Good morning, ladies and gentlemen. Welcome to today's hybrid general meeting. My name is Margaret Towers, and I'm the Chair of the company. I've been appointed to act as the Chair of today's meeting. I'd like to begin by acknowledging that I'm speaking to you today from the land of the Gadigal people of the Eora Nation. I also acknowledge the traditional custodians of the various lands from which each of you are joining the meeting today. I pay my respects to the elders past, present, and emerging. It's now 10:00 A.M. in Sydney, and I've been informed that a quorum is present. Accordingly, I declare the meeting open. Let me start by introducing my fellow Board members who are here with me: Mr. Ia n Hunter, Ms. Joanne Jefferies, and Ms. Katrina Glen dinning. A notice of today's extraordinary general meeting was provided to the shareholders on the 26th of August 2025. I'll take the notice of meeting as read. All resolutions being put to shareholders today are ordinary resolutions. To pass, the resolutions must be approved by at least 50% of the votes cast, whether in person or by proxy. Each resolution 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'll provide a two-minute warning before closing the poll. If you are voting virtually through the online platform, you'll need to click on the button for "Get a Voting Card," following which you'll 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 your screen, as will the voting outcome options for, against, or abstain. When you're 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 the shareholders in the room with us today, you'll be given a voting card when you registered at the meeting. Simply fill out the card when you're 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 would like to ask questions during the meeting, we encourage you to enter your questions now so that you're 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 the "Go to Web" button 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. Before turning to the formal business of the meeting, let me provide some important background information. In early June this year, First Maven Pty Ltd, together with its associates, L1 Capital Group, became a substantial shareholder in the company and shortly afterwards advised the board it would not support the proposed scheme of arrangement with the Platinum International Fund. The L1 Capital Group is currently the company's largest shareholder. On 11th of July 2025, the board released the scheme booklet and asked to be convened after the scheme meeting, seeking shareholder approval for a non-market buyback of up to 50% of the ordinary shares of the company in the event that the scheme resolution did not reach the requisite 75% voting threshold. Following a proxy solicitation campaign and noting the L1 Capital Group's stated voting intention, it became clear to the board that the scheme resolution was unlikely to pass. Consequently, on 5th August 2025, the board announced that it had decided to withdraw the scheme meeting and would limit the buyback, if approved by shareholders, to no more than 20% of the company's ordinary shares in the period prior to today's meeting with L1 support. The company further advised the market that it had received a non-binding indicative proposal from L1 Capital to replace Platinum Investment Management as the company's investment manager. The L1 Capital proposal was accompanied by a notice pursuant to Section 249(d) of the Corporations Act. This notice required the company to convene a meeting of shareholders to consider resolutions to appoint three new directors, being Ms. Rachel Grimes AM, Mr. David Gray, and Mr. Douglas Farrell, the L1 Capital nominees. The L1 Capital nominees are the subject of the first three resolutions at this meeting: Resolutions 1, 2, and 3. On the 12th of August 2025, the company advised the market that it had received notices of candidature from three new directors, Mr. Geoff Wilson AO, Mr. Richard Caldwell, and Mr. Julian Martin, the WAM nominees, to be put forward at this meeting. The company further notified the meeting on the 14th of August that it had received an unsolicited non-binding indicative proposal from Wilson Asset Management to replace Platinum as the company's investment manager. The WAM nominees are the subject of the last three resolutions at this meeting: Resolutions 4, 5, and 6. The company has provided the market with access to more fulsome details of each of the L1 Capital proposal and the WAM proposal through links to their respective websites. The board is currently comprised of three independent non-executive directors: Ms. Ia n Hunter, Ms. Katrina Glendi nning, and myself, and one non-independent executive director, Ms. Joanne Jefferies. Neither L1 Capital nor WAM have proposed resolutions to remove the company's existing directors. However, subject to the company having the minimum number of directors required under the Corporations Act, Ian and I both intend to resign following the meeting, with the exact timing of our resignations to be settled once all necessary formalities have been settled with the board that is in place following the meeting. Joanne and Katrina intend to remain on the board, and each has the support of both L1 Capital and WAM in this respect. Today's meeting is therefore to consider the appointment of six new directors to the board. The six nominees each stand for election individually and can be elected with or without the other nominees with whom they have been nominated. This board has not made any assessment as to the independence of either the L1 nominees or the WAM nominees. Independence will be assessed by the board in place following the meeting, having regard to each director's existing relationship with L1 Capital or WAM, as the case may be. Furthermore, the current board has not made any recommendations as to how shareholders should vote on any of the resolutions being put to shareholders today. Accordingly, as Chair, I will abstain from voting any undirected proxies on any of the resolutions. In respect of the L1 Capital proposal and the WAM proposal, this board has not made any assessment of either proposal. It will be the newly elected board that will assess the merits of the two proposals, including any other proposal that is subsequently received, to determine which, if any, proposal should be put before shareholders at another meeting, which is yet to be called. Until such time as shareholders vote to replace Platinum, Platinum will remain the company's investment manager, managing the company's investment portfolio in accordance with its existing investment management agreement with the company. Turning now to the specific resolutions to be voted on by shareholders at today's meeting. Resolution 1: Appointment of Rachel Grimes AM as Director of the Company. The first resolution that will require a shareholder vote is the appointment of Ms. Rachel Grimes AM as Director of the Company. I now call upon Rachel to provide a statement to support her appointment. Thank you, Chair. Good morning, everyone. Today I seek your support for election as a Non-Executive Director of Platinum Capital Limited. I am an experienced company director and financial services professional. I'm a Chartered Accountant by profession and have served the accounting profession as both the President of the Chartered Accountants in Australia and the President of the International Federation of Accountants. I currently serve on the board of Hub24, where I am the Chair of the Audit and Risk Committee, the board of Australian Payments Plus, where I chair the Risk Committee, the Accounting Professional, Ethical, and Standards Board, where I chair the Nominating Committee, and I'm a member of the Financial Reporting Council and chair their Nominating Committee. I'm also on the board of DigiCo. I'm also one of three directors that will continue on the board of Platinum Asset Management following the completion of the merger with L1 Capital, which I note is officially done this morning. If I am appointed to the board of Platinum Capital Limited, I believe that my existing Non-Executive Director portfolio would be complementary and allow me to devote sufficient time to fulfilling my duties to the company. During my executive career, I held positions as a CFO of Challenger Financial Group, an ASX-listed entity, and General Manager Finance at Westpac. My career at both BT and Westpac, which spanned 22 years, provided me a front-row seat to the funds management industry and to the introduction of investment platforms in Australia and a strong understanding of their importance to the wealth management industry overall. My time at BT and Westpac also gave me deep experience in mergers and acquisitions, where I was a co-lead on the IPO of BT Investment Management and now part of Perpetual and the Westpac St. George merger. My career in large, complex, highly regulated organizations enables me to appreciate the systems and processes required for strong corporate governance and has given me a solid understanding of shareholder and investor expectations. With your support, I would be honored to serve on the board of Platinum Capital Limited. Thank you for the opportunity to address you today. Thank you. Join us, Dane, in case there's some questions you're sure. Thank you very much, Rachel. Well spoken. The screen behind me shows the proxies received for and against this resolution. With regard to open undirected proxies given to me, I'll be abstaining from voting on this resolution. I will now take any questions or comments for the appointment of Ms. Rachel Grimes AM, and Rachel will stay if there's any that you would particularly like to ask Rachel on too. Are there any questions from anyone in the room? Thank you, and thank you, Rachel. I feel as though I'm a bit underprepared with your presentation. My question is in the explanatory notes for today's meeting, and this will be a question that I'll ask each of the directors. Under point three, it says, "Any change to the company's investment management will be subject to a separate shareholders' meeting." Can you confirm that that's a true statement? From your perspective, do you understand that that would be the case? From my perspective, I understand that is the case, yes. Thanks. Any other questions in the room? Thank you, David. David Kingston. In that event, I assume L1 is unable to vote. That is my understanding too, David. Okay, thank you. What is your vision for the future of the company? Will it remain as an LLC, or is there another change proposed to that? I think the vision and mission will be determined by the new board, but as far as I'm concerned, I think that it will remain listed as a LIC, and we have great visions for growth and great returns for we want to have great returns for the shareholders. Thank you. Just another brief one. The buyback, the 20% buyback that was approved, hasn't yet been completed. In the event that you are on the new board, would you continue that buyback up to 20%, or would you actually consider what was the original resolution that the 50% buyback was approved, but only 20% up until the date of today's meeting and the potential change of directors? If you could just elaborate a little bit on that, please. Thank you for the question, David. I think that will be a decision for the whole board for the outcome of the whole of the new board. Thank you. If there are no more questions in the room, we will turn to the online. Chair, we have an online question from Stephen Mayne. The proxies suggest that Rachel and her colleagues will prevail today. Could Rachel please comment on who is the leader of her group and who they are proposing to appoint as Chair of the Board once the current Chair resigns and they've got board control after the meeting? Thank you for the question, Stephen. At this stage, the Board will come together to make that decision, but I do believe that I will be standing as the Chair of the Board. Chair, there are no further online questions for this item. Thank you. Are there any questions being received through the telephone facility? Chair, no questions have been received through the telephone line for this item. Thank you very much. Thank you, Rachel. Okay, moving on to resolution two, which is the appointment of David Gray as a Director of the company. The next resolution that will require a shareholder vote is the appointment of David Gray as a Director of the company, and I now call upon David to provide a statement in support of his appointment. Good morning all. I seek the support of PMC shareholders today in terms of providing some background in terms of my experience. As outlined in the documents provided to shareholders, I've had 30 years in financial services, including investment banking, equity capital markets, corporate advisory, M&A, capital management, and funds management. As part of those roles, as part of that tenure, it includes senior executive and leadership roles at a number of investment banks, including JP Morgan, Deutsche Bank, and UBS, and includes being a Managing Director and Head of Equity Capital Markets with both JP Morgan and Deutsche Bank for over 10 years. Over that tenure as well, I've had a lot of interaction with the global funds management industry, both as an ECM specialist, but also as an investor in LICs and specialist equity funds. I've had experience in terms of both board experience as being a director on JPMorgan Australia board, but also as an Independent Non-Executive Director at Kogg Financial Services Biz as a NED for five years and With You With Me as a NED. In terms of directorship, my approach to directorship is it's about teamwork. Directors are obviously appointed by shareholders to act on their behalf. I understand my fiduciary duties and obligations, director's duties. I'm a graduate and member of the Australian Institute of Company Directors. Directors obviously have a requirement to act in the best interests of shareholders as a whole. I take that role seriously. If elected, I would look to bring greater focus on organizational performance and creating sustainable shareholder value. I strongly believe in shareholder alignment, and I've already personally acquired 150,000 PMC shares. You can expect me to act in the best interests of PMC shareholders. I will be an independent director. I have no conflicts. I have no advisory roles with PMC, and I am not being remunerated by any PMC shareholders. I have a track record as a Non-Executive Director of exercising independent judgment, and I look forward to doing so if elected by PMC shareholders. Thank you. Thank you very much, David. Firstly, are there any questions in the room? Geoff? David, could I just ask you the same question? Sure. All right. In the explanatory notes, point three, you know what the question is. Yeah. Do you want me to repeat it? I've read the explanatory notes and obviously am aware of what the current board has articulated as part of the process. That is my understanding of the process. Obviously, the new board will convene after this meeting and make decisions in terms of the future of the company going forward. Okay. The point that any change to the company's investment manager will be the subject of a separate shareholder meeting. Can you confirm that that will be the case? Obviously, we would take legal advice, then I would assume the new board would take legal advice in terms of the course of action going forward. As I understand it. If the legal advice says you don't have to do it, you won't do it. No, no. I think it's prudent to take legal advice. I think all boards would look to take legal advice in terms of what the right pathway forward is in terms of the direction of the company and in terms of critical decision-making. My expectation is that a change of manager would go to a shareholder vote. Again, that's a decision for the entire board, and I'm assuming the board will take some input in terms of legal advice. There is legal and there is your moral. Yeah. Where do you stand? If legal advice says you don't have to go to shareholders, would you go to shareholders or not? It's a board decision, Geoff. I can't be an individual on the board, and I'll be an independent on the board, but I can't make that decision on my own. What is your, how would you vote? How would I vote? Yes. I can tell you in terms of how I think about it, let me give you some personal views in terms of PMC, right? I can tell you that I think that I feel a lot of sympathy for PMC shareholders because there has been a very long period of underperformance, right? That has been accrued by existing shareholders, right? The performance has been unacceptable relative to the benchmark. My personal view is when things are not working, you need to make change. I'm an advocate of change. I think that it hopefully will receive a compelling proposal in terms of investment manager proposals, whether it's one proposal or multiple proposals. I would expect the board to evaluate those proposals with a lens of what's in the best interests of shareholders. When I allocate my money, Geoff, what I think about is I start with performance after fees. That's the most important decision or the most important thing from a criteria perspective that I look at. I look at other people in terms of what people are involved, like who's going to be managing the money, what's their track record. I look at alignment, who's got skin in the game, who's got the incentive, has the portfolio manager got appropriate incentive and alignment with other shareholders. I'm sure that other directors will come with different perspectives, but collectively we'll make a decision that's in the best interests of shareholders and trying to improve the performance and the returns, the organizational performance, but also shareholder returns, which have been unsatisfactory for a long period of time. This resolution is you being appointed to the Board. Yep. It's not what the other board will decide. Yep. Will you, I ask you again, will you put, if there's going to be a change in investment management, will you, do you believe that should go to shareholders to decide, the long-suffering PMC shareholders? Is this yes or no? No, it's a hypothetical question. Yeah, I'm just asking you. Because, as you know, Geoff, boards make decisions collectively. No individual will carry that decision. It'll be the board that will make the decision collectively. I'm just asking, what, yes or no? As a shareholder, as a shareholder, I'll be voting for a new manager, a new investment manager. Absolutely. No, the question is, will you take it to shareholders? I mean, the reality is, my expectation is yes, Geoff, because. You're saying, okay. No, my expectation, let's be clear, my expectation based upon everything that I've read and based upon what the current board have said, that is my expectation, right? I make decisions based upon full information. Once I've got an understanding of the full picture, I'm not on the board yet, so I don't have the full picture. You just told me about all your experience. Yep. Can't you draw on some of that experience to decide yes or no? Geoff, I think you've phrased the question adequately. I think David had answered as best as he can. I think what he's saying at this point in time, he needs to be in the boardroom, he needs to have the full set of the facts, and the board collectively will come to it. I'm not sure that David can come to that conclusion here and now if I listen to what David's saying. Is there anything more you'd like to add? I mean, it's a board decision. The reality is, is. I've asked your decision. I've asked what your view was. You don't have the facts. Okay, all right. David Kingston, I've got a couple of simpler questions. If you could just give us your insight into how you personally view discounts to NTA with LICs. The problem with PMC has been twofold. Its underlying performance has been poor, albeit recently it's gone okay. We all accept that. Secondly, it was at a very large discount to NTA, which is why I bought in for the discount capture. LSF, which you know is relevant here because you're an L1 nominee, generally has been trading at somewhere between a 6% and a 10% discount to pre-tax NTA. Could you just give us your insights into what is your view on a reasonable discount to NTA that can be tolerated? Going forward, if you're on the board, what's going to be the situation if the current relative tightness to NTA, which Margaret's strategy has created, if that discount appeared again at, say, around a 10% discount, what would your position be as a board member if that happened? First of all, let's start with why LICs trade at discounts to NTA. There are a number of reasons for that. Based upon my knowledge of the industry, I think the primary one, if I look at correlation between discounts, usually large discounts are a consequence of poor investment performance. That's number one. There are a lot of other levers that can be pulled in addition to on-market buyback as one strategy in terms of capital management, in terms of trying to narrow the discount. There are a lot of other things that can be done as well, revolving around communication with shareholders and marketing of the fund as well. There's founder buying sometimes that occurs, executive buying, director buying that shows a sign of support in terms of trying to narrow that discount. There are a number of things that can be done. A buyback is one aspect of capital management strategy. What I would say is I think that to ensure that discounts are not too wide on an elongated basis, the most important thing that the company can do is ensure that investment performance is strong on a sustainable basis. LICs, if you, if I look at some of the data, Ord Minnett publishes monthly data around LIC discounts. Looking at some of those discounts, for example, if we look at small-cap companies, the average has been about a 15% discount to NTA. If we look at the larger caps, it's probably more like 6%- 7% in terms of the average over the last 12 months. The international funds have been trading at about a 9% discount to NTA. Discounts to NTA, as you know full well, are the norm. It's not abnormal. In some ways, that's the price of the daily liquidity that investors elect through an LIC as opposed to investing on a monthly basis where they don't have that daily liquidity. My expectation would be that capital management should be activated as required. I don't think it should be a permanent thing. I don't think it's something that if your investment performance is good, that you have to actually have permanently a capital management or a buyback in place in perpetuity. You're doing something wrong if it's a tool that you have to leave in place permanently. In this particular instance, I congratulate you. I think it's a wonderful trade. You identified a discount that was excessive, probably somewhere in the order of 15% when you bought in. As of yesterday, the stock traded at a premium to post-tax NTA. If you've managed to take advantage of that and sell into that, sell into that closing at the NTA discount, well done. Okay, thank you. Second question, Platinum owned around about 17% of, sorry, L1 owned 17% of PMC, which is subject to margin calls. It's not margin calls, but funding. What's the plan if you become a director? Would you cancel that stock or place it out? Sorry, if in terms of L1 shareholding, they're another shareholder. I'm an Independent Director. I'm standing as an Independent Director, right, to represent shareholders as a whole. I'm not representing an individual shareholder. I'm representing shareholders as a whole. They happen to be the largest shareholder. I'm aware they're the largest shareholder. I'm also aware of their track record and the performance of LSF. Okay, that's fine. Like a final one, L1, their LSF has a fee of 1.4% management fee and 20% of performance with zero threshold apart from high watermark. In my view, and I've had a campaign against VGI in the past because I thought that sort of performance fee with no threshold was excessive. In the event that L1 put forward a proposal that they become manager, but with the same fees as for LSF, would you as an individual director support that or would you try and change that? I believe we've got to compare apples versus apples, right? I would look at it on an after-fees basis, right? I think that in terms of investment performance on an after-fees basis, you have to factor in fees. To me, I come back to what is my primary decider of who I invest my money with, right? I have invested in LSF and it's been a very successful investment, right? I've had sort of 20% per annum returns out of LSF. For me, the more important factor is investment performance, alignment, and having skin in the game, and the fund manager having appropriate incentive. I like the incentive. Some people want to go with minimalistic fees. If that's the case, then probably they should buy index funds. I like an active manager, and I like an active manager where I've got alignment with that active manager. That's how I think as an investor. From a board deliberation perspective, I think it's very important to look at performance on an after-fees basis and look at the net performance because the net performance is ultimately what goes back to shareholders. I think that's the most important thing, the returns that go back to shareholders. It's not much point having low fees if you have shit-ass returns. Unfortunately, that's where PMC sits. Just a final one. The actual return on LSF since IPO is 12%, which is only 2% above the index. Its gearing is quite very high. It's got a very highly geared balance sheet. Would you support increasing the gearing or changing the whole strategy on PMC so it becomes a highly geared entity like LSF is? I don't think that's the proposal. The reality is that the new board hasn't had the opportunity to go through in detail, but I don't think either proposal that's been received so far is advocating for a highly leveraged entity. That's not my understanding. Anyway, that's for the next meeting. Thank you. Thanks. Can I just say some of these questions are getting quite technical. The L1 people obviously know the product that the people who are sponsoring them have put forward. I think that we can't go down into the detail in order to actually flush out the full product details of what potentially will be presented to a shareholder meeting. No problem. We'll leave that to one side. David, you said, you know, you're here to be independent and stand up for shareholders. Yeah. You'd be aware of reading all the data, as you mentioned, the significant underperformance, like 69% underperformance or the reduction of the high watermark in PMC because of the current Platinum underperformance. You'd be aware that Platinum isn't Platinum anymore. That's right, Geoff, isn't it? It's now L1 Capital. You'd be aware you're joining a board where L1 Capital is the current investment manager. You said how you look for after, it's all about after-fee performance. Why would you even consider as an independent director the L1 proposal, an investment manager, and there's 69% underperformance they have to make back before the investment manager gets paid a performance fee? Yeah, Geoff, I can't be responsible for what's happened in the past. No, no, no. It's a simple question. Performance, right, is a product of history. I'm not asking. Let me, the decision I need to make is what's in the best interests of shareholders going forward, right? As the custodian of capital for shareholders, who is the best person to manage those funds that will derive the best performance and the best returns for shareholders? L1 is already the manager. L1 is currently the manager. No, we're not, L1 is the manager. It's not, L1 is the manager. Why do you have to change? Geoff, the current portfolio manager of Platinum Capital Limited remains in place until the board recommends a new manager. Whether you classify them as L1 or PTM, it's semantics. It doesn't matter. We are continuing at this point in time until the new board comes back to a shareholders meeting recommending an alternative. Can't the new board, which David will be one of, ask for the L1 people, now that Platinum doesn't exist anymore, to manage the money and not pay more money? Let's ask David to take that on notice in his board deliberations. I just think expecting somebody to stand up here, standing for election, and doing deep dives into the product is just taking up time of shareholders' interests. Are there any other questions in the room? Andrew Clifford, I'm a shareholder. I just want to clarify, and this is probably a question for you, Margaret. I haven't read the meeting notes at all. Excuse me if I'm wasting everyone's time, but this discussion about changing the manager and needing to go to a meeting for it, I mean, are we talking about a very technical thing of, you know, currently the manager's Platinum Investment Management Limited, now part of the L1 Group? Are we talking about just the need to change that to, say, other portfolio managers who are employed by L1, that that needs to go to a meeting? Basically, that is a deliberation for the new board as to whether it needs to go to a shareholder meeting. They need to refer to the ASX listing rules. Things like the leveraging between different products, the fact that perhaps there aren't any performance fees, et cetera. The ASX could potentially look at it and say that there is a substantial change to the underlying product. In terms of whether it needs to go to the shareholder meeting or not, I think the other reason, I think this is more of a PTM sort of L1 issue, is the, what do they call it, those in-perimeter fees things that at this point in time, effective today, I believe that the Platinum Capital Limited and PIF portfolios are being run by L1 people, but PMC will continue with the current portfolio manager until a new manager is either put in place or not put in place. Platinum Capital's portfolio manager has changed a number of times over its history, and that never required any kind of meeting of shareholders. I'm bemused by the idea that, okay, maybe it's listing rules, maybe there's some technicality here, but as a shareholder, I would just finish on this note that the board should, if this is simply about changing the portfolio manager within the group, the board should avoid at all costs having another one of these meetings. It's a complete waste of our time and shareholder money. Just point of view. Thank you for your input, but I think it comes down to when portfolio managers have changed in the past, they were under the agreement with Platinum Investment Management Limited. I don't know if that will continue. They were under the same umbrella, but I think the key point is they were consistent investment strategies, and that's the key. My statement is just if it can be avoided, it should be avoided because there's no point to it. Taken. Thank you. Any other questions in the room? Okay, we'll move to questions online. We have an online question from Andy Darroch. With respect to the question surrounding a change to investment management, what is the threshold required to approve a change? Shall I take that? Yeah. I think as I've just referenced in the response to Andrew, it is a discussion between the new board and the ASX in terms of whether there is a significant change in the investment strategy that the shareholders should be aware of and whether it should go to a vote or not. We haven't undertaken any work, the existing board on that, but that's a deliberation for the new board. There is no black and white threshold. We have an online question from Stephen Mayne. What was the process around which David was chosen to be an L1 nominee today? Was a headhunter involved? Was there an interview process, or was it just a case of David knowing particular L1 or Platinum personnel such as the founders? Yes, I have known the L1 founders for in excess of 20 years. That doesn't have a relevance in terms of my independence, obviously. In terms of the process, I made it clear that I was available for a role if required. The nomination came about from the enrollments, but it was an expression of interest on my behalf. Obviously, it's an area where I feel I've got appropriate expertise, and I think I can add a lot of value to the board. That's evolved from there. A further question from Stephen Mayne. Could David also please detail his professional work history with the other two L1 nominees who, according to the proxies, are likely to share board control with David going forward? I need to share what I've already shared before in terms of. Yeah, I wouldn't go back through your work history. I'm not sure whether Stephen actually was listening to what I said earlier. Do I need to repeat that? I don't think so. I think you elaborated very fully. The bottom of that question is, what is your work history with the other two L1 nominees? Oh, work history? Probably more than 20 years ago, I was a colleague with Doug, so it was nice to catch up again with Doug. I haven't seen each other for a long, long period of time. In terms of Rachel, it's only been over recent weeks that I've come to know Rachel and already a good working relationship, and I'm looking forward to joining them. In terms of Katrina and Jane, I've only just met them today, but we'll obviously work effectively as a team. I think we all bring different sets of skills to the table, and I'm hoping that collectively we'll make good decisions and hopefully create a lot of value for Platinum Capital Limited shareholders. Thank you. Are there any more online questions? Chair, no further questions have been received through the online platform for this item. Thank you very much, David. Okay, moving to resolution three. The next resolution will require a shareholder vote on the appointment of Mr. Douglas Farrell as Director of the company. I now call upon Douglas to provide a statement in support of his appointment. Good morning, ladies and gentlemen, and thank you for the opportunity to speak with you today. I'm seeking election to the board because Platinum i s at a point that is very important in terms of its development. The funds management industry is facing increasing competition, heightened regulatory oversight, and a shifting investor landscape. I believe my skills and experience can add real value in helping Platinum navigate these challenges and seizing the opportunities ahead. By way of background, I've spent more than 25 years in investment and advisory roles, both in Australia and internationally. I'm the Managing Partner of Quintet Partners, a private investment firm focused on private assets and real estate. I also chair the Australian World Orchestra and serve on a number of boards of businesses in Australia, including Tower International, APV, and Derwent Search. Previously, I was the Head of Mergers and Acquisitions and Real Estate Investment Banking at Citigroup in both Australia and New Zealand, and held senior roles with Nomura, Lehman Brothers, and Deutsche Bank in both Sydney and Hong Kong. Throughout my career, I've worked closely with listed companies, boards, and shareholders, always with a focus on creating long-term value. I stand before you as an independent candidate and a shareholder myself. My interests are aligned with yours. I want to see the value of my own investment in PTM grow alongside yours. I'm not associated with Platinum, L1 Capital Group, or any other listed investment manager. That independence matters because it ensures that I can bring an objective voice to the board, focused solely on the best interests of all shareholders. I know one or two of you will be asking how I would vote on the question of the investment manager. My role as a director, if elected, is not to predetermine outcomes, but to ensure shareholders have a transparent process and full information. Like you, I'm a shareholder, and when the time comes, I will exercise my vote in line with what I believe is in the best interests of all shareholders. Today is not a time to preempt what decisions will be made in the future. In short, I bring independence, experience, and alignment as a fellow shareholder, and if elected, I'll work constructively with the board and management and always with the shareholder interests at the center of every decision. Thank you for considering my candidacy. Thank you. Are there any questions in the room? Just a slightly different question. L1 is now the manager, as of this morning, or owns Platinum. Why would you change a management agreement when you've already got the manager? I think this would be a very reasonable question if this wasn't a shareholders meeting. These questions will all form an important discussion item in our next board meeting. I am going to leave it there and say that the question that you raise is a real one, and it's one that will be discussed. It will be discussed at length. I will consider the answer to that question in my capacity as an independent director in good faith. I will also not be making any decisions without considering the views of the other directors. I know you'd probably like a more specific answer to that on a hypothetical basis, but that's my answer. Thanks. David Kingston, thank you. Just clarifying something, Andrew, you said, I think there's no issue with the actual individuals changing. I think the bigger issue is whether the fees change, whether the current situation where there's no performance fee until the deficiency below index is caught up. Also, whether the current situation, I believe PMC is relatively ungeared, whereas L1 Capital Group has got a lot of gearing. I think that's really the issue that we're getting at, not whether an L1 person, you know, executive, comes in and replaces a current, you know, investment manager. It's a big issue. Thank you for acknowledging you'll take it seriously. I think it's likely to be the subject of a further meeting in due course. Thank you, David. I will add one thing to that, which is that I think all of the directors stand before you. A number of them have got AICD qualifications. I think Australia leads the world potentially, actually, in my mind, in terms of its corporate governance and training of company directors. I think the people that have been through that type of training do fully understand their responsibilities, represent all shareholders, and act independently. They're product-specific questions, and I think they are relevant to a different time. Thank you. That's fine. Are there any questions online? Chair, we have received an online question from Mr. Stephen Mayne. How can Doug say he's independent when he has been nominated by L1, which is the largest shareholder and an aspiring manager? For context, I've known the L1 team professionally for more than 10 years and have invested in some of their funds over that period. That gives me an understanding of their approach and track record. I think getting at the heart of that question is a question around independence. By way of context, I first met Mark Landau back in 2004 when I was a research analyst at Deutsche Bank in a professional capacity. I stand here today as an independent candidate with a responsibility to all shareholders, and I do that with an independent mindset. Yes, I know L1 professionally, but that doesn't impact my ability to be independent and act for the benefit of all shareholders. We have a further online question from Mr. Stephen Mayne. Also, can he answer the same question directed at David? Apologies. No, I can bring it up here, I think. Also, can he answer the same question directed at David about the process that led him to being here today and his history with the L1 founders and the other two members on the L1 slate? I think I've already answered that question. Unless Chair wants me to elaborate, I think I've already answered that question. No, I think that's fine. Are there any more online questions? There is a further online question from Andy Darroch. Could you confirm when the next board meeting is scheduled? I believe the next board meeting is being held after this meeting. Whether or not that's an official board meeting is really a question for the existing board. What I can say is that if appointed, the new directors will be looking to appoint a board meeting as we'll be looking to hold a board meeting as soon as possible so that we can get started with the many issues that need to be dealt with by the new board. Maybe not to obfuscate the question, we haven't set a board meeting because we're not on the board yet. Clearly, once that happens, we'll be in a position to do so. We have a further online question from Andy Darroch. As a Director, what is the threshold of approval, i.e., percentage of votes required to institute any changes to the investment management agreement? I think this has been discussed. The only thing I would add is to say that we will be taking legal advice on this point, and we will be considering that legal advice seriously. We'll also be forming our own view and judgment on that. That's not something that is appropriate or sensible to go into today. What is before you is a decision to vote in me or otherwise as a director, and that's what you're being asked to consider. Thanks. Thank you. Any more questions online? Chair, no further questions have been received through the online platform for this item. What about the telephone? Chair, no questions have been received through the telephone line for this item. Thank you very much. Thank you, Doug, for your representation. Moving to resolution four, appointment of Geoff Wilson AO as a director of the company. I'll now call upon Geoff to provide a statement in support of his appointment. Thank you, Chair. Thank you, everyone, and I think Andrew sort of hit the nail on the head as to why we're here today. What it is, is unfortunately, it's a waste of shareholders' money. We all know L1 has now taken over Platinum and is the manager. We all know that PMC shareholders, the long-suffering ones, haven't had a great experience in terms of outperformance. The only reason I put myself up and found some other independent people to go on the board was because of how disappointed I was with the behavior of L1. They were taking over the management company. They already could manage the portfolio, obviously with agreement with the board in the best interests of shareholders and as cheaply as possible. Instead, they've put a proposal to effectively increase the performance fee from - 15% to + 20% on zero. Shareholders are 35% worse off and also to increase the management fee. I had no intention of putting myself up to go on the board until we looked at the shareholder register and we found out that 36% of our 130,000 shareholders were already PMC shareholders. That's why I put myself up and also asked the two independents to put themselves up. My experience, I've been in the equities market for 45 years. I'm on the board of 13 listed investment companies, eight as Chair, and various financial experience as the previous three people communicated to you. That's pretty much why I'm here. I don't think we should have another meeting. I think the fees should stay as they are, the management fee at 1.1%, the underperformance, leave the hurdle where it is, and get the people that are best to manage this pool of capital on behalf of all shareholders. Thank you, Geoff. That was a very short history on your life, but I thank you for it anyway. Well spoken. Do we have any questions from the room? Geoff, I'm just intrigued. There's nearly 300 million shares on issue, but only just over 100 million have voted. Do you have any insight into that? Because if a lot more had voted, maybe the conclusion might have been different. Thanks. Yeah, it was interesting. I think I was giving Margaret a bit of a hard time at the last extraordinary general meeting saying I was surprised how few people you got to vote. Normally when there's something like this, you get up to 75%- 80% of the people who voted. Now, the company was floated, I think, in 1994. Obviously, there's just a significant amount of the register that I don't know how it ended up on there. It might have been financial planners or just lost in the portfolio somewhere. We worked on, like, we knew the Wilson Asset Management people, we could speak to them that were duplicates, but getting access to the others was challenging. Sorry, Margaret, if I gave you a hard time at the extraordinary general meeting about that. That's fine. Yes, look, I don't know. I think a large number of shareholders were asleep, it was evident at the last meeting, and I think it's evident here today. I think the fact that only 100 million have voted and 59 million of those are owned by L1, it could be quite a different picture. We are where we are. Thank you. Any other questions in the room for Geoff? No? Any questions online? Chair, we have an online question from Stephen Mayne. Could Geoff Wilson please comment on how the fees he charges LICs compare with what Platinum and L1 currently have and have historically charged? Okay, maybe the simplest way to put it is our view is the people managing the pool of capital should be the best people managing the pool of capital, and they're already L1 people. The management fees should stay where they are at the 1.1%. We actually, for our global fund, charge 1.25%. We said we're happy to manage it at 1.1%, and also we're happy to accept the $315 million of underperformance. We normally charge a performance fee, and that's for our global product, above the MSCI of 20%, but that's above the MSCI and a high watermark on that. We have a further online question from Stephen Mayne. Does he agree there is pressure on all external managers to reduce fees with the rise of ETFs and index investing? I'm going to let Geoff answer this question, but these are all becoming quite technical product questions, which I don't think we want to continue going down the rabbit hole of. Maybe Geoff can hold a webinar and actually give some instructions about the LIC market generally later. Thank you very much, Margaret. I think I put down a quote from David, but I wouldn't want to misquote you. To me, it's all about after-fee performance. Okay. Thank you. Any questions from the phone line? Chair, no questions have been received through the telephone line for this item. Thank you very much, Geoff, for taking the time. I don't want to take yours. Thank you very much. Now we're moving forward to resolution five, and the next resolution will require a shareholder vote on the appointment of Mr. Richard Caldwell as a director of the company. We can see the proxies on the screen there. Thank you, Richard. Thank you, Margaret. Thank you, everyone, for the very substantive and vigorous debate that's ensued prior to me. I'll try and keep it reasonably short. I think a lot of the kind of factual issues have been reasonably resolved, but I'm happy to give you my opinion and my intention on any specific issue you'd like to resolve, at least from my perspective. The notice of meeting was circulated, and a very brief background of my career and qualifications was outlined there. I won't go too much into that detail other than to suggest that I think it's a very appropriate background for the role for which I am being considered. I've managed debt funds, I've managed equity funds, I've rolled up my sleeves and worked as a trader on the prop desk at JPMorgan in London. I've looked at risk from that perspective. I've also looked at risk from the perspective of actually overseeing teams of traders, which has some relevance in terms of understanding performance either on a day-to-day basis or on an annualized basis. Either way, I'm very keen to see anything that I'm involved with perform on a superior basis to its peers. There are a couple of issues that have come up today. Probably one that was highlighted was the nature of independence. I'd like to just speak maybe briefly on my background with the ticket that I'm standing on, so to speak, with Geoff and Julian. Julian, I've known for a month. We have no history. To the extent that I know Geoff, it's on the basis that we both operated in the Australian financial services market for some time, not together. He has never worked for me. I'm probably glad of that. I have never worked for him. He's probably glad of that. Either way, we're strong and independent characters. My principal connection with Geoff these days is, going back maybe 10 years, was the fact that we both, on a consecutive basis, shared the role as chairs of the Aksum School Foundation, where we both raised significant amounts of money on a non-profit basis for that school for its expansion. We also continue to ride together on a Saturday and compete up the steep hills of Kudji and Maroubra. Other than that, it is relevant to the extent that we are very independent of each other. I expect, if appointed as a director of this company, to act wholly for the benefit of all shareholders. I do think to the extent that the appointment in future of a new manager, should it require or entail a significant change of strategy, should be the subject of shareholder approval, otherwise not. I'd say, given my long history and understanding of the ASX rules and the corporations law, that that would be consistent with general principles under both those guiding regulatory documents. I'm happy to take questions, and of course, very pleased to be able to have this opportunity to address you. Thank you. Here we are. David Kingston, Richard, well spoken. Great speech. You did drop the ball though in not advocating your candidacy well enough. Picking up Margaret's point that L1 voted 57 million shares, I think you said, Margaret? Around about that. Richard, if you exclude L1, it was 35 million for you and about 10 million or 11 million against. You would be a successful candidate apart from L1. I think it is quite extraordinary that so few people voted. Margaret's explained that. Thank you. Disappointing. the end of the day, today, qhile the vote looks pretty strong against you, in reality, I think if you'd run an elbow-type campaign, mate, you might have been up there winning. Thank you. Thank you. Thanks for those kind words. Any more questions in the room? Online? Chair, we have a question online from Andy Darroch. Do you personally hold shares in the vehicle? No, I do not personally hold shares in the vehicle. It would be my intention to hold shares in the vehicle should I take that role. I've always liked to back my judgment. I'm currently on the board of a listed mining company called Southern Hemisphere, for which I hold close to 4%, all purchased on market, aligning myself with the performance of that company and with other shareholders. Very happy to do that. I'd like to be on a winning team. We have an online question from Mr. Stephen Mayne. What does Richard think about L1, including the tactics deployed in blocking the previous control proposal and then calling today's meeting to take board control? Seeing as he hasn't been successful based on the proxies, does he regret being dragged into this fight? I think this is an inappropriate question, and I don't think it merits a response. Thank you for that question, but we'll move on. Chair, there are no further questions online for this item. Thank you very much, Richard. Okay, Resolution 6 is the appointment of Julian Martin. I'm advised that Julian is unable to attend today's meeting. I think we take as read his profile that's in the explanatory notes attached to the meeting. The screen behind me, which is pretty consistent with Geoff and Richard, is there. I will take any remaining questions from the floor. Chair, bearing in mind this is the last resolution and there probably won't be many comments with Julian not here, I think it's appropriate on behalf of all PMC shareholders that we pass a vote of thanks for your excellent hard work over the last year and a bit to maximize shareholder value for shareholders. I think you've done an outstanding job in putting forward the schemes to convert PAI and PMC to ETFs. Well done on when the ETF conversion was rejected here. Well done on coming up with a buyback, which I think has been instrumental in allowing PMC shareholders who want to exit to exit at near NTA. I give you an outstanding vote of thanks, which I'm sure would be endorsed by all shareholders of PMC. The only deficiency, Margaret, is that I only give you 9 out of 10. I can't give you 10 out of 10 because there's always a debate about whether a pre-tax NTA or post-tax is the relevant one. In a conversion to ETF, absolutely, you lose the tax benefits, so it is the post-tax. I do think you lose one point out of 10, still an outstanding mark, because you've based the buyback at 0%- 2% discount to after-tax NTA. I think that's penalized shareholders a little bit because there's around about a $0.05 difference between the two. It's also probably the reason why you've been unable to actually fill the 20% order at your 0%- 2% discount to after-tax NTA. Apart from that small issue, I think you've done an outstanding job. I think you deserve the vote of thanks from every PMC shareholder. Well done. Thank you. Thank you, David. I will respond to, I think I deserve the other $1.2 million. Basically, we prepared ourselves ready for the buyback program. Therefore, we liquidated most of the stock, and that provided the franking leading into the dividend that was paid. There wasn't a lot of franking left in the can. A lot of deliberation was put in, and we've actually achieved close to 100% of the post-tax NTA calculation. You've got to understand that the post-tax NTA was an estimate. Not many people can provide a daily NTA. It was a convoluted process. I thank the finance department at Platinum for putting up with us and us driving them to deliver us a result that we could actually try and get as close as possible to that post-tax NTA. As I said, there's not much franking left in the tin for those people that have exited. It's not just me. It's actually my fellow board members, particularly Ian. He's been on the full journey, and Jo actually as well, originally with only her company secretary, Jo Hatton, and more recently when Dick decided to leave the board. It was pretty horrendous. It was 26 board meetings, I think, was what was held over the course of that financial year. We're looking forward to a nice glass of wine. Thank you all. I just want to echo that because I know how you guys have really stood up for shareholders. Congratulations. Incredible job. Thank you, Geoff. Okay, ladies and gentlemen, that concludes the formal business of the meeting. For those here in person, once you've marked your vote, please raise your hand so it can be collected by MUFG. 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. Thank you, everybody. I now declare the poll closed. The results of the poll will be announced to the ASX later today and published on Platinum's website. Ladies and gentlemen, I now declare the meeting closed. A recording of the meeting will be made available on Platinum's website in the next few days. On behalf of the Board, I would like to now invite you to join us for some refreshments directly outside. Thank you very much.
Loading workspace