Good afternoon, everyone, and thank you for joining us today for the 2021 AGM of VGI Partners Global Investments Limited, VG1. The Company Secretary has advised me that we have a quorum, so I declare the meeting open. I hope you have all taken the opportunity to attend the manager's pre-presentation webinar, which was held earlier today at 10:00 AM. The notice of meeting, which was sent to shareholders on the fifteenth of October, will be taken as read. I am chairing the meeting from the VGI Partners' office in Sydney. The company's directors are all in attendance. Lawrence Myers and Robert Luciano are in the room with me. Noel Whittaker and Adelaide McDonald have dialed in from Queensland. Also in attendance is Ian Cameron, our Company Secretary. Jonathan Howie, the CEO of VGI Partners, the manager, and Adam Philippe, the COO of the manager, and representatives of our share registry Boardroom. Our auditors, Pitcher Partners, are represented by Scott Whiddett. We recognize that holding the meeting online and over the phone is not the same as a physical meeting. However, given the constantly evolving situation with COVID-19, we took the view that it would be best to hold the meeting online. There will be plenty of opportunities for shareholders to ask questions during the meeting, either by submitting your question online or by asking over the phone. There were detailed instructions about this in the AGM pack, but I'll now run through the key points. For those shareholders who have logged into the webcast with your username and password, you will have the opportunity to submit questions online as well as vote on the resolutions. If you have already prepared a question, please feel free to submit it at any time, and we will aim to answer it at the appropriate stage. We will have a section after my address for any general questions. If your question relates to a specific resolution, please state the resolution number at the start of the question. With regard to voting, to give you ample time to vote, I'm gonna open the polls now. This means that you can submit your votes at any time between now and when I close the polls at the end of the meeting. If you change your mind about any vote, you can override your original vote between now and when the polls close. For those of you who have logged into the webcast as a guest, you'll be able to view our webcast but not submit questions or vote. For shareholders who have joined over the phone, if you have provided your passcode to the call center and been verified, you will be able to ask questions. Please note that the process for registering your questions is very different to the webcast. For those on the phones, please do not try to register for any question or comments yet, as we will only open the phone lines when we reach each item of business. When we arrive at the first item, we'll ask if you wanna register for a question on that topic. You can register at that point by pressing star one. Once we have finished that item of business, we will then move on to the next item of business and repeat this process. Please do not register to ask a question from an item of business before we reach that item if you're doing it on the phone. Please note that we try to give all shareholders a reasonable opportunity to ask their questions. For this reason, once we have answered a shareholder's question, we'll move to the next person in the phone queue. If you have an additional question or comment on that same item of business, please press star one to register for the queue again. Depending on time and the number of questions, we may need to limit each shareholder to two questions or comments per item of business. For other people on the phone, i.e., guests and shareholders who have not provided their passcode to the call center, please note that the phones will be listen only. I should also point out that if you are listening on the phone but viewing on the webcast as well, the webcast may lag the phone by 10 seconds or more, and it may be simpler to just use the webcast for the sound as well. Right, well, we're through all of that. Now I note that the voting can only be done online. You will not be able to vote over the phone. Now turning to our agenda for today, which is shown on slide three. As shown here, I'll give a short introductory address, after which there will be an opportunity to ask general questions. We will then move to the resolutions. I will take questions on each resolution before we collect the votes. Now turning to my formal address. On behalf of VG1, I would like to welcome all shareholders to today's meeting, and we thank you for your support of VG1. Regarding today's format, I hope that you all had the opportunity to hear the portfolio update that Robert Luciano hosted this morning at 10:00 AM. This provided a comprehensive discussion of the key stock holdings, earnings drivers, and our outlook for VG1. With portfolio performance already addressed, the formal annual general meeting that you are attending now will be shorter and focused on the resolutions set out in the notice of meeting. In order to ensure ample time for shareholders' questions on the resolutions, I will keep these opening remarks relatively short. I will begin with a short review of FY 2021. VG1's investment portfolio recorded a strong return of 25.6% for the 12 months to 30 June 2021, after all fees and before tax. The net profit after tax for the company was AUD 153.9 million or AUD 0.382 per share. Net tangible assets, NTA per share after tax increased 18.5% from AUD 2.27 to AUD 2.69, and AUD 0.03 of fully franked dividends were paid during the 12-month period. In May 2021, the VG1 board announced an intention to target a fully franked dividend yield of 4% per annum based on the company's share price. As a result, VG1 declared a AUD 0.055 fully franked dividend in August 2021, which was paid on the 29 September. VG1 also maintained its dividend reinvestment plan, DRP, and we were pleased to see participation rise from the previous period. Shares for the DRP were purchased on market during September. In setting our 4% yield target, the board took into account a number of factors, including the sustainability of the dividend. Pleasingly, VG1 has a substantial profits reserve, which can be used to pay dividends in the future. As at 30 June, VG1's profits reserve stood at AUD 258.8 million. This equates to AUD 0.617 per share if you adjust for the AUD 0.055 dividend just paid in September. This reserve can cover dividends at the 4% dividend target for many years into the future, even before including any profits that may be generated in coming periods. We received very positive feedback on the 4% dividend target from both advisors and retail shareholders, especially given cash rates and yield are currently very low on many other investments. We feel VG1 is a very attractive offering in that regard. That is a fund that gives you exposure to global growth opportunities and a 4% fully franked yield. We're also very pleased to see VG1's share price return of 36.3% in FY 2021. This represented a material closing of the discount over the twelve months. While a discount still remained at the end of the year, it had closed from its peak of around 23% in August 2020 to around 9% in June this year. This gives us confidence that VG1's long short global strategy does have enduring investor appeal. A buyback was also in operation during the fiscal year. As of today, around 26.5 million shares have been bought back or 6.5% of VG1's capital. The buyback has been accretive to VG1 shareholders, given that the shares were bought at a discount to NTA. Now, moving on to structural and corporate matters. Now, although FY 2021 was a good year in terms of portfolio performance and narrowing the discount, your board is aware of the frustration expressed by a number of shareholders that VG1 still persistently trades at a discount to NTA. As performance improved in FY 2021, as I've said, the discount reduced into single digits, but then as the performance dipped in the September quarter of this year, the discount widened again. While share price premiums and discounts are a phenomenon of the broader listed investment company sector, we wanna see a meaningful improvement in this trading metric over time. I just think it's important that we highlight some matters here. Over the past year, the board has approved several specific initiatives designed to reduce the discount. These include, as I have mentioned earlier, announcing the intention to target a fully franked dividend yield of 4% per annum, implementing a capital management program from August 2020 that has seen over 26 million shares or 6.5% of VG1's issued shares canceled through an on-market buyback. Furthermore, you'll be aware that the manager has implemented a series of strategic initiatives supported by increased investment in distribution and marketing. Specific initiatives include the creation of the CEO role at VGI and the appointment of Jonathan Howie. John has over 19 years' experience in investment management and wealth products with extensive experience in strategy, platforms, and distribution. The manager has committed to quarterly portfolio update webcasts with the senior investment team. Substantial investment has been made by the manager on the technology front, including upgrading the customer relationship management CRM software during the year. Finally, the expansion of the manager's team to improve shareholder engagement and marketing. In addition to the initiatives outlined above, the manager has informed the board that it has engaged external advisors to assist in reviewing other options to address the discount to NTA. The manager has advised the board that this review process is ongoing and that it intends to revert to the board within the first quarter of 2022 with any further recommendations for consideration by the board. Pending the outcome of this review by the manager, the board has determined it is prudent to pause the VG1 buyback. To conclude my formal remarks at this point, I would also like to acknowledge the hard work of the VGI Partners investment and operations teams across Sydney, Brisbane, New York and Tokyo. The Board thanks you for your dedication, especially during another year, which had its challenges due to lockdowns and other global developments that are unprecedented. That concludes my formal remarks. We will now turn to general shareholder questions and then to the formal business of the meeting. Before we turn to the formal business, do shareholders have any general questions for the Board? As a reminder, if you have registered for this AGM as a shareholder, you can submit a question online or ask it over the phone. For those on the phones, please press star one now if you wanna register a general question. Please do not register yet on the phone if your question relates to resolutions or other items of the formal business that we will cover later. With that, Adam, will you handle firstly any questions on the webcast, please? I shall do. Thank you, David. First question comes from an investor who's put forward a couple of suggestions to address the 28% discount, low liquidity and shareholders who no longer want to be invested in VG1. These questions can be summarized in two key areas. Firstly, would you consider a tender offer or similar for 20%-30% of each holder's shares at NAV? Secondly, would you consider rewarding long-term shareholders with the issue of free options? Thanks, Adam. Look, thank you to that shareholder for that online question. It is a good question. There are a myriad of options for the manager to consider. As I've said in my remarks a few minutes ago, the manager is reviewing all options available to it, including those two that you have mentioned. I should say that we thank all shareholders for their input here. I should say that the manager has received feedback from myriad shareholders. VG1 has a very diverse shareholder base, and there are suggestions that some shareholders suggest strongly should be put, and there are other suggestions that shareholders suggest something that's exactly the opposite. The manager is working through, and we expect the manager to report back to this Board, as I've said, during next quarter with the outcome of that review. With that, Adam, any other webcast questions, please? Nothing at this point. Operator, do we have any calls? You have a question from David Kingston. David, please go ahead. Hi, Dave. Thank you. Hi, David. How are you? Good. Thank you. Look, I always like talking to you, David. You're a smart guy, Harvard MBA. To be frank, mate, that chairman's address is just pathetic. It's out of date, it's misleading, it's deceptive. It doesn't put the facts into context, David. You know, I know it's exactly the same format as the previous chairman did. You guys didn't even bother to do your own review. They're both the same. Look, understood, David, you've got a massive conflict. You are an employee of VGI, the manager, which has a huge conflict. To be frank, it's really poor governance, Rob Luciano, that you have put in an employee as chairman of VG1. Very bad governance. That leads to the conflict, and it puts you in a difficult position, David, that I don't think you can be objective when you're effectively your employer. Some of the right decisions to take might be at odds with the desires of Rob Luciano, who's effectively your employer. I'd also just say, David, I think you're in a parallel universe or using Donald Trump's parallel facts. See, honestly, as a smart guy you are to say this is a very attractive offering. Mate, it's been a debacle, an utter debacle. Let me move on to specifics. I'll address this to Rob Luciano because you are the face of the company, Rob. You are the guy that effectively authored the prospectus four years ago. You are the guy who told everyone you delivered 14% for the master fund. You are the guy who has projected 10%-15% return over 5 years. You're the guy, the Chief Investment Officer, who at the moment has delivered an incredibly pathetic 3.4% compound based on share price, which is the only thing that matters to the shareholders. You are the guy, Rob, who is being, to be frank, laughed at by the market. You're a bit of a pariah at the moment, Rob. The market is rating you at a 15% discount to NTA because it doesn't respect you. It thinks your investment performance is pathetic, your fees are too high, and that's why the 15% discount cuts in. Look, it's a really sorry situation. After four years, you guys are continuing to issue your marketing waffle, which is all misleading and deceptive, continuing to talk about 10%-15% over a five-year period, and yet after four years, you've delivered 3.4%, which is a paltry return. Looking at it another way, guys, Rob, shareholders trusted you, Rob. You know, they listened to the bullshit, the waffle, the motherhood. They put their money in at AUD 2 four years ago. They've had a couple of dividends. They've also had a rights issue, I think from memory, AUD 2.32. And all you are allowing them now, Rob Luciano, if they wanna get out, if they've lost confidence in you, Rob, if they wanna get out of this dog of a company, all they can get is AUD 2.09. Now, that's a really terrible result in four years of bull market. My question to you, Rob, is rather than continuing this waffle and deferral, and I appreciate you've got a massive conflict because if you do what all the other reputable companies have done, the Antipodes, the Magellan's, the Ellerston's, the Monash's, you know, multiple companies, WAM, Geoff Wilson eventually did it. If you do that, Rob, you're gonna lose some funds because a lot of your shareholders don't wanna be there. I can tell you, if you put a poll out to the shareholders, do you wanna sit there and have the ability to exit at AUD 2.09, or do you wanna have the right to get out your money back at the NTA, which from memory is about AUD 2.45? Rob, you would have a lot of shareholders who would exit. Now, we all know that that's gonna cause you a problem because your financial interests are predominantly in VGI, the manager, where you own over half. If you do the right thing by the shareholders in VG1, it's gonna hurt your personal interest in VGI. My question to you, Rob, is let's cut the crap, mate. David Jones mentioned to us six months ago that you had experts on board that you were looking at all these options. One of the problems he said was there was a tax issue if you did what all these other reputable companies have done. That problem's gone because the investment performance has been so bad, there's no tax issue anymore. Why don't you, Rob, cut the crap, cut all these reviews, get on with it, and let the shareholders who trusted you, Rob. They trusted you. They backed you. You've let them down. You've delivered a poor result. Why don't you let them have their money back, Rob? That's my question. David, thank you. It's David Jones. Rob's sitting here with me, but I will just comment there. Thank you. The portfolio return since inception to the end of October is 32%. There are substantial gains over the four and a bit years. To the 31 October, it's 7.1% per annum. Walking back to the 30 June, which is what this meeting's about, from inception to the 30 June, the portfolio return is 9.8%. The target return, as stated in the prospectus, is 10%-15%. Far, the portfolio return at the manager to 30 June has returned 9.8%. A bit below the target range. The manager's return since inception through to the end of October is 12.7% after fees. All these numbers are after fees. It's bang in the middle of the 10%-15% range. As we've said, we expect the VG1 portfolio to follow that global track record over time. You know that the prospectus says, we expect investors to approach this investment with a medium- to long-term horizon, which is clearly stated, which we suggest is greater than five years. We are now four and a bit, four and a quarter years in, and as at 30 June, again, we're at 9.8%. There are substantial gains here. There has been substantial positive performance. It's slightly below the target as at the 30 June. Secondly, all the Directors of this Board, but particularly Rob and I, who are also part of the manager, we are very aware, David, of our duties as Directors, and we act on this board with one singular duty in mind, which is to act in the interests of VG1 shareholders. The Board consciously has a majority of independent directors, and should situations arise, like around buybacks and other things, Rob and I have stepped out of those discussions to allow the Board to function in a fully independent manner. We have never avoided the fact that we're affiliated with the manager, but we are very, very clear of our singular responsibilities at this Board to act in the interests of these shareholders. With that, I think we can move on please, to the next question. Sorry, operator, who's next on the phone, please? If there are any. Oh, sorry. Go to the phone. Okay. We've got one online there, but we'll go to the phone. phone. Who's next on the phone, please? Bernadette, please. You have a question from Malcolm McComas. Malcolm, please go ahead. Hi, Malcolm. David, how are you? Yeah, very well, thank you. Welcome. Very good. I've got a question for Rob, and it goes something like this: With AUD 1.5 billion, Rob, of NTA across your two LICs, which are trading at deep discounts, I'd call that bottom of class. I just don't know how you can keep a straight face and say that you're working with advisors to address the discount. It's equivalent to AUD 230 million bucks of lost value that shareholders can't access under the current structure. Putting it another way, you're denying shareholders AUD 230 million dollars of their money. To make matters worse, you've suspended the buyback in VG1. I find that extraordinary. In fact, you failed to deliver 10% bought back. You only did 6.5% of what you could have last year, and you don't even have a buyback in VG8, where exactly the same situation applies. Many shareholders are saying that you failed at Capital Management 101, which is a fairly damning indictment of a leading fund manager. What is so hard here? You've literally had years to ponder about why your LICs trade underwater. Yet you come to this meeting and say, "We're looking at it, and we'll get back to you next year." I would like a specific response, David, from Rob, not from you, with all respect. I'm sure you'll be able to answer the question, too, because you're very good. If Rob could respond and tell us specifically what he's done last year to look at restructuring options for VG1 and VG8 and why he's done nothing to date. Also, I'd like him to say why he hasn't done the full 10% buyback previously authorized. Finally, why don't you name your advisors? David, sorry. Excuse me, Malcolm, I'll start, and then I will throw to Rob if he has any further comments. Just on a couple of matters there, I think it's important we do just talk to the buyback. This is again led by the independent Directors of this Board. The buyback is paused, Malcolm, for various reasons during various periods, such as when there's blackout periods, when under our securities trading policies, when the performance fee reinvestment mechanism is being operated, when the dividend reinvestment plan is being operated. There is no requirement that shares are bought back every day or under something or that we should ever get to 10%, etc. Just to give you some facts and a bit of detail, we announced it in August of last year, and it essentially operated in three tranches through to the 30 June. It operated through in two more tranches in August and September. As the work done by our independent advisors at the manager has continued, we've determined that it would be most prudent that VG1 pauses the buyback. That's our view, and that's what we're doing. All I would say that again, as I touched on earlier with the webcast question, Malcolm, our shareholder base is remarkably diverse and there are groups of shareholders, major shareholders, not just shareholders like yourselves who've made their views very public, but others who've privately contacted the manager and basically proposed completely different structures. They are quite opposed to various things that you and others have proposed. I would just suggest to you that this is not straightforward, both in determining what, if any, path the manager might recommend for this board to consider. Secondly, there are, unlike what David Kingston said earlier, major embedded gains here which must be considered in any proposal should that be put to us. With that, Rob, do you have anything you'd like to add to Malcolm's questions and commentary there? Oh, look, Malcolm, thanks for your question and, also thanks to David for your interest as well. One of the things that I think you haven't mentioned was the premium to NAV or premium to NTA that VG1 traded in from its IPO till mid-2019. It traded at a premium for two years, Malcolm and David. I haven't noticed you mentioned that ever that VG1 was at a substantial premium, and it was at premium for a few reasons. It traded at a discount, and VG8 traded at a discount straightaway. The VG1 discount kicked in in 2019, mid-2019 when we announced the IPO of the manager and shareholders in VG1 received a right to participate, and only VG1 shareholders and/or unlisted investments for the investors in VGI could participate in the IPO. That, right, if it, if it was exercised, either sold on the market or, was converted into, stock in the manager. I should highlight, our returns include that rights issue, which saw the fund raise an additional AUD 300 million in cash. We took a couple of years as part of our process to get the initial tranche of money raised, from the IPO of VG1. That money's got in, eventually invested. As the portfolio gradually got invested and hence was not fully invested, hence underperformed relative to a market, but that's how we take our approach. That's how we would get a managed account invested. We took our time, we raised additional funds. The consequence of that, we raised more than, you know, 60% of the initial amount of the listed investment company. We put that money to work rather aggressively over the 2020 period when COVID hit, and we were able to increase the weights in various positions. Now, in terms of you know, the discount and in particular the discount that we've got in VG1 at the moment, the discount, as you would be aware, narrowed over the course of this year and narrowed as performance improved. We saw that come through into the share price. Unfortunately, in the third quarter, as we've discussed this morning and as we've made clear in the monthly NTA statements and in various commentaries, the third quarter performance for VG, for the VGI funds has been disappointing. As a consequence, the discounts have expanded. You know, we take your points on Board. David's highlighted what we're proposing and what we're doing. We do take the discount seriously. Thank you very much. Thanks, Rob, and thanks, Malcolm. There's a webcast question. Yeah, there's one here, David. Thank you. Just come through. Question is, how will you actually fund the 4% dividend? Would it be via selling down investments? Yeah. Look, thanks for that question, Michael. The dividend is funded through a combination of our cash buffer and crystallized gains. I should note, obviously, crystallized gains generates franking credits to allow us to return our target of a 4% franked return. It's slightly less straightforward compared to other local managers in that offshore stocks, you sort of don't get franking credits back on any dividends that they provide offshore. We do get franking credits through crystallized gains, and so that's how that works for us. Thank you. We've got another one here. I'm- There's another question coming online. Could you please name the independent advisors looking at the discount? What are their qualifications? What is the advice costing? Yeah. The manager has appointed Moelis, who now have a new name, but it's MA Financial? MA Financial. MA Financial. I'm a bit old. I still think of it as Moelis. The manager has appointed Moelis. Thanks for glass- Costings. -optics. Costings. The manager's paying for the cost of the bank. Oh, yes. Sorry. Like everything with VG1 and VG8, the manager pays for all the advice so that investors in VG1 and VG8 don't pay for any of the advice that this board needs to take, et cetera, et cetera. Okay. Any other online, or we'll go back to the phones. Bernadette, is there anything else on the phone? You have a follow-up question from David Kingston. David, please go ahead. David. Thank you. Look, there's a lot of motherhood that gets thrown around. David, you're a master magician, and you come up with stats that parallel universe. The latest stat that is most relevant, David, is in your monthly NTA statement, which states unequivocally that the pathetic performance of VG1 since inception is a pathetic 7.1% based on portfolio and an even worse 3.4% based on share price. Now, let's not muck around, David, with all of your smoke and mirrors and waffle and motherhood. That's the fact. That's where the situation lies. Now, in a raging bull market, that's an utter disgrace. Really the Board and the management should hang their heads in shame. Let's also not forget about the fact that, as we wrote to shareholders in a 16-page document, I don't have it in front of me, but not only is your performance woeful, David and Rob, the MSCI index, the relevant index, has performed 30% or 40% higher than you have over the period. Your performance is just horrible. Let's look at the reasons. Rob, you got people to trust you by putting forward this management team of you, Doug Tynan, and Rob Poyner. They are the founding three investment people in the company. Now, David, you're an administrator. Mr. Howie, you're an administrator. You've got plenty of marketers there, Ingrid. All this waffle in your chairman's address, David, about, you know, communication. Who cares? People are interested in the financial results and what their shares are trading at. They're not interested in all the waffle that's coming out from you guys. Part of the problem, Rob, is that you got a pretty good return in your unlisted master fund. Everyone knows that good quality fundies, it doesn't matter who you talk to, they always wanna have a strong senior team. They wanna have someone they can bounce ideas off. They don't want some dictator sitting up at the top who can't work with other people. They want a balanced team, and you had a balanced team, Rob. For some reason no one's ever explained to the market, Doug Tynan fell out with you and pulled the pin. Your third partner, Rob Poyner, fell out with you or whatever happened, and he's pulled the pin. It's now Rob Luciano by himself with a few no-names analysts coming in. Let's forget about all this waffle about Jonathan Howie. He's an administrator. David, you're a, you know, you're not an investment funds manager. You're apparently going off to private equity anyway, David. Part of the problem is your team, Rob, for some reason has fallen apart, has crumbled. Let's also face the facts, guys. You know, I don't know whether you're South African in ancestry. No, you're obviously Italian, Rob, but you're running an Apartheid system here, Rob. It's totally unacceptable, and this question will be fired at each of the Directors up for reelection, including Adelaide. David Jones has got an answer for everything, even if they're waffle answers. You're running an Apartheid system here, guys. People in the master fund, if they get sick of the whole thing, they can exit. They might have to give three months notice. You guys are locking the poor, innocent shareholders in a cage here, and you're not letting them out. Now, David, you and I and Malcolm had a number of chats in March this year. You were telling us then you had Moelis on board. Well, what the hell have they done? Who's handling it at Moelis? Is it Pridham? Is it some low-level person? Is it a guy who is conflicted because they're involved in the float? What have they done? How long does it take? David, you're a smart guy if you wanna move forward, but clearly you've got a massive conflict. You've got a massive conflict, too, Rob Luciano, a huge one. I can tell you all this waffle, David, about multiple different people with different objectives, if you gave shareholders, who you're meant to be looking after, David, you're meant to have a fiduciary duty to them, you're meant to put aside your massive conflict, David and Rob. If you did the right thing and gave them the option of exiting at NTA, they would be delirious. There's so many other reputable organizations that have done that, David and Rob, but you guys are sitting back, you're doing nothing. You're doing a whitewash here. You're doing a waffle, all the motherhood. You're delaying, delaying. Because every day that you delay, VGI, the manager, pulls out more fees. Now, everyone was pretty shocked when VGI, the manager, with its gross underperformance, pulled out AUD 50 million performance fee last six months. Now, okay, that was from the unlisted funds in VG1 and VG8. Even with gross underperformance, pulling out huge performance fees. There's a lot of shareholders who want their money back, but you've locked them in the cage. You're not doing the right thing by them. You're going slow on these reviews. I'd like to hear who's handling it at Moelis, and I'll talk to them directly because I know a few of them. This is unsustainable, guys, and you keep on kicking the can down the road, you know, snowing people in a great whitewash. Look, you're in a bubble here, guys. You know, you're a publicly listed company. Every month, every week, everyone can look at the discount to NTA. It's not just a discount, it's coming from the poor performance, the fact that the market doesn't rate you guys, it doesn't respect you guys, and that's why the discount's there. A question to Rob Luciano. Rob, why don't you cut the nonsense, cut the waffle? Why don't you just say, as Antipodes have done, as you know, Ellerston as, ALF, as Magellan, that you will give your long-suffering shareholders the right to access what they own, which is AUD 2.45 a share, rather than punish them, lock them in the cage, and leave them there at AUD 2.09. The only benefit from that goes to VGI, the manager, because it keeps its fund, keeps pulling out the fees. Every day you're doing that, David and Rob, you are punishing the people who trusted you, Rob, and they're getting pretty bloody angry, I can tell you. Question to you, Rob. Why don't you just let them out of the cage right now, mate? David, please don't shelter Rob. He's a big boy. He's the face of the company. It really is pretty pathetic governance when you take my initial question away from Rob, and you took Mal's question away from Rob as well. He's a big boy. He's getting big fees. He can answer the question. Well, I am chairing the meeting, David, but thank you. Thanks for the colorful tour there of your thoughts. That's great. Look, well, as I've said, but Rob can say it, we will be back to you next quarter. Rob, over to you. Yeah. Look, you know, appreciate the question. I feel like we've been through this many times, and certainly David has, and you've asked the same question with VG8. You know, the emails that you randomly sent went very quiet when the premium, when the discount narrowed a number of months ago. The discount's now widened because of some short-term performance. You know, you're clearly not interested in the underlying returns. We didn't hear you protesting about investors selling their shares at a premium to NTA for more than two years. Yes, we're at a discount as are a number of other well-respected fund managers who have listed investment companies. Our performance over recent period has not been great. We've talked about that, and I've talked about it a number of occasions. You know, we eat our own cooking here. We have a substantial amount of our own monies invested in both VG1 and VG8, and you're well aware of that. We also have very substantial monies invested in our unlisted funds, and we're well aware of when performance isn't fantastic. We're not a highly leveraged strategy. We're not a fully invested strategy, and you're well aware of that as well. To sit there and try and characterize it as a fully invested strategy or comparing it to an index, you know that that's not how we've ever invested. You know that's how we look at things. Those returns that we highlighted a number of years ago, or even in the prospectus, or we've talked about, they're accurate returns for our strategy since inception. We've never offered it as a forecast. We've said that's what we target, 10%-15% through the cycle. David, if you sat down with me as a prospective investor when we started 13 years ago, that's what our presentation said. We're targeting 10%-15% through the cycle. When we started during the GFC, and we didn't lose money during the GFC, that seemed like an acceptable return. You know, the reality is we are focused on this. The discounts did narrow, you know, a number of months ago. You know, we thought that we were finally moving towards narrowing the discount. That obviously hasn't happened. As a result, we're reassessing how to move forward. Very appreciative of your question and thank you very much. Thanks, Rob, and thank you, David and Malcolm. Again, thank you, guys. There's one here online, I think. Adam? There is. Thank you, David. Will VGI allow the statistics quoted earlier by the Executive Chair to be totally independently verified and offer a redemption option as now? Okay. Look, on the second part, as we've said multiple times, the manager will be reverting with what, if any, structural, recommendations it wants to bring to the Board of VG1 in the next quarter. On the first part about these numbers quoted, the NTA returns are independently verified by our external fund administrators and auditors, and we do take that very seriously. All of these numbers are verified down to the cent, and we publish them monthly to give everyone the full facts, and the NTA weekly. With that, thank you. Are there any other questions? No more online, no more phone. Okay. Well, with that, thank you all. We'll then move to the formal parts of the business. Sorry, I'll just get that up. Okay. I will now take each item and resolution in the order set out in the notice of meeting. Our meeting today involves firstly, tabling and reviewing the accounts and then three resolutions to be decided. While you're welcome to submit questions as we move through the resolutions, if you do already have questions prepared, please submit them now online. When writing your question, please state at the start of your question whether it relates to our financial reports or write the number of the resolution. As a reminder for those on the phones, please wait until we reach each item of business before registering for a question on that item. Please press star one to register and star two to cancel. As I mentioned earlier, we'll conduct a poll on all resolutions today, combining votes submitted before the meeting with votes that are cast online during the meeting. Since the polls are already open, if you would like to vote now, please do so. Alternatively, it is also fine if you prefer to only vote once we have discussed each resolution. I will also allow some time at the end of the meeting for you to finalize your votes. If you make a mistake or change your mind, please just select your preferred voting option and that will override your original vote. I note that Boardroom are the returning officers for today's meeting and will conduct our poll. Certain votes will be excluded in accordance with the Corps Act and the ASX Listing Rules. Proxy votes will be shown after discussion of each individual resolution. I advise the meeting that I will be voting all undirected proxies in favor of the resolutions as indicated in the notice of meeting. We'll advise the ASX as soon as the results are determined, which should be later today. Now turning to the first item of formal business, which is the tabling of the financial statements, the director's report, and the auditor's report for the year ended 30 June 2021. The company is required to lay before the meeting the last audited financial statements and reports, which were released to the ASX on the 17 August 2021 as part of the company's annual report. No resolution on this matter is required. However, I now invite shareholders and their proxies to ask questions on the reports. Questions may also be asked of the auditors in relation to the conduct of the audit, content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. Are there any questions or comments on the financial statements and the report of the directors and auditors for the year ended 30 June 2021? I'll give you a few minutes. Are there any questions online or to register over the phone? Okay, thank you. Well, it doesn't seem we've got any there. Oh, sorry, David, please. Operator, I think David Kingston's got a question or a comment on this matter. David, please go ahead. Yes. Thank you. Look, question to the auditors. Look, you are meant to carry out your job to look at post-balance date events. One of my concerns with the chairman's address today is it covered the 1 July to 30 June year-end, but it happened to coincide with the great rebound in assets from the start of COVID till when COVID became relatively under control. The question to the auditors is, are you looking at post-balance date events? Do you believe the accounts should have commented formally on post-balance date events? Because by my calculation, and this is to the auditors, there is a deficit between market value and the NTA as at the end of October of AUD 140 million. I'm surprised the auditors have not required the very poor post-balance date performance of VGI manager and the huge discount, 15% discount to be noted as a post-balance date event. Auditors, can you comment why you're allowing that omission to occur? Scott? Thank you for the question, David. Yes. Our audit process is to consider post-balance date events up to the date of signing. We, you know, consider those matters that the company should consider, including in the accounts. The markets move, you know, daily, as you know, and, you know, they are presented at fair value. I don't think, at the time of signing the report, the movement in the value of the portfolio was considered something that warranted separate disclosure. Thanks, Scott. Adam, do we have anything else online? Or operator, do we have anyone else on the phones, please? You have a follow-up question from David Kingston. David, please go ahead. David. Look, Scott, I'm shocked at your response. We've heard Robert Luciano, the face of the company, say that the performance has been very poor since 1 July. David Jones, the eloquent David Jones, has got an answer for everything. He's said that as well, and yet, Scott, you are ignoring a major decline in performance after balance date. That decline, Scott, has accentuated the pain for the long-suffering VGI shareholders because as Robert Luciano explained, the discount has widened back out again as the rating of the company has gone down. Look, auditors tend to have a comfortable relationship with companies. They're not necessarily gonna challenge them on everything. Scott, this is incredibly clear-cut, and I think the accounts are deficient, and I think you've been culpable of allowing a serious omission from the accounts. David, that sounds like a statement more than a question. Scott, would you care to comment there on David's statement? Yes. Yeah, I'll just go back to the same comment. Look, all I can say to David is, you know, we considered the situation at the time of signing and the presentation of the accounts, and I don't believe there was any requirement to disclose the movement in the portfolio value. Thanks, Scott. Now looks like we've got one online from a name I recognize, McComas Capital. What was the value of associated party transactions in the accounts? Ian, our CFO of the manager, can you handle that, please? Sure. Thanks, Malcolm. The value of the associated party transactions and related party transactions is clearly set out in the notes of the accounts. I'd just like to refer you to note 16 of the financial statements. It's clear in there what they are? Okay. Yes. Okay, Ian, thank you. Well, Malcolm. Yeah, right. They are all clearly laid out there. Malcolm, note 16, Ian's referring to you there. Thank you. Are there any further questions or comments or anything on the AGM? Okay. We've got one more here from Seco Nominees. Do you wanna read it out? Sure. The question is that invested shareholders do not go to the ASX to access their entitlement, so why does the company not send the annual report to shareholders when the manager is taking a performance fee of AUD 50 million? It can afford some postage. If any shareholder would like a physical annual report, we would be delighted to send out more than one copy to Seco or anyone else. Just in this day and age of ESG and various things, we ask people to elect to do everything online to save paper and physical costs. We have printed copies here, and we will be delighted. If that shareholder could send through their details, we would be delighted to send them through some copies. Sorry, thank you, and they can elect at Boardroom online. If you just change your preferences online through our registry portal, you'll be able to elect to get a physical copy. We have another online question submitted here, which is for Scott, please. What is the dollar value difference in NTA between 30 June and date of signing? I'm not sure if you can help Scott or not. Scott, I'm guessing you might not know that off the top of your head, but you know, and please comment, but you know, the manager can obviously provide that information to you should you wish. Scott, please. Yes. Certainly, I don't have that at hand. Okay. Thank you. Okay. Is there anything else on this first matter? There are no further telephone questions. Okay. I think we're done online too. Okay, with that. As there are no more questions, we'll now move to resolution one, the adoption of the FY 2021 Remuneration Report. Under the Corps Act, listed companies are required to include, as part of their director's report, a remuneration report. The remuneration report is included in the company's annual report. The Corporations Act requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on matters included in the remuneration report. Given the vote is advisory only, it does not bind the board or the company. However, the board will take the outcome of the vote into account when considering future remuneration decisions. Shareholders should note that if 25% or more of the votes cast on this resolution are against adoption of the remuneration report, the first element of the board spill provisions, known generally as the two strikes rule, will be triggered. This will require a resolution on whether to hold a further meeting to spill the board to be put to shareholders at the 2022 AGM if a second strike was to occur at the 2022 AGM. At this point, I think it's worth noting that VGI Partners, the manager, and I touched on this earlier, pays the bulk of VG1's operating costs, including the cost of this AGM. This is a central plank of the VGI Partners philosophy of alignment. As a result, VG1 only bears the cost of its three independent directors and directors and officers insurance. For independence reasons, the manager is not legally allowed to pay for those expenses. The board recommends that shareholders vote in favor of adopting the FY 2021 Remuneration Report, and I'll now move this resolution. Could shareholders or proxies with questions regarding Resolution one, please submit online questions if you have not done so already. For those on the phone, if you have a question on Resolution one, please register now. Once again, I will allow for a few moments for you to enter your questions. Okay. Before I put the rest of the meeting, I will show the proxy votes on the screen. I see an online question there from Malcolm. We're just putting that up now. You should be able to see that on the webcast coming through now. Please sing out if you don't have them. If you're a shareholder or proxy holder and eligible to vote online, could you please now complete your vote? I'll just pause for a bit to allow people to vote there. Okay, we'll now move to Resolution 2. Given this item relates to me, I would like to invite my fellow director, Lawrence Myers, to conduct this part of the meeting. Lawrence. Thanks, David. We will now move on to Resolution 2, the re-election of Mr. David Jones as a Director of the company. Mr. Jones is retiring by rotation and being eligible, is standing for re-election in accordance with Rule 6.7 of the company's constitution and ASX Listing Rules 14.4. Mr. Jones's details are set out in the explanatory memorandum of the notice of meeting, and they are repeated here on the slide. In summary, Mr. Jones has more than 30 years’ experience in investment markets, the majority as a General Partner in private equity firms, and prior to that in general management and management consulting. Mr. Jones has been a board member of numerous private and public businesses, including a number in the wealth management sector. In 2021, Mr. Jones was made a Member of the Order of Australia for significant services to the museums and gallery sector and to the community. Mr. Jones was first appointed as a director of the company on 9 June 2017. Mr. Jones is also a director of VGI Partners Limited and VGI Partners Asian Investments Limited. The Board, with Mr. Jones abstaining, supports the re-election of Mr. Jones as a director. I now move that David Jones be re-elected as a director of the company. Could shareholders or proxies with questions regarding Resolution 2, please submit those now. I will give you a few moments to enter your questions online or to register on the phone. Do we have any questions on the phone? There's nothing on the line, Lawrence. On the phone, do we have anything? You have a question from Malcolm McComas. Malcolm, please go ahead. Thanks. Hello again, Lawrence. I did not see the proxies lodged, the votes lodged for Resolution 1, the Remuneration Report. Could you please read them out before we move on to my question? Yeah, sure. Put them back up on the room screen. Sure. I didn't see it. I can't yet see the votes for David Jones re-election either. Yeah. No, good point. Let's go back to the proxy votes for Resolution one, please. Could we do that? Do we have to? Operator, would you mind going back to the previous slide? Slide 11, I think. I think it's slide 10, actually. Oh, sorry. Go back further. Slide 10. Got it. Thank you. Thank you. Let's just read those out to be clear. Yeah. Just hang on while there's a lag, too. Okay. In favor, proxies voted in favor or for the Remuneration Report for 2021 were 53,201,480 shares representing 93.7%. Okay. Do you now wanna move on, please? Please. Just check, Dave. Malcolm, can you see that on the screen? Well, no, I can't, and I've been refreshing it all the time. I can now see the Let's just actually wait for. I can now see page 11, but I can't see. Here we are. We've got page 10 up here. Yeah. It's just there's about a 30-second lag. Sorry about that. Okay. Well, we need to take that into account, going forward because that's the material point for discussion. Thank you. If we could go back now to, the resolution for David's election. Sure. Lawrence, my question is directed to David Jones. David, to be frank, you shouldn't be standing for re-election. A lot of shareholders have communicated to me that you should be standing down. You've been invisible at VGI since the news of that so-called side hustle moving back to private equity was published in some magazine and papers. You're also clearly not an independent chair, as we know. In fact, you're on the manager's payroll. We can reasonably assume that you report to Robert Luciano, he pays your salary on all issues. VG1 shareholders deserve an independent chair like Lawrence, one that will be proactive and take it up to Rob, the manager of VG1, about performance, structure, and the discount. The worst in class discount. You are totally compromised, to be frank. Under you as chair, you know that VG1 shareholders had a 3.4% return against share price since inception four years ago. Frankly, in relation to Robert Luciano's previous comments, the years of premium are behind you, and they're irrelevant to a shareholder exiting today. We're just looking to actually achieve value today. You have paid your employer big fees for terrible performance relative to your forecast, 10%-15% over five years or more, or whichever way you want to define it. I suggest you've got zero chance of meeting even that low end of the forecast, and I don't know why you persist with this representation through every piece of published literature. Finally, are you gonna stay or do the right thing and move on? If you answer that by saying you intend to stay, should we expect you to be staying on the board for the whole of your term? Does your side hustle moving into private equity preclude you from staying on the board? Please be frank. Thanks, Malcolm. I always try to be frank and delighted to be. So I do intend to stay. I am standing as per the resolution, and I intend to stay for the full term. I should be very clear, and as you commented on during that comment, that I have never represented that this was an independent role and that I was affiliated with the manager. I think it's important for you to note that many, if not most, if not virtually all LICs, have representatives from the manager on their Board, and we do, too. I am one of those representatives of the manager, and that is very common. It's very hard to name a LIC that has none. Most of them do have people from the manager on their boards. Finally, I would just say that I am very aware of my duties and responsibilities, and as I said earlier, our single duty on this Board is to act in the interests of shareholders of VG1 solely, and that's what we do. Thanks for that, Malcolm. Sorry, Lawrence, you're driving this bit. Okay. I saw an online question before. Sorry, that was just asking if someone was requesting David to speak to his appointment, which I think he's just done. Okay, good. Are there any other questions by phone or online? You have a phone question from David Kingston. David, please go ahead. Yeah. Hi, again, Lawrence. Bearing in mind David's up for re-election, I'll address my comments to David. Look, David, you're a very charismatic and loquacious person. Comes from that illustrious MBA of yours at Harvard, and a strong career of 30 years, as Lawrence has said in finance. Look, you do come up with plenty of half-truths, David. The issue that Malcolm really was focusing on is that you are a conflicted Chairman. Conflicted Chairman, a massive conflict for all the reasons Malcolm said. This company has lost the ability to have an independent Chairman who can look after truly the interests of shareholders. You do conflict yourself, David, because you say that you've only got one objective, looking after the interests of shareholders. You conflict yourself and you say, "Well, where there's a conflict, I leave the room," as does Rob Luciano. You're really talking with a forked tongue. Also it's very disappointing, David, the sort of disingenuous stats that you come up with, the disingenuous lines you come up with when you then said, where the criticism is that the company has lost the ability to have an independent chairman. You come up with the comment that almost all LICs have a representative of the manager on the Board. That's correct, David, but that's not the issue. You are Chairman of the company. The chairman has special powers, special role, and that role is being destroyed by virtue of the fact that you are chronically conflicted, David. I don't think you answered the question frankly, as Malcolm asked you to, and you said you would. I think you provided a fairly disingenuous response, but that's a comment. Look, coming back to your 30 years of experience, David, and you, me, and Malcolm, and Doug Tynan, when Doug was still on the board and who knows why he's left the board, we had a meeting or two, a couple of meetings in March or April this year. You said to us that you were absolutely in total agreement that the discount was unacceptable and had to go. Here we are seven or eight months later. The discount's there. It's just as bad. In fact, in VGI case, it's even worse. Here's a guy who is a conflicted chairman, who's got 30 years of experience. You certainly got the brainpower, David, to get cracking. You told Malcolm and I, six or seven months ago that you had Moelis on board. Moelis have got the brainpower to get things happening if they want to, if there's no conflict. Seven or eight months later, all we get from you on the biggest single issue agitating, aggravating, shareholders, who you supposedly are looking after, David, all we get from you on the biggest single issue is we're still considering, options about how to address the discount. David, you know, you are a guy who is more than capable with Moelis of coming up with an outcome in two months, three months. Here we are, seven or eight months after Malcolm and I had a chat to you, which went nowhere because I don't think you were motivated to come up with the right solution because of your conflict. I'll certainly be asking the same question of Adelaide. I love Noel Whittaker, who is, you know, writes in the Sydney Morning Herald, and I think, Noel, you need to step up, Noel, and I'll certainly be asking some questions of you, Adelaide, when you're coming up for re-election in a number of minutes. David, the couple of questions for you, mate. If you were truly independent, if you had AUD 50 million of shares in VG1, but because of the horrendous discount, you were losing AUD 7.5 million of value, 15%. If you were truly looking after the VG1 shareholders that you frankly tell us you are, which I'm not sure that I agree with you, David, because if you were, I think you'd act much differently. Have you know, had a really earnest debate with VGI about dropping their fees? A lot of shareholders are angry about the fees. Have you had a really earnest debate with VGI, the manager, and sought legal advice from the illustrious ABL, who are on your payroll, about the possibility of terminating VGI as manager on the grounds that, you know, there's constructive termination here because the VGI that was originally appointed is a very, very different VGI today because there were three partners then. There's only one left. All this waffle about Howie. You know, Howie's an administrator. All these other people you've appointed, they're administrators and marketers. Three well-regarded funds managers, only one left. Arguably, there's constructive termination there, and you should look at terminating VGI. You know, have you debated with Luciano what's wrong with his management style? Why can't he work with Tynan and Poyner? Why did they leave? It's quite extraordinary. There's, you know, Tynan's still got, you know, 10 million shares in VGI, and yet he's that agitated that he's stepped down as a director. What's going wrong here? I also disagree with what you said before, David, about alignment. That's a classic motherhood line that VGI churns out in all its marketing stuff that really is misleading. There's no real alignment here. Rob Luciano's interests are in VG, VGI. He's got a couple hundred million bucks of stock there. His direct participation in VG1 and VG8 are dramatically lower, so there's no alignment at all. That's just nonsense. Look, David, you're a smart guy. I'm just concerned that you're massively conflicted. If you were really truthful to what you said is your objective, you've said it a couple of times today, David, that your singular objective as a Director, in fact, Chairman of this company, is the interest of VG1 shareholders. If that were true, David, why the hell has it taken you so long to come up with a simple structure, because there are many out there, that delivers proper shareholder value to the shareholders who are being punished by you as a Chairman, David? You know, here you're an Order of Australia. Well, you've done good work for the museums. What about looking after the shareholders here, David? What about giving them their money back? Because you're screwing them, mate. You're punishing them. My question to you is, David, you're a smart guy. You've had advisors on board for seven or eight months, at least. What's the delay? Is it the fact that the conflict means that you can't get approval to give shareholders access back at NTA? If that's the case, David, I will put to you, as I put to Lawrence Myers before, why don't you call an EGM? You don't need the manager's approval for this, and I appreciate you've got a conflict. Why don't you call an EGM to do a share buyback, a 50% or 75% share buyback at NTA? Because I can tell you, David, if you're an honorable bloke, if you're an Order of Australia and all that, do all this charity work, the shareholders are really angry with you, David, because you are depriving them. As Chairman, conflicted chairman, you are depriving them of access to their AUD 2.45. You're saying to them, my conflicts, or I don't know why you're doing it, David, but you are basically blocking incredibly simple restructures that many, many, many other companies have done that would enable these people to get AUD 2.45. As I said earlier on, this really is an apartheid system here, David. There have been references by you and Rob for the master fund, but it's an apartheid system. The master fund, they're first-class citizens. If they're unhappy, they can get out at NTA. You are punishing the shareholders of VG1, and it's incredibly unfair, and it's contrary to your assertion today that you are acting in their best interest, David. That's my question. Why haven't you got on and given them access to NTA, mate? Okay. David, thank you. I think I made it through that. The course ahead is quite clear. The manager is reverting in the next quarter with its thoughts on some of the matters that you discussed during that long commentary. I am standing for re-election now, and I am very confident in my ability to act in the interests of VG1 shareholders, as I've said. Thank you. We are running out of time. Sorry, Lawrence. That's okay. Can the moderator please take us through to the slide that shows the proxy vote, please, for David's election? Thank you. Just to be clear, we'll wait a few seconds just to let you take some time to update. Let's just give it a full 10 seconds or more, please. If you are a shareholder or proxy holder and eligible to vote online, could you now please complete your vote? The proxy voting position is 73,873,486 votes. That's 96.2% in favor of David Jones' re-election. I'll just pause for a few seconds and then we'll cast the vote. Thank you. I would now like to invite David Jones back to the chair to chair the remainder of the AGM. Great. Thanks, Lawrence. I am conscious of time here. Thank you. We're scheduled at 4:30 PM. We'll now move to Resolution 3, the re-election of Adelaide McDonald as a Director of the company. That'll be coming up on the slide there. Ms. McDonald is retiring by rotation and is standing for re-election in accordance with rule 6.7 of the company's constitution and ASX Listing Rule 14.4. Ms. McDonald's details are set out in the explanatory memorandum of the notice of meeting, and they are repeated here on this slide. In summary, Ms. McDonald has over 13 years' experience in corporate advisory and equity research. Ms. McDonald is currently an Executive Director of MDH Pty Ltd, one of Australia's largest integrated beef producers. In addition, Ms. McDonald has held roles as a director of KPMG in the mergers and acquisitions practice and previous roles at Wilson HTM and BDO Kendalls. Ms. McDonald has been a Director of the company since 1 July 2019 and is an independent director of VGI Partners Asian Investments Limited. The board, with Ms. McDonald abstaining, supports the re-election of Adelaide McDonald as a Director. I would now move that Adelaide McDonald be re-elected as a Director of the company. Could shareholders or proxies with questions regarding resolution three, please submit those now. I will give you a few moments to enter your questions online or to register on the phone. Before I put the resolution to the meeting, I will show the proxies up on screen if the operator could roll to page 16, and I'll just read that out. The proxies are for 74,502,729, which is 96.5% for the re-election of Adelaide. Now if we'll go back to, we've got an online question. Could Ms. McDonald please speak to her nomination and what she adds to the board? Adelaide, would you like to comment on your nomination or re-election, please? Yeah, sure. Thank you, David. Thank you for the question from online. As discussed in my brief bio, I have a background in corporate advisory and equity research. I have a strong understanding of equity markets and a Chartered Financial Analyst. I act as an Independent Director to the VG1 Board. I provide having experience in the equity and corporate market sectors, I feel that my experience is valuable to the Board and hence the reason I'm submitting myself for re-election. Thanks, Adelaide. David. Thank you, Adelaide. That's great. Could I just comment, Adelaide does make a meaningful contribution to our Board, and we would welcome her re-election, should shareholders choose to do so. Do we have questions on the phones, please, Bridgette? Oh, Bernadette, I'm sorry. You have a question from Malcolm McComas. Malcolm, please go ahead. Malcolm. Thanks, David. A question for Adelaide on her re-election. What expertise or independence and objectivity do you bring to the VGI Board? This is slightly different to the general couple of paragraphs you read out a minute ago. What expertise or independence and objectivity do you bring to the VGI Board for the benefit of VG1 shareholders? Please tell us in your own words about your background. Specifically, have you ever discussed or participated in a meeting of independent directors? I assume that's you, Noel Whittaker, and Lawrence Myers, that has discussed, for example, sacking VGI, the manager, given its four-year performance record and its clear inability to meet its prospectus forecasts. The size of the discount that VG1 trades at. I don't need to repeat that. You're well aware of that, I'm sure. Also any restructuring of VG1 to allow exit NAV or doing a substantial buyback. My final point is, do you have any relationships with Robert Luciano or the VGI master fund that might impact on your independence? Is it true that your family company has money invested in the VGI master fund? Was that a criterion for your appointment? Look, I'll just before Adelaide answers on what she can of that string of questions, I'll just make one important point. The prospectus did not provide a forecast. It provided a target return to investors over the medium to long term, which we said was at least five years. It's clearly written in the prospectus of 10%-15% after all fees. After four years, 30 June, the net performance at the portfolio level was 9.8%. Look, thank you to those series of questions. Adelaide, feel free to comment on those, if you would like. Thank you. Oh, thank you, David. Thank you, Malcolm. I will do my best to cover off on those questions because there's a few different things. I just want to touch on possibly the most important being that I have the background in corporate advisory and equity research. This is in my own words, and that is my expertise and skill set that I bring to the board, as well as being independent. In regards to your question of, do I have a connection with Robert Luciano? No, I do not. In regards to your strange question regarding my family having an investment in the master fund, any conflicts I had, I would have disclosed, but no, that is also not correct. I think you also touched on the discount, as has been discussed by both David and Lawrence and Rob. When we are presented by the manager with a full and complete report by the independent advisor, the Board will meet to discuss those issues, and if it's required, relevant and appropriate, the Independent Directors will meet to discuss any issues where that is necessary. I hope that covers off on the main points. Yep, that's great, Adelaide. Thank you. You did a nice job answering four questions when the sort of limit was two. I'm conscious it's 4:29 PM., but I can see some familiar names up on the phone thing. I wonder if, Bernadette, you might take the next question in the queue here, please. You have a question from David Kingston. May I suggest this may be the final question. Thank you. You have a question from David Kingston. David, please go ahead. Well, David, the protocol today is that there are two questions permitted on each item. I don't believe that's appropriate to curtail questions, David, because this is an important annual event and to handle it properly, I think you've got to stick to protocol, please. Okay, sir. Well, just try to ask one brief question then, not four like Malcolm just did. It'd be good, please, sir. Thank you. Okay, David. Hello, Adelaide. Nice to hear your voice. We have tried to communicate with the Independent Directors, but in this dictatorship that VGI seems to run, we have been unable to communicate with Lawrence or yourself or Noel Whittaker. That's disappointing because you are meant to be an Independent Director looking after shareholders' interests and ensuring that the inherent massive conflict of interest that exists here does not prejudice the interests of VG1 shareholders, which we believe it is. It's nice to finally hear your voice. We might try and actually arrange a meeting with you, Adelaide, because that's what independent directors are meant to do, where there's a big conflict of interest. Look, I'm glad to hear, Adelaide, that you've got a good background in corporate finance and equity markets. Like, clearly, corporate finance, corporate advice, one of the key issues is we're all aware of conflicts of interest and we're all aware of ensuring that they don't influence outcomes. You're in a very tricky position. You, along with Noel Whittaker, who holds himself out as a SMH commentator, and then Lawrence, we've heard from him today. He's a very robust personality. Yet you're the three independent directors. You then have a highly dependent chairman, David Jones, and then Rob Luciano. It's good you've got the relevant experience. Look, Adelaide, I've been on a number of boards. It's not easy to stand up to major shareholders or major contractual managers. You actually have to be pretty strong-willed. I have been concerned that you've declined to respond to any of our extensive communication. I presume that the manager has dictated that you not get involved, which is very, very disappointing because it's in my view, bad corporate governance, which I think pervades this whole company, even pervades the call today, where David Jones seems to take it upon himself to shelter various people from answering questions, which is disappointing, David. They're all paid directors. They can answer their questions themselves. David, we are running slightly over. Could you get to your question, please? Who's that? Is that David, is it? Yeah. Sorry, David. It's David Jones. We are running now late. Y-yeah. Could you get to your questions for Adelaide, please? I will, David. Look, the timeline is indicative, David. It's a once a year meeting. The company's deprived us from talking to the independents. Please, you know, run it properly, David, and allow the comments and questions to be made, which is something that you've said would happen. Look, Adelaide, the key issue I've got for you is you're in a very difficult position. Shareholders are being punished severely. They're not gonna get the right answer from David Jones because he's conflicted. Robert Luciano is conflicted. Really, the shareholders have to look to you and to your two fellow directors. I'm absolutely staggered, Adelaide, that as a genuine independent, that you are permitting the massively conflicted manager to undertake this supposed review with Moelis, the advisors. Like, it really is totally unacceptable, Adelaide, that you have abrogated your role there. You should be the ones, as the Independent Directors, who are directing the advisors. It shouldn't be the manager because of course the manager's conflicted. I'm just, you know, really shocked that you are permitting that to happen, Adelaide, and this thing is gonna blow up unless the shareholders get treated properly. There's a lot of very, very angry shareholders here, and really, I think the only way there's gonna be a proper outcome is if you step up, if your Sydney Morning Herald colleague steps up, Noel, who we've never heard from, and if Lawrence steps up. Lawrence, Malcolm raised the issue of his relationship with Luciano before, but hopefully Lawrence can step up. The question is, why, Adelaide, have you abrogated your role? Why don't you brief the experts so you come up with an outcome that resolves the problem of shareholder value? There's AUD 140 million missing here, Adelaide, and you as an independent are responsible for that money missing. There's a very easy solution. Convert it to an unlisted fund, convert it to a listed ETF, or do a major buyback. That's my question. Why are you abrogating that whole thing? Time is ticking on. Shareholders are losing money every day. Every shareholder who sells on the market is losing a lot of money, and the amount of money at stake is AUD 140 million. That's my question. Can you take control of this, Adelaide? Thank you, David. Firstly, in regards to your comments on stepping up, I'd just like to say that I actively contribute to the board, and if I didn't feel I had a meaningful contribution, I wouldn't be there. So, that's all I'll say to that comment. In regards to your comments, you know, around taking action, I presume you're talking about capital management. The independent directors will review information when it is provided to them, and we have now received a timeline of when that will happen. That will be the best way in which all the Directors of the Board can assess what the most appropriate path for VG1 will be going forward when we are presented with all the relevant information. I think that's been noted a number of times today. Thank you. Thanks, Adelaide. We have more questions here online, I think, Bernadette. Your next question comes from Malcolm McComas. Malcolm, please go ahead. Malcolm? David, good news. I'm gonna be really, really short. Thank you. I would like a specific answer from Adelaide on this issue. Have you ever discussed or participated in a meeting of independent directors to discuss the various issues I'm talking about of capital management, size of discount, size of fees, sales performance? Have you ever had a session? Um. Thank you. Malcolm, is it? Thank you. I don't think it's appropriate to discuss the specifics of what has or has not been discussed in a board meeting. Suffice to say that there is always rigorous discussion among the independent board directors, and I think there's been appropriate levels of discussion around these issues. Okay. Thanks, Adelaide. Bernadette, do we have any other questions on the phone? You have a final question from David Kingston. David, please go ahead. David. Thank you, Bernadette. All right, the lucky last. Look, Adelaide, you know, you're not quite answering my question, Adelaide. You're an intelligent woman. You've got good experience, so we respect and are pleased that you're sitting there as an independent on the board. Given your experience, Adelaide, I really am shocked that you are allowing a conflicted party with a massive conflict, Adelaide. How can you, as an independent director, sit back, wait another three months, allow the manager with a monumental conflict to prepare in conjunction with an advisor the various options for shareholders. Like, it really is extraordinary, Adelaide. Like, you know, shareholders are partly in this company because there's three independent directors. Lawrence and yourself and Noel. You know, heavily reliant upon you guys to ensure that the conflicts don't override the interests of the shareholders. You're up for re-election today. You've got all the right experience, so we welcome you remaining on the board, Adelaide. Please just give me a specific answer. How on earth can you sit idly by when there's AUD 140 million of damage, missing money? You're sitting idly by and abdicating your role to do the right thing by VG1 shareholders to the conflicted manager. It, to me, is appalling. The question is, why do you do that? Why don't you do it yourself? Why don't you get directly involved with those advisors? Why don't you run the process, Adelaide? Thanks, David. Again, there was a lot there. I guess to summarize, action is being taken, a report is being prepared. I believe that the Board, including its Independent Directors, are robust enough to be able to disseminate the information from that report and provide a decision or outcome or otherwise, that will be in the best interest of the VG1 shareholders. Thank you, Adelaide. Okay. Bernadette, do we have any other questions on the phone? There are no further telephone questions at this time, Chairman. Okay, no more online. Well, look, thanks to David and Malcolm for that. Now, I'm just gonna go back here to, we've shown the proxies for Adelaide, I believe. Look, I did read these out, but I will just do it again. It should be on the slide, and if it's not coming through now on the webcast, it'll be through shortly. But just to the proxies cast prior to the meeting, 74,500,279, which is 96.5% cast for the re-election of Ms. Adelaide McDonald. Look, with that, I'll pause if anyone needs to cast their final vote on that resolution three. With that, thank you. We've now addressed all three resolutions. In case you have not completed your voting during the meeting, I will now give you a few moments to finalize your voting. As I mentioned earlier, Boardroom, who are VG1's share registry, will conduct a poll via the online votes that you submit and combine those with the votes that were submitted prior to the meeting. I'm just gonna allow 20 seconds for the final votes to be logged, if anyone's still casting their votes. With that, thank you all. I will now declare the poll closed and formally charge Boardroom to count the votes. The results of today's AGM will be released to the market and made available on VG1's website as soon as possible, which should be later today. Just in closing, ladies and gentlemen, as there's no other formal business for the meeting, I declare this AGM of VGI Partners Global Investments Limited closed. Once again, I would like to thank you for attending today's meeting by webcast or dialing in on the phone. I hope that everyone remains safe and well and wish you and your families the best for the holiday season. We look forward to meeting many of you in person at future briefings and AGMs. By all means, reach out at any time if you would like further information or you have questions about our company. With that, thank you and good afternoon.
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