Good morning and afternoon. I'm Graham Shaw, the Chair of Pushpay. I'd like to welcome shareholders to today's special meeting, including those joining us online. Before we start, for those in the room, if there is an emergency, please follow the emergency exit sign near the registration desk, which you came past as you entered. Should you require assistance, please just raise your hand. For our online shareholders, you're able to ask questions and submit votes. To get an online voting card, you will need your shareholder number, which is on your proxy form or in the email sent by Link. If you encounter any issues, please refer to the online portal guide, or you can phone the helpline displayed in the top right of your screen. I'm joined today by my fellow director, Lorraine Witten, here in Auckland, New Zealand. Joining us online from the U.S. are directors Lovina McMurchy, Sumita Pandit, and John Connolly. Chris Fowler is currently in Guatemala at his son's wedding and is unable to join us. That's a pretty unique excuse. Also with us in Auckland is our chief executive, Molly Matthews. This is a single purpose meeting for shareholders to consider and vote on the Scheme of Arrangement with Pegasus Bidco Limited, which is a company associated with Sixth Street and BGH Capital shareholder consortium. Voting on the Resolution which seeks shareholder approval to the Scheme, will be by way of poll. For those in the room today, Link will collect your voting papers after the discussion on the resolution. To vote online, please click Get a voting card, enter your shareholder number and submit your vote. You have the ability to change your vote up until the time I declare voting closed. Online voting is now open. We will shortly run through the proxy votes received and the key details of the Scheme and the board's recommendation and take questions before moving to the vote. A quorum is present. The special meeting is duly convened, and I declare it open. Scheme Booklet, which contained the notice of meeting and explanatory notes, has been circulated to shareholders, and I will take it as read. To approve the Scheme, it is necessary for two voting thresholds to be met. Those are 75% or more of the votes cast in each interest class must be voted in favor of the Scheme and more than 50% of the total number of Pushpay shares on issue must also be voted in favor of the Scheme. There are two interest classes for the purpose of the Scheme. The first interest class is made up of those shareholders who are associated with BGH and Sixth Street. The second interest class is made up of all other shareholders. As advised yesterday, a significant amount of Pushpay shares have voted by proxy. As of this morning at 9:00 A.M. New Zealand time, Pushpay had received proxy votes for 80% of the shares in the company, of which 67% were in favor. For the first interest class, being associates of BGH Capital and Sixth Street, not surprisingly, 100% of shares were voted in favor of the Scheme. For the second interest class, being all shareholders excluding associates of BGH Capital and Sixth Street, 56% of shares voted were in favor of the Scheme. 54% of total number of Pushpay shares on issue were voted in favor of the Scheme. As a result of the proxy votes received and absent a material change at this meeting and the votes of shareholders who have already cast proxy votes, the Scheme will not receive the required 75% majority of the second interest class. The resolution will not pass. As you know, the Sixth Street and BGH Capital shareholder consortium has proposed to acquire 100% of the shares in Pushpay by way of a Scheme of Arrangement. The Scheme price being offered for your shares is NZD 1.34 per share. The Scheme price is within the independent advisers valuation range of NZD 1.33-NZD 1.53 per share. I would now like to hand over to Lorraine Witten, chair of the independent committee, to discuss the key rationale for the recommendation and background to the Scheme. Thank you, Graham. Good morning, good afternoon to everyone. We've received a number of questions from shareholders in the lead up to this meeting regarding the valuation and our forecasts. A key valuation driver to consider in Pushpay's future financial performance and the achievability of Pushpay's growth plan. Pushpay is currently in the process of implementing a number of growth initiatives, including a reset of its sales and marketing strategy and a reset of that team, as well as investment in new customer segments, including its Catholic expansion. These initiatives represent the opportunity for Pushpay as represented in our forecasts. Several of these initiatives are at a relatively early stage, and there are uncertainties as to timing, investment, and ultimately the degree of future success. These risks have been evidenced by the downward revision of our revenue and earnings guidance in October 2022 and in the near term by slower front book growth. Which has impacted processing and subscription revenue year to date at the 31st of January 2023, which we've previously advised to the market. Pushpay's forecasts were the basis of the valuation analysis undertaken by Grant Samuel, the independent advisor appointed to assess the merits of the Scheme, and were used by Grant Samuel in their scenario analysis to derive their valuation range. We acknowledge that Grant Samuel noted in its report that based on the low level of this organic growth achieved in the past two years, that it believes that the company's forecasts appear to be optimistic. The non-conflicted directors also undertook their own internal assessment of the execution risks associated with achieving the growth initiatives underpinning the forecasts and assessed a range of our own sensitivities and scenarios to potential future earnings. After undertaking this risk assessment and having regard to valuation advice we received and our own views of the value of Pushpay, the non-conflicted directors concluded that the Scheme represented the most compelling risk-adjusted value for shareholders. It provided shareholders with an opportunity to accelerate a capital return while also mitigating the risks and uncertainties that are otherwise involved in delivering the opportunities from executing Pushpay's strategic plan over time. No superior proposal has been received prior to this meeting. The non-conflicted directors don't believe that a superior proposal is likely to emerge. Pushpay's share price will likely fall if the Scheme is not implemented. Pushpay's non-conflicted directors reiterate their unanimous recommendation that shareholders vote in favor of the Scheme and undertake to vote all of their own Pushpay shares in favor of the Scheme. I'd also like to cover a bit of the background to the Scheme. In early 2022, Pushpay received a number of unsolicited, non-binding, unconditional expressions of interest from third parties interested in acquiring the company. Pushpay announced the receipt of these expressions of interest to the market on the 26th of April, 2022. In response to the expressions of interest, Pushpay formed an independent committee of directors. The committee comprised all of Pushpay's independent directors and was chaired by myself. Due to his role as a senior advisor to Sixth Street, Director John Connolly was not a member of and did not participate in that committee. The committee appointed Goldman Sachs as financial advisor, Harmos Horton Lusk as New Zealand legal advisor, and Shearman & Sterling as U.S. legal counsel. The company also engaged additional external resources to assist so that it could respond to the expressions of interest and to ensure that management could remain focused on implementing Pushpay's growth strategy. With the assistance of its financial advisor, the committee implemented a process designed to explore the potential for a transaction that would be in the best interests of shareholders as a whole, with a view to enhancing shareholder value. Following the 26th of April 2022 announcement, Pushpay received further unsolicited interest from third parties. We proactively approached various other parties which may have identified as potentially having an interest in a transaction involving Pushpay. In addition to the members of the Sixth Street and BGH consortium, the company signed non-disclosure agreements with over a dozen third parties, including both financial sponsors, for example, private equity firms and the strategic participants. Based on engagement with those parties, including an assessment of their level of interest, proposed pricing, proposed conditions, and execution risks, the committee selected a small group to undertake detailed due diligence on Pushpay. In consideration the options resulting from the process, including the possibility of continuing to implement Pushpay's growth strategy as a publicly listed company, your non-conflicted directors adopted a long-term view of the risks and rewards of various alternatives. As part of this, the board obtained confidential valuation advice from its financial advisor and separately obtained confidential valuation advice from another external firm. After a thorough assessment on October... The 28th of October, 2022, the board concluded that the Scheme represented the most compelling risk-adjusted value for shareholders. The non-conflicted directors considered it's appropriate to recommend the Scheme to shareholders, where the Scheme is considered to be within our assessment of the range of value of the company. Our valuation views are broadly consistent with the external valuation advice and the independent advisor's valuation range. I'd like to note that despite some public commentary from a number of our shareholders of their intention to vote against the Scheme, we have received feedback that the non-conflicted directors' decision to present the Scheme to shareholders is appreciated. Doing so provides shareholders, as the owners of Pushpay, with the opportunity to decide on the future of the company. With that, I'll now hand back to Graham. Thank you. Thanks, Lorraine. The outstanding positive conditions needed for the Scheme to be implemented is shareholder approval, which we are seeking at today's meeting. If shareholder approval is obtained, the final orders of the court. I reiterate that absent a material change in the votes of shareholders who have already cast proxy votes, the Scheme will not receive the required 75% majority of the second interest class, and the resolution will not pass. There are also some other conditions that continue to apply to the Scheme until just before implementation. In broad terms, these conditions require that there are no restraining orders that would prevent or materially re-restrict the Scheme, that there is no material adverse change to Pushpay's earnings, and that there is no prescribed occurrence as the term is defined in the Scheme Implementation Agreement. The non-conflicted directors do not currently anticipate that any of those conditions will be breached. If shareholder approval is obtained, the Scheme is expected to be implemented between 28th of March and 11th of April 2023. If the Scheme is implemented, shareholders who hold shares on the Record Date for the Scheme will be paid the Scheme Consideration on the Implementation Date. More information on the timing of the key implementation steps are set out on page 14 of the Scheme Booklet. If the resolution is not approved by shareholders and Pushpay and the bidder have not agreed by 5:00 P.M. on Tuesday the 7th of March, New Zealand time, to hold another shareholder meeting or otherwise agreed to terminate the Scheme, either party may terminate the Scheme. If this occurs, the Scheme will not proceed. You will not be paid Scheme Consideration. Pushpay will remain listed on the New Zealand and Australian Securities Exchange. You will retain your shares in Pushpay and continue to be exposed to both the risks and opportunities of executing Pushpay's strategic plan over time. I will now move on to the resolution before the meeting. That the Scheme, the terms of which are described in the Scheme Booklet, be and are hereby approved. For the purposes of the resolution, the Scheme Booklet is the Scheme Booklet dated 3 February 2023. We will now provide opportunity for shareholders to ask any questions. For our online shareholders, if you'd like to ask a question, click on the Ask a Question box either at the top or bottom of the webpage. Questions may be moderated, if we receive multiple questions on one topic, we will amalgamate the questions together. Are there any questions or comments from shareholders in the room? I note that when we did a run through this earlier, there were no questions. However, I know some of you have come prepared. If you can just, raise your hand, wait for the microphone, and then introduce yourself. Thank you. Gabby? Top. Good morning. Jim Hamilton, shareholder. Okay. I'm opposed to the sale. Pushpay has done very well over the years and should keep employing our creative people in carrying on here in New Zealand. Our high tech business is now second largest industry in New Zealand and is growing rapidly. New Zealand is a very attractive destination for our highly skilled people, and Pushpay is an important part of the network. Selling the company sends a signal that some of our companies can't compete and are not here for the long term. Just the last couple last week, we've had a couple of announcements from two other companies I can quote about, and one was AFT Pharmaceuticals. They've been in the business for quite a few years, and they struggle to make a profit. Just the other day, they announced they've got American approval to sell their max doses of drug, and the share price went up by 10%. They've got a lot of creative people working very hard for the company. Vista is another company which sales of maybe similar to Pushpay, with sales of about NZD 130 million. They control about 50% of the global cinema and live streaming throughout the world. They got 400 people operating from all New Zealand here. Highly skilled people who know all about the live streaming and movie business and theaters all around the world. Not China, but all New Zealand, and they're doing very well. We've got a lot of creative people. We need to use those creative people, and we can do it. Thank you for your comments. Any other questions in the room? If not, are there any other questions, comments from shareholders online, Gabby? We've received a couple questions from shareholders online. The first question is: Is the board able to move from a for-sale mentality over the past year to a delivery and execution of strategy mentality? That's an excellent question. I think firstly, it's not the board moved to a for-sale mentality. At the very same time that we were progressing, now for 11 months this issue of a possible takeover. We continued to execute on the strategy of the business. Two weeks ago, we had one of our six regular six monthly longer term strategy planning sessions. The takeover activity has been distracting. I don't think it has driven a mindset which is one of not focusing on the business. Thanks, Graham. The next question is: Given the offer was recommended by non-conflicted directors and was overwhelmingly rejected, why should shareholders have any confidence in these directors continuing to serve on the board? Um- Can you repeat that again? Oh, yeah. Can you just repeat that again, Gabby? Sorry. Sure. Given the offer was recommended by non-conflicted directors and was overwhelmingly rejected, why should shareholders have any confidence in these directors continuing to serve on the board? Look, I'd challenge the overwhelmingly defeated. The reality is that the majority of our shareholders still voted in favor of the Scheme. The Scheme did not meet one of the thresholds that was required. Look, I just don't accept that that's a failure on the part of the board. For me, and as Lorraine Witten has highlighted, a number of institutional shareholders who have publicly stated they were opposed to this, have also said that they appreciated the fact that we put the offer in front of shareholders. Thanks, Graham. The next question from online is: Given the board's forecast and its sudden willingness to highlight risk to execution, are there risks that the board feel are not fully understood by the market? I don't think it's a case of suddenly highlighting risk. If we go back to our interim results announcement in 2021, we highlighted there that there were growth challenges. We have put in place a strategy which Molly has detailed, particularly at the last annual meeting, and updated at the interim results as well. Highlighted at all subsequent meetings that there have been challenges and time delays with those strategies. It's not a case of suddenly it's risky. It's just that we're experiencing the time taken to expand and execute on the strategies. We also received three questions from shareholders ahead of the meeting from proxy forms. The first question is: Given current revenue trends, why is the company not valued higher? Lorraine, do you want to take that one? Thanks. Okay, thanks. Yeah. We mentioned earlier that we have had an independent valuation by Grant Samuel, and that is being shared with shareholders in the Scheme Booklet. They noted that given our historic low organic growth rate, they felt our forecasts were a little optimistic. That meant that the range of the scenarios they looked at, which brings the range of the valuation, included a risky scenario of a slower growth and also then the more optimistic forecast growth. That gives you the range of value when you look at the risk of executing. There's a range of sensitivities and scenarios in both where the board sees the opportunities and where Grant Samuel has. When the non-conflicted directors form their view, we've taken into account those scenarios. Because the offer is within the range, we've recommending that this is the most compelling risk-adjusted value for shareholders. Thanks, Lorraine. The next question is: How many shareholders will the Scheme realize a loss for? That's not information I have available to me. I'm sure there are many long-term investors who have made a good return on their investment. Sort of hoping that there are none that are gonna realize a loss in the room today. They won't if it goes against. The third question is: If the vote goes against the acceptance of the offer, will the directors tender their resignation as they show no faith in the existing company structure? There are no current plans for changes of the Board of Directors due to the Scheme not proceeding, and I just would stress that the board is supportive of management. There is certainly no lack of faith. We are mindful that it's you as shareholders, as the owners of the company, that is for shareholders to decide Pushpay's future. It was with this in mind, the board believed it was important that the offer was presented to enable shareholders to consider and decide on the opportunity. As we have already stated, that we have had parties opposed to the Scheme who have thanked us for putting the offer to shareholders. Sure. Yeah, by all means. Thank you. Good morning, everyone. Stuart Williams from Nikko Asset Management. We have on the record and publicly stated that we'd vote against. I just want to make a couple of comments and observations, slightly unprepared in terms of this format. I mean, I would like to record our thanks for bringing the offer to us. We're pleased about that. That we get to decide. In terms of, you know, at least our thoughts, it's not in our mind that we'd desire or expect resignations from the board. You know, we're having a bit of a disagreement about valuation and time frames. We're not having a disagreement about strategy or confidence in you as individuals or you as a board or you as the management team. That's our perspective and we thank you for the access to you over the period of time. Just from a logistical perspective for the meeting, could you clarify, does the meeting close? In other words, are there no further comments or discussion by shareholders post the vote? Because that might just change what people might want to say, including ourselves ahead of the vote. We do have the vote. At some stage, we will declare that result. We do have two working days, so until the end of Tuesday for the bidder and the company to come to any other arrangement. Until 5:00 P.M. Tuesday, there is sort of no finality, shall we say. It is... I mean, there's no further input from shareholders in terms of the vote after today. Okay. Thank you. I guess, just the closing comment I'd make. Myself and my colleague Tim, you know, very supportive of the direction of the business and the medium-term prospects, and behind the strategy, the addressable market and the board in terms of future. Thank you. I appreciate your comments. I mean, we think we've run a good process, and we were pleased that both ISS and Glass Lewis recommended voting in favor of the Scheme. They are global proxy advisors who focus more around process rather than valuation. We have appreciated the opportunity to talk with certainly some of the larger shareholders who have slightly different views on valuation. I think at the end of the day, that's what this comes down to. Thank you for your comments. Any other... One more. We have one more question from online. The question is: Is there a risk that the CEO and her executive team may lose the appetite to continue to build, develop, and grow the business should the Scheme not proceed? I'm not sure I can answer that on behalf of the CEO and her management team. I think I know what the answer is, but Molly, do you? Sure. I'll answer for myself. Yeah. You know, the interesting thing is, as a management team, we are challenged with two items right now. One is to walk our strategy forward, in partnership with our Board of Directors, which we're quite happy to do. We've also been, you know, through the last 11 months, had the opportunity to take a look at what it would look like to be a private company. I can say wholeheartedly that our team is signed up to execute against our strategy in either scenario. All of us have, you know, had the opportunity over several years to make that decision and remain quite committed to the company. I would have said much the same, Molly, but you said it far better than me. I don't detect our management team has given up and wanting to go home. Quite the opposite. No more questions, Gabby? No further questions. Thank you very much. Thanks everyone for either submitting questions online, submitting them to us beforehand, or comments or questions that have been made in the meeting. I would now like to move on to voting on the resolution. Voting on the resolution will be by way of poll. Only shareholders, proxy voters or corporate representatives of the shareholder may vote on today's resolution. The record time for voting eligibility was 7:00 P.M. on the 1st of March, 2023 New Zealand time, and the share register at that time will be used for voting purposes. Please cast your votes under the Getting a Voting Card tab on the meeting platform or complete your voting form if you're in the room today. Once you have completed your selection online, please click Submit Vote on the bottom of the card to lodge your vote. If you have already voted by proxy but wish to change your vote today, please revoke your vote and submit with a new vote. This will take precedence over your previous proxy vote. If you have any difficulties, please contact the helpline number displayed at the top of the right of the screen. If you're present at the meeting, please use the voting card given to you when you registered at the door. If you are entitled to vote and do not have a voting card, please raise your hand now, and we'll provide you with one. Our Link Market Services will collect your voting papers shortly. As you fill in the card, please be careful where you put the tick. I voted one of my proxies to start of the meeting, against by mistake. We had one institution that is a reasonable shareholder who similarly made a mistake with their voting and it took them two days to realize it. Thank you. Online voting will now be closed. Our share register, Link Market Services, will count the votes and our auditors who are just walking out the door will scrutinize the count. We will release the full results of today's vote to the NZX and ASX as soon as practical. Before I close the meeting, is there any other business that shareholders would like to raise? Nope. In closing, I'd like to acknowledge and thank all shareholders for your support of Pushpay, our wonderful New Zealand and U.S. teams for their passion and focus on our customers, the board, and management for your efforts. We're pleased to give shareholders the opportunity to vote on this Scheme. The expressions of interest from numerous parties and the offer from BGH and Sixth Street are a reflection of Pushpay's reputation and potential. The Scheme process has highlighted the support for Pushpay's long-term potential and the ability of their board and management team to execute on a growth plan. Pushpay's share register has changed during the Scheme process, with a number of hedge funds buying in anticipation of the Scheme progressing. Interestingly, we have 2,000 less shareholders now than when we started and announced the intention of a potential takeover. If the Scheme is terminated, we would expect that those hedge funds will sell down, which may affect Pushpay's share price. The company will be engaging with existing and potential shareholders to ensure a supportive investor base for the future. As a board, we believe in Pushpay's future and the ability of Pushpay's experienced and passionate team to deliver on growth initiatives. We will continue to keep shareholders updated on our progress. I now declare the special meeting of shareholders closed. Thanks for your attendance.