Thank you. Good morning, ladies and gentlemen, and welcome to the SKI meeting, general meeting, and annual general meeting of Infomedia. My name is Jim Hassell, and I'm the Chair of Infomedia Limited. Today we'll be conducting three meetings consecutively, all of which I've got the pleasure of chairing. The SKI meeting has been convened in accordance with the orders of the Supreme Court of New South Wales, made on 7th of October 2025. Before we begin, I would like to acknowledge the Gadigal people of the Eora Nation, the traditional custodians of the land on which we meet today, and pay my respects to their elders past and present. I extend that respect to all Aboriginal and Torres Strait Islander peoples joining us today. I'd also like to introduce my fellow directors and members of the management team who are in attendance. At the end, we have Jens Monsees, Managing Director and Chief Executive Officer. Next to me on my right, Lisa Harker, Independent Non-Executive Director. On Lisa's right, Edwina Gilbert, Independent Non-Executive Director. On my left, Joe Powell, Independent Non-Executive Director. We have our Chief Financial Officer, Chantell Revie, sitting in the front row there. Jason McLennan, who I've lost for the moment, sitting over there. Sorry, Jason. General Counsel and Joint Company Secretary. Also sitting over there is Kamille Dietrich, our Joint Company Secretary from Automic Group. We also have Aaron Calder, a representative of the company's share registry and returning officer for today's meeting, also present. Aaron's sitting over there. The company's auditor for the 2025 financial year, Damien Cork of Deloitte, is present to take questions relevant to the conduct of the audit and the preparation and content of the independent auditor's report in the 2025 annual report. Damien. The agenda for today will proceed as follows. I'll formally declare all three meetings open to cover the administration comment to all of the meetings. Once we've done that, we'll then begin the SKI meeting and we'll adjourn the general and the annual general meeting. The SKI meeting is where Infomedia shareholders will be asked to vote on the SKIM resolution. On completion of voting, the SKI meeting will be closed. The general meeting will be resumed to consider and vote on the bidder loan resolution. Once voting is finished at the general meeting, that will be closed and the annual general meeting will be resumed where shareholders will be asked to vote on the adoption of the 2025 remuneration report and the re-election of myself, Jim Hassell, as a Non-Executive Director of Infomedia Limited. I hope this is clear for everyone. For all of those people who are online, we'll give instructions on dialing in and dialing out of each meeting at each appropriate point. We are now just past 10:00 A.M. and there being a quorum present, I declare all three meetings open for business. I confirm that the meetings have been properly constituted in accordance with the orders of the Supreme Court of New South Wales, the Corporations Act 2001, and the company's constitution. Before we proceed any further, I would appreciate if all mobile phones could be turned to silent mode or switched off, please. Recording devices and cameras must not be used during the meetings. In the event of an emergency, please follow emergency exit signs and instructions of the venue staff. Okay, I'll now briefly outline procedures for today's meetings. In accordance with the company's constitution and as set out in the notices of the SKIM general and annual meetings attached to the shareholder booklet, the company has determined that voting on all resolutions will be conducted by poll. The results of the poll for each meeting will be declared and released to the ASX later on today and will be on Infomedia's website also. Only shareholders, proxy holders, and appointed representatives are entitled to speak and vote. As outlined in the notices of the SKIM general and annual meeting, as chairs of today's meetings, I will vote all undirected proxies where authorized in favor of the resolutions. Those attending in person may cast their votes by completing the paper voting cards provided. You will have received three cards during registration: yellow for the SKI meeting, green for the general meeting, and pink for the annual general meeting. Questions on voting can be answered by MUFG Group team members at the registration desk outside the room, so you have passed them on your way in. Excuse me. Non-voting shareholders holding a blue card are not entitled to vote but may ask questions and make comments. Visitors holding a red card may not speak or vote. Okay. Shareholders participating via the online platform may cast a vote using the electronic voting card. Infomedia shareholders should note that there are three different links for the meetings. The SKI meeting will be conducted first, so you should log into the web page for the SKI meeting first. The general meeting and the 2025 annual general meeting will then immediately follow as the preceding meeting is concluded. When the SKI meeting concludes, you should log out of the SKI meeting web page and then log into the general meeting web page. When the general meeting concludes, you should log out of the general meeting web page and log into the 2025 annual general meeting web page. The logging in and logging out allows you to vote online on each of the different meetings. To get a card, click on "Get Voting Card" and follow the instructions. For any questions about casting an online vote, please refer to the online platform guide. Alternatively, phone the number set out in the guide, which I think is also on your screens at the moment. At the appropriate time, yellow, green, pink, and blue card holders wishing to speak should proceed to the microphone. I shall let you know at the appropriate times on each of the meetings. Please identify yourself before submitting questions. Online platform participants may submit questions by registering as a shareholder or proxy holder and then clicking the "Ask a Question" tab. Shareholders may ask questions on the phone by using your landline or mobile device and calling the number as set out in the online guide. To ask questions on the phone, a unique PIN is required. Please refer to the online platform guide for more information. After questions from the floor have concluded, I will turn to any questions submitted online. As a courtesy to all present, I ask that questions and comments be confined to the resolution under consideration and presented in an orderly manner. As Chair, I reserve the right to rule out of order any questions that do not pertain to the respective meeting. Thank you. I will now adjourn the general meeting until the conclusion of the SKI meeting and adjourn the annual general meeting until the conclusion of the general meeting. With both meetings now adjourned, we will proceed with the SKI meeting. I'll now give an overview of the SKIM. On 6th of August 2025, Infomedia announced it had entered into a SKIM implementation agreement with TPG Capital via McQueen BidCo. McQueen BidCo is an entity owned by an investment holding entity in Singapore, which is managed or advised by TPG Capital Pte Limited or its related entities. If the SKIM is implemented, Infomedia shareholders will receive AUD 1.72 per Infomedia share, reduced by the amount of any permitted dividends paid after the date of the SKIM implementation agreement being 6th of August 2025. The full year 2025 fully franked dividend of AUD 0.02 per Infomedia share was paid on 18th September 2025. The board has also resolved to pay a fully franked special dividend of AUD 0.029 per share, which will be paid on 28th of November 2025, with a record date of the 25th of November 2025 if the SKIM proceeds. Infomedia has received a draft class ruling from the ATO confirming the tax treatment of the special dividend and the SKIM. As a result of the payment of the permitted dividends, the SKIM consideration will be reduced to AUD 1.671 per Infomedia share. The Infomedia board was approached proactively by TPG Capital in April 2025 and provided an indicative, confidential, and non-binding proposal. Following a period of negotiation discussions between the parties, Infomedia received a revised, improved proposal in May 2025. The Infomedia board undertook an extensive evaluation process considering the merits of the TPG Capital proposal, including assessing this against the detailed medium and long-term strategic plan for the business and potential risks and opportunities associated with this before ultimately recommending the proposal. The SKIM consideration values Infomedia's equity at approximately AUD 651 million and an enterprise value at approximately AUD 579 million. It represents an implied transaction multiple of approximately 16.4 x fiscal year 2025 underlying cash EBITDA. It also represents a price for each Infomedia share that is a 30% premium to Infomedia's closing price of AUD 1.32 on 5th of August 2025, which represents the last closing share price prior to announcement of the SKIM, a 33% premium to Infomedia's one-month volume-weighted average price of AUD 1.29 per share on 5th of August 2025, and a 41% premium to Infomedia's three-month volume-weighted average price of AUD 1.22 per share on 5th of August 2025. Moving on to the board recommendation and independent experts' conclusion. Your directors consider that the SKIM is in the best interests of Infomedia shareholders and unanimously recommend that you vote in favor of the SKIM in the absence of a superior proposal and subject to the independent expert continuing to conclude that the SKIM is fair and reasonable and therefore is in the best interests of Infomedia shareholders. Your directors also recommend that you vote, excuse me, in favor of the bidder loan resolution at the general meeting. Your directors who have not already voted in favor of the SKIM will vote in favor of the SKIM at this meeting. Infomedia appointed Grant Thornton as the independent expert to assess the merits of the SKIM. The independent expert has concluded that the SKIM is fair and reasonable and therefore is in the best interests of Infomedia shareholders in the absence of a superior proposal. The independent expert has assessed the full underlying value of an Infomedia share on a 100% controlling interest basis to be in the range of AUD 1.57-AUD 1.79, and the SKIM consideration falls in the upper half of this range. I can confirm that no superior proposal has been received by the Infomedia board, nor is Infomedia in discussions with any other interested parties. I also confirm that the conclusion of the independent expert that the SKIM is in the best interests of the Infomedia shareholders remains unchanged. In reaching this recommendation, we have carefully considered the potential advantages and disadvantages of the SKIM. Additional background on the SKIM, including reasons to vote in favor of or against the SKIM, has been included in the shareholder booklet that was sent to Infomedia shareholders. Conditions precedent. Implementation of the SKIM is subject to a number of fairly customary conditions. The status of the regulatory conditions is as follows: ACCC approval was obtained in August. The German regulatory approval was obtained in October, and the Foreign Investment Review Board approval was obtained on the 13th of November 2025. The SKIM is also subject to court approval conditions and conditions relating to the financial position of Infomedia. As at the time of this SKI meeting, the directors are not aware of any circumstances that will prevent any of these outstanding conditions from being satisfied or waived if applicable. I'll now turn to the proposed timetable for implementation of the SKIM. If the SKIM is approved by the required majorities of Infomedia shareholders at this SKI meeting, Infomedia expects to take the SKIM to the Supreme Court of New South Wales for approval on Friday, 21st of November 2025. If the court approves the SKIM, a copy of the court orders approving the SKIM is expected to be lodged with the Australian Securities and Investments Commission on Friday, 21st of November 2025, which would be when the SKIM becomes effective. Infomedia expects to be suspended from trading on the ASX at the close of trading on that date. Infomedia shareholders on the register at 7:00 P.M. Sydney time on Tuesday, 25th of November 2025, will be entitled to receive the SKIM consideration for each Infomedia share they hold on that date. Payment for the SKIM consideration will be made on the implementation date, which is expected to be Wednesday, 3rd of December 2025. Okay, so we'll now move to the formal business as set out in the notice of SKI meeting. The notice of SKI meeting was included in attachment E to the shareholder booklet, which was dispatched to Infomedia shareholders on or around 10th of October 2025. I propose to take the notice as read. In order for the SKIM resolution to be passed, it must be approved by the requisite majorities, being unless the court determines otherwise, a majority in number, that is more than 50%, of Infomedia shareholders present and voting at this SKI meeting, whether in person, attending online, by proxy, by attorney, or by a corporate representative, and at least 75% of the total numbers of votes cast on the share SKIM resolution. Now we'll move on to questions. I'd like to open the meeting to questions, any questions in relation to the SKIM. In answer to a query raised by a shareholder, shareholders may ask questions concerning the financial performance of Infomedia, including the full year 2025 annual report. There will be no additional presentation of the FY 2025 financial statements at the annual general meeting following this SKI meeting. Are there any questions or comments from the floor on the financial report or the reports of the directors and auditors? Questions from the floor. If there are no questions from the floor, do we have any online questions? Samuel, Jason? Nothing? Okay. Thank you for that. We will now proceed to the SKIM resolution as set out in the notice of SKI meeting. The SKIM resolution is set out on the screen now and in the shareholder booklet. I do not propose to read out the resolution unless requested to do so. I will just give everybody a minute to remind themselves of that. Moving on, the proxies received in relation to this resolution prior to this meeting are on the screen now. Now we will conduct the poll. Those physically in attendance, please mark your vote on the SKIM resolution on your yellow voting card. Those attending virtually can vote via the online portal. Can all shareholders voting online please now ensure that they have submitted their vote? For those attending in person, I now invite Aaron from MUFG to collect the voting cards. Thank you, Aaron. Have all shareholders intending to vote now submitted their voting cards or completed their online vote? Can I check, are there any final comments or questions before I close the poll? Any final comments or questions in the room here today? No? Any online? No? There being no further questions, I declare the poll closed. MUFG will now process the poll results. The final poll results will be released to the ASX and posted on Infomedia's website. There being no further business, I declare the SKI meeting closed and we will resume the general meeting. For those attending online, please ensure to log out of the SKI meeting web page and log into meeting two general meeting web page. We will give you two minutes to do that. We will just pause for a couple of minutes to let those people online log out of the SKI meeting and log into meeting two general meeting web page. Thank you, everybody. I changed it because it said that the directors will vote at this meeting. That is why I said it. Are we good to go now, Jason, Camille? One more minute. One more minute. One more minute? Okay. It is a long time when you are waiting, is it not? It is a long time. Good to go. Good. Okay. We will now resume the general meeting. The purpose of this general meeting is to consider, and if thought fit, to agree to approve the making in advance of funding under the Bidder Loan Agreement. The notice of general meeting was included in Attachment F to the shareholder booklet, which was dispatched to Infomedia shareholders on or around 10th of October 2025. I propose to take the notice as read. The general meeting resolution must be passed by at least 75% of the votes cast on the general meeting resolution by Infomedia shareholders. The Bidder Loan Agreement is a loan agreement entered into by Infomedia and the bidder, pursuant to which Infomedia has agreed to lend excess cash held by Infomedia to the bidder to more efficiently fund part of the SKIM consideration. The provision of the bidder loan is conditional on the resolution to be considered at this meeting being passed and the SKIM becoming effective. Approval of the bidder loan is a condition to the SKIM. The amount of the bidder loan was to be determined by the Infomedia board based on a range of considerations concerning the performance of the Infomedia business and its cash requirements. The Infomedia board has determined that the bidder loan will be AUD 41 million. Shareholder approval of the bidder loan is required under the financial assistance and related party benefit provisions of the Corporations Act. Your directors recommend that you vote in favor of the bidder loan resolution. The provision of the bidder loan will have no impact on the actual proceeds you will receive under the SKIM. Section 5.4 of the shareholder booklet sets out considerations relevant to the advance of the bidder loan, including costs, detriments, and benefits. We now move to the formal business as set out in the notice of the general meeting. We'll start with questions. I would like to now open the meeting to questions in relation to the approval of the Bidder Loan Agreement. Do we have any questions from the floor today with relation to the Bidder Loan Agreement? No questions from the floor. If there are no questions from the floor, do we have any online questions? No questions. Camille, Jason, thank you. Okay, thank you. We'll now proceed to the resolution as set out in the notice of general meeting. The resolution is set out on the screen now and in the shareholder booklet. I will not read out the resolution unless requested to do so, but again, we'll just give you a minute to refresh that in your minds. Okay. If we can now show the proxies received in relation to this resolution prior to this meeting, they are on the screen. Okay, we'll move on to conducting the poll. Those physically in attendance, please mark your vote on the resolution on your green voting card. Those attending virtually can vote via the online portal. Can all shareholders voting online please ensure now that they have submitted their vote. For those attending in person, I'll ask Aaron again from MUFG to collect the voting cards. Okay. If I can just check if all shareholders intending to vote have submitted their voting cards or completed their online vote. Are there any final comments or questions before I close the poll? In the room today, no comments or questions online? Yes. Okay. In case anybody did not hear that or online, we're just going to leave that open for a couple more minutes to make sure that everybody online has the chance to vote. When you do your opinion. We can do it now. Okay. I'll just check one more time. All shareholders attending to vote submitted their cards. Any final comments or questions before I close the poll? We'll check online. Yeah, all good. Okay, thank you. I shall now, there being no further questions, I'll declare the poll closed. MUFG will now process the poll results. The final poll results will be released to the ASX and posted on Infomedia's website. There being no further business, I declare the general meeting closed and we will resume the annual general meeting. For those attending online, please ensure to log out of the general meeting web page and log into meeting three, the annual general meeting web page. Again, we'll give you a couple of minutes to do that. Thank you. We can start. Okay, thank you. Yep, sorry. Thank you. Okay. We'll now proceed to resume our final meeting for today, our annual general meeting. The notice of the annual general meeting was included in attachment G to the SKIM booklet. I propose to take the notice as read and we will now proceed to the items of business. The first item of business is to receive the company's annual financial report for the year ended 30th of June 2025. There is no voting on this item as it is a discussion item only. The financial report and the reports of the directors and the auditors are now laid before the meeting. Are there any questions or comments on the management of the company? From the floor, anyone online? Okay. Are there any further questions relevant to the conduct of the audit and the preparation and content of the auditor's report to be put to the auditor? Check from the floor. Any questions here? No? No questions online. Okay. Thank you. If there are no questions, okay, we'll now proceed with the resolutions. The first resolution is set out on the screen now and is as follows. To consider and if thought fit to pass the following as an ordinary resolution. That Infomedia's remuneration report for the year ended 30th of June 2025 be adopted. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit your questions. Can I check, are there any questions? From the floor, any online? Nothing online. Okay. The proxies received in relation to this resolution prior to this meeting are on the screen. Could you pass them on, Jim? Okay. Thank you. As the next resolution relates to myself, I'll hand the chair over to Lisa Harker. Thank you, Jim. We move on to resolution two, which is the re-election of Independent Non-Executive Director and Interim Chair, Jim Hassell. The resolution is set out on the screen now and is as follows. To consider and if thought fit to pass the following as an ordinary resolution. That Mr. Jim Hassell, an Independent Non-Executive Director retiring from office and resubmitting himself for re-election as an Independent Non-Executive Director, be re-elected as a Non-Executive Director and Chair of the company. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit your questions. Are there any questions? None from the floor. Any questions online? Thank you. No questions. The proxies received in relation to this resolution are now on screen. I now hand the chair back to Jim Hassell. Thanks, Lisa. That concludes the resolutions to be voted on today. As noted, all resolutions are being conducted by poll. Those physically in attendance, please mark your vote on the resolution on your pink voting card. Those attending virtually can vote via the online portal. Can all shareholders voting online please now ensure that they have submitted their vote. For those attending in person, I now invite Aaron from MUFG to collect the voting cards. Thanks, Aaron. Okay. Have all shareholders intending to vote now submitted their voting cards or completed their online vote? Are there any final comments or questions before I close the poll? Nothing in the room. Nothing online. Thank you. There being no further questions, I declare the poll closed. MUFG will now process the poll results. The final poll results will be released to the ASX and posted on Infomedia's website. Before we close the meeting, I will now invite our Chief Executive Officer, Jens Monsees, to say a few words. Jens. Thank you, Jim. And hello, everyone. Welcome, everyone. My name is Jens Monsees, CEO and Managing Director of Infomedia. Before we wrap up today, I would like to take a few moments to reflect on the last three years at the helm of Infomedia. It's been an exciting journey since I stepped into the role in May 2022. Together with my executive leadership team, we have achieved some remarkable successes. First, we transformed Infomedia into a truly product-led SaaS and DaaS business with a clear focus on growing recurring revenue to currently close to 99%. Our solution groups are now fully integrated and state-of-the-art and ready to be scaled global. We refreshed the leadership team and built a highly talented group of international professionals with passion and deep industry knowledge. Earlier this year, we acquired Intelligam, an artificial intelligence business whose capability will deliver significant value to our products and customers over time. Thanks to these changes, our financial performance has been stronger every year. Organically, over the last three years, we increased the free cash flow by 46%. We grew Infomedia's revenue by 22% and increased underlying cash EBITDA recurring margins from 17% now to 24%, resulting in underlying cash EBITDA growth of just over 42%. The entire Infomedia team should be proud of these achievements. I want to give special thanks for the incredible effort over the last six months, successfully bringing the TPG offer to a close while continuing to run and grow the business. I'm also deeply grateful for the guidance and the support from our board whose trust enabled us to navigate this intense period. To our customers, thank you for your long-standing confidence in Infomedia. We look forward to continue to enhance our product suite under new ownership so that we can deliver even better tools in the future. Finally, thanks to our shareholders. Thank you for your support, trust over the years. With that, Jim, back to you. Thank you. Thanks, Jens. Thank you. I would just like to echo my thanks and appreciation to the entire Infomedia team who've just been excellent in keeping focused on servicing our customers and continuing to drive Infomedia's business throughout FY 2025 and fiscal year 2026. We truly appreciate our customers and we truly appreciate our teams who look after them. Thanks also to Jens, to our CFO, Chantell Revie, and the management team who have steadfastly kept to Infomedia's strategy and plan at the same time as responding very professionally and fulsomely to the due diligence process. It has been truly an impressive feat to watch. To our advisors, who Jens has already mentioned, you have done a first-class job in helping steer us through this period. Thank you. To my fellow board members who have consistently shown full commitment to the company and to achieving the best outcomes for the business and its shareholders, thank you also. Finally, thank you to our shareholders, many of whom I know have been long-term shareholders of Infomedia. We appreciate your support and confidence in the company. Okay. Let me check. Is there any other business that can lawfully be brought forward? Anything from the floor in the room? Nothing. Anything online? Camille, Jason? Nothing. Okay. That concludes the formal business of today's meetings. I'd like to thank all shareholders, directors, management, and advisors for their attendance and participation. I declare the meeting closed. As previously advised, the results of the poll will be announced to the ASX and on Infomedia's website once they are available. Thank you.
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