This meeting is being recorded. 2022 annual general meeting of Dropsuite Limited. My name is Theo Hnarakis, and I am the Chair of Dropsuite. On behalf of the board of directors, I thank you for joining us today. It being just past 11 A.M., the nominated time for the meeting. The meeting having been validly constituted and having now been informed that a quorum is present, I declare the meeting open. There are three components of today's meeting. Firstly, after my opening remarks, our Managing Director and Chief Executive, Charif El-Ansari, will speak to a presentation that has been released on the ASX. We will take general questions following Charif's presentation. After this, we will progress to the formal meeting of the business of the meeting, where the resolutions provided in the notice of meeting will be put to shareholders. I will allow time for questions and answers regarding the resolutions before proceeding to vote on each resolution. I would like to begin by introducing my fellow directors, Dr. Bruce Tonkin, our Non-Executive Director, Mr. Charif El-Ansari, our Chief Executive and Managing Director, and Mr. Bill Kyriacou, our Head of Finance. Also present here today is our Company Secretary, Mr. Kobe Li. We also have online Mr. Rafay Nabeel, representing the company's auditors, Elderton Audit Pty Ltd, to answer any questions in relation to the audit. I will now take a few moments to explain the voting and question submission procedure that we will use today. Please also pay attention to the following slide, as this will assist you with the process. This year's meeting is done by poll. Instructions on how to vote are disclosed in the notice of meeting. We also have representatives from Automic with us today, so you can also vote physically if required. Once you press Submit, this will be taken as your votes being submitted. Your votes will then be counted, and results of the poll will be published on the ASX as soon as practical after the close of the meeting. You can vote at any time during the proceedings until I declare the voting closed. I will give you a clear prompt to warn of the close of voting. I will close the voting from all resolutions having been considered. We may then continue to the Q&A section if there's sufficient interest. We will ask for any questions with regards to each resolution. We will endeavor to give each shareholder a reasonable opportunity to ask questions. May I ask that you keep your questions related to the matter at hand as succinct as possible. I'll now open with my short presentation before we ask Charif El-Ansari to go through the investor presentation. Under the leadership of our CEO and Managing Director, Charif, and the Dropsuite executive team, the company has made significant progress against our strategic initiatives over the past 12 months, including executing on our strategy of delivering cash flow positive growth, delivering growth across all key financial and operational metrics. Expanding our management team and bench strength to provide the leadership and skill sets to drive further sustainable growth, and maintaining a strong balance sheet to provide the ability to drive organic growth and explore value-accretive acquisitions. The 2021 financial year has demonstrated the resilience of Dropsuite's business model and the strong reputation the company has developed within the industry. Dropsuite was again recognized by Info-Tech Software Reviews, reflecting our position as a trusted brand for our partners. Our company has continued to expand our breadth over the year. Dropsuite is now a multi-product, multi-channel, and multi-segment company. We are now established as a partner of choice for all email and productivity backup requirements across any platform, geography, customer segment, or vertical. Our financial performance across the year, which Charif will talk you through in more detail later, reiterates the robustness of our strategy and the commitment of management to set ambitious but achievable milestones for the business. Dropsuite remains well positioned to take advantage of the macro thematic drivers that continue to impact our business. Growing requirements for our partner base to manage and defend against the increasing scale and complexity of cybercrime, along with the accelerating adoption of cloud-based technology, provides Dropsuite with the opportunity to continue to drive partner growth in the foreseeable future. Growing government awareness of cybersecurity and the allocation of capital from government's budgets to build defenses against cybercrime will continue to propel our business. During the year, the company made the strategic decision to conduct a placement that would strengthen our capital position to fund potential acquisition opportunities and drive further investment in product innovation and improvements. The AUD 20.1 million placement completed in August 2021 was well supported by new and existing Australian and international institutional investors. The strategic decision to raise capital at the time also ensured the company remained resilient against any economic shifts and provides adequate capital for us to execute upon our next phase of growth. Looking ahead, the board management team continue to be active in assessing acquisition opportunities, and we remain committed to deploying the capital prudently and in line with our investment criteria outlined to the market with a focus on accretive and complementary acquisitions. I would like to thank the entire team at Dropsuite and our CEO and Managing Director, Charif El-Ansari, for his strong leadership and commitment to the strategy. I would also like to thank our shareholders for your ongoing support, and we look forward to keeping you updated over the year ahead. Thank you for your attendance once again. I will now hand over to our Managing Director, Charif El-Ansari. Thank you, Theo. I wanted to thank everyone for attending the AGM and for your continuous support. As Theo mentioned, we've built a solid company with solid foundations. We are a mission-critical solution for businesses big and small, and we've been growing at a very fast and healthy pace while making prudent investment for future growth. We can see that we are propelled with meaningful tailwinds driving growth in the overall backup and recovery industry at a double-digit rate north of 20% per year until the foreseeable future. That's driven by cybersecurity, by regulation, and the continuous movement from on-premise environments into the cloud. That bodes really well for a company like Dropsuite. We have been very focused on our approach. We have built products for critical data protection for websites, databases, email, and productivity, and we've deployed it globally in 14 data centers, specifically focused on OECD countries. We provide strong capabilities and features. Everything is automated. Everything is as simple as one click to restore data download with extensive search capabilities as well as compliance and archiving capabilities that continues to draw a lot of accolades from our partner ecosystem. What we're really proud about achieving in 2021 is positioning the company as the one-stop shop for our partners when it comes to email and productivity software. We're able to deploy our high-quality backup and archiving solution across any email platform, across the Microsoft as well as the Google ecosystem. We are available in all geographies of focus, from North America all the way to Australia and everything in between. We are able to cater to micro businesses all the way to enterprises with thousands of users, and we're able to cater to multiple verticals, including those that are regulated like healthcare and finance. The reason why we've been really focused on this single vendor story or one-stop story is the size of the addressable market, specifically when it comes to Microsoft and Google ecosystem. As you can see, it is expected that by 2026, the total install base will be very close to 600 million users. As you see from a Dropsuite standpoint, with 700,000 users, we still have a long way to go in terms of future growth. Now, the way we reach the installed base is by taking a focused approach on our partners and on the channel. We have about 400 partners that are directly transacting with us, in addition to thousands of smaller partners, managed service providers who are buying the product from our IT distribution and wholesale partners, in North America, Europe, and in Asia Pacific. What we love about this model is that it's highly scalable, as you will see when we cover our financials, and it enables us to reach a significant amount of small and medium businesses and large businesses through this channel-first model. We've been able to really draw on our advantage in the marketplace, translate it into high growth by really perfecting the partner experience as well as the user experience. We see them as two sides of the same coin. The other thing that we've done is we've built a truly scalable and cutting-edge cloud platform that's available in multiple locations that can be expanded very quickly when we see increased demand, and something we've done consistently in the last few years. Perhaps most importantly, we've built a phenomenal company culture of highly responsive, highly passionate team members across the world, from Asia Pacific to Europe, to U.S. and Canada. That has translated in Dropsuite taking the number one spot in software reviews for backup for email backup in comparison to some much larger competitors like Mimecast and Veeam and Commvault. That's really a testament to the quality of products that we built, of course, boosted by a high-quality team that is really focused on a limited set of critical applications and delivering very, very strong features and scalable products that are pleasing our partners every single day. All this has translated into solid numbers for 2021. Keep in mind that we follow the calendar year, so our fiscal year is January to December. You can see that we've grown our revenue by north of 60%. At the same time, you can see our operating expenses growing at only 20% year-on-year, and that has translated into both cash positive cash flow and positive EBITDA and underlying EBITDA with strong improvements across the board. When you look at our operational metrics, remember, we are a SaaS company with 100% recurring revenue. We really look at those key operational metrics as another measure of success. We have hit AUD 15 million of ARR for December 2021. We've grown our ARPU by 20%, grown our users by 50%. Our churn continues to be absolutely world-class at sub-3% per annum. We continue expanding our partner base, and we also have solid net revenue retention of greater than 125% on a year-to-year basis. When it comes to our cash flow, you can see that we've really turned a corner in 2021 with turning a positive cash flow for the year versus almost AUD 2 million of cash burn in the previous two years. That's expected to continue in 2022 and beyond. This enables us to really continue our growth story and continue reinvesting in our business to take full advantage of the tailwinds that we outlined earlier. The fact that our products are leading in the market, the fact that we have a growing partner network all around the world, especially in OECD countries, and also the fact that we still have a lot of room to grow with our existing partners and our existing products, and of course, with a strong team that we continue building. The philosophy here is that we continue pressing for meaningful growth year-on-year. We reinvest this into the business while staying profitable and cash flow positive. There are three areas for this growth, right? Number one, existing growth, and we talked about how much room we have left there. Number two, we have talked openly about introducing new products organically within 2022. Before the end of 2022, we'll be introducing new products that can be cross-sold to our existing and growing partner base. Lastly, we are looking into high conviction, accretive acquisitions in 2022. You can see here with further detail when it comes to the existing business. I'd like to make sure everybody keeps in mind that not only is the number of users in Microsoft and Google ecosystem large, but when you look at the penetration that we have with MSPs, Managed Service Providers, we have barely scratched the surface with only 2% penetration. We still have 148,000 partners that are still not doing business with us, and this is only in OECD countries. The second one is new product innovation, and this is something where we have been able to build a very strong engine for backup and recovery for SaaS products, and we expect this to continue. We cross-sell to existing partners. We enrich the ARPU and the gross margin in the process as well. The third one is we continue seeking accretive acquisitions that obviously are in the SaaS data protection business. The concept here is to broaden our solutions and to cross-sell additional products to our existing and growing partner base. This should lead us to grow at a much faster pace than the industry, which is growing at north of 20% per annum, and this will enable us to continue our leadership in the marketplace. In closing, we continue to be really optimistic about what's to come. We are in a phenomenal position here in terms of execution, in terms of tailwinds, in terms of being a leading player in the backup space, and in the fact that we've built a phenomenal culture and a strong team, in the fact that we are seeing continuous ARR growth and also reaffirming our intent to be profitable and cash flow positive for 2022. With this, I conclude my presentation, and I move back to Theo for the second part of this session. Thank you. Thank you, Charif. I would like now to open the floor for general questions to the board and management in relation to the presentation that Charif has given. You will have the opportunity to ask questions pertaining to each resolution when we get to the formal business of the meeting. I was advised by the company secretary that we have three questions that were sent to us prior to the meeting opening. Perhaps I'll cover those and then open the forum to have other questions raised. The first question is: Given the ongoing strong growth of Dropsuite's revenue and the large proportion of revenues from the North American and European markets, would the board look at increasing the number of directors? If so, would the board consider adding directors based in its largest markets, mainly in the U.S.? I'm happy to answer this question. Our board is a very small but a very engaged board. Without question, as our company grows, in particular in those larger markets, it will be on the agenda for us to add an additional director and possibly even two in the longer term. However, given our focus at the moment and our discretionary and incremental growth, our focus is purely in using the incremental working capital that we're generating into increasing the bench strength of the management team and investing in the product and innovation for the company. The time will come, and that may be early next year onwards, that we would consider adding a director, but they would need to come with unique skills in the markets that we're focused on. Unique skills in that they would have to represent the same culture and level of engagement to support management in achieving our goals. As much as perhaps in the shorter term, it is not a consideration, it is a consideration in the medium to longer term as the company grows and as we fine-tune our requirements of the skill set that we require to add value to the company from a board perspective. The second question I'll hand to Charif to answer, but I'll phrase the question first. Could you give shareholders an update on your acquisition process? Have discussions with potential targets changed following the recent volatility in public equity markets? Charif, would you answer that, please? Thank you, Theo. I have to say that our conversations are going strong when it comes to M&A. At the same time, we're taking a more cautious approach to ensure that we have the highest conviction possible before we go into any formal due diligence process. That's going on in terms of seeking and having conversations. I'm also taking the opportunity that now that travel is open, to be able to meet some of these target CEOs in person when I go on trips to the United States, for example. There's also some subdued expectation on valuation, which I think bodes really well for us, given the fact that we have the money in our bank account. Now, that said, I've been very clear and we've been very clear as a board as well, that we are really focused on high conviction acquisitions, where you've got highly scalable products that are with ARR. We're not gonna acquire a company with only products with no revenue, for example. Products that are complementary, that we can sell relatively easily to our growing partner base, and of course, very importantly, companies that have good culture, where we can easily integrate with our culture. Thank you, Charif. The third question that was sent before the meeting is in relation to launching a buyback and have the facility available to take advantage of low prices and volumes. Will the board consider such a step? Perhaps I could answer that question. We only made the placement mid last year, and we made it for the purpose of several reasons. One, to shore up the balance sheet, but to really position the company in the event that we could move on an acquisition quickly. In particular, given the sort of companies we are looking at, they are sort of in their mostly, in most cases, private. A share issue may be less interesting to them. In particular, if we're trying to buy either a European or US company as well. Cash is king, and it also sends a strong signal that we are a company of some substance and that we have a strong balance sheet. That makes it a very attractive and clear discussion with any acquisition prospect that we can at least get to the higher levels of their board or the CEO, have that discussion. If we had a weak balance sheet, they would probably dismiss us as tire kickers and possibly we wouldn't even get into the front door. At this point, while there's both organic growth opportunities in that expanding our product set through investing through working capital, and while there's a host of acquisition targets that we're still filtering and working through. We feel that it wouldn't be appropriate to do a buyback. But obviously that discussion is reviewed, you know, regularly. At the moment, the answer would be, it's not on our agenda, but it could always be in the future. I hope that helps answer the question. There are a couple of questions that have been sent through since the meeting commenced, and I'll read the questions. With interest rates, does it change the thinking on how the company is operated, in particular around the balance between growth and operating expenses? And I'll have you answer that question, Charif. Sure. It's a great question, and obviously a very timely question. The one thing that we've been doing consistently in the last few years is to ensure that we grow revenue faster than OpEx. You've seen it in 2021, and we expect the same in 2022. Now, that said, we really have to be watching inflation carefully. For me, the most important part of that inflation discussion is to ensure that we are taking care of our team members in terms of compensation and benefits, because we built such a wonderful team in the last few years, and we continue enriching it with very strong people. Keeping the team energized and keeping the team well taken care of is top of the agenda. At the same time, we'll always be prudent and we'll always be ensuring that revenue is growing faster than operating expenditures. Thank you, Charif. The next question is, in this macro environment with decreasing tech values, are you seeing more acquisitional opportunities becoming available? I'll probably open up by saying I think it's still too early to tell. I mean, we are seeing obviously at the macro end that, you know, Google, Amazon, and Apple obviously re-rated and the valuations come down. But we're not seeing the real stress in the market yet, in the sort of field that we're looking at. I think that's still got time to play out. I think if we have a continuation of this current economic situation, we actually may see some rewriting of some of these acquisition opportunities. At the moment, that stress really hasn't hit the market to create what we consider as a material difference in expectations. Charif, did you wanna add to that answer? Yeah. I mean, the one thing to keep in mind here is that as venture capital firms become more conservative in doling out cash the way they have been doing that in 2020 and specifically in 2021, this might open some additional opportunities for us in terms of companies that are doing well. Maybe they are cash break-even or maybe slightly burning cash, and that could be an opportunity for us to take advantage of. Like Theo mentioned, we don't see any meaningful reduction in expectations. I described as a bit subdued as opposed to a meaningful reduction in expectations of valuations. So we stand by that, at the moment, at least. Thank you, Charif. Are there any other questions before we move into the other formal part of the meeting? Okay, there is one. Can you clarify if the EBITDA positive and cash flow break even will be for financial year 2022, the year end, or by the end of financial year 2022 run rate? Charif? This is a very important point. When we talk about we expect us to be cash flow positive, we're talking about the full year. We keep in mind that last year, the full year was cash flow positive and EBITDA positive. We intend this year to do the same thing for the full year, not for just the last quarter of 2022. Really, you know, the other interesting thing is, we've been able to increase our investment in sales, marketing, product investment, expanding our innovation component, whole range of bench strength. Clearly, succession planning is a critical part of risk management for any organization. We've added some wonderful skills by attracting some seasoned and high caliber executives and managers and leaders to the company, while all the time maintaining our profitability and cash flow positive outlook. It really is de-risking the company and also enhancing our ability to continue our high growth rate looking ahead, not just for the next few months, but the next few years, hopefully. Are there any other questions before we turn to the resolutions at hand? Okay. Well, there will be other opportunities, perhaps the end of the meeting if another question should pop up. I've been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. Shareholders physically present at the meeting do not need to vote today unless they are voting for the first time or want to change their previous vote. If they intend to vote today and have already voted, please inform the Company Secretary, if you haven't already. As Chair, I intend to vote all undirected proxies in favor of each item. I will disclose proxy votes on the screen prior to the vote being taken for each item. These figures are at closing time for received proxies, which was 11:00 A.M., Sunday, 22nd May. There are a number of voting exclusions that apply to the resolutions being put to the meeting. They were outlined in the notice of meeting. Resolutions one, two, three A, and three B being put to shareholders today are ordinary resolutions, meaning that to pass, they require more than 50% of votes cast by shareholders to be in favor of the resolution. I declare that the electronic poll is now open. Ladies and gentlemen, we'll now progress to the formal part of the meeting. I have informed the notice of meeting was appropriately sent to all registered shareholders, and I now table the notice of meeting. Unless there are any objections, I will take the notice convening the meeting as read. If anyone does not have a copy of the notice, the notice is available from the announcements section of the ASX website www.asx.com.au. The first item of notice of notified business is to receive and consider the financial report, the directors' report, and the auditor's report for the year ended 31st December 2021. There is no formal resolution required for this item, but I do invite questions and comments. Are there any questions and comments on the financial report or the reports of the directors and auditors? Are there any questions on or comments on the management of the company? Are there any questions of the auditor relevant to the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the company in relation to the preparation of financial statements or the independence of the auditor in relation to the conduct of the audit? I'll give everyone a moment should any questions want to be raised. Okay. Given no further questions, I will now move on the item of notified business, the adoption of the remuneration report. Resolution one is a non-binding resolution required by the Corporations Act in relation to the remuneration report, which forms part of the annual report. Presentation of the remuneration report is a requirement for all listed companies. Information concerning executive and director remuneration was included in the directors' report in the annual report under the heading Remuneration Report. It is to be considered at this meeting as an item separate from the consideration of the annual report. The board is committed to ensuring that the group's remuneration policies and practices are fair, competitive and responsible, and that we communicate the remuneration arrangement this thoroughly. We do this in the 2021 remuneration report that is before you at this meeting. I now put the resolution to the meeting that the company adopt the remuneration report for the year ended 31st December 2021 in accordance with Section 250R(2) of the Corporations Act. Details of this resolution are on your screen. I now open this item for discussion. Are there any questions? Given no further questions, I will now move to the next item. I refer the shareholders to the explanatory memorandum for Dr. Bruce Tonkin's experience and other details. It is noted in the explanatory memorandum that the board, Dr. Bruce Tonkin abstaining, supports this resolution. I put the resolution to the meeting that Dr. Bruce Tonkin, who is retiring in accordance with the constitution and who offers himself for re-election, is re-elected as a director of the company. The proxies received on this resolution are on your screen. I now open this item for discussion, and I ask Dr. Bruce Tonkin to perhaps share a few words before we open for questions. Thank you, Chair. As noted, I've put myself up for re-election. Dropsuite plays a key role in protecting business information in an environment of increasing cyber security and threats. I'm personally involved in operating critical infrastructure in Australia and closely involved in dealing with threats to the Internet infrastructure. I work closely with critical infrastructure, basically in Australia, North America and Europe, and also work closely with Australian government security agencies. I bring expertise to Dropsuite in the area of risk management, cyber security protection, product management and IT operations, for products that scale globally. I'll leave it there. Thank you. Thank you, Bruce. Are there any questions? Okay. With no further questions, I will now move on to the next item of notified business concerning the ratification of prior placement Listing Rule 7.1 issue. I refer shareholders to the memorandum for the details of this share issue. It is noted in the explanatory memorandum that the board supports this resolution. I put the resolution to the meeting that for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify and approve the prior allotment and issue of 37,243,197 fully paid ordinary shares in the company at an issue price of AUD 0.21 per share on the terms and conditions in the accompanying memorandum. The proxies received on this resolution are on your screen. I now open the item for discussion. Are there any questions? Given no further questions, I'll now move on to the next item of notified business concerning the ratification of prior placement Listing Rule 7.1A issue. I refer shareholders to the explanatory memorandum for the details of the share issue. I put the resolution to the meeting that for the purposes of ASX Listing Rule 7.1, 7.4, and for all other purposes, the shareholders ratify and approve the prior allotment and issue of 57,994,899 fully paid ordinary shares in the company at an issued price of AUD 0.21 on the terms and conditions of the memorandum. The proxies received for the resolution are on your screen. I now open the item for any questions. I mean, I will ask all shareholders to complete your electronic voting if you have not already done so. Are there any other questions that shareholders have in relation to the resolutions that before we close the poll? We will close the poll shortly. I now declare the poll closed. As mentioned earlier, the results of the poll will be announced to the ASX following the meeting. Ladies and gentlemen, this concludes the formalities of the meeting, and I now declare the formal part of the meeting closed. I would like to take the opportunity to thank my fellow directors and the management team for the diligence and commitment to this business. I would also like to thank our shareholders for your support and your attendance today. We will stay online should any of you have any questions for the company. We do have a question that's come through. What is behind the operating cash flow skew in the first quarter, first half, and what will drive the stronger second half cash flow to give a full year breakeven cash flow guidance? Is simple a reduction in investment spending or the benefits on the scale or something else? Charif, would you like to answer that? Yeah. I'd be very, very happy to answer that. Historically, and this is not just in 2022, we tend to have once per year as cash outflow in the first quarter of the year, the March quarter. Examples of that would be some executive bonuses, insurance renewal, directors and officers, general liability, cyber insurance, software renewals. That is the main driver why you see this skewed cash outflow in the first quarter of every year. When you look at Q2, which is this quarter, calendar Q2 onwards, we're not going to be reducing the recurring investments in the business. It's more that these one-off or once a year type of expenses have already passed, and they will not be repeated until Q1, 2023. Thank you, Charif. I'll just give it another moment or two for any other further questions that may wanna be raised. Okay. Doesn't look like we're gonna have any more questions. Again, I'd like to reiterate our thanks to our shareholders who attended and thank the team and declare the meeting formally closed and thank you for attending. Thank you, everyone.
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