Good morning, everyone. My name is Michael Carapiet, Chair of the Link Group board. Welcome to the 2022 Link Group Annual General Meeting, held today in a hybrid format, thanks to Link Group's very own virtual meeting platform. Whether you are attending in person or online, I welcome you to this year's meeting. Before we commence, I would like to acknowledge the Gadigal people of the Eora Nation, Traditional Custodians of the land on which we present today, and pay my respects to the elders past and present. I extend that respect to all Aboriginal and Torres Strait Islander people at this meeting today. The time is 9:00 A.M., the appointed time for the holding of the Meeting, and I'm advised that necessary quorum is present. I therefore declare the Annual General Meeting open and welcome our shareholders and visitors. Before we proceed with the Meeting, I have a couple of quick housekeeping points. I would appreciate if all mobile phones could be turned off or to silent mode. Recording devices and cameras must not be used during the Meeting. In the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. The agenda for today's Meeting is as follows. Firstly, I will present my address. Following that, Vivek Bhatia, Link Group CEO and Managing Director, will present his review of the organization's activities. We will then proceed with the formal business of the Meeting. Following the conclusion of the Meeting, I invite those shareholders here in Sydney in person today to join me, my fellow directors and senior management for light refreshments. It is my pleasure to introduce the members of our board who are in attendance today. Those with me in person are Link Group CEO and Managing Director, Vivek Bhatia, and our independent non-executive directors, Glen Boreham, Peeyush Gupta, Anne McDonald, Sally Pitkin, Fiona Trafford-Walker, and attending remotely from the U.K. is Andy Green. Also here today are various Link Group executives and our Company Secretary. We also welcome Link Group's auditor, KPMG, represented by Partner Brendan Twining, who is with us here today in Sydney. In another year of challenge and change for Link Group, the leadership team and Link Group's people have once again demonstrated a high level of resolve and client focus to provide continued service excellence, for which the board and I are deeply appreciative. The organization has continued to grow, expand its footprint, and deliver on our client commitments. Link Group now connects over 100 million people across the globe with their financial assets and services for over 6,000 clients globally. The last two years have seen a high level of corporate activity for Link Group while contending with the impact of the global pandemic and market volatility associated with high inflation and increasing interest rates. Despite these factors, it has been very pleasing to see the resilience of our people and stability of our businesses reflected in our financial performance. Link Group delivered on its upgraded 2022 guidance. We delivered revenue growth of 1.3% and operating EBIT growth of 9% on 2021. We also evolved the Link Group operating model so that from 2023, our four global businesses will now operate with end-to-end responsibility for their performance. This should provide increased transparency and accountability of both businesses and financial performance. While we were signed up to the Scheme Implementation Deed with Dye & Durham, we were unable to pay a final dividend. Once the Scheme Implementation Deed was terminated, which I will discuss in further detail later in my address, the board declared a fully franked special dividend of AUD 0.08 per share. This was in addition to the half year dividend of AUD 0.03 per share, which was paid in April of 2022. This meant that in total, we delivered fully franked dividends for shareholders of AUD 0.11 per share for financial year 2022. This compares to the 2021 dividend of AUD 0.10 per Link Group share, which was partially franked at AUD 0.82. Realizing value for our shareholders remains a key focus and priority for the Board. As you can see with the proposed in-specie distribution of our shareholding in PEXA, well advanced and on track for completion in early 2023. For those of you less familiar with Link Group, this slide will give you a more granular view of our businesses. One of the key differentiators of Link Group is that we have a global and diverse client base across multiple asset classes and a high level of recurring revenue. As you can see, our two largest businesses, RSS and Corporate Markets, collectively comprise 92% of our 2022 operating EBITDA, noting that our Indian business has performed particularly well for Corporate Markets during this period. The high levels of recurring revenue, solid performance from Corporate Markets and RSS, as well as the geographic and sector diversification of our overall client base, continues to provide us a degree of resilience and solid foundation from which we can deliver consistent growth, especially in the medium to longer term. Our people and a sustainable organization remains a key focus for this Board. With people being our greatest asset, we are pleased that in 2022, we maintained a balanced representation of gender diversity across management levels and the wider organization. The Board also remains committed to sustainable and responsible business practices, and pleasingly, we've continued to make good progress in this area during 2022. We have committed to short, medium, and long-term targets that focus on reducing greenhouse gas emissions, including a target to achieve net zero emissions by 2030 and a plan and roadmap in place to meet these targets. We're also proud that the Australian Council of Superannuation Investors continues to rate Link Group at the highest level of reporting, being comprehensive for our environmental, social, and governance reporting following their annual review of the ASX 200's reporting as at June 2022. As custodians of data for thousands of market participants globally, managing and protecting data has always been of paramount importance. We have always been extremely proud of our culture of vigilance and robust controls that we have in place, which has resulted in coverage of approximately 94% of our businesses for ISO 27001 certification. During 2022, the management team and board of directors were heavily engaged in the proposed acquisition of Link Group by Dye & Durham Corporation following entry into a Scheme Implementation Deed with Dye & Durham on 22nd December 2021. This complex transaction required much of the Executive and Board's time and attention as we managed changing financial markets and sought shareholder and Court approvals, various regulatory approvals, including the ACCC and U.K. Financial Conduct Authority approval, and other customary conditions. We received strong shareholder support at the Scheme Meeting and Special General Meeting on 22nd August 2022, as well as obtained various regulatory approvals. Ultimately, there were three conditions precedent necessary to implement the scheme that were not satisfied, being the Woodford Matters condition, the U.K. Financial Conduct Authority condition, and the Luxembourg Authority CSSF condition. Accordingly, on 23rd September 2022, at the Second Court Hearing, the Court declined to make orders approving the Scheme and dismissed the proceedings. As a result, we were disappointed to inform shareholders that despite Link Group working diligently over an extended period and using its best efforts, the proposed Scheme with Dye & Durham would not be proceeding. As the Scheme did not proceed, the Link Group board announced our intention to evaluate alternatives for the business to maximize value for shareholders, including an in-specie distribution of Link Group shareholding in PEXA. As you are aware, the process for the in-specie distribution of PEXA Limited shares owned by Link Group is now well underway. As disclosed last week, Link Group has realized 10% of Link Group's existing in-investment in PEXA Limited, and those proceeds will be used to repay borrowings and will provide Link Group with balance sheet flexibility. The remainder of the Link Group-owned shares in PEXA Limited will be distributed in-specie to Link Group shareholders pursuant to a capital reduction that requires a shareholder vote. The current timeline is for an Extraordinary General Meeting to be held on 23rd December 2022. At that EGM, shareholders will be asked to approve the in-specie distribution, and if approved, the in-specie distribution is expected to be implemented on 10th January 2023. On 20th October 2022, Link Group announced its intention to commence a process to explore divestment options for the Link Fund Solutions business, which includes Link Fund Solutions Limited or LFSL. The first phase of this process is now underway. We will provide an update to shareholders in the market as and when it is appropriate to do so. Link Group announced on the 21st of September 2022 that the U.K. Financial Conduct Authority had issued a draft Warning Notice on the 20th of September 2022 to LFSL following its investigation into LFSL's role as authorized corporate director to the LF Woodford Equity Income Fund, now known as the LF Equity Income Fund. The FCA has assessed the appropriate penalty as GBP 50 million prior to taking into account any available discount, in addition to a restitution payment of up to GBP 306 million. The draft Warning Notice is not a final decision, but signals the start of the FCA's settlement decision procedure, which remains ongoing. Should settlement discussions not result in an agreed resolution, the FCA may issue a warning notice, which would be subject to challenge by LFSL. LFSL and its Independent Board will explore all options, including engaging in settlement discussions with the FCA and challenging any Warning Notice that may be issued. Link Group is supportive of LFSL considering all such options. Moving on to the proposal by Dye & Durham to acquire Corporate Markets and all of the BCM business. On the 5th of October 2022, Link Group announced that a confidential, non-binding, conditional, and indicative proposal to acquire the aforementioned businesses had been received from Dye & Durham for a total cash consideration of AUD 1.27 billion. On a cash and debt-free basis, and based on a normalized level of working capital. We are continuing to engage with Dye & Durham on a non-exclusive basis to see if the conditional non-binding proposal can be progressed to a transaction that will provide sufficient value and certainty on appropriate terms to Link Group. Despite the best efforts by Link Group, there is still no resolution on this transaction. This process is currently underway, we will provide an update to shareholders in the market as and when it is appropriate to do so. We will continue to provide updates to the market on all of these transactions and proposals as required under our continuous disclosure obligations. The Link Group executive and broader team remain firmly focused on serving our clients and supporting our people. I would like to thank my fellow non-executive directors for their support and hard work during what has been a very busy year. On behalf of the Board, I would also like to thank Vivek and the entire Link Group team for their continued focus and efforts during the year, and our clients and shareholders for your continued support. I will now hand over to our CEO and Managing Director, Vivek Bhatia, to discuss Link Group's operational highlights and strategy in more detail. Thank you. Thank you, Chair. Good morning, everyone. Firstly, I'd like to acknowledge the Gadigal people of the Eora Nation, Traditional Custodians of the land on which we present today, and pay my respects to Elders past, present, and emerging. I extend that respect to all Aboriginal and Torres Strait Islander people at this meeting today, either in person or virtually. I would like to take a moment to thank and acknowledge our 7,000 people globally who collectively make Link Group a global market leader across many sectors and geographies. Our ability to work together is what makes me extremely proud to lead this business as we adapt and evolve the way we work to deliver for our clients and shareholders while continuing to support the communities in which we operate. I'm supported by a highly experienced and capable Executive leadership team, and would like to take a moment to thank all of them. The Executive team represent a broad range of skill sets and diversity, balanced with strong external experience and internal knowledge, which enables us to successfully lead the business and maintain market leadership. As many of you know, Link Group's digitally enabled platforms connect over 100 million people globally with their assets safely, securely, and responsibly. In 2021, we began reframing our strategy to focus on how we simplify, deliver, and grow as we transform Link Group into a growth-oriented, technology-led business, and in doing so, creating consistent value for our shareholders. While we could not have anticipated the high level of corporate activity we have experienced over the last two years, the Executive team and I have continued to remain focused on the strategic agenda at hand. I'm pleased to say that over the last 12 months, we have made good, consistent progress towards these efforts. As the Chair mentioned, we have delivered on our upgraded FY 2022 guidance. The Global Transformation Program has now been completed, delivering $77.9 million worth of gross annualized benefits, which exceeded our target of $75 million. Our India Hub continues to grow with approximately 1,100 team members now delivering services and supporting all four business units from Mumbai and Pune, complementing our other hubs in Sydney, Melbourne, Leeds, and Maynooth. As the Chair has previously mentioned, we have also taken the next step towards further simplifying our Link Group structure and operating model. Since the start of FY 2023, our four global businesses have been operating with end-to-end responsibility, creating dynamic and flexible businesses with greater accountability and transparency. As reported in our full year results, our operational achievements supported us in delivering a financial performance for FY 2022 that was in line with expectations. To recap some of the key financials, we delivered a revenue of AUD 1.18 billion. The operating EBIT of AUD 154 million was up 8.8% on FY 2021, and the operating NPATA of AUD 121 million was up 7.1% on FY 2021. Operating EBIT margin in FY 2022 improved by 90 basis points to 13.1%. Our net operating cash flow of AUD 205 million was healthy, with a cash conversion ratio of 81%. Although it's still early days, the business is performing in line with expectations in the first four months of FY 2023. RSS, our largest division, is continuing to benefit from strong underlying member growth, which in turn supports recurring revenue growth. At our full year results in August, we reported underlying member growth of 9.1% for FY 2022. The strength of this organic growth has continued into the start of FY 2023, with RSS adding a further 260,000 members to its platform in the first four months of this financial year across three jurisdictions. We have also successfully completed our bolt-on acquisition of HS Pensions in the U.K. This is an important step in our growth ambitions and commitments to the U.K. market by extending our capability, our technology, and our platform to service existing and new clients. The HS Pensions acquisition is already presenting additional opportunities for us in the U.K. market, which we are currently assessing. In addition, we have been exploring opportunities to expand into Asia and are currently in confidential discussions with an organization in Hong Kong for the provision of innovative digital administration solutions and services. We look forward to updating the market during the first quarter of 2023 on the progress of this opportunity. Within Corporate Markets, our integrated solutions platform continues to support us in delivering new client wins in Australia, the U.K. and in India. We have recently won notable clients such as Ampol, hipages Group and First Sentier in Australia. We continue to enjoy high renewal rates with successful renewals for Whitbread and Greggs in the U.K. New U.K. share plans have also gone live for Jet2, AFC Energy and Omega. Given current global market conditions, it would not be surprising that corporate action and IPO activity has been very subdued so far this year compared to previous years. While we continue to navigate these challenging conditions, margin income on the back of higher interest rates is helping to offset some of the revenue pressures that are currently being experienced within Corporate Markets. Pleasingly, our Indian registry business continues to perform well, with revenues up strongly at this point in FY 2023. In our Fund Solutions business, the fall in assets markets has had an impact on year-to-date revenue, given more than 50% of revenue for Fund Solutions operates on an Asset under Management basis point fee arrangement. Nevertheless, the team continues to focus on progressing alternate revenue streams and is ready to capture future opportunities as the market rebounds. In BCM, the financial year started strong for origination flow in Ireland, but has been the case for last few years, the non-performing loan book run-off remains an ongoing challenge. The recent sharp increase in interest rates in the U.K., Ireland and Netherlands will impact origination flows, and we anticipate this current cycle to continue for the immediate future. The BCMG lobal team remains focused on managing costs, with benefits expected to be second-half weighted. At a Link Group level, despite the challenges presented by the current macro operating environment, we are pleased to reaffirm our FY 2023 outlook. This includes expectations of low single-digit revenue growth on FY 2022 and operating EBITDA expected to be up 8%-10% on FY 2022. For the first half of FY 2023, we expect operating EBIT to be in the AUD 75 million-AUD 80 million range, which is very much in line with our FY 2023 guidance of 10%-12% higher than FY 2022. As market leaders in our core businesses, our expertise, dedicated and skilled people, robust and innovative technology and scale of operations provides us with strong opportunities to extend our existing footprint into new and adjacent markets. We benefit from a large and diverse global client base with recurring revenues that provides a solid platform and distribution base for our growth initiatives. We continue to deliver on our strategy to simplify, deliver and grow. In short, we are continuing to do what we have said we would. Before I hand back to the Chair, I would like to thank you for your support and participation today. I would also like to thank all our people for their dedication and commitment during yet another unprecedented year for us. In a year of high corporate activity, I am proud that our team have managed to avoid the distraction and have continued to deliver on our financial results while servicing our clients to the best of our abilities. In closing, I would like to thank the Link Group Board for their support and everyone in the Link Group team globally for their contribution this past year. I will now hand back to the Chair to continue with the formal proceedings. Thank you. Thank you, Vivek. We now come to the formal business of the Meeting today. The Notice of Meeting dated 27 October 2022 was made available to shareholders, and I will take the notice as being read. Before moving to the various resolutions to be considered today, I will now briefly outline procedures for today's meeting. In accordance with the Company's constitution and as set out in the Notice of Meeting, the Company has determined that voting on each of the resolutions will be conducted by a poll. The Chair declares the poll open. The result of the polls will be declared and released to the ASX later today. Only shareholders, proxy holders and appointed representatives are entitled to speak and vote. As outlined in the Notice of Meeting, the Chair will vote all undirected proxies where authorized in favor of resolutions one, two, three and four, and against resolution five, if applicable. Those attending in person may cast their vote by filling out a paper voting card. Questions on voting can be answered by Link Group team members at the registration desk outside this room. Shareholders participating via the online platform may cast a vote using the electronic voting card. To get a card, click on Get Voting Card and follow the instructions. For questions about casting an online vote, please refer to the online platform guide. Alternatively, phone the number set out in the guide and on the screen before you. Those attending in person will have received an attendance card at the time of registration. Shareholders, proxyholders, and corporate representatives holding a yellow card may vote by paper and are also entitled to speak. 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. At the appropriate time, yellow and blue cardholders wishing to speak should proceed to the microphone. Please identify yourself before submitting questions to the Chair. Online platform participants may submit questions by registering as a shareholder or proxyholder 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 join the meeting by the shareholder phone line, you will need your unique PIN, which you will need to have obtained from Link Market Services. Further information is set out in the online guide. Following the conclusion of questions from the floor, the Chair will consider questions submitted online. As a courtesy to all present, the Chair asks that questions and comments be restricted to the resolution in consideration and submitted in an orderly manner. The Chair reserves the right to rule out of order all questions not pertaining to the Meeting. Thank you. The 2022 Annual Report contains the financial report, directors report, and the independent auditors report. A copy of the Annual Report is available on the Link Group website and was sent to those shareholders who requested it. The financial statements have been approved by the directors and audited by KPMG. I will take the reports as received and read. This item of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies may comment or ask questions about the financial statements and reports. At this time, I would also like to invite shareholders to ask questions or make comments about the management of the company and ask the auditor questions relevant to the conduct of the audit and the preparation and content of the auditors report. Please keep questions about specific resolutions until the time we consider the resolution. Before we take questions from the floor, online and telephone, I would like to take the time to address a number of questions that have been received in advance from the shareholders of the company. As a reminder, if you are attending in person, please raise your hand to ask a question and wait for a microphone to be handed to you. If you have participated online, you may submit your questions by using the Ask a Question button. If you are participating on the telephone, please press star one on your telephone keypad to ask a question. Where there are several questions on the same matter, I will group them together. Chair. Chair, our first question comes from Thomas Lee Tang Lin. The question is for auditors. Why did the U.K. LFS exposure not feature more prominently, and are there similar risks/issues shareholders should be aware of moving forward? For example, asset/intangible values, et cetera. Thank you for that question. I would like to request Link Group's auditor, KPMG, represented by Partner Brendan Twining, who is with us here today in Sydney, to answer this question. Thank you, Chair, and thank you, Mr. Ling, for the question. In relation to the Woodford matter, the Woodford matter for the LFS business was considered on a regular basis, both by management and the Board throughout the year, and obviously audited by KPMG in that respect. That included right through to the period up to and including the date of signing the accounts on the 30th of August 2022. As a result of those considerations that were undertaken by the Board and management and through our audit work, the LFS exposure has been disclosed in the 2022 financial statements as a contingent liability in note 19. It's also important to note that that exposure and that contingent liability have been included in the financial statements and the Annual Report of the group, since 30 June 2019. They have been updated as further information has come to light over the last three years, and that remains the position in terms of disclosures in this year's accounts for 30 June 2022. In relation to the second part of the question around risks, obviously risks are always evolving in this current environment. However, that part of the question is more forward-looking in its nature, so I'll hand back to the Chairman to address that aspect. Thank you, Brendan. Further to Brendan's comment, I would like to point you to the risks section of the operating and financial review of our 2022 Annual Report for further detail. Chair, we have a question from Peter Bruce Gormley: When does the board anticipate it will be in a position to complete an in-specie distribution of PEXA? Should the distribution go ahead, will it be for 100% of PEXA? If not, why not? Thank you for that question. As I've outlined in my opening remarks, Link Group sold 10% of its PEXA shareholding on 18 November 2022 for a net proceed of around AUD 102 million, with the proceeds used to pay debt. As we've outlined in the explanatory memorandum last week, we expect the implementation date of the in-specie distribution to be around 10 January 2023, and the EGM to be held on 23rd December 2022. Thank you, Chair. We have a question from Cathy Sachias: Why is it necessary to de-merge the PEXA shares if they are producing an income, and that income is only to increase over time? Thank you for your question. Link Group has, as discussed in previous public announcements, been exploring a separation of its interest in PEXA for some time. As announced to the market on 23rd September 2022, Link Group stated it would reevaluate alternatives for the business, including revisiting a potential in-specie distribution of its shareholding in PEXA to Link Group shareholders. As you're aware, PEXA does not contribute to Link Group's operating EBIT and EBITDA results. PEXA contributes to Link Group's operating NPATA. The proposed in-specie distribution of the remainder of Link Group's PEXA shares will allow Link Group shareholders to continue to gain direct exposure to a quality asset with multiple growth levers. Thank you, Chair. Our next question comes from Thomas Lee Tang Lin: What is the group's organic growth plans, and how will it grow profits for next five years? To date, the business seems more focused on extracting costs and selling off parts of the business, which risks leaving an unsustainable business with ongoing reduced profits. Thank you, Mr. Lin, for your question. As I've commented previously, Link Group has four global businesses and is a market leader in the areas in which we operate. There are good growth opportunities for all of our businesses over the next three to five years. Our two largest businesses, RSS and Corporate Markets, collectively comprise 92% of our 2022 operating EBITDA. We continue to invest in growing these businesses over the medium term, as you heard from Vivek. Vivek has also said that we've reaffirmed our guidance with an expectation of growing our operated EBIT by 10%-12% for the year coming, 2023. The board also continues to prioritize maximizing value for shareholders should an offer eventuate. Are there any questions from the floor? Thank you, Chair. Natasha Lee, shareholder. Firstly, I note that Vivek mentioned that they're looking at expansion opportunities in Hong Kong. I was just concerned about how are you managing political risk given instability in Hong Kong? I might just pass on to the CEO for that one. If you could, Vivek. Thank you for the question. We take into account the geopolitical risk and all different risks into fact when we look at opportunities, and we also look at counterparty risk. These are eventually evaluated using the risk matrix and taking it up to the Board, and decided that this is a great opportunity for us to enter a market that is actually growing in the pension space, and that we can bring substantial global expertise and scale to the benefit of the people. Do you think you might be able to pick up the assets there or expand at a cheaper price given this instability? You know, we obviously will look at all opportunities to realize best commercial value for our shareholders and for the organization. We do believe that the current opportunity at hand that is being assessed is a great opportunity for us to be able to, as I said, enter an expanding market, but also deal with a very credible counterparty. Got a couple of other questions. Can I give you one more, then I'll go to the gentleman behind you? All right. I'll come back to you? Yep. Yep. That might be fairer. Yeah. Fine. Yep. Okay. Yeah, the other one's concerning risk management and cybersecurity. Whilst you've mentioned that you've got very robust systems, as you're aware, cyber hacking is very topical. How is the businesses arranged, your four businesses? Are they separate, so that if in the unfortunate situation, a hacker got into one part of it, would they be able to access other parts or are the systems physically separated to prevent or to limit exposure? That is a complex question. It's quite confidential as to how we manage cyber. Suffice to say that cyber is one of the risks we manage centrally. The CEO said we've separated businesses into operating groups where they report separately, and we have see-through performance. Cyber is managed centrally. In terms of interconnectivity between systems, remembering many of these businesses have nothing in common with each other. Yeah. Other than the Link Group ownership. Banking and credit markets business doesn't have much to do with RSS. Yeah. One would normally expect that that would be. That's what I'm getting at. Yes. Is how- There is not a lot of crossover. There is not a lot of client crossover. Obviously, when things are managed as part of a group, there's some systems crossover. Are you archiving, old data? Like old clients which have sort of fallen off? It will vary client to client. Mm-hmm. It'll vary business to business. Those are quite specific. Remember, we are keepers of other people's data. Yeah. When you're doing shared registry for somebody, they tell you how long they wanna keep that data. Mm-hmm. We have to keep it. When you're doing a back office funds management business, the actual fund manager tells you how long you keep the data. Okay. If I can just pass on to the other gentleman and come back to you. I know you've got some more questions. I'll come back to you. Thank you, Chair, for... Was this on? Yes. Taking my question. In the CEO's address for the forecast for 2023, you did not mention net profit after tax. I'm just wondering, are you going to make a profit in financial year 2023? I note that the last three years, you've made a loss. I think that we have to look at the underlying operating guidance that we've given. The guidance that we've given is really focused on how the four businesses are operating. There'll obviously be some group-related expenses associated with a whole heap of things that we've had to do for corporate actions. As to where that ends up by June, I'm not sure, because we've got so many outstanding things currently in terms of below the operating line that may or may not happen with quite different outcomes in each. If deals happen or they don't happen. What we're trying to say is we are trying to run the businesses as per normal. As per normal, Vivek Bhatia has mentioned that the guidance we gave earlier in the year still holds four months into the year. There's still eight months to go, but four months into the year, we're still comfortable with the guidance we gave you previously. Okay. Please. Just one more question to this lady, and I'll come back to you. Yeah. Okay. All right. Yeah. Leonard McKinnon, shareholder. I'm concerned that there's a lack of alignment between the management board and shareholders. I look at the performance Remuneration Report. I see that the managing director's total remuneration is up around about 50%. A couple of the other key executives' performance remuneration or total remuneration is also up by a substantial amount. I then am, you know, the return to shareholders, total return to shareholders over recent years has been terrible. I guess I would be, when we come to the Remuneration Report, I see the director votes and the Remuneration Report in a totality of endorsement of the Board or not. If I vote in favor of it, the only reason I'd vote in favor of it is we're in the process of selling and it'd be too disruptive to the company and shareholders. I have very little confidence, given the debacle that's occurred this year of multiple starts and failures in transactions. Finally, a question on the accounts. I've read the STI, LTI performance measures, and it's, as usual with most public companies, it's arcane and not transparent, not by design, but by result. If I read the accounts correctly, the reason that the performance allows the remuneration to executives to be increased is because the write back of the impairment on the acquisition of PEXA. If that's the case, I think this ignores, the total remuneration ignores the reality of where the company is, the return to shareholders, and where it's left people in terms of uncertainty. I guess there is a question in that, which is: How does the impairment get factored in? Is that the reason performance measures can get hit so remuneration is rising at such what I think is an unjustifiably high level? No, is the simple answer to that question. The actual impairment or gain has very little impact or no impact on the short-term payments. Obviously, NPATA is a target for TSR and EPS and all of that. As a broad generalization, the answer to your question is no. Sally, is there anything else you'd like to add? Chairman, just that the LTI grant that was made in FY 2020 lapsed because the performance hurdles were not met, demonstrating alignment of that element of the remuneration framework to shareholders. Well, which was? Well, it doesn't give any alignment to shareholders and directors and staff. I think if you. It. So. You weren't voting in favor of remuneration. Yes. Well, the issue really is that, the STI and the fixed base pay and the LTIs. The LTIs are quite specific. They've lapsed, right? vested. The STIs had certain hurdles that we've outlined in the Annual Report, I think it's page 80, 86-88, with a guidance for each of the key management personnel as to whether they've met or they've exceeded expectations, right? Basically that's what the Board sets with the management team at the start of the year. At the end of the year, if they've met or exceeded or failed those expectations, then that was the outcome that actually resulted. When we look at the maximum amount that the senior executives could have earned, the actual payments in terms of percentages reflect exactly what they did or didn't do during the year. I think if shareholders think that the... There are other hurdles and other guidelines we should put in and we, and we had discussed this, I'm very happy to hear from you as to what other short-term incentives. Remember, we're in a competitive market for talent, so we have actual the management team have delivered increased earnings in the year. The actual performance that we've paid out from, we haven't exercised at discretion here. It's just that was the deal, and we're living by the deal. If the deal should be different, let us know. One further comment or question. The managing director's base remuneration went up by, I think, 50%. How does that relate to performance? I don't think it went up 50%. No, no, no. No. No. No. No. No. What did it go up by? Oh, no, it was a marginal increase. It wasn't anything like 50%. No, no, that's correct, Chairman. There was a very small increase to fixed remuneration from FY 2021 to FY 2022, with no changes to the STI and LTI component. Sorry. I know I'm just gonna say one more thing or ask one more thing. Well, I think you've had a go, right? No, no. I'll finish in 30 seconds, and I won't say anything else. I can't read his writing. 93 of the Annual Report has a table, and it lists the managing director's fixed salary and fees. 2022 to AUD 1.4 million. Salary and fees of AUD 2.19 million. Yeah, he only joined in November. That's the point. Yeah. Yes. Yeah. yeah. Mr. Buddy started with the company in November 2020. Yeah. Please. Could the lady have a go, and then we'll pass on to you. I noticed in your annual accounts said, cash was down and debt ratio had increased, although with the sale of the 10% of PEXA. What does the to pay off debt, how does that return the debt ratio for the company? Look, we've always said that we're working within a guidance of, two to 3x. Mm. EBITDA, it'll be well in that range. Okay. It wasn't excessive. You went from 1.8 to 2.6. That's. Yeah. A bit higher. Yeah. It's fine. We. Yeah. We don't see that as being an issue going forward. Yeah. just very quickly, on the Luxembourg issue, is that still ongoing or has that been set aside? No, no. The Luxembourg was for the Scheme. Yeah. They didn't say yes, they didn't say no. We were just waiting for it. You're not progressing it. It's irrelevant now, so. Okay. Okay. Yeah. No, I wasn't sure if you were just trying to clear that hurdle. Irrelevant. For the future. Irrelevant. There isn't any scheme, so- Yeah. It doesn't matter. Okay. Thank you very much. Thank you. Good morning. Morning. Peter Gregory is my name from the Australian Shareholders' Association. I'm holding proxies today for 76 shareholders, totaling 730,000 shares. I'd comment also that the ASA members tend to be long-term shareholders, and they're loyal to the companies they choose to invest in. If I can start with a specific question about the FCA situation. I guess you'd call it interim advice that was given suggested a potential cost of up to $600 million. Can you tell me whether that will represent an impairment for the future in Link? When will that decision to be made, and do you have an expectation as to how much it will be? All of those questions, I think, Peter, that there is only a draft Warning Notice issued. Based on that, you have heard from our auditor as to his view on the 30 June accounts. As to what might occur in the future, it's hard to say. The FCA have made their draft Warning Notice public. We have responded, I have made the comments about it earlier in my address. As to where that ends up, you know, we need some time, we need to settle this if we can. If we can't, there's a whole other process to go through. I don't... I can't really give you a clear answer right now because we're in the middle of a process, and it's a confidential process that we go through with the FCA. When there's something to announce to the market, we will, as we always do. Until then, there isn't very much I can tell you more than what we've already said. That process is ongoing, and LFSL is in discussions with the FCA, but they have been for some months now. Okay, thank you for that. On a more general question, it's notable that across the four business units, there is no geography in which each business unit has a presence of any significance. It's noted across all of the business units that there is no business unit that has a presence in each geography. That would suggest to me a lack of some opportunity to benefit from scale in different geographies and in different business units. Can you comment on why that is and whether you see as a strategy going forward to solidify Link's position in its key geographies to represent all of the business units? Each of the markets in our key business, our key markets that we operate in is obviously Australia, right? We have a reasonable operation in the U.K. Here, what we mainly do is Corporate Markets and RSS. There is no real market for BCM here, right? The, for us, we don't see the opportunity to do BCM here. The back office for fund managers, not the ACD type of business, the trustee business in this market is handled by the Corporate Markets business. If we just look at the Australian market, I think the RSS and the Corporate Markets business will be providing further products to clients. As to whether LFS and banking credit markets will open up here, I don't think that's likely, okay? If we look at the U.K., we have a Corporate Markets business, we have a BCM business, and we have an LFS business. We've started the RSS business. Exactly what you're saying, we've started doing, and we have an indirect investment in Smart Pension, and we've also have a back office superannuation fund business similar to what we have here to the pension fund business in the UK. We're doing exactly to what you're saying we should do in the U.K. In terms of the other markets, India is really a Corporate Markets business. And that's going as well as it can go. It is growing strongly, as you've heard from Vivek, and there are more opportunities there just for Corporate Markets. Peter, you've heard about the RSS business that there's an opportunity in Hong Kong. Well, that we would hopefully be able to tell you some more about it early in the new year. There are various opportunities going on in the markets in which we operate and in some new markets. Remembering, Peter, that the last year has been, you know, so overwhelming with the scheme that to just keep the business running the way we've been able to and report increased earnings, there are not a lot of other organizations who've been under the corporate action that we have for as long as we have that have been able to deliver earnings growth and with a positive outlook. I think credit has to go to the management team for that, to be able to handle all these extraneous noises but still continue delivering earnings growth. Yep, but your point is well made. There are opportunities, and we're trying to take them. If we get some clear air, I think you'll see more of them. In the spaces in which we operate now, not in anything new. If I can just take that a step further. Given that there's now a non-indicative offer on the table to do with Corporate Markets, it's recognized clearly that Corporate Markets is a key driver of revenue and profit, is a key element in covering the whole infrastructure of the operation of Link. Can you give some thoughts as to what the impact might be on the remaining part of Link if Corporate Markets were separated out from the business? That's a very good question because all these things are quite uncertain. As I've said, that was not part of the original intention. As you remember in August when we had the Extraordinary Meeting for the vote on the Dye & Durham offer, 99% of shares voted for AUD 4.81, right? Maybe not all of your members, because as you say, some of them are long-term, 99% of shares voted to accept AUD 4.81 for this business. That deal for a whole host of reasons didn't eventuate. Our role at the time was to try and get shareholders value. We weren't able to close the Dye & Durham deal. Were there other ways to get value to shareholders? PEXA in specie was one. Dye & Durham showed up with an offer, in fact, three offers, until we ended up with this one. We're just exploring it. I mean, as I mentioned, we've been going for eight weeks. All right. Now we don't have anything new to tell you. Will that happen? Not happen? Tom will tell you. You need two people to be able to do a deal. Should the various corporate actions happen, so as a start, the thing we're most certain about and is in all of our control, shareholders' control, Board's control, is the in-specie distribution of PEXA. Okay? That happens. The LFS sale is underway. If that happens, the BCM and the Corporate Markets proposal is under negotiation with Dye & Durham. If that happens, all that will be left sometime next year will be the RSS business. Right. When I say all that'll be left, that's a big business. That's our biggest business. That's still a pretty good business, but it's a very different-looking Link at that stage. Right. It isn't what it is today. It's one out of, you know, five different parts, if you count PEXA as a different part, right? It's a very different business, and I think the Board's gonna have to look at that eventuality, which will either be real in parts or in all. Sometime in the first quarter of next year, we should have a view whether any of all of these are sort of gonna close or not. I can give you a better answer, but if they happen, you're right. This is a very different business. Okay, thanks for that. If I could, perhaps ask Vivek a question through you. Please. When you came on board, I think your first public presentation, it was simplify, deliver, and grow was highly prominent in what you presented. It was the path forward. As I look at this year's Annual Report, the reporting on it is perhaps somewhat diminished to what I would have expected for something that appeared to be the mantra going forward. Can you please flesh out a little bit for shareholders so we understand that that is still an important mantra right through the organization, and share with us how it gets right down to the grassroots level, how people are measured and monitored against that simplify, deliver, and grow, and how it really is delivering a difference in terms of the organization outcomes? Thanks, Peter. That's a great question. As I said in FY 2021, you know, as you rightly pointed out, when we restated our strategy. We talked about the simplify, deliver, and grow agenda. Since then, that has been the cornerstone of every single action that we have taken in the group over the last, you know, 24 months. Predominantly, we have reported progress against each of those pillars in every half-year results, half on half. We have said what we will do, and hopefully we have closed the loop to say that we have delivered that. For example, in the simplification, pillar, one of the key elements was how do we ensure that our operating business units actually are empowered to make decisions closer to the customers, but also how they can operate independently using the scale advantage of Link Group, but at the same time, having the individuality of being able to be nimble in terms of how you operate in those markets. We have been able to change our operating structure, our operating model over the last two years to be able to deliver on that simplification agenda. We have also looked at various geographies and various businesses that we don't think we are the best owners of either those assets or in those geographies where we don't have the scale. We have been going down the simplification route very clearly on that agenda. On the delivery agenda, we are quite focused deliberately on the Global Transformation Program. That has been a program that has spanned across the business, across the globe. When I came on board, if you recall, we had an AUD 50 million gross annualized benefits target that we had put in the market. We upgraded that to AUD 75 million in December 2021. Sorry, in December 2020. In June 2022, as of that, when we reported our results for FY 2022, we delivered an AUD 77.9 million gross annualized benefits on that. That is a really important key part of the delivery agenda, making sure that we have a clear, resolute focus on delivering for a more efficient organization. We're a scale player. We're a technology-enabled scale player. If we don't deliver on efficiency, then we're not doing our part for our clients. That was a key element of how we operate in that business. On the growth agenda, you know, we have looked at various opportunities. You know, I talked about Hong Kong. We talked about the HS Pensions in the U.K. We have done quite a bit of new products and new platforms in our Corporate Markets business. There has been quite a bit of action in that growth agenda, but that is something that we are gonna double down on. Michael, as you said, you know, as we have now clean air going into FY 2023, that's going to be a renewed focus for us. How that is embedded into the organization, so all of our metrics in terms of measurement for our key, senior, people are based on those three pillars. That's how we measure the organization, and that's how the Board measures the management team. Thank you. Thank you. Are there any questions? Oh, sorry. One. Yep. Thank you. Mr. Chairman, my name is Barney Rai. I'm representing myself, managed super fund. A couple of questions on the accounts, if I may. I noticed I thought the Managing Director mentioned the cash flow, sorry, the cash flow, provided something like AUD 205,000 from operating things, and yet in the cash flow thing at, on the accounts, it only shows AUD 71,000 or AUD 71 million, I suppose. Why is there such a discrepancy? I noticed for the year, the total cash situation seems to have reduced by AUD 200 million. What is the current situation? I presume we've had quite a bit of money coming in as a result of the disposal of the PEXA shares. I'm sorry that. Can I take that question on a notice, and we'll get back to you on the specifics of it. In terms of the PEXA shares, it's a post-balance date event. Your real question is about the Annual Report, where in one part of the Annual Report you say, the CEO's report says there's a particular cash statement, but when you go to the accounts, it's different. So can I- Please, yeah. Can I just clarify that a bit? On page 63, which is where the cash flow statement is, what I refer to in the address is the net operating cash flow of AUD 205 million, and that's a cash conversion of about 81%. That was what I was mentioning, and I know that you're probably going down and talking about the net operating cash flow conversion, which was what we said, and you're talking about the increase or decrease in cash. As you can see, there are various elements there which include CapEx. We have gone back to a normal CapEx expenditure that we had not had in 2021. Because, you know, a lot of that was COVID affected that year. The other thing is the tax payments as well. You'll see those two are the big key movers in terms of the cash flow. In terms of net operating cash flow, that's what we measure, and that's what is measured on our operating conversion. I see. Well, I mean, just from a shareholder point of view, I was looking at the net cash flow provided. It seemed to be AUD 71 million, or I suppose it's billions, isn't it? I beg your pardon, AUD 71 billion. Million. As opposed to $2.14 billion last year. That's not really my major question. My significant question is that you did mention, perhaps the greatest asset, of course, is the staff in the company. According to the balance sheet, the major asset there is something called intangibles, which always fascinates me. I see it's an incredible amount of, what is it? Sorry, as I'm turning the page. $1.675 billion. I have gone over to the notes, and I see that it's broken down into various things. One of which is something called client relationships, which is $220 million. I'm just wondering what on earth client relationships mean. I also was looking at the way these are impaired and how those impairments are worked out, whether really at the end of the day, these intangibles are worth that much money, what sort of work is done in deciding how it gets that way, and what involvement the auditors have in it. I find the whole thing quite confusing. I mean, it's all... That's a. It's sort of imaginary figure. Yes. Thank you. I can understand where your question is coming from. Remembering that a lot, pretty much all of the businesses that Link runs are what we call asset-like businesses. They're contracts with people, and we have to provide services with sometimes proprietary software and sometimes software we get from other people, but with a whole heap of staff. We're not a hard asset business. We don't have properties and plant and equipment and assets that you can touch and feel. The assets that we have, by their very nature, are not hard assets. They're asset light, right? They're light assets. They're things such as software, R&D costs and things that have been capitalized. When we buy businesses that are similar to ours, that's what you're buying, right? You're buying systems, you're buying people, you're buying clients. Right. When the auditors come and have a look at how you allocate the cost of your acquisitions or the value of the assets you've got, 'cause you're spending money every year, I mean, as you can see from the cash flow, we're spending money on systems, et cetera. Some of them get expensed and some of them get capitalized. This is a very important accounting point that the auditors go through in great depth, as do the audit, the audited committee, to make sure that these items should be capitalized rather than expensed, because that's your choice, right? You either expense them or you capitalize them if they're an asset. It's a very careful and detailed assessment that goes through that the auditors and the team go through every year to make sure that the assets are really assets or they're not what you're concerned about, which is just hot air, basically. It is a point that the team go through. You have to understand, Link does not have hard assets per se. We provide services from offices that we rent. Thank you. I quite appreciate that. What do the auditors actually do to determine the value and how much they should be depreciated over the, over the period? All right. Carl, let him answer. Thank you for the question. In terms of the client relationships, they are items that, under the accounting standards, have to be recognized in a business relationship. They're valued on a fair value basis by the company at acquisition date, and then amortized over a period that we see relevant and management see relevant to the useful life of that client relationship. If you refer to the accounts in terms of... or the Annual Report, page 136, there is a small description around what the client relationship is. There's also a table further on on that page in relation to the broad range of years over which those client relationships will be amortized. That period here refers to between three and 20 years. That's specifically because there are different client relationships that may be short-term in nature and others within other business acquisitions that are longer term. Thank you. Is that okay? Thank you. Yes, I don't have great confidence. Good. Thank you. Okay. Okay, are there any more questions from the floor? We might go online then. Are there any questions online? Yes. Yes, Yes, Chair. Yes, Chair, we do have several questions online. Please. Corporate elections are not secret ballots. Share registry providers like Link routinely provide companies with access to data on who is voting for and against each resolution, and companies can then lobby shareholders to change their vote. Given this lack of privacy and fairness in a contested Board election, is there a risk to our business that an organization like the Australian Electoral Commission or the state counterparts could be mandated to oversee contested corporate elections just like they run union elections? I guess everything is possible. At the end of the day, we haven't seen that emerge as something that companies would consider as a option. You know, it isn't a risk that we have seen as a risk to our business. You know, I take the point, but it's not a risk that we see to our business. Thank you, Chair. Our next question is, outgoing ACCC Chairman Rod Sims specifically mentioned PEXA as a business with enormous market power and not a lot of competition in his farewell address to the National Press Club. Who are PEXA's main competitors, and what sort of barriers to entry does the business have? Is it a natural monopoly? If so, which regulator could potentially get involved in terms of setting its prices, like with a regulated utility? Actually, yeah, Vivek is on the PEXA Board, so, you know, he is probably best placed to answer that, I think. Well, I think my view is that this is not our question to answer. Yeah. This, you know, We should raise that at the PEXA AGM with the PEXA Board. Thank you. Our next question is, well done for offering an excellent online experience with hybrid and virtual AGMs, both for yourself and hundreds of clients. Has the move to online AGMs since COVID been good for revenue and profit globally? How far advanced is Australia in this area compared with other markets? We are well advanced. Yes, it has been good for revenue. Our other big Corporate Markets businesses are in India and in the U.K. I would say Australia's more advanced than either of those markets. Vivek, is that fair? Yeah. Chair, there are no further questions online at this time. Okay. Thank you, Wendy. operator, are there any questions on the telephone? Thank you, Chair. There are no questions on the phone lines. With no further questions, we will now move on to the resolutions of the meeting. There are four resolutions plus the Conditional Spill Resolution, so five resolutions in total. We will discuss and vote on each of those resolutions in turn. The first resolution is the re-election of myself, Michael Carapiet, as a Director. As this relates to my own re-election, I will hand over to Glen Boreham to Chair the Meeting for this resolution. Thank you, Michael. Good morning, everyone. The resolution is set out on the screen. Michael was appointed as an Independent Non-Executive Director and Chair of the company on the 26th of June 2015. In accordance with Clause 15.5 of the constitution, Michael retires from office at the conclusion of the AGM and is eligible for re-election as a Director of the company. As Chair of the Board, Michael is an ex officio member of all Link Group Board committees. Michael's biographical details are set out in full in the Notice of Meeting and the Annual Report. The Board considers Michael's significant experience in financial services and as a Non-Executive Director enables him to make a considerable contribution to the Board, particularly as Chair. I'll invite Michael to speak on his re-election. Dear fellow shareholders, I've been the Chair and Non-Executive Director of Link Administration Holdings since the company's listing on the ASX in 2015. At the AGM last year, I acknowledged the need for Board renewal. As outlined earlier, as the Dye & Durham Scheme was underway until late September, holding this AGM and my request to continue as a Non-Executive Director were not the expected outcomes. As shareholders are well aware, the Dye & Durham Scheme did not proceed. As all Board members would have had to retire from the Board as Link Group would no longer have been a listed entity, our ability to undertake any Board renewal prior to learning that the Dye & Durham Scheme would not proceed has been impractical. As you heard, there are a number of important corporate events that are currently on foot, the need for Board and management stability and ongoing knowledge and information regarding these events are very important at this time. Once the position is clearer, the Board renewal process should be more straightforward. I expect that all of these matters should be finalized one way or the other prior to the next AGM. Accordingly, I undertake to advise you of the Board renewal plan at or before the next AGM. I'm extremely grateful for the opportunity to have served on the Link Group Board and have hoped that I could have been addressing you all in different circumstances. Nonetheless, I assure you that I remain committed to delivering maximum value for shareholders, and thus I'm very pleased to come to you with my request for re-election with the unanimous backing of my Board colleagues and look forward to assisting the continued earnings growth of Link Group and realizing the best value for all shareholders. Thank you, Michael. The Directors, with Michael Carapiet abstaining, unanimously recommend shareholders vote in favor of this resolution. Are there any questions from the floor? There's one just in here. Thanks. I'd like to make a comment about the re-election of both Directors, Michael and Anne. The Australian Shareholders' Association is gonna be voting on directed proxies against those re-elections. We've in making that decision, we've considered that the financial results and return for shareholders over recent years has been disappointing. While there has been a lot said about strategy moving forward and while we understand the difficulties that the last year has presented, there doesn't appear to be a really clear strategy in taking the company forward. A lot of talk about opportunities and wishes, not actually really strong, clear strategy. I asked Vivek earlier about the role of the Simplify, Deliver, and Grow strategy. From what we understand of what's happening with the Board and from what we see the chair reporting, we don't see that to be a really strong consideration, even though Vivek purports it to be a, you know, a mantra for the company. We don't see that the Board is really getting strong oversight to that program. The Board, over the years, has overseen a number of acquisitions that do not appear to be necessarily synergistic. In many cases, seem to be opportunistic. Opportunistic rather than strategic. While the Board is well-credentialed generally, we don't see that there is a Board member who has absolute direct experience in this particular market area. They're the reasons that we are voting against the re-election. If I could put to Michael a specific question of, given his length of time on the Board, if he is re-elected, what are his intentions about continuing through to the end of his tenure? Does he plan to step down during the term as a Chair and Director? Thank you. Tell from what I've said is that prior to or at the next AGM, shareholders will have a Board renewal plan. In that will be obviously what I intend to do. It really depends how these corporate actions play out over the coming months. You know, the earlier, the better from my point of view, to make it very clear to director, to shareholders what the Board renewal plan would be. Are there any other questions from the floor? Are there any questions online? Yep. Chair, yes, we do have questions online. The first question is: The likes of Dexus, Brambles, NAB, JB Hi-Fi, Origin Energy, Viva Energy, and many other companies have all disclosed the proxy votes to the ASX before their latest AGM started, along with the formal addresses. Why didn't we do this so that interested shareholders and other stakeholders, including institutional investors and proxy advisors, have an early insight into the proxy position before the AGM debate commences? Also, has there been a material protest vote against the Chairman's election today on the proxies? Thank you, Stephen, for the question. Two questions there. The first one on the pre-disclosure of proxy votes, we'll take on notice and look into that. The second question on Michael, there's been no material protest vote, and as is normal practice, we'll publish the chart on where we are with the status of voting in a moment. Thank you. Thank you. Our next question is, Michael was the foundation Chair of Link when it floated in October 2015. After seven tumultuous years in the role, is he intending to serve a full three-year term if Link remains a public company? Also, what was the history of Macquarie's involvement with Link and the decision to offer Michael the Chair when the business floated? Again, thank you, Mr. Mayne, for the question. Two questions there. I think Michael's answered the first part of the question in the one just asked about his intentions to serve a term moving forward. The history of Macquarie's involvement is Macquarie had some involvement with Link prior through the private equity ownership phase, but Michael was long retired from Macquarie right through that, and there was no formal connection between the two. Thank you. Our next question is Link floated at almost $7 a share in 2015, the stock is today $3.49. At one level, it's another example of private equity flipping an overpriced roll-up onto public investors. Does Michael think the company was overpriced at the float, or did it just make execution errors post-listing? What are Michael's three biggest regrets over the past seven years, what in particular did Link get right after it listed? Thank you, Stephen. I guess pricing is set by investors. It's not set by, you know, me or anybody else. Talked to one individual, the price I think was AUD 6, AUD 6.30 or AUD 6.20 something. It floated. It then tracked up, I think about 50% up. It was going really, really well. One of the catalysts was that the government passed a law that changed some of the superannuation account management, and we had AUD 50 million wiped off our earnings overnight. When a company is making, you know, AUD 300 odd million and EBITDA, and you get over AUD 50 million wiped out, that was quite big. That was a surprise to us. It was not a risk that we didn't know about. It was disclosed in the prospectus. It was a surprise. It was a surprise to the superannuation funds. It was a surprise to us. It was a surprise to everybody that it happened in the way it did. Not that it happened, but it happened the way it did. That was a big dent to the price, I think. Then we had Brexit. The U.K. business really, I think hasn't blossomed as much as we could have during the time. There are two external factors, and there are probably more, but there are two external factors that prior to COVID, because everybody had COVID, right? Well, that's an issue. It's we're not unique in that respect. These two things for an Australian public company, not everybody's got a European and U.K. business, and not everybody has had an AUD 15 million hit at the stroke of a pen from a change in law. Those are the two external things that were not really within our control that suffered. In terms of the three biggest regrets, it's hard to look over seven years and not have three, right, as to what they are. There are a variety of things. If I, you know, look at one of them was probably not moving on the integration of the Capita business fast enough. I think that we probably could have moved on the Capita business fast enough faster. I think that was, you know, an internal stubbing of the toe, that we should have done that quicker. We should have centralized things like we had to do and then separate. What Vivek and the team have done over the last 12, 18 months could only have done once you consolidate, bed everything down, and then you separate. That could have been done a lot faster, I suspect. And then just being in this never-ending cycle of corporate action, that has been without anything coming from it, right? Massive cost. Massive cost. Money going everywhere, time and effort like we've had, you know, over the last year, formally more than 50 meetings. The prior year, something similar, plus numerous other informal meetings. This has been hugely distracting and an enormous workload for no real outcome for anybody, right? It's the way the rules work. When someone shows up and they say, "This is an offer," you can tell them to go away, but at, you know, great cost to shareholders potentially. If you engage with them and nothing happens, that's a great cost to shareholders as well. It isn't like we didn't try. I don't think any shareholders have come to us and said, "Well, you should have done something different." The reason the deal fell over, the Woodford issue, was there for all to see. From the start, it was always a risk. It was always there. It was mentioned in the Scheme Implementation Deed. You know, I don't know if that's three or 10 or whatever it is, but, you know, if I, if I have to look at the regrets that's probably the biggest one, frankly, that we've just been in this never-ending cycle of corporate action for no outcome. Thank you, Michael, and thank you, Mr. Mayne, for the questions. Wendy, are there any more questions online? There are no further questions online. Operator, are there any questions on the telephone? Thank you, Chair. There are no questions on the phone line. Okay. I now declare the poll open. Resolution one, the proxy votes. Details of the votes for this item received prior to the meeting are now on the screen. As there are no further questions, please now vote for, against, or abstain next to resolution one on your electronic voting card or your paper voting card. I'll now hand the meeting back to Michael. Thank you, Glen. I now turn to the re-election of Anne McDonald as a director. Anne was appointed as an Independent Non-Executive Director in July 2016. In accordance with Clause 15.5 of the constitution, Anne retires from the office at the conclusion of the AGM and is eligible for re-election as a Director of the company. Anne is a member of the Nomination, Risk, and Audit Committee, as well as the Human Resources and Remuneration Committee. Anne's biographical details are set out in full in the Notice of Meeting and Annual Report. The Board believes that Anne's substantial background in auditing, risk management, and accounting brings significant benefit to Board and committee discussions. I now invite Anne to briefly address the Meeting. Thank you, Michael, good morning, ladies and gentlemen, those of you online and in the room. I'm pleased to have the opportunity to say a few words to you this morning as you consider my re-election. Firstly, let me acknowledge the challenges that Link Group has faced in recent years and your commitment as shareholders. I think those challenges have been well set out by Michael and Vivek already. I do want to confirm, though, that if re-elected today, I'm committed to continuing to work with my fellow Board members and the management team, to face those challenges and focus on realizing and maximizing value for our shareholders over the near and medium term. At this time, I think continuity, ongoing knowledge of the business and experience as a board member, is especially important given the nature of the matters and the proposals that are currently on foot. I've been a full-time Non-Executive Director over 15 years now, and I have served on the Link Board for six years. If re-elected, I believe I can continue to contribute to the governance of the Link Group, utilizing my business skills, executive career, and my 15+ years as a non-executive director on a range of listed and unlisted companies. Michael set out the committees that I'm a member of. If re-elected, I'll just want to assure you I will continue to work diligently to maximize outcome for shareholders. I can confirm that I have the time to commit to the Link Group, and that has been substantial over the last 12 months in particular. I would welcome the support from shareholders today. I've heard the messages that some of you have given us, and I take those on board. Thank you, I look forward to speaking to some of you in person at the conclusion of the meeting. Thank you. Thank you, Anne. The Directors, with Anne McDonald abstaining, unanimously recommend that shareholders vote in favor of this resolution. Are there any questions from the floor? Are there any questions online? Yes, Chair. We do have a question online. Thank you to the Chair for his frank response to that earlier question on his regrets. What did Anne think of the Chair's comments, and does she have any additional thoughts on any missteps Link made during her time on the Board? For instance, did we retain Foundation CEO John McMurtrie for too long and give him too much latitude to pursue strategies such as the big U.K. expansion? Thank you for the question, Mr. Mayne. I think Michael has summarized the regrets and the issues well. There's nothing more I can really add. In relation to the second question, I think most companies can look back and say they always move too early or too late on issues. Rarely does everyone get the timing perfectly right. Thank you. Thank you. There are no further questions online. Thank you, Wendy. Operator, are there any questions on the telephone? Thank you, Chair. There are no questions on the phone line. Okay. Details of the votes for this item received prior to the Meeting are now on the screen. As there are no further questions, please now select for, against, or abstain next to resolution two on your electronic voting card or your paper voting card. Thank you. I now turn to the vote on the company's Remuneration Report. The Corporations Act requires that the section of the directors' report dealing with the remuneration of directors and key management personnel of the company be put to an advisory vote of shareholders. The Remuneration Report dealing with the company's approach is contained within the 2022 Annual Report, which is available on the Link Group website. Further details about the resolution are also contained in the explanatory memorandum that accompanied the Notice of Meeting. This vote is advisory only and is not binding on the directors or the company. Noting that each of the directors has a personal interest in their own remuneration from the company, the Board unanimously recommends that shareholders vote in favor of adopting the Remuneration Report. Are there any questions from the floor? Are there any questions online? No, Chair, there are no questions online. Thank you, Wendy. Operator, are there any questions on the telephone? Thank you, Chair. There are no questions on the phone line. Details of the votes for this item received prior to the Meeting are now on the screen. As there are no further questions, please now select for against or abstain next to your resolution three on your electronic voting card or your paper voting card. Thank you. I now turn to the vote on the Managing Director's participation in the Link Group Omnibus Equity Plan. The approval of shareholders is sought to permit Vivek Bhatia, Link Group CEO and Managing Director, to participate in the company's Omnibus Equity Plan by being allocated performance share rights in the next 12 months. The plan forms part of Link Group's remuneration strategy. Further details about the resolution are contained in the explanatory memorandum that accompanied the notice of meeting. The directors, with Vivek Bhatia abstaining unanimously, recommend that shareholders vote in favor of this resolution. Are there any questions from the floor? Are there any questions online? Yes, Chair, we have a question online. Poison Pen Financial Review gossip columnist Joe Aston took a shot at our CEO over his history at Wesfarmers Insurance. Could the CEO please respond? Was it a fair criticism? Remuneration related question. I would choose not to respond. The people who worked with me at Wesfarmers can attain and give credibility to what or what not somebody writes in the newspapers. I choose not to dignify that with a response. Thank you. We have a further question online. We just suffered a rem strike with no debate, partly because proxy disclosure was delayed. Has there been a similar 30% protest on this resolution too, and which proxy advisors recommend it against? In terms of proxy advisors as to what they recommend for and against, I think you need to speak to them. They're not publicly available. I think this question was asked at the last AGM, and that's the answer I gave. These things are subscription-based. If you subscribe to these things, you actually get the proxy advice. If you don't, you don't. It's not for us to disclose what proxy advisors vote on. There's only one resolution left after this, so we'll see. Thank you. There are no further questions online. Thank you, Wendy. Operator, are there any questions on the telephone? Thank you, Chair. There are no questions on the phone line. Details of the votes for this item received prior to the Meeting are now on the screen. There are no further questions, please now select for, against, or abstain next to resolution four on your electronic voting card or your paper voting card. Thank you. I now move to resolution five, which is the last item of business. This is the Spill Resolution. Detailed in the notice of resolution five is only required to be put to the AGM if at least 25% of the votes cast on resolution three, the resolution to adopt the Remuneration Report, are cast against the adoption of the report. As resolution three is still being considered on a poll and the results will not be known until the end of the Meeting, this resolution five is being put to the Meeting and being considered on a poll regardless of the result of resolution three being in the rem report. This poll is a contingent poll. The result of this resolution will only be valid if resolution three, being the rem report, is not passed or passes, but not by more than 75% of the votes cast. If resolution three passes on a majority of more than 75%, this Spill Resolution will be deemed withdrawn, and any votes cast on the Spill Resolution prior to the withdrawal of the Spill Resolution will be treated as invalid. The directors recommend that shareholders vote against this resolution. Are there any questions from the floor? Are there any questions online? Yes, Chair. There is a question online. When disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium, and Dexus last year and Webjet and Tabcorp so far this AGM season. Thank you, Mr. Mayne. We'll take that on notice. There are no further questions online. Thank you, Wendy. Are there any questions on the telephone, operator? Thank you, Chair. There are no questions on the phone line. Details of the votes for this item received prior to the Meeting are now on the screen. As there are no further questions, please now select for, against, or abstain next to resolution five and on your paper voting card or your electronic voting card. Thank you. I will now pause for a minute to allow shareholders to raise any questions that I've not already addressed. Wendy, are there any more questions online? Thank you, Chair. We have no further questions online. Okay. Operator, are there any more questions on the telephone? Thank you, Chair. There are no further questions on the phone line. Thank you. It appears there are no further questions. The poll will remain open for a further five minutes to allow you to complete your voting. For those of you here in the room, please hand your voting card in to the Link Share Registry team member so that it can be counted. For those of you attending online, voting will remain open until the conclusion of the five-minute voting window timer, which will appear at the top of your online platform. As I mentioned earlier, the results of the meeting will be announced to ASX as soon as they've been counted and verified. That completes the formal business of the Meeting. Thank you for your attendance and participation today. For those of you here in Sydney today, I invite you to join me, my fellow directors and management for refreshments outside the room. To the shareholders and visitors participating online, we're pleased that our virtual meeting technology enabled your attendance today, and thank you also for joining us. I now declare this Meeting closed. Thank you.
Loading workspace