Good morning, ladies and gentlemen. Welcome to today's hybrid general meeting. My name is Rachel Grimes, and I'm honored to be the Chair of the company. I've also been appointed to act as the Chair of today's meeting. I would like to begin by acknowledging the traditional custodians of the various lands from which each of you are joining the meeting today. I pay my respects to their elders past, present, and emerging. It is now 10:00 A.M. in Melbourne, and I've been informed that a quorum is present. Accordingly, I declare the meeting open. A notice of today's annual general meeting was provided to shareholders on 29th of October 2025, with a supplementary notice of meeting issued on the 14th of November 2025. I will take these notices as read. Let me start by introducing my fellow directors who are here with me today: Douglas Farrell, Katrina Glend inning, David Gray, and Joanne Jefferies. We also have present the PricewaterhouseCoopers Partner in charge of the audit of our 2025 financial statements and statutory reports, Craig Cummins. Craig will be available to answer any questions you may have in relation to the conduct of the audit later in the meeting. With the exception of Resolution 1, the adoption of the remuneration report, which is advisory only, and Resolution 6, the change of the company name and constitution, which is a special resolution, all resolutions being put to shareholders today are ordinary resolutions. All resolutions will be decided by a poll. To ensure that everyone has adequate time to cast their vote, I now formally declare the poll open. You can cast your vote at any time until I declare the poll closed towards the end of the meeting. I will provide a two-minute warning before closing the poll. I will now hand over to our assistant company secretary, Alison Stevenson, to take you through some of the procedural matters today. Thank you, Rachel. Good morning, everyone. I will now walk you through some of the procedural matters for today's meeting. If you've been voting virtually through the online platform, you will need to click on the button to get a voting card, following which you will be prompted to enter your security holder number or proxy details before you can vote. Once registered, your voting card with today's resolution will appear on the screen, as will the voting options for, against, or abstain. When you are ready to vote, simply select one of the options to cast your vote. Once you've finished voting on the resolution, click submit vote. For those shareholders in the room with us today, you will have been given a voting card when you registered for the meeting. Simply fill out the card when you are ready to vote. If you're entitled to vote and have not received a voting card, please see one of the MUFG registration staff located outside the meeting room. For those shareholders joining the meeting online today, if you'd like to ask questions during the meeting, we encourage you to enter your questions now so that we may be able to address these at the appropriate time during the meeting. To ask a question, click on the ask a question button and submit your question. You'll be prompted to enter your security holder number or proxy details before you can ask a question. To ask an audio question during the meeting, click on go to the web phone and follow the on-screen prompts. We will endeavor to answer all relevant questions from shareholders during today's meeting. The order for taking questions will be as follows: from shareholders attending in person, then shareholders who have submitted questions online, and lastly, from shareholders using the teleconference facility. I'll now hand you back to the Chair. Thank you, Alison. Given the events over the last 12 months or so, culminating in today's proposal to change the company's investment manager, I will provide a short overview for the year ended 30th of June 2025 and then move to provide an update on more recent events. For the financial year ended 30th of June 2025, the company made a statutory pre-tax operating profit of AUD 13.9 million and a post-tax operating profit of AUD 9.7 million. During the year, the Board determined to pay a 2025 fully-franked final ordinary dividend of AUD 0.03 per share, which, together with the interim dividend of AUD 0.03 per share paid during the year, represents a grossed-up dividend yield of 6.5% based on the 30 June 2025 closing share price. Relative investment performance for the 12 months to 30 June 2025 remained very challenged, with the company delivering a pre-tax net tangible asset return of 3.4% compared to the return for the MSCI All Country World Net Index in Australian dollar terms, which delivered a return of 18.4% for the same period. This had a consequential impact on the share price, which continued to trade at a significant discount to NTA. Following the strategic review conducted during the second calendar quarter of 2024, the company announced on 24th of July 2024 that it entered into a scheme implementation deed with Platinum Investment Management Limited to pursue a scheme of arrangement with the Platinum International Fund Active ETF, with the ASX ticker PIXX. The scheme was subsequently withdrawn due to insufficient support, and following shareholder approval on 12th of August 2025, the company commenced an on-market share buyback as a means to provide shareholders that so wished an opportunity to exit the company closer to NTA. As of today's date, 40,045,878 shares have been bought back. On the 5th of August 2025, the Company announced that it had received a non-binding indicative proposal from L1 Capital Pty Ltd to replace Platinum as the company's investment manager. This was followed by an announcement on the 14th of August 2025 that the Company had received a non-binding indicative proposal from Wilson Asset Management Limited, also to replace Platinum as the company's investment manager. The L1 Capital proposal was accompanied by a notice pursuant to 249(d) of the Corporations Act, requiring the company to convene a meeting of shareholders to consider resolutions to appoint three new directors nominated by L1 Capital, being Douglas Farrell, David Gray, and myself. The WAM proposal was also accompanied by nominations for three new directors. A meeting of shareholders was subsequently convened on 1st of October 2025 to consider the election of the L1 nominees and the WAM nominees, resulting in the L1 nominees being appointed to the Board on 2 nd of October 2025 and the resignations of Margaret Towers and Ian Hunter as directors of the Company on the same date. I would like to acknowledge the significant contribution of Margaret Towers as the prior Chair of the company, together with her fellow directors, in their efforts to seek to maximize value for PMC shareholders, which has ultimately led to the manager change resolution being put forward to shareholders at today's meeting. The Board in place is currently comprised of three independent non-executive directors, being Douglas Farrell, Katrina Glend inning, and David Gray, and two non-independent directors, being Joanne Jefferies and me. This is a Board that was tasked with assessing the proposals received from each of L1 Capital and Wilson Asset Management. As a result, shortly after the director election meeting was held, the Board appointed an independent board committee comprised solely of the independent directors to consider both proposals to ensure a fair and independent assessment process was conducted. I will now hand over to Katrina Glend inning, who chaired the independent board committee, to provide a brief overview of the assessment process conducted by them. Thank you, Rachel. Good morning, everyone. As already mentioned, following the changes to the Board on the 2nd of October, the Board appointed the IBC, comprised solely of the three independent directors, to consider the L1 Capital proposal and the WAM proposal. The IBC invited both L1 Capital and WAM to provide supplementary materials and clarifications to ensure their proposals could be fairly and consistently assessed. Additional information was received from each party and considered by the IBC as part of its comparative evaluation. The IBC conducted a comprehensive assessment of each proposal, including, but not limited to, consideration of investment strategy, historical investment performance and experience of investment personnel, comparative costs and fee structures, including hurdles, governance, and the ability to execute the respective proposals. The IBC also had regard to other precedent manager transitions in the market and engaged in external financial advisor to compile and summarize the publicly available information on comparable listed investment company management transitions. The IBC considered the financial implications of each proposal, including comparative fee structures and projected total shareholder cost, the potential for each manager to improve investment performance and narrow PMC's discount to NTA, the robustness of transition arrangements, portfolio liquidity and operational execution risks, and the alignment of each manager's ownership, incentives, and capital commitment with shareholders. The IBC also received independent legal advice from Gilbert + Tobin in relation to the process described above and the associated governance considerations. Following the IBC's assessment of each proposal, the IBC concluded that the L1 Capital proposal presents a superior outcome for shareholders when compared to both the Company's current investment strategy and the WAM proposal. As a result, Resolution 5, Replace Investment Manager, and Resolution 6, change company name and xonstitution, are being put to shareholders today for their approval. Full details of the L1 Capital proposal, including the proposed investment strategy and terms of the management agreement, were included in the notice of meeting and supplemented by the supplementary notice of meeting. As highlighted in the notice of meeting, if Resolution 5 is approved by shareholders today, once the new L1 Capital IMA becomes effective, L1 Capital intends that the current portfolio will be transitioned into the new global long-short investment strategy. This will involve the sale of some or all of the current portfolio, which is expected to occur very soon after the change of manager, followed by the redeployment of the proceeds into the new portfolio. L1 Capital anticipates the entire transition to occur within a period of one month, subject to market conditions. In connection with this transition, the company may consider, subject to market conditions, a potential capital raising with the proceeds to be deployed in transitioning and growing the portfolio in line with the new investment strategy. The IBC recommends that shareholders vote in favor of Resolutions 5 and 6. I'll now hand back to the Chair. Thank you, Katrina. Before I move on to the formal business of the meeting, I would like to take this opportunity to sincerely thank our shareholders for your continued patience. We acknowledge that the relative investment performance has been very challenging for the company over the last few years. However, the Board is excited about the growth potential for the company should shareholders vote today to approve L1 Capital as the company's new investment manager. Ladies and gentlemen, we now come to the items which comprise the formal business of the meeting. With respect to Item A in the notice of meeting, I present the company's financial report, director's report, and the auditor's report for the year ended 30 June 2025 before the meeting. Please note that there is no requirement to approve these reports, but I will now take any questions or comments on the financial statements and statutory reports or any questions for the auditor relevant to the conduct of the audit. Are there any questions from anyone in the room? There are no questions in the room. Are there any questions from anyone online? Chair, there are no questions received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line. Thank you. Moving to Resolution 1. The first resolution that will require a shareholder vote under the ordinary business of the meeting is the adoption of the 2025 remuneration report. Whilst it should be noted that the resolution is advisory only and non-binding, the directors take shareholder input on this matter seriously. In accordance with the Corporations Act, the company will disregard any votes cast by key management personnel whose remuneration details were included in the company's 2025 remuneration report or by any closely related party or proxy holders of any such persons. The screen behind me shows the proxies received for and against this resolution. In regards to open proxies given to me, I will be voting in favor of this resolution. I will now take any questions or comments on the adoption of the 2025 remuneration report. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, there are no questions that have been received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line. Thank you. Resolution 2 concerns the re-election of Katrina Glend inning as a non-executive director. Katrina Glend inning retires in accordance with the company's constitution and, being eligible, offers herself for re-election as director of the company. I'll invite Katrina to say a few words outlining her credentials. Thank you, Rachel. I'm honored to stand before shareholders today seeking your support for my election as a non-executive director of Platinum Capital Limited. My name is Katrina Glend inning, and I bring over 35 years of financial services experience, specifically focused on the areas most critical to your company: funds management, listed investment vehicles, portfolio oversight, and governance. Most recently, I served as the Chief Financial Officer of ASX-listed Pengana Capital from its inception of the business until December 2024. In that role, amongst other things, I provided oversight of risk, compliance, and reporting across diverse investment strategies, including equities, private markets, and credit. This experience gave me deep exposure to the complexities of managing listed investment companies and the fiduciary responsibilities that come with that. I'm a chartered accountant, having trained at PricewaterhouseCoopers, and I'm a graduate of the Australian Institute of Company Directors. My career has spanned multiple jurisdictions and sectors within financial services, including time as an executive vice president at BT Financial Group. Currently, I serve as a non-executive director of two other private companies and am on the Finance, Audit, and Risk Committee of Surfing Australia. The financial services industry demands rigorous oversight, particularly in times of change. My experience spans market cycles, regulatory environments, and the practical challenges of balancing performance with prudent risk management. I'm an expert in overseeing the governance frameworks that protect shareholder interests. If elected, I will bring diligent oversight and will work hard with the purpose of maximizing long-term shareholder value. This is a responsibility I take seriously and one I'm fully prepared to undertake. I ask for your support and would be honored to serve as your non-executive director. Thank you. Thank you, Katrina. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I will be voting in favor for this resolution. I will now take any questions or comments on the re-election of Katrina Glend inning. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, no questions have been received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line for this item. Thank you. Resolution 3 concerns the re-election of Joanne Jefferies as an executive director. Jo retires in accordance with the company's constitution and, being eligible, offers herself for re-election as a director of the company. I invite Jo to say a few words outlining her credentials. Thanks, Rachel. Good morning, everyone. My name is Joanne Jefferies, and I'm honored to be standing for election at today's meeting. I have over 30 years of financial services experience working in various legal, compliance, and governance roles across both asset management and corporate banking for both listed and unlisted companies. I hold a Bachelor of Commerce degree majoring in law and economics, as well as an LLB. I'm a South African attorney, an English law qualified solicitor, as well as a graduate of the Australian Institute of Company Directors. In terms of my skill set, I believe I bring strong legal, risk, compliance, and corporate governance experience to the Board, having held a number of executive positions in these areas both in Australia, the U.K., and across Asia. I also bring extensive transaction and M&A experience, including in relation to this Company. I've held a number of past directorships during my executive career, including for a not-for-profit, various private companies, as well as an Irish offshore fund structure, and I have a long history of advising boards on legal matters and best corporate governance practice. I therefore believe I have a very clear and current understanding of my director's duties, as well as the legal and regulatory landscape that a Board must operate within. Lastly, as the company secretary of PMC for the last nine years or so, I bring deep corporate knowledge, specifically in relation to the journey our shareholders have been on since the strategic review process was first announced. I'm very excited about the potential opportunities for the company and our shareholders as we move forward, and I believe that I can continue to add value for our shareholders if I'm elected. I would very much appreciate your support for my election today. Thank you. Thank you, Jo. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I will be voting in favor of this resolution. I will now take any questions or comments on the appointment of Joanne Jefferies. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, no questions have been received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line for this item. Thank you. Resolution 4 is being put to shareholders to approve an increase in the maximum aggregate amount of the non-executive director's fees, inclusive of superannuation, from AUD 350,000 per annum to AUD 500,000 per annum. The current fee pool of AUD 350,000 per annum was approved by shareholders over 20 years ago at the 2005 annual general meeting. Shareholder approval is being sought to increase the non-executive director's fee pool to reflect the size of the current Board, reflect market comparable rates to enable the company to attract and retain the caliber of experience and skills it requires for the Board, and provide flexibility to add additional non-executive directors with necessary skills in the future. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I will be voting in favor of this resolution. I will now take any questions or comments on Resolution 4. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, no questions have been received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line for this item. Thank you. We now move on to the special business of the meeting. Resolution 5 seeks shareholder approval for the removal of Platinum and the appointment of L1 Capital as investment manager of the Company by authorizing the company to terminate the investment management agreement with Platinum and authorizing the entry into a new investment management agreement with L1 Capital on the terms as set forth in the notice of meeting and supplementary notice of meeting. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I will be voting in favor of this resolution. I will now take any questions or comments on the replacement of the investment manager. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, no questions have been received through the online platform for this item. Are there any questions from anyone on the telephone line? Chair, no questions have been received through the telephone line for this item. Thank you. Resolution 6 is conditional on the appointment of L1 Capital as the investment manager of the company and is seeking approval for the name of Platinum Capital Limited to be changed to L1 Global Long Short Fund Limited with a ticker GLS and consequential amendments to the Company's constitution to reflect the change of manager and the name change. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I will be voting in favor of this resolution. I will now take any questions or comments on Resolution 6. Are there any questions from anyone in the room? Seeing none, are there any questions from anyone online? Chair, no questions have been received through the online platform for this item. Thank you. Are there any questions from anyone on the telephone line? Chair, no questions received through the telephone line for this item. Thank you. Ladies and gentlemen, that concludes the formal business of the meeting. For those here in person, once you have marked your vote, please raise your hand so that it can be collected by the MUFG team. For those voting via the online platform, voting will remain open for a further two minutes, following which the poll will close. Please ensure that you have cast your votes on all resolutions. I will give you two minutes. Thank you, everyone. Thank you. I now declare the poll closed. The results of the poll will be announced to the ASX later today and published on the company's website. Ladies and gentlemen, I now declare the meeting closed. A recording of the meeting will be made available on the Company's website in the next few days. On behalf of the Board, I'd like to invite you to join us for some refreshments directly over here, and I look forward to chatting with you. Thank you very much, everyone.
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