I have become aware of numerous defects within both the Notice of Annual General Meeting (“AGM Notice”) and the Notice of Meeting (“EGM Notice”) issued by our company on 23 September 2022. Specifically, the EGM Notice states that "The Directors of Structural Monitoring Systems Plc unanimously recommend that Shareholders vote all the CDIs they hold AGAINST all five resolutions" and the AGM Notice has seven instances where unanimous is used to imply that I support a proposed Resolution.
It is highly disturbing to me that my name and signature were affixed to documents that claim unanimity in the Board’s recommendation to vote against all five of the EGM resolutions, and unanimity in the Board’s recommendations to vote for many of the AGM resolutions. At no point that I can recall have there been any substantive discussions by the Board as to the contents of the fourteen resolutions set to be decided by shareholders across two meetings and there have been no such discussions at board meetings at which I was present.
'Unanimous' means ALL directors. I am a director of Structural Monitoring Systems plc. I have previously made no such recommendation as to how Shareholders should vote on the relevant resolutions. Even more disturbing is the attribution of statements to me in the 'Directors' Statement' on pages 2 and 3 of the EGM Notice of Meeting. I did not make those statements and do not support them.
From my further inquiries to Mr. Sam Wright regarding how my name came to be associated with these recommendations, he has informed me only of my prior verbal consent to hold the meetings. My consent to hold such meetings does not constitute approval or consent of your recommendations to shareholders.
In fact, back in July I repeatedly asked about the existence of a legal opinion allowing us to ignore the prior agreement the company struck with Drake that would allow Mr. Roberto to join the Board. No such opinion was ever furnished by Mr. Mclarty, and without such opinion, I believe that agreement should have been honored. As for Mr. Loechteken, I would never have supported a recommendation he be rejected from joining the Board, as I have known him for some time and believe his industry contacts and experience would prove invaluable to the future prospects of Structural Monitoring Systems.
Unfortunately, my experience as a Director of Structural Monitoring Systems has been marred by too many examples of this kind of behavior. As another example, claims that I have ownership in the company have been made which is not true. I only became aware of such claims by happenstance as my name was not spelled correctly, but it seems you mean to infer that I have this ownership position which is not true. 2 This continues a pattern of misstatements, intentional or not, by members of the company’s Board and/or management that I can no longer tolerate. The current Board of Directors is dysfunctional according to any normal standard, and there is no apparent attempt to fix this by adopting widely accepted board procedural conventions. Whether on purpose or not, I cannot tolerate these misstatements and things must change immediately.
Given the dysfunction at the Board level, I believe it is in the best interests of all shareholders to support the EGM resolutions. My support of the resolutions proposed in the EGM Notice stems from my belief that the initial combination of Mr. Loechteken and Mr. Roberto, along with yourself, will help to guide this company in a far more stable direction. Despite the traction we are starting to see with CVM after years of work from our operational teams, our success is by no means guaranteed. Having a strong Board independent of management is essential to converting our current traction to a sustainable CVM business.
I support the change to the Board of Directors proposed by the EGM and think the initial combination of Mr. Loechteken and Mr. Roberto, along with yourself, would help guide this company in a much more stable direction.
The matters of the resolutions were never discussed in any detail at any meeting that I was present, and any representation otherwise is false. As such, my name and signature should never have appeared as part of any “unanimous” recommendations from the Board. I demand an immediate correction to the Notices of Meeting so that it is made very clear to our Shareholders that I did not make these statements, that I do not support them, and am in fact in favor of the EGM resolutions. Without shareholder adoption, I will be left with no choice but to reconsider my future involvement at Structural Monitoring Systems as I cannot continue to serve as part of a dysfunctional Board.
I will allow you 24 hours to correct the false and misleading nature of these Notices of Meeting and am including the ASX on this email in an effort to make sure this is taken seriously and disclosed as quickly as possible to shareholders prior to the close of voting in 11 days. I will separately alert Drake, Mr. Roberto and Mr. Loechteken of my support for the EGM resolutions by sending them this letter.
In the meantime, I reserve all my rights.
Best,
Rick Deurloo Non‐Executive Director
SMN Price at posting:
52.5¢ Sentiment: Hold Disclosure: Held
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