to the company's articles of association. Any questions? I now propose resolution two, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 74,220,635 proxy votes in favor, 16,950 against, and 140 withheld. Thank you. Resolution three is to re-elect Adam Reynolds as he retires as a director and becomes eligible for re-election as a director pursuant to the company's articles of association. Any questions? I now propose resolution three, the text of which has been set out in the notice convening the meeting as an ordinary resolution.
I hold 74,220,635 proxy votes in favor, 16,950 against.
What is this vote?
Thank you. Resolution four is to re-elect Alison Hall as she retires as a director and becomes eligible for re-election as a director pursuant to the company's articles of association. Any questions? I now propose resolution four, the text of which has been set out in the notice convening the meeting as an ordinary resolution. Please vote now by ticking the appropriate box on your poll card. I hold 74,220,627 proxy votes in favor, 16,958 against, and 140 withheld. Thank you. Resolution five relates to the election of Jon Wragg as director, who's been appointed by the board since the company's last annual general meeting. Jon Wragg retires as a director and becomes eligible for re-election as a director pursuant to the company's articles of association. Any questions?
I now propose resolution five, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 74,220,635 proxy votes in favor, 16,950 against, and 140 withheld. Thank you. Resolution six relates to the election of Lesley Watt as a director, who has been appointed by the board since the company's last annual general meeting. Lesley retires as a director and becomes eligible for re-election as a director pursuant to the company's articles of association. Any questions? I now propose resolution six, the text of which has been set out in the notice convening the meeting as an ordinary resolution.
I hold 74,200,627 proxy votes in favor, 16,958 against, and 140 withheld. Thank you. Resolution number seven is to appoint Saffery Champness LLP as auditor of the company from the conclusion of this meeting until the conclusion of the next annual general meeting of the company, of which accounts are laid, and to authorize the directors to fix the remuneration of the auditors. Any questions? I now propose resolution seven, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 74,200,535 proxy votes in favor, 16,450 against, and 740 withheld. Thank you.
Resolution number eight is to generally and unconditionally authorize the directors in accordance with Section 551 of the Companies Act 2006 to allot shares and rights to subscribe for shares up to a maximum aggregate nominal value of GBP 73,802.77. Are there any questions? I now propose resolution 8, the text of which has been set out in the notice convening the meeting as an ordinary resolution. I hold 74,137,863 proxy votes in favor, 72,722 against, and 27,140 withheld. Thank you. Resolution number eight is to subject...
It is subject to the passing of the previous resolution to give power to the directors in accordance with Section 570 of the Companies Act 2006 to allot equity securities as defined in Section 560 of that act for cash, either by way of a rights issue or other preemptive offer, or up to a maximum aggregate nominal value of GBP 33,211.24, as if Section 561(1) of the act did not apply. Any questions? I now propose that resolution, the text of which will be set out in the notice convening the meeting as a special resolution.
I hold 70,492,854 proxy votes in favor, 10 chairman's discretion, 3,701,971 against, and 42,890 withheld. Thank you. Just before closing the formal part of the meeting, I'd like to take the opportunity to thank Mark Collingbourne, who has recently stepped down from the board for his service over the last four or five years, and to properly welcome both Jon Wragg and Lesley Watt, who have joined us in the last few months. That concludes the formal proceedings of the meeting. We now have an opportunity to take any questions either in the room or via the platform, which I'm hoping will have been submitted while we were doing the resolutions. We have a few minutes. Do we have any questions? Richard, could you introduce yourself so that those who are listening online can know who you are, please.
I'm Richard Strachan, a random private investor, and shareholder. I would imagine I speak for a lot of people on the line offering very, very warm congratulations for up to the thirty-first of March and the sensational start to the year. Congratulations, and it's a lot of hard work and to go from zero to maybe GBP 40 million this year in six years is sensational. I'm sure I speak for a lot of people on the line. If we agree that Ally and Julie's sort of key USP is their ability to pick up on the site guests, to run stuff like a news desk, to be able to understand what people are thinking on a day-by-day basis, and that is the USP of this brand or one of the many USPs.
To what extent is that gonna be extremely difficult when you go to, say, Germany or another European country, to find somebody or several people who can have that kind of ability to tap into what the people in Germany are thinking on that day? How are you gonna find those people? To what extent do you think that would be very difficult?
I'll take-
Let me just start that, Richard. I think we will be deliberately general in terms of the-
Yeah
of the comments because we're not proactively in Germany or other places at the moment.
Sorry, forgive me for picking that as a random example.
Yeah. Our business as we speak is predominantly UK.
Okay.
To talk about anything beyond that would be to cast into the future.
Yes.
And we would be-
I think there's a simple answer.
Yeah
To the question though, actually, which is, I actually think the USP of this brand is the product.
Okay.
I think that has been demonstrated by how well we've traded with our product on Marks & Spencer, John Lewis, and Next. Because obviously what you're talking about there is that's how we communicate with our own customers on our own website. I totally understand where your question is. With M&S, John Lewis, and Next, and now Very as well, that's just product. We just give them our product, and our product has resonated brilliantly with those customers. Without any communication from us. I think it's really the fundamental most important thing is our understanding of women and what women want to wear and that highly differentiated product, and that's really I think. If you had to pick one USP as to Sosandar, that's I would say is it. To me, that translates potentially anywhere.
Let me take them online and.
Yeah.
Come back. What I'm gonna do is I'm gonna take all questions in the room first, if I can, and then we'll pile into the online if there are any.
Okay. Well, I've one more.
Please do.
Given that Sosandar are almost always offering discounts on sosandar.com, why are people buying and why are you being so successful on third-party sites when you know, is there a danger that people are gonna realize that if they go to sosandar.com, they are always gonna get a really good offer, whereas maybe you quite often sell at full price on the third party sites. Is there a danger of sort of margin erosion and that sort of thing? I don't know if that's a forward-looking question.
I think no. I think there's probably something to be said from a more general perspective. I'll give the team the answer, the opportunity to answer you properly. I would just say at the outset, I think your perception is slightly incorrect. The majority of our inside sales are not discounted sales. They're full price. Let me. Steve or Ali may have more sort of depth to that or Julie.
As Bill is right, the majority of our sales are full price. They're not discounted. We do use discounts tactically as an acquisition tool in order to convert new customers. As Julie said, we're selling really well across third party, full price, and ourselves. It's used as a tactical marketing tool, but it's not something that we are doing as a mainstay to sell our clothes. It is not. Like, the discount isn't the main way that we sell our clothes either. It's just an acquisition tool.
I mean, we have lived through a curious couple of years.
Yes.
It has to be said, there have maybe been more periods where it's been necessary to work your audience harder than would normally be the case. You know, we're not a discount brand by any way, stretch or means. Tamsin, are there any questions being submitted online?
Yes. We've got one question from Alan Charlton who opens up, "I'd also like to pass on my appreciation to the board for such a superb year of progress. 142% organic growth is truly exceptional and many congratulations. Hugely impressed." He goes on with a question, "One feature I've noted in the annual report was that you held 22 board meetings last year and also have six NEDs. I very much like the experience of the NEDs we have and the clear entrepreneurial bias. It's unusual for a company of this size to have 22 board meetings and six NEDs. Was the 22 board meetings an unusual feature of last year, or does it indicate that the NEDs are more actively involved in the company?
That's a very good question, and it's lovely to know that people are reading that far deep into the annual report. What you've highlighted is a shift in the way that we manage and govern the business. For a lot of the period under report, we were subject to COVID restrictions. Right at the start of COVID, as a board, we decided it was appropriate for us to meet electronically using Zoom, actually on a weekly basis. We then shifted to a fortnightly basis as we felt we were getting things on a more even keel as COVID progressed.
We are all of the view that meeting regularly, briefly, allows us to remain close to the business, allows the business to be much more agile, to respond and gain all of the input from the non-exec on a regular basis. We've started meeting in person again, as you can see, and we do that every two to three months. We've maintained the fortnightly half hour to 45 minutes on a Zoom call together. It's something that actually in all the businesses I'm involved with has become more the case. I think Sosandar is a brilliant example of that more modern, agile, flexible approach to governance in action. Anybody want to add to that there?
No.
Any other questions, Tamsin?
No, that's the end of the questions remotely.
Thank you. I've got two minutes left on my watch. Would you like one more?
I'd be interested if you could comment on air freight and the different freight methods that you've used over time. Because I know that, you know, there's. Well, could you comment on that and what percentage is currently air freight and so on, if you're allowed to say that.
We probably can't talk about right now, but more generally, Steve will have a good answer for you, I think.
Yeah. I will stay away from what we're doing today, if you don't mind.
Yeah. Of course.
...because of course that's not in the public domain. Historically, the business was predominantly air freight. If we look at the annual report, we've started to transition that to a more balanced mix between air, sea, and freight. It almost links to the country of origin of where the goods come from, and there are more sensible routes from different markets and equally different product types. We use different methods for obvious reasons. If it's heavier, putting that on a plane is always gonna be more expensive. The balance is shifting to being a much more equitable mix where we can have flexibility to choose the best route from the best supplier or the best country of origin. I think selecting on a case-by-case basis is very much the methodology that we use.
With an eye on the environment.
There's a balance. That's fair. There's a balance, isn't it, between speed to market, cost, and environmental impact or maximizing the benefit of all of those three, working in tandem.
Okay. That brings the formal proceedings and questions to an end, and I accordingly now declare this annual general meeting of the company closed. Thank you very much for attending both in person and for all those of you online. The final results of the meeting will be announced to the markets through our regulatory information service and posted on our website as soon as practical after the meeting. Thank you.