Good afternoon, everyone. My name is Michael Carapiet, Chair of the Link Group Board, and I will be chairing today's meeting. Welcome to the Link Group Scheme Meeting, which has been convened pursuant to an order of the Supreme Court of New South Wales, made on 21 March 2024. 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 the traditional custodians of the land of the various places where we meet, and pay my respects to the elders, past and present. I extend that respect to all Aboriginal and Torres Strait Islander people attending the meeting today. The time is 3:00 P.M., the appointed time for the holding of the scheme meeting, and I'm advised that the necessary quorum is present. I therefore declare the scheme meeting open and welcome our shareholders and visitors. Today is a very significant day in the history of Link Group. The purpose of this scheme meeting is for Link Group shareholders to vote on a proposed scheme of arrangement in relation to the acquisition of all the shares in Link Group by Mitsubishi UFJ Trust and Banking Corporation, who I will refer to during this meeting as the Trust Bank. Before we proceed with the scheme meeting, I have a couple of quick housekeeping points. I would appreciate if all mobile phones could be turned to silent mode or switched off. Recording devices and cameras must not be used during the meetings. 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 briefly discuss the meeting and voting procedures. I will then move on to the formalities of the scheme meeting to consider the scheme resolution. Following the conclusion of the scheme meeting, we will finalize the poll, and 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, Fiona Trafford-Walker, Anne McDonald, Mark Lennon, and Gail Pemberton, AO. Andy Green, CBE, is joining us via video link. Also here today are various Link Group executives and our company secretary. Before moving to the formal part of the scheme meeting to consider the scheme resolution, I will briefly outline procedures for today's meeting. In accordance with the Company's constitution and as set out in the notice of scheme meeting, the company has determined that voting on the resolution will be conducted by a poll. I now formally declare the poll open. The result of the poll 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 scheme meeting, as chair of today's meeting, I will vote all undirected proxies, where authorized, in favor of the resolution. 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. Those attending in person will have received an attendance card at the time of registration. Shareholders, proxy holders, 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. 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. Following the conclusion of questions from the floor, I will consider questions submitted online. As a courtesy to all present, I ask that questions and comments be restricted to the resolution and consideration and submitted in an orderly manner. As Chair, I reserve the right to rule out of order all questions not pertaining to the scheme meeting. Thank you. Voting is now open on the scheme resolution. Before moving on to the formal business of today's scheme meeting, I would like to say a few words about the proposed scheme of arrangement with the Trust Bank. On 18 December 2023, Link Group announced that it had entered into a scheme implementation deed with the Trust Bank, a consolidated subsidiary of Mitsubishi UFJ Financial Group, Inc., MUFG, under which the Trust Bank agreed to acquire 100% of the shares in Link Group. Details of the scheme are outlined in the scheme booklet, which was sent to shareholders on 25th March 2024, in accordance with the orders of the Supreme Court of New South Wales. MUFG is one of the world's leading financial groups, headquartered in Tokyo, and with over 360 years of history, MUFG has a global network with approximately 2,000 locations in more than 40 countries. The Trust Bank, as a core member of MUFG, provides retail banking, commercial banking, asset management and administration, real estate, and stocks transfer agency services. With total assets of JPY 37.9 trillion as of 30 September 2023, it is one of Japan's largest trust banks. If the scheme is approved and becomes effective, Link Group shareholders will be entitled to receive AUD 2.10 cash per Link share held at the scheme record date under the scheme. The Link board has also determined to pay a dividend of AUD 0.16 per Link Group share prior to implementation of the scheme, subject to the scheme being approved and becoming effective. The special dividend is proposed to be franked at approximately 25%, subject to the availability of franking credits and confirmation from the Australian Tax Office that franking credits attached to the special dividend will be available to Link Group shareholders. If the special dividend were to be franked at 25%, Link Group shareholders who are entitled to the special dividend may be entitled to a franking credit of up to approximately AUD 0.017 per Link share. In total, Link Group shareholders will be able to receive total transaction consideration, comprising the scheme consideration and special dividend of AUD 2.26 per Link share in cash if the scheme is approved and implemented. This amount values Link Group equity at AUD 1.2 billion and implies an enterprise value of AUD 2.1 billion, and represents a significant premium of 32.9% to the closing price on 15 December 2023, being the last trading day before the scheme was announced. 52.8% to the one-month VWAP to 15 December 2023, and 62.9% to the three-month VWAP to 15 December 2023. In assessing the scheme, the Link Group board considered the reasons to vote for or against the scheme and other key considerations, and undertook a detailed review of the potential alternatives available to Link Group, including continuing as a standalone business. In particular, the Link Group board identified a number of key reasons why you might choose to vote in favor of the scheme and a number of reasons why you might choose to vote against it. These are set out in detail in the scheme booklet and summarized on the slide now showing. The Link Group directors appointed Deloitte Corporate Finance Pty Limited as the independent expert to prepare an independent expert's report to assess the merits of the scheme. The independent expert concluded that the scheme is fair and reasonable, and therefore is in the best interests of Link Group shareholders. Having regard to these reasons, while the Link Group board acknowledges the reasons to vote against the scheme, the Link Group board believes the advantages of the scheme outweigh the disadvantages. The Link Group directors confirm that, as at the time of the scheme meeting, no superior proposal has emerged, nor are they aware of any superior proposal likely to emerge. The Link Group directors unanimously recommend that you vote in favor of the scheme. Prior to this scheme meeting, each Link Group director has instructed that any of the Link shares held or controlled by them be voted in favor of the scheme in the absence of a superior proposal, and the independent expert continuing to conclude that the scheme is in the best interests of Link Group shareholders. Before we move to the formal business of the scheme meeting, I would like to take the opportunity to comment on the status of the conditions precedent to the scheme and the implementation timetable. As detailed in sections 4.45 and 9.4B of the scheme booklet, the scheme will not become effective unless the conditions precedent to the scheme are satisfied or waived, if capable of waiver, in accordance with the scheme implementation deed. As at the date of this scheme meeting, all regulatory approvals which are conditions precedent to the scheme have been satisfied, waived, or will not be required. Specifically, the conditions precedent in respect of the Foreign Investment Review Board, Financial Conduct Authority, Central Bank of Ireland, Jersey Financial Services Commission, Guernsey Financial Services Commission, Securities and Exchange Board of India, Competition and Markets Authority, Competition and Consumer Protection Commission in Ireland, Isle of Man Financial Services Authority, and Japan Financial Services Agency have been satisfied or waived. Implementation of the scheme is now principally conditional on Link Group shareholders approving the scheme resolution at today's scheme meeting and the Supreme Court of New South Wales approving the scheme. If the scheme is approved by Link Group shareholders today by the requisite majorities and the conditions precedent I have just referred to are satisfied, Link Group will apply to the Supreme Court of New South Wales for approval of the scheme. Link Group has scheduled a court hearing for the court to approve the scheme on Tuesday, 30 April, 2024. If the court approves the scheme, a copy of the court orders will be lodged with ASIC, following which the scheme will become legally effective and Link Group shares will be suspended from trading on the ASX. The implementation date, being the date on which Link Group shareholders will be entitled to receive the scheme consideration for their Link shares, is currently expected to occur on 16 May 2024. The timetable to implementation is set out in the slide currently shown. Noting these dates assume the outstanding conditions precedent is satisfied prior to the final court hearing and are subject to change. Link Group will announce to the ASX any expected changes to the timing of the court hearing and subsequent timing to implementation. If the conditions precedent are not satisfied by the end date under the scheme implementation deed of 30 September 2024, or if the scheme is not approved by Link Group shareholders by the requisite majorities or the court, the scheme will not proceed, and Link Group will continue as a standalone entity listed on the ASX. We now come to the formal business of the scheme meeting. A notice of scheme meeting dated 21 March 2024 was included in the scheme booklet made available to shareholders. I will take the notice of scheme meeting as being read. The purpose of this scheme meeting is to consider, and if thought fit, agree to the scheme resolution. As chair of today's meeting, I will vote all available proxies in favor of the scheme resolution. The scheme resolution is now shown on the screen behind me. I will now ask shareholders and proxy holders whether they have any questions regarding the scheme resolution. Good morning, Mr. Chairman. My name is Kevin Daly, and I'd like to speak against the scheme. I think it's a lowball offer. Even Deloitte's managed to value the company only between AUD 2.11 and AUD 2.70, which is a very wide range, and they struggled to do that. They had to make some very brave assumptions in their EBITDA multiple calculation, and particularly in their discounted cash flow calculation. So I certainly won't be voting for it. But I do have a question. I don't know if there's anybody here from Deloitte to answer it, and it concerns the way in which they went about their discounted cash flow valuation. I couldn't get from the description how many years of finite cash flow they used before they went to the terminal value valuation. So can you enlighten me on that? Well, on the first point, about it being a lowball price, you know, companies listed on the stock exchange get priced every second. And when the board looked at the price, if we look back on the prior day, on the prior month, on the prior three months, it was 50%-60% on the prior month, on the prior three months' valuation. And if we even look back 12 months- I did look back, so I know what it was. So it was not a stock that there was a lot of appetite, seemed to be a lot of appetite from the stock market to buy at any higher price. So the price that buyers pay is basically what they think they need to pay for an actual company, and the board needs to make a decision based on what's the best interests of shareholders, which is really what we did. So we looked at the pros and the cons, and we said that the advantages outweigh the disadvantages. Not that there are no disadvantages, and there are only advantages, they're both. But on balance, this offer was in the best interest of shareholders, and that's what Deloitte's also opined on. It was in the valuation range. It might have been towards the lower end of the valuation range, but it was in the valuation range, and they opined that it was in the best interest of shareholders. Well, we'll have to disagree on that. But what about the number of years of finite...? The number of years that the cash flow that management provided to the discounted cash flow valuation? How many years was that? I'd say it would have been... 3-5? Five. Yeah, five. Right. Five years, and then you make a terminal terminal value assumption. Yes. We had given the market a guidance until, not a guidance, but a sort of an aspirational target until 2026, and we did that in 2023. Right. So the market really knew line of sight as to what we expected on at the AGM, we updated guidance for the half. You know, but at the end of the day, you know, the market actually determines what the price is, what I think or what you think, you know, sort of relevant to us. But, you know, the market says, "this is what we think." And all the buy-side analysts had a view, all the investors had a view. No other offers showed up, and it isn't like we haven't tried. Well, in regard to your discounted cash flow valuation, I think five years was too short, and in addition, Deloitte decided to use a very high value for the discount rate. So that meant it cut their value down for their minimum one. So I don't think their discounted cash flow evaluation was correct. But anyway, we'll have to disagree there and see how the votes turn out. Thank you, Mr. Daly. If there are no more questions from the floor, do we have any online questions? Yes, Chair. The next question comes from Natasha Michelle Lee: I note that part of the resolution is to award Vivek Bhatia more than 2.9 million performance rights shares. Could you advise what is the basis of this award? What other payments are being made both to Mr. Bhatia, board members, and other executives, should the scheme be approved? For example, payout of any employment contracts, et cetera. Thank you for that question. Just to be clear, we're not awarding Mr. Bhatia any new shares. These are shares that have been awarded prior to the offer being made, and it's just that they're going to vest, and that's the same with all staff, and that was clear in the scheme booklet. It has always been the case, even in the last scheme with Dye & Durham, that didn't get up. There's really been no change to this, the mechanism that the board has approved from the last time, and shareholders voted on that, and you're voting on it again. So there's no other payments that are being made, as far as I'm aware, to anybody. This is just as is. All payments are disclosed in the scheme booklet. There are no payments that are not disclosed in the scheme booklet. Thank you, Chair. Thank you, Chair. We have a further question from Stephen Mayne. How detailed was your marketing campaign to get out the vote for today's meeting? How many shareholders voted, and did you send out any printed voting materials with a reply paid envelope? I think we did the same marketing that we did the last time, which is not very much. And as for the number of shareholders who voted, you'll see it on the screen soon enough. In terms of the printed voting materials, those who wanted printed voting materials got it, and those who were voting online through the Link Investor Service app did that. Thank you, Chair. The next question also comes from Stephen Mayne. The ASX is thinning out noticeably, with the biggest drought of IPOs in a decade, and one of the biggest runs of takeovers that we've ever seen. There have been 55 takeover bids of major ASX-listed companies since 2019, with 5 completed so far this year and another 18 in the works. Is the Chair concerned that our company is being swallowed up by a multinational giant, hollowing out the investment options for Australian and New Zealand shareholders? I understand your point, Stephen, but the market... You know, but the public markets and the private markets decide where assets are owned. If we look at the Link business today, the Link business today is the same business, corporate markets and RSS, that it was when we listed, right? They're the exact two same businesses. When we listed, we had an earnings base of about AUD 150 million worth of EBITDA. Our EBITDA for this year, we've given guidance, is gonna be close to AUD 270 million, so about 75% more than when we listed, and the valuation before the offer came in was 50% of what it was at the float. So when it floated, the market valued it really well. So the market, the actual public markets, valued Link far higher than the private markets. But in 2023, the public markets valued it much lower than the private markets. So that's what happens in markets. Asset moves, assets move from private to public markets, depending on people's perception of value. So, you know, as Mr. Daly said, he thinks it's undervalued. Well, not enough people agree with him. Thank you, Chair. The next question also comes from Stephen Mayne. Given the interesting discussion at today's meeting and the fact that thousands of retail shareholders did not attend live, could the Chair undertake to make an archived copy of the webcast available on the company's website, at least until the transaction completes? I don't see any problem with that. Thank you, Chair. We have a further question from Stephen Mayne. Thanks to Link Group for providing excellent online AGM services to public companies since COVID forced AGMs to go fully online. Can you pressure Mitsubishi to continue this service? you know, when someone owns something, they make the calls. Thank you, Chair. There are no further questions online. Operator, are there any questions on the telephone? There are no phone questions at this time. Thank you. Details of the proxy instructions received prior to the scheme meeting in respect to the scheme resolution are now on the screen. As there are no further questions, please now select for, against, or abstain next to the scheme resolution on your electronic voting card or your paper voting card. That completes the formal business of the scheme meeting. I now declare the scheme meeting closed, subject to the finalization of the poll. The poll will remain open for a further five minutes to allow you to complete your voting. I would like to take this opportunity to thank all Link Group shareholders for your attendance and participation today, as well as for your continued support of Link Group. I would also like to thank my fellow directors and the Link Group executive leadership team for the commitment and support throughout this process. 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 are pleased that our virtual meeting technology enabled your attendance today. Thank you also for joining us.