Spacetalk Limited (SPA) Earnings Call Transcript

Good morning, everyone. My name is Georg Chmiel, and I'm the Chair of Spacetalk Limited, and I will be Chair for today's meeting. On behalf of the Board of Directors, it's my pleasure to welcome you all to our General Meeting of Shareholders. As there is a quorum present, and it is after the appointed time for the meeting, I declare the General Meeting of Spacetalk Limited open. My fellow directors, Mike Rann, John Bird and Simon Crowther join us today also. Thank you to everyone attending via the online AGM technology today. The online AGM technology allows shareholders, proxy holders and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy have the ability to ask questions and submit votes. Questions can be submitted at any time. [Operator Instructions] Please note that while you can submit questions or comments, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on the same topic, we will merge them together. Due to time constraints, we might run out of time to answer all your questions. If this happens, we will answer them in due course via email or by posting responses on our website. We will certainly give our best efforts to answer everyone's questions. Lastly, we will only answer questions related to the items on the agenda. Any questions relating to general business or other topics can be addressed at the 2025 Annual General Meeting on 20 November 2025. Voting today will be conducted by way of polls on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. For those attending this meeting and voting on the online AGM technology, if you're eligible to vote at this meeting, a new polling icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I appoint Boardroom Proprietary Limited, our share registry to be returning offices. Before we start, I would like to say a few words of thanks to our existing and new share and noteholders. As we said in our annual report, the last financial year was a defining year for Spacetalk as we successfully advanced our corporate strategy built around the vision safety at every stage of life. In doing so, we transitioned from a hardware-led to a software-led business designed to be scalable, predictable and cash generative. We will talk more about that at the AGM. However, today, it is for me to acknowledge and thank our share and noteholders, among them, Thorney and all of you for providing us with the capital to drive growth in our business further. Today's resolutions are all related to this. And now without further ado, let's go straight to today's meeting. I now declare voting open, and I will provide ample notice to complete your voting prior to closing of voting. Attending from Spacetalk executive team are Innocent Ndoda, CFO; and Company Secretary, Hasaka Martin. No apologies have been received for today's meeting. The notice of meeting dated 7 October 2025 was made available to shareholders. And if there's no objection, I shall take the notice of meeting as read. Where a vote is required on a particular item, the valid proxies received in advance of the meeting for the proposed resolution will be shown on the screen to enable shareholders to view them as each item is considered. I will address the resolutions, and any questions received in respect of the resolution during each item of business. I note that as Chair, I intend to vote undirected proxies held in favor of all resolutions. Your Board recommends that you vote in favor of all resolutions. Resolution 1, ratification of prior issue of April placement shares. The motion before the meeting proposes the ratification of the prior issue of April placement shares. The motion is to consider and if thought fit, pass the following resolution as an ordinary resolution that for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 9,035,715 April placement shares to the April placement participants on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the Chair are intended to be cast in favor of the resolutions. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow shareholders to lodge any written questions and comments on the online platform. Hasaka, are there any written questions in respect of this item of business?

There are no written questions at this stage.

And any verbal questions?

No, there are no verbal questions at this stage, Chair.

Thank you. There being no questions, I invite you to submit your vote. Resolution 2, approval to issue shares on conversion of Thorney notes. The next motion before the meeting proposes to approve the issue of shares upon conversion of Thorney notes. The motion is to consider and if thought fit, pass the following resolution as an ordinary resolution that for the purposes of Section 611, Item 7 of the Corporations Act and for all other purposes, approval is given for the company to issue up to that number of principal shares as it's calculated by dividing the principal amount of the Thorney notes by the conversion price and that number of interest shares as is calculated by dividing the interest accrued on the Thorney notes by the interest conversion price to the members of the Thorney Investment Group, which will result in an increase to the Thorney Investment Group's voting power in the company beyond 20% on terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the Chair are intended to be cast in favor of the resolution. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow shareholders to lodge any questions or comments on the online platform. Hasaka, are there any written questions in respect of this item of business?

There are no written questions, Chair.

And any verbal questions from shareholders?

I don't have any verbal questions, Chair.

Thank you. There being no further questions, I invite you to submit your vote. Resolution 3, approval to issue PAM notes. The next motion before the meeting proposes to approve the issue of notes to PURE Asset Management, PAM. The motion is to consider and if thought fit, pass the following resolution as an ordinary resolution that for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the company to issue 1 million PAM notes to PAM or its nominees on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that the undirected proxies directed to the Chair are intended to be cast in favor of the resolution. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow shareholders to lodge any written questions or comments on the online platform. Hasaka, are there any written questions in respect of this item of business?

There are no written questions, Chair.

And any verbal questions?