Good afternoon to everybody, and welcome to Bapcor Limited's Two Thousand and Twenty-Four Annual General Meeting. My name is Angus McKay, and I'm Bapcor's Chief Executive, Executive Chair and Chief Executive Officer. On behalf of the board, I'd like to thank you all for joining us here today in person and online. I'd like to start by acknowledging the traditional custodians of the land on which we're meeting today. For those of us present in the room today, we're in Wurundjeri Country, home of the Kulin Nation, and I pay my respect to elders past and present. We recognize the continued connection of all First Nations people with the country across Australia and on the lands where Bapcor operates. I'd also like to introduce my fellow directors. To my immediate right, Mr. Mark Powell, our Lead Independent Non-Executive Director, and then in alphabetical order, further across, Mark Bernhard, Margie Haseltine, Brad Soller, Kate Spargo, and James Todd. For the sake of completeness, I should note that I am an executive director and not considered to be independent. Also in the room today are George Saoud, the group's Chief Financial Officer, George Sakoufakis, the Company Secretary, as well as members of the executive management team. I'd also like to make a warm welcome to the company's auditors, PWC, represented by Ms. Alison Milner, as well as Juliana Mazza, representative of the company share registry Computershare Investor Services. It is now past 1:30 P.M., and the Company Secretary has told me it's time that we have a quorum that is present, and I therefore now declare the meeting open. The notice for this Annual General Meeting was circulated to shareholders within the required period. Accordingly, if there are no objections, I'd like to move to the notice and take it as read. Today's meeting will be physically held at Bapcor's registered offices, located at Tullamarine, Melbourne, and online via Computershare meeting platforms. This format allows shareholders, proxy holders, and guests to attend the meeting both physically or virtually and to ask questions and submit votes online. All attendees can watch a live webcast of this meeting, which will also be recorded and made available to review on, after the AGM on Bapcor's website. Before we move to the formal business of the meeting, I'd like to run through a few procedural and housekeeping matters so that we can ensure this hybrid meeting performs in an effective manner. I'll then turn to the meeting agenda. So how to ask a question. Before each resolution is put to shareholders, shareholders will be given the opportunity to ask questions on the specific question. To ensure an orderly meeting, the Chair will only be taking questions that directly relate to that question in hand or that resolution in hand. Prior to the conclusion of the meeting, I'll open up to general relevant questions. Online attendees can submit questions at any time. To ask a question, select the Q&A icon, type your question into the text box. Once you have finished typing, please hit the Send button. Although you can submit questions from now on, the Chair 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'll consolidate them into a single query. To ask a verbal question, please follow the instructions written below on the broadcast. For those attending the meeting in person, when questions are invited, you can ask it by approaching the microphone, showing your red card or your yellow card, and providing your name. If you're eligible to vote, you can press the Vote icon, and all resolutions will be activated. 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 will receive a vote confirmation notification on your screen. If you'd like to change your vote, you can do so until the time when the Chair declares the voting closed. If you're attending in person and are eligible to vote, you may complete the voting items on the reverse side of your red or yellow card. These cards will be collected at the end of the meeting by a Computershare representative. I now declare the voting open on all items of business. Please submit your votes at any time, and the Chair will give you a warning before moving to the closing of vote. As well as those shareholders online today, the holders of approximately 245 million ordinary shares, or 72% of the company's total issued share capital, have sent in proxies. On each item of business is read at today's meeting, the total number of valid proxies received for that item, and by way of those proxies that have been directed, will be shown on the screen. These figures will be at the closing time of each receipt of proxies, which was 1:30 P.M., Monday, the fourteenth of October. In my capacity as Chair during this meeting, we'll be voting all available undirected proxies in favor of each item of business. But before we move into the formal business of the meeting, I'd like to address shareholders in relation to the company's progress during twenty twenty-four and our objectives going forward. A copy of my address to shareholders and the presentation that is attached to it were delivered today and lodged with the stock exchange at the ASX and will be published on Bapcor's website. As Executive Chair and CEO, I'll give an overview of Bapcor's progress during the Fiscal Year 2024 and into Fiscal Year 2025 before the formal items of business are considered. I will chair the meeting for the first two items of business, the consideration of the company's Audited Financial Statements, and the related reports for the year ending the thirtieth of June, 2024 and for Resolution one, the re-election of Mark Bernhard as director. I'll then pass over to Mark Powell, our Lead Independent Director, for remuneration and related resolutions: being Resolution two, adoption of the 2024 remuneration report; Resolution three, being approval and the grant of sign-on rights to the Executive Chair and CEO; Resolution four, approval of the grant of the 2025 performance rights to the Executive Chair and CEO under the LTIP program; and Resolution five, approval of potential termination benefits in relation to the Executive Chair and CEO. Once all resolutions are complete, I'll resume the role of chair and address the general questions that may come at the end of the meeting. I've been Chair and Executive CEO for some eight weeks, and I have to say it's a privilege to have joined Bapcor at such an important time in the company's history and at such an important time to our shareholders. I believe the company has enormous potential. Since commencing, my core priorities have been in delivering the commitments that we made at our full year results presentation, of course, learning the business, meeting employees, and meeting with our major shareholders. I've been working with the leadership team to form a clear strategic agenda, and it's fair to say, working fairly fast. Before joining, I'd formed a view of Bapcor that it's an excellent company with great potential. Two months later, that position remains unchanged. I remain excited about the journey ahead and all that we can achieve. This position is based upon several points that include Bapcor. It's strong, it's well-positioned business in what I would consider a resilient auto market aftermarket sector. It's a healthy balance sheet and cash flows. Revenue has grown year on year since it first listed in 2014. It is among the top three in the markets in which it competes. The company enjoys not just a strong but a stable market share with the independent repairers world and is growing in trade, key trade accounts, equipment, and in the auto electrical segment, and it has a depth of talent and experience within its team members, who are not only passionate about their industry and their products, but they are focused on delivering to their customers. It has been my experience that having good people selling the right products with the right levels of customer service is an excellent recipe for a positive shareholder outcome. It's for these reasons that I joined Bapcor. I'd like to elaborate on the decision to bring the Executive Chair and Chief Executive Officer roles together in one position. Although it is certainly less common in Australia than in other jurisdictions, Bapcor's decision to appoint the combined role of Executive Chair and CEO is driven from careful consideration and the listening of views coming from our major shareholders. Bapcor's board believes that the combined role will improve accountability and the speed of decision-making. It will strengthen Bapcor's ability to reset its business, to drive efficiency, and ultimately, to grow our position in our selected markets. Let me tell you a little about myself and how this enables the combined role. I have 30-plus years of experience in the executive ranks, and I believe a track record in improving operational performance and increasing shareholder value across a range of industries, both nationally and internationally, in the capacities of both Chief Executive Officer and Chief Financial Officer. My approach is values-led. By this, I mean a common set of organizational values to drive team cohesiveness and accountability. Bapcor's stated values of getting things done in the right way put customers in front and center of everything a company does. Values are inordinately important to myself. I recognize that that's very easy to say, but my experience goes to making this a reality. In creating the combined role of Executive Chair and CEO, Bapcor's board has put in place measures to ensure Bapcor continues to have clear separation and open communication in respect of governance requirements. The board has appointed Mark Powell as Lead Independent Director. Mark will fulfill the role of Chair whenever I am conflicted in this capacity, to assist the board in reviewing my performance, and to provide a separate channel of communication for shareholders, especially as issues may arise regarding my performance. Mark's role took effect on the twenty-second of August, 2024. So now let's reflect on Bapcor's 2024 position. The company has said the results were disappointing. I stand by that point of view. A statutory loss of AUD 158.3 million, including AUD 253.1 million post-tax of significant items. That was some AUD 296.8 million on a pre-tax basis, that reset the businesses as we look into the future. Now, these mainly related to non-cash impairment items within the retail segment, distribution center rationalization plans, and restructuring costs. Bapcor reported 0.8% overall revenue growth to AUD 2 billion, and three of its four businesses, Trade, New Zealand, and Specialist Wholesale, delivered either steady or growing top-line growth. Pro forma NPAT of some AUD 94.8 million was in line with the guidance provided in May 2024. Trade New Zealand segments both grew earnings in the 2024 fiscal year. Group earnings were significantly negatively impacted by the performance of both Retail and our Specialist Wholesale segments. Corporate costs, including employee costs and occupancy, adversely affected our performance, as did the rise in interest rates. Bapcor's balance sheet was maintained at a strong level, and we delivered good operating cash flows. At the company's announcement, it confirmed several management actions that have been put in place in quarter four of the 2024 Fiscal Year to address business complexity. These included rationalizing its distribution network, transitioning circa 20% of smaller warehouses into our bigger distribution centers. This was to reduce costs, to better utilize our distribution sites, optimizing inventory, and providing a wider range of products to our customers. To date, the company has exited a quarter of the planned warehouses. The company made reductions in headcount in its head office, removing more than 100 non-customer-facing roles. It rationalized its Specialist Networks segment into consolidating the trucking brands into a single business and bringing the Auto Electrical business into a single operation to optimize the go-to-market strategy for each of those and to deliver better value for our customers, improving service and efficiency. Focusing on the core business and exiting non-core businesses is a fundamental. The recently announced sale of our MTQ diesel fuel injection business is an example of this. We expect that sale to close this half. Management actions are resulting in what we would estimate to be between AUD 20 million and AUD 30 million in savings across the Fiscal 2025 year. Progress will be updated at our half one announcements, but to reiterate what we said at our results, we expect those to be second half weighted. To reiterate, the profile of these savings are back-end weighted, and we are on track. Additionally, we announced that we'll be reviewing our retail and our wholesale businesses, and I can confirm that that work is underway. At our 2024 results, management also announced the scaling back of the Better Than Before, or BTB, transformation program. BTB was designed to extract value from improvements in pricing, procurement, supply chain, and property. The program involved numerous initiatives which required both investment of resources and capital. The potential benefits of the program did not meet the expectations to the extent that we originally envisaged. The ability to achieve these benefits was impacted by the complexity of our business and the result of that, the lack of integration of many of the acquisitions Bapcor has made over multiple years. Key initiatives which will retain and add value are in place inside of the business but are being delivered through business as usual activity rather than an overall transformation program. The BTB benefits program is not to be reported going forward. Now, before I move on, let me just recap where we got to with the private equity response. On the eleventh of June 2024, Bapcor received an unsolicited, indicative, and conditional non-binding proposal from Bain Capital Private Equity to acquire 100% of the shares of the company by way of a scheme of arrangement at a price of AUD 5.40 per share. After considering the proposal in detail, the board rejected the non-binding proposal. The board was of the view the proposal did not properly reflect the value of the company and was not in the best interest of our shareholders. Bapcor has made excellent progress on our diversity, equity, and inclusion within its senior leadership cohort, that being the group leadership team and their direct reports. In Fiscal 2024, Bapcor reached 35% female representation in this cohort, doing so two years ahead of the original target, which was scheduled for the end of 2026. Bapcor is focused on modeling DE&I at all levels of the company. This has come coupled with the company's collaboration with the Australian Automobile Aftermarket Association members, which in 2024 launched a new industry partnership promoting gender equality in the automotive aftermarket industry. Bapcor absolutely acknowledges the imbalance in diversity at a board level and is currently managing the board member succession to address this target appropriately. That target will include gender diversity and the right balance of skills. In 2024, Bapcor conducted a review to prioritize the ESG areas that matter most to the company, the environment and its supply chain, and the activities that we undertake. The results of this assessment will inform our strategic ESG roadmap. It made its first voluntary disclosure that aligns with the recommendations of the Task Force on Climate-Related Financial Disclosures, and established a cross-functional climate reporting working group. This program of work has prepared Bapcor for the introduction of mandatory climate and sustainability regulations. The company progressed its waste management practices, significantly improving the performance of diverting waste from landfill. Its sustainable packaging program continues to evolve, and performance improved from a position of getting started to a rating in the early stages of advanced in our second year, in association with the Australian Packaging Covenant Organisation's reporting regime. Bapcor has published its first standalone ESG report, and that's available on the company's website. Consistent with the direction given at our full year results announcement, the company is focusing on simplification and the basics of running our business well, to enhance growth, to reset the cost base, and to drive a more efficient business that benefits our customers and the employees that serve those customers. We are well progressed on the operational improvements. Completion of the previously announced headcount reductions has occurred, and we've exited operations from a quarter of our planned warehouses that we're consolidating into our centrally based distribution centers. These actions are expected to deliver that range of AUD 20 million-AUD 30 million in Fiscal 2025, skewed to that second half. Savings from the headcount reductions are coming through in half one of the current Fiscal Year, and savings from the DC rationalization moves are weighted into the second half. I will reiterate, we are on track with the initiatives that we proposed. As of September 30, total revenue is up by 0.7% versus the prior comparative period. Bapcor Australia's trade and specialist network business are performing well. The retail environment, and of course, our performance within it, continues to be a more challenging environment. Since my arrival, the senior leadership team and I are focused on the business performance and the delivery of our promises, and preparing a very clear strategic direction. We'll talk to that strategic direction after our half one results in quarter one of calendar 2025. That said, the leadership team and I, whilst developing a clear strategy and vision for the business, we're at a very early stage, but I'd like to share with you what we are focused on doing. Firstly, simplifying the business. This starts with the way we work with our customers, wanting to make sure that the experience is as easy as possible. It then extends into the Bapcor business, looking to simplify how we are structured and how we will work with each of the businesses across the wider business. Secondly, we want to strengthen our customer position. We'll continue to strengthen our core customer-facing business units. These include Burson, Autobarn, our commercial vehicles, and all electrical groups, just to name some. Our fundamental focus must be on serving the customers who are so valuable to us. Our third focus will be leveraging our supply chain and our network. We have an extensive supply chain offering, quite unique, and I believe an advantage. Simplification and speed to customer at their core. We'll continue to build on this position. Fourthly, service. At our core, we are a fulfillment operation. Parts and products delivered to customers with superior service, superior product knowledge, are at the heart of what we must do brilliantly. Fifth, we'll grow. We'll look to appropriately grow our footprint to be better able to serve our customers, and importantly, to leverage our proximity to those customers, and finally, we need to be fit to compete. We'll continually optimize our cost base and appropriately invest in the right capabilities for both now and into the future. Finally, I'd like to thank everybody that has welcomed me to Bapcor and supported my transition, and will continue, I hope, to support my transition. In particular, I want to acknowledge the work that Mark Bernhard has done as Interim CEO and Managing Director. Mark stepped into an executive role at a challenging time, and he did an outstanding job. He led new initiatives to simplify our operations, reduce our cost, and importantly, stabilize our business. So thank you, Mark. Mark has now returned to his role as an Independent Non-Executive Director, and the company continues to look forward to his continued contribution. To Margie Haseltine, who has played an important and enduring role with Bapcor over eight years and has served as Chair for the last three. On behalf of the board, I'd like to say thank you, Margie, for her dedication and her effort. Her contribution has been significant, and the company has evolved in so many ways with the benefit of her input over that time. As I said earlier, Bapcor acknowledges the imbalance in diversity of our board, and we will be addressing that as we look to replace our latest NED. So with that, we'll now move to the formal part of the meeting. Shareholders and proxy holders can vote on each of the items of business to be conducted at today's meeting in person or via the Computershare online platform. Instructions on how to vote, how to ask questions, were provided at the start of the meeting, and for those online, please refer to the Computershare online meeting guide for any further questions you might have. The phone lines are now open for any verbal questions. To assist with the efficient running of the meeting, we'll group questions related to the same subject matter together. Our first item of business is the consideration of the company's audited financial statements and the related reports for the year ended 30 June, twenty twenty-four. The Corporations Act requires the audited financial statements and related reports of the 2024 Financial Year to be laid before the meeting. I now declare that these reports, which were available to shareholders on the 21st of August, 2024, via the ASX and via Bapcor's website, have been laid before the meeting. Although shareholders are not required to formally vote on the company's financial and related reports, I would welcome any discussion or questions on these reports. As I mentioned previously, the company's auditors, PricewaterhouseCoopers, and Alison Milner, the partner responsible for the company's audit in the 2024 year, is in attendance today to answer any question on the conduct of the audit or the content of the auditor's report. I am advised by the auditors that no relevant questions have actually been brought to their attention prior to this meeting. Confirmed. If there are any attendees in the physical world that would like to ask a question, please approach the microphone, show your red or yellow card, provide your name, and we'll take your questions. Thank you. Are we on? Now we're on. Correct? Sounds like you're on. Thank you. Yeah, my name's Stephen van Emmerik. I'm the Australian Shareholders' Association Monitor for Bapcor. So, thanks for the opportunity. Thanks for Mark and various others meeting with us for a meeting before the AGM. I've got a background at Caterpillar and Parts Distribution and so on. I've been a professional investor for about 20 years, so that's my way of saying I'm not completely clueless. Just a couple of questions about the financials. Better Than Before, McKinsey came in. There was about AUD 32 million spent. You know, were there any specific outcomes, I guess, that were positive out of that? Any big wins? And, you know, if not, why not, and who was responsible? So maybe if I take that question and ask others along the line. Mark, I'll get you to jump in. I think the first part is, I'm responsible. You know, I think that, that's where it now stands. You know, Better Than Before was a program that was put in place to leverage value out of the organization. There are many great ideas that are being brought back into the organization. The overall quantum and the overall transformation program was not what we wanted, and hence why it has been, I suppose, disbanded. There are many segments that we'll look at within that world around pricing, the way we manage inventory, the way we go to market, our cost structure, that we are bringing back into the world, and the announcements that were made as of the end of the financial year do cover areas of that. So specifically, the way we want to manage inventory, the consolidation of warehouse sites, and the reduction of our headquarter staff. Mark, is there anything that you'd add? Yeah. Thanks, Angus, and thanks for the question, too. The way I'd probably characterize it, you know, we certainly had a level of ambition in the projects. We probably had too many initiatives as we went through the. But a lot of the, as Angus said, you know, the key parts of the program around pricing, procurement, supply chain, property, all of those things are things that we need to work on, and we are continuing to work on those, but it's in a much more simplified way. We're working on taking complexity out of the business, simplifying the business, to help us unlock some of those benefits. Yeah. Thank you. One more question, just on the financial side. You know, the write-down of approximately AUD 253 million, I guess, AUD 191 million impairment of intangible assets. This presumably reflects, you know, with the benefit of hindsight, poor quality of past acquisition decisions. What were the biggest things, I guess, written off? When were they purchased? And, you know, who made those decisions? Yeah, Mark? The majority relates to the retail division purchased off Metcash. I think it was 2015. So it's quite a while ago. They certainly performed reasonably, not with a huge impairment, headroom, but certainly during COVID, like a lot of retail, they performed reasonably well. But post-COVID, they did. You know, it became clear they weren't performing enough to justify that, and they were impaired, but it goes back to 2015 largely. So, like, that's 80% of it, 50% of it? What sort of- I think 70%, sorts. 70% relates to retail. Okay, thank you. If there are no other questions from the floor, Karen, are there any questions online? No online questions. No online questions. Great. Thank you. So if that's the end, I'll now ask that the company secretary records that the audit accounts, the financial statements and related reports for the 30th of June, 2024 have been received and have been considered by shareholders. Our next item of business is Resolution one. This relates to the re-election of Mark Bernhard as a director. Mark was appointed to the board on the 1st of March, 2022, as an independent non-executive director, and his qualifications, background, and experience are summarized in the notice of meeting. I'd now like to ask Mark to just briefly address the meeting, if you would. Thanks, Angus, and good afternoon, everyone. As Angus mentioned, I now have a little over two and a half years involved in the business. I bring over 30 of experience in the automotive industry, which saw me working internationally for about15 y ears across diverse markets, from the mature markets of the U.S. and Europe to the rapidly expanding markets of Southeast Asia and China. My executive career included many highlights, but I was CFO for General Motors in China and also here in Australia, and then from 2015 to 2018, the Chairman and Managing Director of General Motors Holden. I'm also a Non-executive Director of Healthy Male, a not-for-profit that provides information for men's health, and I'm Chair of their audit and risk committee. I did relinquish my non-executive director role at Carbon Revolution, a high-tech carbon fiber automotive wheel manufacturer based in Geelong, back in February, and it was at that time I stepped in as the Interim CEO at Bapcor and remained in that role until Angus joined. I took on the responsibility to stabilize the team, and we started the journey to reduce cost, simplify the business and become more externally focused with the plans we announced at the full year results. My time in the role amplified my understanding and depth of knowledge of Bapcor. We have a skilled team of very passionate people, from stores to distribution and right through our head office. We have a portfolio of great brands and businesses. We have strong relationships with our customers and with our suppliers. We have made great progress on ESG and improving the corporate culture. No doubt, there is a complexity in the way we operate, but we have plans to simplify the business. We're an opportunity-rich organization, and that's what really excites me, unlocking that value. In closing, I'm really excited to be able to play my role back on the board, and I hope I have the support of you, our investors, to do that. Thanks, Angus. Thank you, Mark. So the resolution appears on the screen, and I'll take that as read. Also appearing on the screen are the details of the valid proxy votes on the resolution. If any attendees in the room would like to ask a question, again, please, I'll say we'll hand a microphone to you rather than approach the mic, and please show your yellow or red card and provide your name. So are there any questions from anyone attending? No. Karen, I'll turn to you to see if there are any online questions. There's no online questions on this resolution. Great. Thank you. No online questions have been received for this resolution. So I'll now formally put this resolution to the meeting. As previously advised, I'm now gonna hand over the chairing of this meeting to Mark Powell. Thanks, Angus. Okay, moving to resolution two. Good afternoon, everyone, both in the room and online. My name is Mark Powell, and I'm Bapcor's Lead Independent Director. Resolution two is a non-binding resolution to adopt Bapcor's remuneration report, which is set out in the company's 2024 Annual Report. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes received on this resolution. Okay, so if any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card and provide your name. Steven? Thanks, Mark. I understand ex-CEO, Mr. Meehan, was let go following the, you know, I guess I call it the failure of Better Than Before. He's paid AUD 1.25 million for the year after he was let go. I'm not sure if any of your retail shareholders here have been paid AUD 1.25 million after being let go. But I'd just be interested in you know, what value he's provided, you know, for being paid that money since that day. The first thing is it was an agreement at the time, when he retired, and, that agreement had benefit to the company, I believe. We have met with Noel regularly. I've met with him myself. I'm meeting with him again shortly. Certainly, that, the in-depth relation diminishes with time, but basically, overall, I think from an arrangement for shareholders, it's been overall beneficial. Mm. Karen, any questions online? We've got one question from Stephen Mayne. Did any of the five main proxy advisors recommend a vote against any of today's resolutions, including this remuneration report? If so, what reasons did they give, and will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protests? Best practice is now to disclose the proxies to the ASX, along with the formal address, to offer more timely disclosure to the market. Will you adopt this practice at next year's AGM? ... There's a few questions in there. I'll try and remember them. Firstly, we've got the up-to-date valid votes there displayed as well, you can see. The different proxies, ASA, ASX, Glass Lewis, ISS, Ownership Matters, we met with all of them. They all had different conclusions, actually. And the people who subscribe and relate with those various proxies will know what their recommendations were. But, you know, some were in favor of some resolutions and some against others. I'm not gonna go through them all. They're available for those who subscribe to them. So that's two of the questions. But there were a few. What else was in there, Karen? Will you adopt this practice at the next year's AGM that's disclosing it to the AS, the proxies to the ASX? Are we, are we saying disclosing individual proxy recommendations or not? I think it's disclosing that slide that is up there. Oh, it's disclosing the slide- The ASX. That slide that's there. We don't put that slide up- Well- -on the ASX. We're doing it already, so unless I'm missing the question, I think it's being done. Hopefully, I'm not misunderstanding the question. Okay. Any other questions online, Karen? None on this. No further on this one. Okay. Oops! Another question from the floor. Okay. Yeah, me again, Mark. Just a preamble to why I'm asking this question. Last year at the AGM, I asked why key management personnel had failed for two years to buy any shares with the money they received from their incentive payments, despite a stipulation they should, you know, use some of this money to buy shares within three years. On a positive note, I was happy to see that, you know, following the AGM and that question, you know, shares were purchased, which was great. You know, on the other hand, I think you could have maybe avoided that issue and maybe the perception around that issue, where maybe people weren't buying shares at AUD 7 or AUD 8, and then, later on, were buying at a lower price. If you had a slightly different remuneration plan, that kind of took that decision about when to buy the shares out of the individual key management personnel plans, like, I know you've got one at JB Hi-Fi, where you're on the board. Just be interested if the Remuneration Committee would be interested in giving me five minutes of their time after this meeting, to just have a quick chat about that. I'm sure Kate would be happy as chair of the committee. In terms of STI now, we have changed that. And it used to be, it, you know, with the STI that was deferred, if they already held the necessary minimum amount, they didn't have to. We've changed that, that the deferment will be all in shares. So that change has been made. We certainly support executives owning shares and board members. And in terms of considering Angus's remuneration, which is subject to some of these future resolutions we'll come on to, that was a factor as well. So thanks. But Kate will be happy to have a chat with you, Stephen. Understand. Thank you. Yeah. Okay, no more questions, Karen, online on this resolution? No further questions. Okay. I now formally put this resolution to the meeting. Okay, and now I'll move on to resolution three. Resolution three seeks shareholder approval for the grant of sign-on rights to Angus Mackay, the Company Executive Chair and CEO. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes received on the resolution. If any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card, and provide your name. Any questions in the room? Okay, there's no questions in the room. Karen, are there any questions online related to this resolution? Yes. So sorry, resolution three. This is a question from Stephen Mayne. "I am happy to vote in favor of these sign-on rights for Angus, but would like a commitment from Angus to put himself up for election as a director at next year's AGM. If he remains in the Executive Chair position, he is talking about bringing greater accountability to Bapcor, and such a move would increase his own accountability to shareholders. Is he prepared to make this commitment? I'm not sure I'm gonna put you in that position, to be honest, Angus. We'll take that on notice, and yeah, just take it on notice. Thank you. No, no further questions on this resolution. Okay. Okay, seeing there's no further questions, I'll now formally put this resolution to the meeting, and I'll now move to resolution four. Resolution four seeks shareholder approval for the grant of the FY 2025 Performance Rights to Angus Mackay, the company's Executive Chair and CEO, under the Long Term Incentive Plan. The resolution appears on the screen and will be taken as read. Also appearing on the screen are the details of the valid proxy votes received on the resolution. If any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card, and provide your name. Any questions in the room on this resolution? Karen, are there any questions online related to this resolution? There's no questions on this resolution. Okay. On the basis there's no further questions, I'll now formally put this resolution to the meeting. We'll now move on to Resolution five. Resolution five seeks shareholder approval for the provision of potential termination benefits to Angus McKay. If he ceases to hold an office or position of employment in Bapcor or a related body corporate. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes received on the resolution. Again, if any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card, and provide your name. Steven? Yeah. Just say your name, Steven, just so we- Yeah. Stephen van Emmerik, Australian Shareholders' Association. I think I asked this question at the pre-GM, but I'll just ask it again, so it's on the public record. You know, I hope Bapcor doesn't get taken over, and I hope we're here for the long term. But, if that doesn't happen, and, say, a change of control was to occur within a year, what would Angus be paid for one year's worth? Yeah. I think contextually, we share that hope. That is not the intention. And, yeah, so there's no hint of that. However, recruiting a seasoned executive at the time we did, like Angus, it was natural, and I think appropriate, that there was protection, in case of a change of control, so we structured the remuneration to do that. In the first year, what we can say is the sign-on rights would all vest, as well. And also, in terms of the performance rights, no less than 150% of TFR would vest as well in the first year. Have you got a ballpark figure? Our ballpark is no less than AUD 2.85 million in terms of the performance rights and the 216,056 sign-on rights, to be exact, would vest at the VWAP at that time. Yeah. Thank you. Yeah. We all hope that doesn't happen, unless there was something that we agreed was of substantial value to shareholders. Yeah. Okay, any questions online, Karen? Or termination. Sorry, we've just got one in from Stephen Mayne on this. There was 32% against the sign-on payments and a material vote against the second rem item. Please explain the different levels of shareholder protest on these three resolutions, and did there really need to be three separate Angus pay resolutions and no resolution for his election to the board? I think there did need to be three separate resolutions 'cause they're quite distinct overall. As to why individual shareholders took a different view on different resolutions, I can't talk for all our shareholders. We did meet, myself and Kate, as chair of Remuneration and ESG Committee, did meet with a large number of shareholders and with all the proxies, and they shared different views. The sign-on rights, I think they understood it, and actually, that's why, you know, the vast majority of shareholders have voted for it. They understood it. Some questioned when the date was of the VWAP before the timed at June the seventh, before the Bain offer came in. Some questioned that, so that might have been in their mind, but I can't speak for them all. But they certainly... You know, if you look at the resolutions four and five, there's a substantial majority of shareholders have voted for that by the looks of it, and what we know so far. And yes, it's a bit lower for the sign-on rights, but it's still a strong majority. And I think the other question we've noted. Any other questions online, Karen? No other questions for this resolution. Okay, I now formally put this resolution to the meeting, and now I'll hand over to, back to Angus, now we've covered off the areas where I'll be taking the chair. Thank you. So thank you, Mark. I confirm that all resolutions at this meeting have now been put to shareholders. Before I close the polling, I'd now like to address any questions that generally relate to the Bapcor business. So firstly, if there are attendees in the room who would like to ask a question, the usual approach, please take a microphone, show your attendance card, and please provide your name. Michael Barrett's my name. Is that on? It is, Michael, yes. Michael Barrett's my name. I've been a shareholder since you floated on the stock exchange. My holding has varied a little bit, but I've been a bit disappointed with what's happened in the last, I guess, two years. The other thing is that the meeting going for preceding this session is that it's been a little bit internally focused. Now, the auto space, and it's a very large space globally and in Australia, is in a lot of change, massive change, and just a couple of examples. The first one is that the auto distributors are morphing from the dealer model to the agency model. There's also the threat of Chinese cars, and they're acting as an entire industry collectively, because it is a centrally planned economy. The other thing is that I have investments in the mining industry, and the auto industry has absolutely created chaos in the mining industry because there's been a shift to the likes of lithium, graphite, cobalt, nickel, and a whole lot of other minerals. So this is really earth-moving type stuff, to quote a pun. But I really think that this company, and it's a good company, is under threat because you could really miss the heartbeat of this change. So how is the board and management looking forward going to address these issues and more that I've just raised? Well, thank you firstly for your question. I appreciate it, and thank you for your continued shareholding since we listed. You raise a number of very relevant things to both the industry, but also to Bapcor, specifically here in Australia. As I learn, one, the industry, but two, Bapcor, the business, all of those things I know are on the radar of those people helping educate me. I need to work with the team to inform what's our view of those threats and how we will deal with those, and equally importantly, how we deal with those in the right time. 'Cause obviously, the other thing that we need to put in space is not all those things will come to pass in a short period of time. Some of them will converge over time to come. I've already said that one of the core pieces of work that is already underway is a detailed review of our strategy, and that will include, fundamentally, the risks to us as a business and the way we want to go about, I suppose, approaching and mitigating those risks along the way. So I don't have express answers for you today, but can assure you that they are top of mind, and I would certainly say outside of this meeting, I'd welcome hearing your perspectives on the industry, given your knowledge. I've got a supplementary question. By all means. It was good to see that you're trimming the distribution chain. I'd like to think so. Now, you are building another Taj Mahal in Brisbane. Now, is that still going ahead or... Because it becomes a little bit of a logistics exercise whether you ship everything out of here and service the national market and hold stock in the branches or alternatively you actually hold stock in Northern Australia because that's a heck of a lot. What I've seen on the internet, that Taj Mahal is a lot of overhead there. I could be offended. I'm not. Around the Taj Mahal. Well, so look, we are building, well, we have built, in fact, another distribution center, on the outskirts of Brisbane. It serves as a similar model to the one down here, and its specific design is all around the efficient delivery of stock to our customers, sort of, if you like, in the northern part of New South Wales, Queensland and the Northern Territory. I'll also say we're doing a similar thing on a much smaller scale in Western Australia, and we'll look to what we do in Sydney and also Adelaide. Their express purpose is highly efficient distribution centers to get product to our customers as quickly as we can at the right economic value. So their pure intention, and you can hold me to this over the months and years to come, is to make sure that we have not just an efficient supply chain, but a competitively advantaged supply chain relative to our competitors in this marketplace. And if you're in Queensland, I'll happily organize for a tour of the Taj Mahal, and you'll see it's not so Taj Mahal. If there are no other questions. Oh, no? Stephen? Yeah, I've got another one. Just, well, I guess, good to see, you know, you've hit the ground running, and obviously you're doing a lot of things, cutting costs, et cetera, in the short term. Maybe a little bit of an unfair question, given you haven't been here that long, but, clearly there's a lot of complexity in the business, past acquisitions, et cetera. What do you see as the, you know, the biggest, really long-term operational issues that you need to address, and how do you think you're gonna go about that? So I won't say it's an unfair question. I think I've got a point of view right now. So we've talked to simplifying the business, so that's front and center. And I said that's. Make sure I'm clear, that's not just about cutting cost, that's making it simpler in terms of how we operate with the ultimate intent that our customers benefit from that simplification. Second one is, without a doubt, we need to keep growing. So, you know, the automotive aftermarket in Australia has got plenty of growth left in it, and we need our more than fair share of that. So growth is critical to us across the platforms. And then the third element is gonna be, yes, we have got. I'll say, a wonderful legacy of acquisitions. I mean, you know, I won't say anything other than our prior management teams have bought some very, very good businesses over that time. We need to stitch those together, which goes to simplicity in the customer proposition. And there is a degree of complexity that goes with that, but more importantly, there's just a great degree of time, because those things don't happen so fast after the event. They usually happen during the event, but those will give you the, I think, pretty consistently, the three things that I'm focused on, along with the leadership team, so if there are no other questions in the room, Karen, I might go to those that might be online. Okay, I've got four questions. The first one from Stephen Mayne: The Executive Chair said in his address today that some major shareholders had advocated for him to take the combined role of CEO and Chair. Could he please clarify which major shareholders successfully advocated for this approach, and whether any shareholders have expressed concern about this approach? Also, why didn't Mark Bernhard, who is up for election today, insist that Angus put himself up for election today, which is common practice for executive chairs such as John Gay at Gunns, Gerry Harvey at Harvey Norman, and Kerry Stokes at Seven. Executive chairs shouldn't use the voting exemption for CEOs. Thank you Stephen for the question. Let me start by addressing the major shareholders. As you would probably fully expect me to say, I'm not gonna talk about the private conversations we have with shareholders. That would be completely inappropriate. I will say that as I've now met with approximately 45% of our institutional base, over that period of time, lots of questions around the role, as I would expect, of those shareholders. Leaving the room, everybody understood the task that I suppose I had signed up for and, more importantly, that they are expecting of me. So I've walked out with the view that our major shareholders have that faith in what I'm supposed to do and will hold me to account to do it. In terms then of the voting of putting myself up for election, I think Mark has already addressed that. We'll take that on notice. Okay, then the next one, also from Stephen Mayne: Thank you to Margie for her eight years of service on this board, including the last three as Chair. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a Bapcor director, could Margie please comment on what she regards as the best decisions Bapcor made during her time on the board, and does she have any regrets? Also, what are her thoughts about Bapcor adopting the controversial executive chair governance model at this time in its history? So again, thank you, Stephen, for the multiple questions there. Margie has been very generous back to the board and certainly to myself as the incoming Executive Chair, around the lessons that she's learned over her journey with Bapcor and the advice that she would give me as, shall I say, the new boy in town. You know, this is Margie's last meeting with us, and she will officially step down at the end of this meeting. And so I, I'm gonna take, you know, Margie's question to myself and not go any further than that. Again, I would reiterate that the board would just like to thank Margie for her time and service over those eight years, and what she's been able to deliver. She should reflect very positively on where this business has come from and where it is today. Okay, the next one, also from Stephen Mayne: Which advisors did we hire to handle the Bain offer, and which advisors did Bain have on the job? How much have we spent so far on takeover defense? Could the Executive Chair outline his personal experience during his career in defending takeover offers in public companies? Does he agree that the Bain takeover offer was a distraction from his rapid-fire restructuring program? And has it impacted how he communicates about the program, given the importance of keeping the share price about the indicative Bain offer price? Again, thank you, Stephen, for again the multiple questions under that banner. And Karen, I might just ask you to keep me honest that I, that I do tick them off appropriately. So I'm not gonna talk about, you know, commercial arrangements that we have with our advisors, and I'm certainly not gonna speculate who Bain may have employed to do the work on their side. To my relevant experience, I think on the public record very clearly, I was part of a, I suppose, at one level, a starting point of the successful defense with Skilled Group around a public takeover there by a company called Programmed. That company ultimately did fail after we significantly increased the base bid price for the business under a scheme of arrangement. So that, that's on the public record. I think, Stephen, your questions around the way, I suppose, the Bain offer has influenced me. I think, just again, for the record, what I'm doing at the moment is learning and implementing what was already announced at the full year results. So I'm not in there restructuring the business as we speak. Where we go to strategically will be what we talk to at the end of our half one results or just beyond there. In terms of how you deal with an organization and its people with, if you like, a takeover bid in the background, it does mean you've got to very carefully tread around, making sure you bring people on the journey in what is a moment of uncertainty for them. That's what myself and the leadership group have been trying to do as we've, one, dealt with the Bain offer, but two, as we now think about what we need to do as an organization in terms of how we perform and how we put ourselves in a place whereby we're actually performing off our own bat rather than being propelled by actions that someone else might have taken. Our job is to play the game that we want to play, not the game that a suitor might wanna play. I think I've answered all Mr. Mayne's questions? Yep. He's got another one. Oh! ... So Stephen Mayne has said, "In terms of the Australian operation, how many enterprise agreements with unions does Bapcor have across the business? It is never easy to implement restructuring programs in heavily unionized workforces. Please summarize the level of union coverage across our business, and whether this includes multiple enterprise agreements with prescribed redundancy arrangements. What are the key unions we are dealing with as we downsize and rationalize our operations? So Stephen, I can tell you, we have two enterprise agreements across the organization. Also, we're not a highly unionized workforce. We have excellent relationships with our employees, and that's something of a matter of pride for the current management team. But equally, as we go forward, we want to retain great relationships with our employees. They are, after all, in the main, the people that deal with our customer base one-on-one. How we think about where the organization goes, getting them to buy into the future that we lay in front of them, is critical to myself and the executive team over the months to come. There's no point, a small portion of the business, who is predominantly not customer-facing, trying to pretend that we've got all the right ideas. We need to engage our workforce as we go through that journey. As to the more finite detail, I don't have those questions or answers to those questions at hand. That's all from online. Thank you, Karen. So, that will conclude, I suppose, the general discussion of business items. To put a bit of a timeline on things, in two minutes, I intend to close the voting system. So please ensure that you've cast your vote on all resolutions. And I'm now just going to sit down and do the same and come back in two minutes' time to formally conclude the meeting. Wonderful. I know it's probably a little short of the two minutes, but it's not a large crowd. So rather than keep you waiting, I'm now going to declare the voting closed. The results of the poll will be notified to the ASX, and they'll be published on our Bapcor website following the meeting. So at that, I'd like to conclude the meeting and thank everybody for their attendance, both online and in person. It's appreciated.