OK. Terrific. Okay, everyone, welcome. Good afternoon, and welcome. I will begin today by acknowledging the traditional custodians of the land on which we meet, the Gadigal people of the Eora Nation, and pay my respects to elders past, present, and emerging. My name is David Jones, and I'm the Chairman of VG1. Thank you for joining us today at our 2023 AGM. The company secretary has advised me that we have a quorum, so I'll declare the meeting open. The notice of meeting, which was sent to shareholders on the 30th of October, will be taken as read. I'm chairing today's meeting from Customs House in Sydney, and with me in the room are my fellow directors, Lawrence Myers, Adelaide McDonald, and Noel Whittaker. Also present are Ian Cameron and Candice Driver, who are our company secretaries. Brendan O'Connor, the CEO of Regal Partners, which is the manager of VG1, is here, and representatives of our share registry Boardroom. Our auditors, Pitcher Partners, are represented by Scott Whiddett and Aiden Evans. We're pleased to conduct today's meeting in a hybrid format, meaning that people can participate in person, online or over the phone. There'll be plenty of opportunities for shareholders to ask questions during the meeting. Please refer to the meeting materials distributed to shareholders for information on how to participate, and I'll run through the key points shortly. Now, turning to today's agenda, as shown here, given that the portfolio manager's webinar was held just a few weeks ago, today's meeting will be focused on the key items in the notice of meeting. I will firstly give a short introductory address. We'll then move on to the resolutions, where I will take questions on each resolution. Following this, there will be an opportunity to ask general questions, and we will then collect the votes. Once we formally conclude the AGM, we will host light refreshments for shareholders in person here, and please note that the RG8 AGM will follow shortly there afterwards. Now to all of the mechanics of voting, and I'll try to belt through this as quick as I can. For those in the room, when you registered today, you would have received one of three colored cards. Blue cards were given to shareholders who have not submitted proxy forms prior to the meeting or proxy holders. Blue card holders can therefore vote on the resolutions being put forward. You're entitled to ask questions when prompted throughout the course of the meeting. Red cards were given to shareholders who have submitted proxy forms prior to this meeting and therefore cannot cast votes during the meeting. You are also welcome to ask questions when we reach the relevant parts of the meeting. White cards were given to non-shareholder guests who cannot vote or ask questions during the meeting. You can complete your voting at any time during the meeting. Just make sure that you give your card to one of our Boardroom representatives before we close the voting at the end of the meeting. In terms of asking questions in the room, when we reach the relevant sections of the meeting, we'll ask people with questions who have a blue or red card to make their way to the microphone and show their card before asking their question. 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 those of you who have logged into the webcast with your username and passwords, you'll have the opportunity to submit questions online as well as vote on the resolutions. If you have already prepared a question, please submit it now, and we'll aim to answer it at the appropriate stage. If your question relates to a specific resolution or the financial report, please state the resolution number or reference the financial report at the start of the question. All other questions will be considered during the section for general questions. If we receive multiple questions on the same topic, we may group these together. Again, depending on time and the number of questions, we may also need to limit each shareholder to two questions or comments per item of business. With regard to online voting, to give you ample time to vote, we are going to open the polls now. This means you can submit your online votes at any time between now and when we close the polls at the end of the meeting. If you change your mind about any vote, you can also override your original online vote between now and when the polls close. For those of you who have logged into the webcast as a guest, you will be able to view our webcast, but not submit questions or vote. Finally, for shareholders who have joined over the phone, this is indeed a multi-dimensional enterprise. 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 question is very different to the webcast. For those on the phones, please do not try to register for any questions or comments yet, as we will only open the phone lines when we reach each item of business. So when we arrive at the first item, we will ask if you want to 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 move to the next item of business and repeat the process. Please do not register to ask a question for an item of business until we reach that item, so we can give all shareholders a reasonable opportunity to ask their questions. Once we have answered a shareholder's question, we will move to the next person in the phone queue. If you have additional question or comment on that same item of business, please press star one to register for the queue again. For other people on the phone, that is, guests and shareholders who have not provided their passcode to the call center, please note 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, so it may be simpler to use the webcast for the sound as well. You will note that you will not be able to vote over the phone. I hope everyone got all that. We'll have an exam on that later. With those procedural matters handled, I will now deliver my formal address. Ingrid, are you happy I haven't buggered that up? Okay. All right. That's complicated. Okay. Very complicated. Okay, this is my chairman's address, which we released to the ASX this morning. On behalf of the Board of VGI Partners Global Investments Limited, I would like to welcome all shareholders to today's annual general meeting. We thank you for your support of VG1. Regarding today's meeting format, as many of you will be aware, the VG1 investment team and Phil King provided a detailed portfolio update by webinar a few weeks ago. I hope you all had the opportunity to watch this, but for those who missed it, there is a replay available on the VG1 website. Given this recent portfolio update, the focus this afternoon will be on the formal business, as set out in the notice of meeting, and I will keep my opening remarks relatively short to ensure we have plenty of time for shareholder questions. Turning firstly to a review of FY 2023. In the 12 months to June 2023, the company reported a net profit after tax of AUD 53.8 million, representing earnings per share of AUD 0.151. This outcome was achieved in a year of heightened inflation and sharply rising interest rates, both of which can be challenging for equity markets. Against this backdrop, the company delivered a net portfolio return of 13.9%. Pleasingly, VG1 shareholders also benefited from a reduction in the discount to NTA and received a total shareholder return of 17.3% over the year. This metric takes into account the increase in the share price and dividends, and is before including any benefit from franking. With regard to the portfolio return, it is important to keep in mind that this was achieved with an average net exposure of 59%. The relatively low exposure reflected the portfolio's cautious positioning in the first half of the financial year, when the portfolio had an average net exposure of 47%, and was during a period when share prices of technology stocks were particularly put under pressure. Many, many key global and U.S.-based indices re-recorded returns in the low single digits or even negative returns during this period. In a rapid reversal of events, global indices rebounded in the six months to June 2023, and the investment team quickly repositioned the portfolio for this change of conditions, with the portfolio returning 19.7% in the second half of the financial year to June. During FY 2023, two dividends were paid, comprising a 73% franked dividend of AUD 0.045 per share in September 2022, and a fully franked dividend, also of AUD 0.045 per share, in March 2023. These dividends were in line with the company's announcement in August 2022, that its dividend policy would target a dividend of at least AUD 0.045 per share every six months. It is also worth reiterating at this point, that a key benefit of VG1 being a listed investment company is its ability to smooth its dividends. This is because a listed investment company, unlike a unit trust, can choose to allocate undistributed profits to a profit reserve, out of which future dividends can be paid. As at June 30, 2023, the company's profit reserve was AUD 242.3 million. Due to this strong position, the company declared a final fully franked dividend for the second half of FY 2023 of AUD 0.05 per share, which was paid in September of this year. Following this, in October, the company formally increased its dividend payout target to at least AUD 0.05 per share every six months. We've received positive feedback from shareholders on this updated dividend policy, especially given the current economic climate, where many people are seeking investments that provide a regular income payment. The new annual dividend rate of AUD 0.10 per annum represents a net dividend yield of 6.3% at yesterday's closing price, or 9.0% gross yield if those dividends are fully franked. After adjusting for the payment of the recent dividend, the profits reserve is now just over AUD 225 million, equivalent to approximately seven years of coverage at this new six-monthly dividend rate of AUD 0.05 a share. On the subject of capital management, in FY 2023, the on-market buyback was also very active, with over 33 million shares purchased for approximately AUD 50.2 million. A further 14 million shares have been bought between the end of June and today. This represents a total of 81.2 million shares, or approximately 20% of VG1's capital, that has been acquired and canceled since VG1's buyback was initiated in mid-calendar 2020. The Board continues to support the buyback program on the basis that it is accretive to shareholders when conducted at a discount, and provides additional liquidity to those seeking to trade. On the second of August, the company announced the renewal of the on-market buyback for a further 12 months, and later in today's meeting, we'll be seeking shareholder approval for a resolution to increase VG1's buyback capacity from 10% to 25% for the next 12 months. Now, turning to corporate aspects. Many of you would recall that VG1's investment manager, VG, VGI Partners, merged with Regal Funds Management in June 2022. This has been positive on a number of fronts, and it has been particularly pleasing to see VG1's strong portfolio performance of 13.4% for the year to October, because this occurred after the team completed a thorough review of the portfolio in mid-2022, after the merger, and made a number of changes to some long-standing positions. As stated at the time of the merger, one of the benefits of joining with Regal was that it would allow the VGI team to access and collaborate with Regal's sector and regional specialists, such as their analyst team in Singapore. This collaboration has continued to deliver positive benefits, enabling VGI's team to increase the number of stocks under consideration and diversify the portfolio into areas where Regal has particular expertise, such as healthcare and energy-related industrials. Regal has continued to broaden and strengthen its global equities capabilities, including recently announcing the acquisition of specialist global long-short equities investment manager, PM Capital. We've also seen an improvement in the performance of VG1's short portfolio. This was clearly evident in October, when the MSCI World Index fell 2.9% on a net basis, but the VG1 portfolio rose 3.4%, with shorts adding materially to the return. This increased depth of capability and broader diversity of investment team members has benefited shareholders well, as most recently evidenced by the smooth transition of investment responsibilities during our VGI's Chief Investment Officer, Robert Luciano's sabbatical and subsequent departure. Further, VG1 and the VGI investment team have also benefited from Regal's experienced distribution and marketing team, which continues to expand, as well as Regal's operational, trade, and risk management support. In particular, as it was pleasing to see that one of the earliest steps in the integration after the merger, June of last year, was the rollout of Regal's proprietary IT and trading systems to the VGI Partners portfolios, enabling management to access a firm-wide view of portfolio attribution and risk management metrics, and providing additional data for the investment team to assess performance, conduct back testing, and assist with portfolio construction. In terms of closing VG1's discount to NTA, we continue to believe that investment performance, shareholder engagement, and capital management, including the dividend policy and buybacks, are all key, and we note that the manager is continuing to focus on delivering in all these areas. We're also aware that shareholders are always keen to see that the manager is aligned with them. And note that entities and funds associated with Regal Partners and Phil King, on a combined basis, became a substantial shareholder in VG1 in August, with a stake of approximately 6.4%. I hope this helps to demonstrate to VG1 shareholders that the Regal team is very focused on achieving alignment, and that everyone is very motivated to increase both the company's net tangible assets and its share price. In closing, I would like to acknowledge a number of people. Firstly, on behalf of the Board, I would like to thank Robert Luciano, who established VG1 in 2017 and VGI Partners back in 2008. Robert has clearly dedicated many years to the broader business, and we thank him for his contribution to portfolio management over the years, including the challenging period of the COVID pandemic and the macroeconomic events that followed. We wish him well for the future. We also thank the investment and operating teams at VGI Partners and Regal Partners for their ongoing stewardship of our shareholders' wealth. Finally, we thank our shareholders. We understand there have been some challenges over the years, but hopefully you can see the progress that has been made in the last year. As mentioned, the team is very aligned with you, our shareholders, and will do their utmost to deliver the best possible outcome. So thank you. So with that, that concludes my opening remarks. We'll now turn to the formal business of the meeting. I will take each item and resolution in the order set out in the notice of meeting. Our meeting today involves tabling and reviewing the accounts and five resolutions to be decided. In terms of logistics, when we reach the point for questions, we'll start with online from the webcast, then questions over the phone, then questions from the room. For those online, please remember that you can submit your questions at any time during the meeting. Please just type clearly at the top of your question, the number of the resolution it is about, or whether it relates to our financial reports or is a general question. Noting we will cover general questions after the formal business. As a reminder for those on the phone, 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 during the meeting, both in the room and online. Since the online 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 after we have discussed each resolution. I will also allow some time at the end of the meeting for you to finalize your votes. For those voting online, 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 we will conduct the poll. Certain votes will be excluded in accordance with the Corps Act and the ASX listing rules. The proxy votes will be shown after discussion of each individual resolution. I advise the meeting that I'll be voting all undirected proxies in favor of all the resolutions, as indicated in the notice of meeting. As the results of the poll will not be available before the meeting closes, they'll be released to the ASX and made available on our website later today. With that, we'll turn to the first item of formal business. The company is required to lay before the meeting the last audited financial statements and reports. These were released to the ASX on the 15th of August, 2023, as part of the company's 2023 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 be asked of the auditors in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. So, as I said earlier, we'll start with online questions, and Rebecca Fesq, the Head of Client Business and Strategic Partnerships at Regal Partners, to read out any questions if they've come through, online. Thanks, Rebecca. Thanks, David. We haven't had any questions come through online as yet. If we can just turn to the operator to see if there's any questions on the phone. There are no phone questions at this time. Right. Excellent. So any questions from the room, please, on the financial statements or the audit? Malcolm, do you want to grab a microphone? Hi, David. Financial performance for FY 2023 of AUD 53 million bucks looks superficially impressive compared to last year's massive loss of AUD 192 million odd dollars. Hopefully, you'll be able to smooth that under the guidance of Brendan and his team over the next coming years. But looking a bit deeper, it's probably no surprise to anyone here that the total operating profit of VG1 over the last five years is a tiny AUD 19 million dollars. That's extraordinary. Who would have thought that VG1 would fail to deliver on its prospectus promises of 10%-15% per annum? Words that were only removed recently from VGI's marketing material. David, the taint of that specious claim is going to follow you and Luciano and your fellow directors for some time to come. Over the same five-year period, NTA has fallen 17% from around about AUD 2.40 to under AUD 1, under AUD 2, including some dividends, I appreciate that. On last week's NTA, it's 18% down over five years. Since inception, VG1 has returned a tiny 2.3% per annum, your numbers. Shareholders who paid AUD 2 in the IPO in 2017 have had to rely on some recent dividends and a couple of years of modest buybacks to prop up their returns. Shareholders have been badly misled here, and you and your fellow directors and your managers stood by and said: "Well, discount's just a feature of LICs, and the good performance will reduce the discount." The reality is that the discount has been sustained and the performance hasn't come close to market indices. Chronic discounts of 18%-20% are not good. They're depriving shareholders, in this case, of around about AUD 125 million of their money, which they could bank if you and your Board had done the right thing and restructured VG1 to allow for redemptions at NTA. Lawrence, am I troubling you on a phone message or something like that, or are you listening to this? Paying acute attention to- Oh, very good. Everything you're saying, Malcolm. You should please continue. Well, you've heard it before? Many, many times. Go ahead. I've heard it. I've stood up at the three AGMs and repeated that simple message every year. But you've always known better. You've chosen to ignore the issue, and the discount remains, coupled with some relatively poor performance. So that's possibly the worst nightmare of an asset manager. And the only active capital management initiative you've taken over five years is to buy back shares on the market and bump up the dividends, which I acknowledge. So far, you've bought back 17%, and if the proposed 25% buyback is approved today, you'll have shrunk the capital of VGI by something in the order of 30%-32%. That 1989 movie, Honey, I Shrunk the Kids, comes to mind here, where Rick Moranis played that amazing character, Wayne Szalinski. That's an extraordinary admission of failure, in my opinion. VG1 is the LIC that will eat itself to death. Sadly, it's a slow death, marked by sustained discounts, high fees, poor performance, and no apology or contrition from the Board, which is disappointing. Yet the discount remains. Since the buyback was announced, the discount has pushed out a few more points to 20% worst in class. LICs are a failed business model, in my opinion, unless, of course, you're a manager of a LIC. Numerous other managers have been honest with their shareholders in recent years and have restructured to allow shareholders to exit at NTA. The only reason you probably haven't done so, I suggest, is that it will reduce the fee income to Regal Partners, the manager and your former boss. We've spoken out about the failures of VG1 for nearly three years to try and convince you to change the business model. You've sent lawyers in to bully us, you've publicly rejected our claims, you've blocked our emails and phone calls, yet you've done nothing to give shareholders the opportunity to cash in on their missing AUD 125 million of value. Their money, not yours. So I'd like to hear something new from you this year, David, not the same old rhetoric. And specifically, what process did you go through, if any, to select a 25% on-market buyback? And what reasons do you have for not proposing a more substantial buyback of, say, 50% today, assuming you want to retain the LIC structure? And the second part of that question, David, is in response: Could you please talk about the process you went through to make this capital management decision, and did you take external advice, and if so, from whom? That's the question. Thank you. Thanks, Malcolm. As you would expect, I have a differing view on many of those matters during that commentary. We are very focused on this Board of the LIC, on capital management and on seeking to improve the discount. The major thing, as we discussed last year, is the merger, and it occurred, as you know, in June of last year. So what's that? 18, 16 months ago, and we've started to see the results. I've had them up during my comments. A 13% portfolio return and a 17% net shareholder return for the period to June. And as I said in my comments, it's been a similar one through the 12 months to this past October of around 13%, in spite of very choppy capital markets, as we've seen massive global tightening and hence equity market premium, particularly from the U.S., essentially evaporating. So as a Board, we're very pleased with what the manager is doing. We're very pleased with the outcome of the merger, and we're excited about the future of the manager and how the manager is evolving, as I've touched on. If someone could, i f you guys can mute your phones, please. And so, Malcolm, we're, we are very excited about the additional expertise that we're able to bring to the portfolio management here. You're not, you're not checking your emails during my answer, are you, Malcolm? Just so I thought I'd confirm that. And so we are excited about what's coming in terms of portfolio management here. We've seen a very rough 18 months in equity markets, and our performance has been solid. So we're pleased with the merger, and as I said during my prepared remarks, there are three parts to our program. One is, and firstly, and most importantly, is in investment performance. Secondly, it's about shareholder engagement, and Rebecca and Rob Saunders and the whole team under Brendan, they have an excellent IR team. And then thirdly, it is around these capital management initiatives. As you'd expect, Malcolm, I'm not prepared to share exactly what the Board did or didn't deliberate and, you know, everything we sort of went through, but we have thought this through carefully, and it is another thing in our armor. It's not to say we'll use all 25% at all. We've just found that over the last year, in the what's commonly called the 10/12 rule, we were hitting against the ceiling. So we thought, "Let's just give more capacity, and we shall see."... But so that's our approach to the buyback. Just to follow up on that, if I may. I specifically asked what were the real triggers to suggest 25% and not 50%? And quite frankly, the 10% buyback over 12 months really had no impact on shrinking the discount. No. It hasn't budged. And we've seen that in numerous other situations. 25%, there aren't that many. 25%s, let's see how it goes. But Saba recently, in another U.K. fund they're a major investor in, said exactly that, "25% is not enough. We want 50%." And I'm sure they've had discussions with you. I might ask you directly whether they've shared that advice with you on this particular occasion. So is that, is that the question? That's one question. Yeah, well, In response, the second part of the question I had for you previously, which you also declined to ignore, decided to ignore, was: Did you take external advice, paid external advice, independent consultant advice, apart from asking Brendan what he thought? Well, as I said a minute ago, I'm not prepared to divulge what the Board or has or hasn't done and who we've spoken to and who we haven't spoken to. What I'll do is I will repeat. The Board has had a thorough discussion about this. We have taken this very seriously in discussions with the manager, and we've been hitting the ceiling on the 10/12 rule, so we thought, "Let's increase the capacity for that mechanism." So... And, look, with regard to various shareholders, shareholders move up and down the share register. I do know the Regal IR team has been talking to many of them. I will speak to any of them if they are interested. In your opening comments, I haven't blocked my emails. You still have my phone number. No, you said- So, you know- All right. Well, no, no, no. No, we, we all can choose how we wanna approach this. So, so that's, that's where we're at. That is a statement that the Board did not seek independent advice on the size of the buyback or any- Malcolm, you can conclude whatever you'd like to conclude. Thank you. Are there any other questions? How could I guess? Mr. Kingston. Good afternoon, David. Good afternoon. Adelaide and Noel. Good to see Noel here today. Look, I endorse totally Malcolm's comments. I think they were well expressed, totally independent of mine, but a little bit of overlap, but a lot of different perspectives that I would like to raise with the shareholders today. Yep, my name is David Kingston, K Capital. To be frank, David, the VG1 pantomime continues, or maybe it's better to describe it as a circus. I agree with Malcolm. VG1 is a flawed investment vehicle with very bad performance since inception and a toxic market rating. Another misleading chair address today, David, that ignores the elephant in the room. Malcolm says AUD 125 million. I'm generous. I said, I'll say AUD 120 million discount to NTA. It's a lot of money, David. It barely cracked a mention in your summary. I'd like to focus a bit on David. The notice of meeting states that you are not independent. We also know that you used to be an executive of the manager, and you were on its Board until May 2023. So it seems, David, you are dependent on the ongoing largesse of the manager, Regal. Thank you, Brendan. Certainly, you seem to have a large conflict of interest, David, and your ongoing hypocrisy is astounding. I sort of sense, David, you've got a split personality. Maybe a schizophrenic, maybe bipolar. Should I lie down on the couch, David? Yeah, look, as you said to Malcolm, whatever you choose. But look, why are you schizophrenic or bipolar or split, split personality? You've done a fantastic job, David, in maximizing the fees of Regal, the manager. Congratulations. Well done. Hope you're happy, Brendan. But in contrast, the other side of the coin, you've done a terrible job in optimizing the interests of the shareholders you owe a fiduciary duty towards. I've had the pleasure of meeting you on several occasions, David. You certainly are not a dumb guy. You worked in the private equity arena for many years. I think you went to Macquarie, which is certainly a money-making machine, and you were educated at Harvard, and you also obtained an MA, an AM, sorry. I'm not sure what you got that for, but I doubt it was from services to VG1 shareholders. I think you'd agree, David, that private equity would not tolerate the outcome that VG1 has delivered shareholders since its inception six years ago... and you were a signatory to the prospectus. You've been Chairman since day one, I believe? Yep. So you've got a lot of blood on your hands, David. It is really sad and disturbing. There are so many positive initiatives you could have taken to fix the mess. You know, we pointed that out to you. Malcolm and I pointed that out to you a couple of years ago. You ignored it. But many other directors of other LICs have adopted those approaches to properly look after their shareholders, but you haven't. David, VG1 isn't a charity benefit fund to keep feeding huge fees to its manager, Regal. Your role is clearly, if you move aside your conflict, to ensure shareholders are properly looked after. In my opinion, you have failed miserably. So let's look at the facts, not the glossed-over chairman's address. What have you delivered as chairman in the six years you've been chair of the company? What have you delivered for the shareholders that you owe a legal fiduciary duty towards? As Malcolm pointed out in the IPO prospectus, VGI targeted a 10%-15% return. Its performance relative to that is a disgrace. Since inception, six years ago, pathetic portfolio return of 2.3%. But David, and I'll also include you, Lawrence, you've been there for ages. So have you, Adelaide. So have you, Noel. If you adjust for the discount to share price, you know what you've delivered, you and the Board have delivered? A fat zero. Zero! Unbelievable. As well as the abysmal portfolio returns since inception of 2.3%, the toxic rating means it's trading at the AUD 220 million discount to NTA. But don't worry, the schizophrenic David seems to be happy. He actually used the word excellent and excited before, on a number of occasions. Shareholders aren't excited, David, I can guarantee you that. But in financial year 2023, VG1 has paid another AUD 10 million annual management fee to Brendan, Brendan's company, the manager. 1.5% per annum to Regal. The only consolation of the terrible results is the usurious 15% performance fee has not been paid to the manager. Why? Because there's zero performance. It's under the high-water mark. It really is grossly unfair that under your watch, the Board, the manager, has received huge fees, the IPO investors, the big donut. Maybe that comes from David's experience at Macquarie, which is renowned for the logo, The Big Donut. The IPO VG1 investors who entrusted their dollars to you and accepted the representation of each director on the Board, grossly misleading representation, about 10%-15% return. They've been slaughtered. Blood on your hands, everyone. Let's look at what's happening. It's not an investment company, it's a punting club. Rob Luciano's punting club. I think Paul likes a bit of trading, too. VG1's total share purchases for the year were AUD 2.1 billion, which compares with the shareholders' funds of AUD 700 million. Wow! It's not an investment company, it's a punting club. Let's look at the... I do have a question for the auditor a little bit later. Really? David, you did pick up the positives, the gloss, as always, you ignore the negatives. Yes, the company does have an AUD 200 million+ profit reserve, but what you failed to point out, David, it also has a matching, roughly, AUD 200 million loss provision. So net net, the truth is the company has zero net profits, and that is why the more important thing, David, instead of the hype and the gloss and the spin, the more important thing is that VG1 has minimal franking credits remaining. Note 14 of the accounts spells it out in black and white. After the recent dividend, you're down to AUD 465,000 of franking. So, David, when you pointed out that the dividend growth, net, it might be around about 6.5, 7, whatever you said, and you said, "If that's grossed up with franking, it goes up into the nines." That's highly unlikely to happen, David, because you don't have any franking at the moment. Let me also move on. A litany of issues. VG1, you continue to mislead in your correspondence to, to shareholders. Malcolm and I reported you to ASIC a couple of years ago. At least you had the decency to remove the 10%-15% nonsense target out of your monthly statements. But it's nothing short of bizarre, David, and the Board, you're all guilty, when you refer to the philosophy of avoiding permanent loss of capital. We don't need a calculator. Noel Whittaker, you're a respected commentator. I hope you're embarrassed. We don't need a calculator. The IPO price was AUD 2. You did a rights issue at AUD 2.32. The stock today is AUD 1.58. Six years after people trusted you, David, put the money in at AUD 2, you've lost them a lot of capital. You might say it's not a permanent loss of capital, it's only temporary. But, you know, so much misleading stuff coming out of this company, it's very unsatisfactory. Let's look at another issue. I know you'll enjoy, David. Malcolm surprisingly didn't raise it, but I will. David's smiling already, and I think he knows my next comment. No. After we raised some serious concerns with you, David, when we had that great discussion where you described Luciano as the Wizard of Oz, you wrote us a letter on the 16th of March, 2021. I won't bore you with all the detail, but you stated, and I quote: "We are in vigorous agreement with you that it is unacceptable for LICs to trade at a substantial discount for a sustained period." David, how long does it take for you to honor your written promise? We're now over 2.5 years later, David. Sadly, VG1 is a discredited, very poor investment vehicle. If it was a dog, it would be euthanized. Let me move to some external commentary, David. Not mine, not Malcolm, but fairly objective, external commentary. Street Talk in the AFR, 4th of October, 2023, a couple of months ago, severely criticized VG1. Zenith, the leading rating agency, severely criticized VG1 and downgraded VG1. I won't go into too much detail, but I'll cut to the chase. The Zenith report advised, number one, that Luciano was integral to VG1's success. I don't necessarily agree, but anyway, he's gone. But more importantly, Zenith stated what Malcolm and I have said to you and Luciano and Brendan and anyone involved in this company, that the dynamics of the company are skewed. They're skewed very unfairly in favor of the manager and against the investor. Zenith, which is a very well-regarded ratings agency, but interestingly, you actually pay money for their reports, so they're hardly gonna be unfair on you. Their conclusion was that VG1's management and performance fees were uncompetitive relative to peers and poorly constructed due to a lack of appropriate benchmark. Which means that in the event that you ever make profits in the future, you will take, Brendan, 15% of those profits, subject to High Water Mark, but without any benchmark at all, which in my view, is improper. I did have some success with another egregious management fee recently, where TOP, Thorney Opportunities, managed to bow to the inevitable and change their fees, Brendan. Maybe you should as well, now that Zenith have publicly criticized you for being avaricious, unfair. Let me move on. David, you make lame excuses every year for the terrible results. What you've done is you mucked around in 2021 and 2022. Feeble initiatives such as more communication and hired evidence, they had zero impact. I think largely because of what Malcolm and I did, there was a shotgun marriage in 2022. Luciano put the white flag up, Regal moved in. But notwithstanding your comment that that's holds great wide hope for you, it hasn't moved the dial, David. The discount's still horrible. We move on to Luciano exiting recently. That hasn't moved the dial either. So what, what happens? Belatedly, something that we suggested to you a couple of years ago, you offer a 25% buyback, albeit you've now hedged your bets and said you won't necessarily use it. Wow, how deflating, David! But it's just too little, too late. VG1 is a poisonous entity with a horrible market rating. Clearly, David, the market doesn't respect you or your colleagues on the Board, and that's why VG1 continues to trade around the 20% discount to NTA level. David, they won't even buy you at AUD 0.80. So I'm not sure why you continue with this service, when you really should allow long-suffering shareholders the option to get their money back at NTA. Clearly, the predominant beneficiary from the VG1 mess at the moment is Regal, the manager. That's you, Brendan. In contrast, there are a range of people, I won't mention them all, but Ellerston Global, Ellerston Asia, Antipodes, Monash, even Geoff Wilson eventually did the right thing and handed the money back. Very recently, Brendan and David and Board, you've been reminded by Steve Johnson at Forager, that LICs are a flawed structure. He's moving away from it. You've also been reminded by another big company, much bigger than you are, Magellan, they're moving away from it as well. They're gonna unwind the structure.... They're all gonna allow investors an exit at near NTA. But David Jones, Lawrence Myers, Adelaide McDonald, Noel Whittaker, continue to dig their heels in and not do the right thing. I've got no doubt, David, that 90% of your shareholders would be delighted if you offered them the ability to exit at NTA of AUD 1.96, rather than cop a punitive 20% discount and exit today on the ASX at AUD 1.58. You're depriving them of AUD 120 million bucks, and you continue to fail to deliver that option for shareholders to access NTA exit, yet you owe them a legal fiduciary duty. I've only got one more commentary to make, you'll be pleased to know, and it's a little bit of a question for you and the Board and Brendan. There's multiple descriptions we could apply to this, farcical saga over the last six years of its, its existence. Absolutely horrendous, but let's go through a few of them. We'll run a quiz. What's your favorite, David? After I finish. Infamous, notorious, failure, smelly, miserable, big fees, big discounts, pathetic underperformance, unfair, inequitable, indeed shameful, a win for the manager, a loss for the IPO investors, D-grade results, dereliction of duty to shareholders, disingenuous platitudes. The Board's complicit. David's conflicted. David continues to breach his written promise to remove the discount, and there is hypocrisy. So I move to my question, David: Given you continue to fail to honor your written March 2021 promise to remove the discount, when there are multiple examples of other LICs who have removed the discount, do you believe that VG1 has been cowardly, I repeat, cowardly, to not confront Brendan O'Connor, Phil King at Regal, effectively, to allow investors the option of exiting at near NTA? Thank you. So the answer to the question is no, David. And I thank you for your annual, you know, mix of exaggeration, hyperbole, and offensive bile. We'll see you again next year. Many things you said are just misrepresented and just wrong. I'll just touch on two quick little ones. I am completely independent of Regal Partners Limited. The ASX has a rule when you leave an executive or a Board capacity, you're not deemed independent for three years. So I'm serving my technical timeout. I left the Board in June, and I haven't... and I have no other relationship with them other than my role on this Board and on RG8. So I happen to be, entities I'm associated with have some investments. I am a client in a number of products, but I've no relationship with the group, no relationship with the Board. I have no economic interest. So that's just, as with many of your other things, that's just factually wrong and misrepresented, David. And the other thing, as you know, about franking credits, is when you sell something for a profit, as we did in this year just gone, where we made AUD 50 million profits and we returned 13.9% portfolio return, that generates franking credits. So just 'cause we don't have any franking credits now, doesn't mean we will not have them when we pay our dividends. So again, that's just a misrepresentation among the other myriad misrepresentations, David. In a blanket waffle response, but let me ask you a specific one, David, because otherwise you will waffle. Why have you breached your written promise in March 2021? Are you not an honorable man? What's your excuse for breaching that 2.5 years later and continuing to punish each and every one of the shareholders that you're meant to be representing as chairman of this company? Well, again, David, just suggesting that was a promise is farcical and another classic re-construing. We don't like the discounts either. We are doing things to fix them, as I've outlined, and that's our plan. I, again, to represent that, I said, it's like saying: I'll represent something that I can't control. I can't control that, so I am not. So that, that again, is just another one of your ways to construe things, but it's just not accurate, David. I won't bore everyone by reading out the letter, but it's a very accurate representation of David's commitment that he has breached for many years, and you, you are in a position of being able to influence the outcome, David. Just like so many other prominent LIC directors have, in my view, done the honorable thing, and rather than continuing to punish the shareholders, they are allowing them to exit at NTA. But you're not prepared to, maybe because you used to be an employee of Regal, the manager. Anyway, thank you for that. That's my first question. Right. Simon Samuel for Delta Asset Management. Hi, Simon. We spoke last year, and I think I said to you, "If we find ourselves in the same situation 12 months hence, we need to do something more drastic." You've got rid of the fund manager. We've promised to pay more dividends. These are all good things, but as has been pointed out, the discount is exactly the same as at that time. It's still 18%. Now, in 2021, there were 8,400 shareholders in this business company. A year later, there was about 77,000, just under, 20% less. This year's annual report shows about 5,500, so another 20% less shareholders. It seems patently obvious that people are leaving in droves, and it will continue to go like that. I mean, I know we've talked about this a lot, but surely the obvious thing to do is to make it possible for the majority of these people, and now you've got hedge funds and less friendly people on your register, just do the right thing and give us a, an exit mechanism. If this passes the 25% buyback, let everybody do it at NTA. We've tried it your way, and it is not closing the dividend. What, what can you say about the fact that the div-- that the shareholders- Discount Are leaving? Well, the discount, we need to fix it, and you haven't. But does that not worry you, the fact that 20% of the shareholders each year are leaving? Well, when you buy back a lot of shares, people are leaving the register, yes, and we're buying back and canceling the shares. And we have bought back about, as I said in my opening comments, about 20% of the stocks since... about 20% of the shares on issue in the middle of 2020. So that's a natural consequence of it. But look, more to your broader point, we're not happy that the discount hasn't closed yet. We're expectant that it will. We're hopeful that it will, and we believe we're doing the right things to do it. That is, when I say we, we're through the manager. We believe this is the right way forward. That's why we're choosing to stick to this path. We're not happy, and, you know, it has taken longer than we thought with the new merger of the manager. As I said earlier, we're pleased with how that merger's gone. We're pleased to have produced a solid double-digit portfolio return for the year to June and through to October. But we would have hoped, we expected the discount might have closed a bit more than it actually has. We think this is the right way forward. But this has not worked for anyone else. The only thing which works is offer a free-for-all for people to sell shares back at close to NTA, if they so choose. By doing that, you would rid the company of all your activists and all the people who are disinterested in staying in, or you turn it into a trust, and that's what the majority of the other fund managers who've been mentioned today are doing. I suggest to you that that is the simplest thing to do. Otherwise, we'll be back here next year, big discount again, more aggression. Just do the simple thing. Thanks for your comments. Sir? My names is Barney Raymond, representing my self- managed super fund. I'm just curious about franking credits. I take it these exist as a result of share trading. So can you tell me what sort of turnover is in the portfolio on an annual basis or what's happened in the last year? Yeah, I can speak generally in that it is... There are a couple of points to franking credits. One is, if you receive dividends locally, then you get a franking. You know, most of our portfolios are offshore, basically all of it, and so those don't pass through. So you don't get, you sort of don't get dividends that can attribute. I think it is accurate to say generally, that with the new portfolio approach, the turnover has gone up, has increased. And I think that's partly the sort of Regal style to be a bit more active.... And I think the other thing, though, that is important in the context is the last financial year really was a year of two halves, when as interest rates rose really fast and global equity markets, particularly in tech stocks, had a very tough time. So there was the repositioning of the portfolio in the first half of last financial year due to the merger of the manager, and then there was another reset after Christmas, so at the start of this calendar year, as equity markets started to move again. And if you look at the short positions, for instance, in the portfolio, it got right up to 40%, high 40% and then back down to sort of 20% kind of thing. So it's quite a dramatic change in the construction of the portfolio, but also coming back to franking credits, most particularly around the composition of the longs. And so if you hold something and then you sell it at a profit, that generates a franking credit. And so there is the ability to... Franking credits get generated as the portfolio turns over, and the portfolio has turned over more frequently over the last 12 months than in, say, the prior five years. Now, can I say definitely the dividends for the next year at AUD 0.05 a share will be fully franked? No, but we will see, because at least it's my view on the LIC Board, but I think the manager holds is... Yeah. The guys that run the portfolio, the portfolio managers, they're trying to get the best gross return and not think about franking credits. And they're just an output and kind of a sort of consequence. We're trying to compound the capital base, and if there happens to be franking credits, terrific. Am I helping? Am I making sense? Well, I appreciate most of that, but you haven't actually told me what sort of churn there was. Well, it's gone up. I don't have the number. I can come back to you, but i t gets AUD 2 billion of turnover v ersus, which is about, which is about three times the portfolio, and that's more than prior years. The other point about franking credits, though, I can help you out, I understand. Thank you. [audio distortion] It is correct that when you pay company tax, you get franking credits? Absolutely. Yeah, that's right, and that's good. Okay. Is there anything else on resolution one? Thanks, Malcolm. Anything else? Oh, David, hello. Bearing in mind we're talking about profits. So look, I had a question for the auditor. Are they online? They're here. Scott's here. Hello, Scott. Look, the accounts are pretty clear. AUD 735 million of issued capital, profits reserve of AUD 242 million that David accentuated. David ignored the AUD 275 million of accumulated losses. Typical spin from David Jones. But can you just clarify briefly, I don't want to be too technical, but why are the accumulated losses not netted off against the profit reserve? Thanks. Clearly, on a franking side, David, as I pointed out, you're down to zero, effectively under a million. So there's no franking there at the moment. So unless you make profits and pay tax, you can't frank anything, David, going forward. But I understand your point, which you accentuated, normal positive spin, AUD 242 million of profits reserve. In a number of years, you can pay dividends, but why, technically, at the accounting level, are we not netting off the accumulated losses, which are greater than the profits reserve? Thank you. There you go, Scott. Thank you. Okay, so the Corporations Law was changed in 2011, that no longer required a company to have, profits to pay a dividend. As a consequence of that, the Australian Tax Office issued a ruling, that set out that you can't, frank a dividend if you don't have profits, and that ruling specified the need to quarantine profits into a profits reserve. For example, a company that doesn't make profits one year and then makes a profit the next year, can only pay franked dividends from this year's profit if it's separated from prior year losses. And so most companies, not just LIC, should establish a profit reserve to quarantine profits when they make it, so that they can pay franked dividends to shareholders, as opposed to leaving it all go to retained earnings, which would have been the case over 13 years ago. That's the main reason. So that's why it's separate. Thanks, Scott. That's clear. Thank you. Anything else on the accounts? Okay. Oh, sorry, Charlie. Hi, Charlie Kingston. Just two questions, please. The first one, David, you've mentioned a few times that you think you are doing the right thing by investors in terms of your actions to close the discount. Clearly, it has not worked. You said it a few times, you think you're doing the right thing and you think it will work. But it has been mentioned today, many, many examples of other managers and what they're doing to close the discount. Forager, NBI, Magellan are putting it to a vote if they should convert to an unlisted structure. Ellerston's done it. Lots of other managers have done what they thought was the right thing, and it has worked. It has allowed their shareholders to have access to NTA. So... Which I hope we can agree on, but it has worked in closing their discounts. But again, coming back to your comment that you think you're doing the right thing, what my take is that you are suggesting those other managers, in what they're doing and what they're proposing by converting to unlisted structures, is the wrong thing. So I'd just like to hear from you as to why you think that is the case, why you're taking your course of action, and you think you're right- Sure. compared to those managers who also think they're right by doing what they're doing for their shareholders. They do have precedence on their side- Yeah. to back them up, that it does work in closing the discount. Thank you. While you're standing there, did you say you had a second one? Yes. Do you wanna give me that one now, or? No, no. All right. Separate, separate topic. Okay. So just on that, look, obviously I won't comment on the circumstances of what other managers choose to do. That's totally for them, and that's not for me to opine on whether they're doing the right thing or the wrong thing. They actually have particular circumstances. As I've said, we believe through this merger and the broader capability, that we believe we can drive sustained positive portfolio performance, as we've demonstrated in the 12 months to June and the 12 months to October. We didn't expect the merger would fix everything in half an hour. This, we had hoped the discount would've moved more than it has, for sure, but we didn't expect this to be a very quick sort of turnaround thing. So again, what the other managers are doing, that's totally for them and their own circumstances. We've just had a major merger. We've got new blood, new ideas, and we've started to see performance through the portfolio. We're of the view that the, as the Board of the LIC, that this manager is on the, on the right course, and they are providing valuable services, so that's what we wish to pursue. Okay. We can all agree, and you do accept that the path those managers have taken has succeeded in closing the discount as opposed to what you- I'm not gonna... I just can't comment on what those other guys- That's fine. choose to do. And then the second question, just something that you, you mentioned in terms of the alignment of, the manager, in terms of Phil King and his stake. Yeah. I'd just like to disagree with that. Rob Luciano also had a stake in VG1. Clearly, that did not prevent the significant loss in shareholder value for VG1 shareholders. 20% below the IPO price, despite Rob, I think he still does own some shares. So yes, Phil owns some shares today, but I'd just like to push back and suggest that I don't think that's gonna prevent or correctly align the manager with shareholders. Rob, as we know, has now resigned. He's obviously made a lot of money, given he has a very large stake in the manager. The manager extracts fees from the funds in which it manages. Going back to the history or the IPO of VG1, I believe there's been over AUD 100 million of fees paid, roughly half performance fees, roughly half base management fees. Those base management fees continue, and that has been the majority of the wealth created for Rob Luciano, and he's retired to run his own family office. Well done. But investors don't get those fees back. We're still sitting on the 20% loss from the IPO. Phil King, obviously, he's much more aligned to the manager, given his stake is many, many, many multiples of the stake that he has in the VG1. So again, I'd just like to push back- Yeah On that comment. But I, I would just like to understand, again, IPO investors in VG1 have lost 20% of their capital. Yes, there's been some dividends, but the manager, whether it be VGI or Regal in total, has received over AUD 100 million of fees. They are paid; we're not getting them back. So I'd just like to understand, going forward, do you think that's a fair outcome? And if not, would you look to claw back some of those performance fees, restructure the performance fee or the base fee? I just appreciate your thoughts on how you can realign that so that if the manager wins, which clearly it has, AUD 100 million richer, investors will also win. Thank you. Thanks, Charlie. Look, just two things there, if that I'll pick. You know, people involved with a manager like Phil, by owning shares, that would fix everything. But I think what you would agree with is, it's better that everyone owns shares than doesn't, you know? Because then we all live and die by it. We all go up and down with it. So we're all shareholders. So, I think the concept of alignment remains central to our philosophy, and. And indeed, I just saw a comment just in the paper during the week from one of the proxy advisor firms saying that big corporate boards have gone too far away from not having alignment, not having directors with shareholdings, et cetera. So again, I think to construe that it's somehow fix it or that oh Rob had a big shareholding, and it's more just it is another signal, and it's another part of our DNA that we all invest into the products that we're sort of part of, and I think that absolutely makes sense. On the point about the fees, Charlie, the fees are the fees. They were crystal clear in the prospectus that they are what they are. They are structured in a certain way for certain reasons, and other people do their fees in other ways. But there's no discussion about thinking about changing them. Thank you. Okay, anything else on the accounts? I'm conscious of time. We've got David. Just a final one on fees. Mr. Chairman, bearing in mind Zenith have publicly criticized the Board of VG1 for inappropriate fee structure, have you had a discussion with Regal about changing the fees? Because you're now... It's on record, Zenith think your fees are wrong. I'll also just make a macro comment, that the theory of corporate finance, which you understand well, David, only two reasons you invest, Brendan, a bit of education here, dividends and capital gain. If someone takes 1.5% per annum out of the cash flow management fee, and let's say it's 10% return, 15%'s gone. If someone takes 15% out of the capital growth through the performance fee, 15%'s gone. So I actually think the current discount, David, is probably about right for this lousy company, because with that punitive arrangement of 1.5% management fee per annum, 15% performance fee, there's a transfer of value of at least 15% to the manager, and therefore, the 20% discount's about right, unless this Board actually makes a structural change. Thank you. I put it to you, Brendan, I think you've got a bit of soul searching to do. Thank you. Thanks for that comment, David. Okay, I think we're done on observing the accounts. We hope so. So with that, I'll now put up the proxies for this motion. Open proxies in favor of the chair. Hang on. Am I doing the right thing? Yes. That was the resolution. Sorry. There is no resolution here. That was just to observe the accounts. So we're all done there. We'll move to resolution one. Sorry, I almost gave you a heart attack, Ingrid. Under the Corporations Act, listed companies are required to include, as part of their directors' report, a remuneration report. A remuneration report for the financial year ended 30 June 2023 is included in the company's 2023 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 REM 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. At this point, is it worth noting that Regal Partners, the manager, pays the bulk of VG1's operating costs, including the cost of this AGM? This is a central plank of the Regal Partners' philosophy of alignment. As a result, VG1 only bears the cost of its non-executive directors, plus directors' and officers' insurance. And I'll just embellish on this. We, when we established VG1, we sought for the manager to pay everything. But ASIC, the ASX said, "You can pay everything, except..." They firstly said, "No one ever pays for this. All other managers charge for it separately." We said, "No, no, we don't want to take any of this. We want the manager to bear it all." And they told us, "The manager can bear it all, even though that's not usual, except for the non-executive directors' fees and the D&O insurance." So that's the reason why it's just these two items are in the REM costs of the LIC. So the Board recommends the shareholders vote in favor of adopting the 2023 REM report. I will now move this resolution. Are there any questions or comments on the REM report? Rebecca, can we start with online questions? There's no online- None? -questions. And phone? There are no phone questions at this time. Okay, thank you. So questions in the room on the REM Report. Malcolm? Thanks, David. Very short and concise REM Report. Not too much to look at there, but we've talked a bit about alignment of interests today, and there's mixed views on what alignments of interests that are effective, in fact, are. But I noticed that this is really a question directed to Adelaide McDonald. Morning, afternoon, Adelaide. Hi. About her current shareholding in VG1. I see you've got 33,000 shares at current prices. That's less than a year of total comp, which I think is AUD 70,000. I don't think that's an alignment of interest with shareholders, similar to what we've been discussing today. It just fails the pub test of having skin in the game. So my question is this: Are you going to commit to buying more shares before the buyback commences? . Well, as we've stated in the resolution, the directors aren't going to participate in the buyback, but I'm not gonna make any statements about buying shares other than to say I participate in the dividend reinvestment plan. But I don't think I need to make any specific statements about it. So I'll take that answer as a no. Sure. Would that be fair? Sure, you can take it as a no. The second part of that is really about all directors and other insiders. Are they gonna be precluded from buying shares during the course of the buyback, given the inherent conflict in that interest? I didn't see any specific disclosure on that. That's probably a question to you, actually, David. Yeah, I'm not... We run a blackout period whenever the buyback's active, so that we're not competing against the- No, I accept that. Buyback. I understand. That's standard practice industry, isn't it? Yeah. Yeah. So the buyback hasn't started. You haven't approved the resolution. Are the directors going to buy, and are they free to buy now before the buyback starts? Well, I don't think it's appropriate for the directors to be declaring their intentions at any time. But we have a protocol, Malcolm, as you would imagine, that every other company has the same one, where you approach the company secretary or CFO, and you check that the windows are open, and you go ahead and do what you need to do, and then you declare, then it gets released to the ASX. So- Well, let's, let's drill down into that one. Is this an open period for directors to buy now ahead of the buyback commencing? Well, the buyback's on, ongoing. We've got a buyback going the whole time. We're operating today under the 10/ 12 program. No, directors are precluded from buying during the buyback, operation of the buyback? We have a protocol, I will repeat myself, where we check whether the window is open or not prior to buying. Malcolm, I'm not sure this is of great pertinence to this meeting. That's another mess of an answer, David. Thanks for it. Yeah, cheers. Okay, so with that, we'll turn to reso- I have a question. Okay. Lawrence, you're not in any further resolutions later on, whereas Adelaide is. So I'll ask a couple of questions to Adelaide a bit later. But Lawrence, you've got a distinguished CV. Mm-hmm. You've been on the Board for some time. Mm-hmm. You've heard today that the performance of the company is woeful. It's woeful against many of its peers. Are you embarrassed by the outcome, Lawrence? David, is this relevant to Resolution 1, which is the approval of the REM Report? Yes, it is. We have an option for general questions later. Well- That doesn't sound like it's relevant at all. Can you keep that wonderful question for a bit later, please? It's highly relevant, David. We have another meeting starting in 35 minutes, and I need to get through this stuff. You can go to 259 with these sorts of questions. Let's get through the resolutions, please. The reason it's relevant is that these four directors are key management personnel, if you know the REM Report. You don't have any direct employees, so the REM Report is all about remuneration. You get, David, Lawrence- So is your question going to the REM? It is- of us as directors or the D&O insurance? I don't think it is, David. It's going to the issue, because, David- Oh, dear One has to assess whether Lawrence Myers, who is taking a fee, is contributing objectively to the enhancement of value on behalf of shareholders. That's the relevance of the question. We are approving the REM report. And part of that is whether Lawrence Myers is doing a good job for the shareholders. How can anyone form that view without hearing from him about the most fundamental question about shareholders are interested in, the performance of the company? Are you embarrassed by it, Lawrence? Oh, dear. I'll answer your direct question because it will save us all a lot of time. I'm not embarrassed by the performance of the company in relation to the discharge of my directors' duties in accordance with both the Corporations Act and the ASX listing rules. We've done a full 360 assessment of the Board amongst ourselves and each other, and I'm very comfortable that I've discharged my obligations in full. Thank you. Okay, well, you're not gonna be sued, Lawrence. That's fine. I hear, hear your answer. Your question is asked and answered. We can move on now, Mr. Chairman. Thank you. I have one to Noel Whittaker as well, because, again, he's not the subject of any further resolutions. Noel, you are a respected financial commentator. You write for newspapers, you've written books, people do listen to you. Are you embarrassed by the debacle of this company? You've been on the Board for a long time. It's, it has been woeful. Are you embarrassed? I am an investor, and I'm quite happy. So you're not embarrassed? No. Thanks, Malcolm. Okay, thanks. David's my name. Oh, David. Sorry. I get you two, you two fellows. Well, I'm not taking a lot of notice of who's asking, frankly, but anyway, we'll move on. So, right, I think the next one's about me. Oh, hang on, I've got to read out the proxies. Do I have to read them out? I'll show the proxy votes on the screen. Okay, this is for REM, Resolution 1, the REM report. Open proxies in favor of the chair of the meeting shown at the time of the meeting, voted in favor of the resolution. Adjusting for these, the votes are 76,850,034 in favor, 50,396 other proxy discretion, and 1,421,748 against. This equates to 98.1% in favor, 0.1 proxy discretion, and 1.8% against. For those in the room with blue cards, whether you're a shareholder or proxy holder and eligible to vote online, could you please now complete your vote for Resolution 1? Alternatively, if you'd prefer to wait, please complete your voting at any time between now and the end of the meeting. Now, Resolution 1, which refers to me, I'm gonna ask Lawrence to drive this, please. Thank you, mate. Thanks, David. We will now move to Resolution 1, the re-election of Mr. David Jones as a director of the company. Resolution 1, the re-election of director, Mr. David Jones AM, to consider, and if thought fit, pass the following as an ordinary resolution: That Mr. David Jones AM, who retires by rotation in accordance with the company's constitution, and being eligible, offers himself for re-election, be re-elected as a director of the company. With regard to this resolution, David Jones was appointed to the Board on the 9th of June, 2017. 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, Mr. Jones's details are set out in the explanatory memorandum of the notice of meeting, and they are highlighted here on this 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 the wealth management sector. In 2021, Mr. Jones was made a member of the Order of Australia for significant services to the museums and galleries sector and the community. In terms of other listed companies, Mr. Jones is currently a director of Regal Asian Investments Limited and the chair of Catalyst Metals Limited. He stepped down from his role as a director of Regal Partners Limited in May of this year. Mr. Jones is also a member of VG1's Audit and Risk Committee. The Board, with Mr. Jones abstaining, supports the re-election of David Jones as a director. I now move that David Jones be re-elected as Director of the company. I will now move to questions. Rebecca, are there any online questions for this resolution? No, Lawrence. Are there any phone questions for this resolution? There are no phone questions at this time. Right. Are there any questions from the floor? Malcolm, welcome. Thank you, Lawrence. Always good to see you again. Likewise. I'm not gonna be able to get to your meeting after this, so I'll send my apologies now. It's okay. My question is to David. I don't understand, David, why you're standing again for re-election. During your watch, the discount has blown out to 20% and has been sustained at that level, despite the ten to 15% return claims in the prospectus, now a spurious falsehood. You've tried to close the gap. You've bought back shares. You've spent AUD 120 million doing so. You're gonna spend another AUD 150 million or something doing so as well, if the 25% goes ahead. There are plenty of other red flags to point out as well. Your former boss, Rob Luciano, took six months off the end of this financial year and then quit two weeks ago. I think that's a very wise decision, which should be applauded. Yet he was the manager for the whole of the year. Last year, your boss put up the white flag and sold out to Phil King's Regal in June 2022. And then Brendan O’Connor disclosed to us last year, earlier this year, that Phil King is not a key management person at Regal. And then Brendan tells us that he has the power to hire and fire everyone at Regal. So, that'll be interesting to watch how that plays out. It's been a horrible year, David, for the shareholders of VG1, and you've presided over this mess. The obvious conclusion would be for you also to walk the plank and resign and not stand for re-election today. But because of these facts that surround this re-election, and your Board has not found any other way to stop the rot, to shrink the discount gap, or to provide a liquidity event at NTA for your long-suffering shareholders, that's what we've been asking for for nearly three years. That's what your two substantial shareholders want, Saba Capital. And if Boaz Weinstein was here today, I think you'd hear his comments in words of one syllable about the performance of the company today, and I can assure you they won't be positive. 1607 Capital Partners, another material, substantial shareholder, [Jim Mallory], was here today as well. I don't think he'd be expressing support for your data, so cleverly displayed at the outset of this meeting. And what about the other 5,500 VG1 shareholders? Yes, they have been shrinking. Why? Because of the buyback, as so clearly pointed out by the other speaker, but because of the discount gap and the failed performance. David, I won't, I won't repeat the whole five pages in your representation letter to us of the sixteenth of March, 2021, but I will repeat, because I want it to go on the record. We are in vigorous agreement with you that it's unacceptable for LIC to trade at a substantial discount for a sustained period. You'll remember those words? And you went on to say, a second time, further down the letter, "We agree with you that it's unacceptable for VGI Partners LIC to trade at a large discount to NTA. It's something VGI Partners, now Regal Partners, and the Boards of VG1 and RG8 are determined to rectify." Well, everybody's failed on that account. Brendan, we're looking to you to bring some sense to this, to this, to this mess, and I'm sure you'll focus on it after this meeting. I appreciate it's getting a bit awkward, David. It hasn't really worked out so well, has it? You've made these representations when you were on Luciano's payroll. That changed, and rightly, you acknowledged that you're not independent. So wouldn't it be fairer to shareholders and a better look for everybody if you had an independent chair to protect and advance the interests of shareholders? Someone that isn't tainted by a long-term commercial relationship with a failed past manager. David, you might have the votes to hang on today, but I'd ask you to do two things for us all. Firstly, is apologize to shareholders today. Now, do it now. For the failure of the Board, on behalf of your colleagues, to eliminate the discount, for the failure to turn around the performance of your manager, and the failure to give shareholders a liquidity event at NTA. Secondly, undertake to us here today that you'll resign before the 2024 AGM, just like Goyder did at Qantas. This is your Qantas moment, David. Find a new independent Board member to take on the chair. Thank you. Okay, so I don't believe that was a question, so- No ... I I think we should perhaps move to the vote. No, it was, Lawrence. It was a request for an apology by David. Right. Okay, your request is noted. Thank you. Yeah. Are there- A response. I'm sorry, you're asking for a response from me? From David. Yeah. No, look, no, and look, now I've got the... I'll just, you again, I have no relationship with Regal. I don't think I'd ever met Brendan or Phil before, about two years ago, I don't think. When we started the chat, it ended up being a merger. It started about Christmas 2021, merger middle of 2022. As I said earlier, but maybe you weren't listening, Malcolm- I listen to everything. The only reason I'm not declared independent is because of this three-year statutory. Well, stop presenting that I'm dependent on Regal. I am not. I have nothing to do with them, as I said about an hour ago. So, you know, thanks for the commentary, but it's just not accurate. David? Yeah. Hi, Lawrence. Look, before I run votes on David, I'd just like to understand another one of your perspectives, David. VG1 obviously has a contractual relationship with Regal, the manager. Regal's share price has fallen dramatically since the shotgun marriage with VG1, VGI rather, that was announced early mid-2022. Its price at the time of the merger was around AUD 4. It's currently AUD 2.30. So Regal's fallen in value, a huge AUD 400 million. David, do you think that the malaise of VG1 is partly due to the loss in market rating of Regal? So, yeah, is the market losing confidence in Regal as a trustee of investors' hard-earned money? Is that part of the problem for this massive ongoing discount? Thanks, David. I can't comment on the view of the Regal stock or Regal shareholders, because, as I've said, I don't have anything to do with them. Okay. All right, I'll take it up with Brendan afterwards. Look, second question, a short one. Look, you are a sensible guy, David, as I said earlier on. You're experienced, you understand the corporate world. You, as chairman, use the funny word, seduced, shareholders into subscribing for the prospectus in 2017. However, you represented to shareholders, prospective shareholders, that the three key managers were going to be Luciano, c Three key managers. They've all gone. So the whole basis of this totally disastrous flow to VG1 is actually now changed because the people that people were backing in there, the managers, have all gone. Having regard to that, have you sort of thought about the possibility at law, that there's a fundamental breach of contract here? That the contract is null and void on the grounds that the party you originally contracted with it effectively no longer exists because the guys are gone. Thank you. Thanks, David. Like a number of your thoughts, that's a specious construct, and it's just not worth commenting on. Thank you. David, I think I'm a much better lawyer than you are, David. Great. I studied engineering. It can tell, David. I can tell. Charlie. Charlie Kingston, Thank you, Charlie. Welcome. Thank you. Just a quick one for David. I think I may have asked it last year. Just hoping for some sort of a commitment in terms of how long you will accept the current discount. There's clearly been plenty of discussion today around previous comments that you've made about stating your intention to close the discount. It's failing. You know, given we're looking at the funds management industry, clearly, if a fund underperforms for a certain amount of time, Brendan, I'm sure you would remove that fund manager... the VGI or one sort of master fund, I'm pretty sure most of that fund has evaporated, given shareholders were able to withdraw at NTA. So given it's been five years of losses for shareholders of VG1, that you have tolerated, the discount has not improved. That's been said ad nauseam today, despite you thinking that you are doing the right thing. So in my belief, I think it would be the right thing for you to give us a commitment, a timeframe, if we are here in another year and the discount persists, the performance remains poor, and the manager continues to get rich while investors get poor. Just hoping you can do the right thing and actually give us a commitment, a timeframe, when either you would pass on the baton to somebody else, do a Goyder or your Qantas moment, as was suggested, or actually do something that other managers have done, which clearly has worked in closing the discount. So just looking for you to do the right thing and give us a commitment, please. Yeah, thanks, Charlie. No, I can't. I can't do that. Thank you. Disappointing, but thank you. Okay, I think we'll now move to the vote. As you can see on the screen, this proxy charts, the proxy votes are shown. Open proxies in favor of the chair of the meeting, at the time the meeting will be voted in favor of the resolution. Adjusting for these, the vote is 76,426,996 votes in favor, 50,396 other proxy discretion, and 2,481,625 against. This equates to 96.8% in favor, 0.1% other proxy discretion, and 3.1% against. Could everyone who is eligible now please complete your vote for Resolution 1? Thank you. I'd like to now hand this back to David Jones to chair the remainder of the AGM. Thanks. Great, thanks, Lawrence. Now, Resolution 3. Adelaide, look, and I really will ask, given that nearly all the questions have come from Malcolm, David, and Charlie, we do have another meeting starting at 3 P.M. So, please, the commentary is noted, but let's just get to any questions. So we'll move now to Resolution 3. With regard to this resolution, Adelaide McDonald was appointed to the Board on 1 July 2019. Ms. McDonald is retiring by rotation and being eligible and standing for re-election in accordance with Rule 6.7 of the company's constitution. Ms. McDonald's details are set out in the explanatory memorandum in the notice of meeting, and they are shown here on this slide. In summary, Ms. McDonald has 15 years in corporate advisory and equity research. Ms. McDonald is currently a non-exec director of XTEK Limited, an independent non-exec director of Regal Asian Investments Limited, and an executive director of MDH Proprietary Limited, one of Australia's largest integrated beef producers. In addition, Ms. McDonald has been a director at KPMG in the mergers and acquisitions practice, with previous roles at Wilson HTM, and BDO Kendalls. Ms. McDonald is also a member of VG1's Audit and Risk Committee. The Board, with Ms. McDonald abstaining, supports the re-election of Ms. McDonald as a director. I now move that Adelaide McDonald to be re-elected as director of the company. Rebecca, are there any online questions for this resolution? No. Not online. Anything on the phone, please? There are no phone questions, sir. Anything in the room, please, Malcolm? Thanks, David. Hi again, Adelaide. Going for you with the discount discussion. Yeah, Franking credits, Please, Malcolm, please get straight to the question. About the 25% market buyback, which hasn't really given the sugar hit that you thought it might. That tells me that there's two things: It's not enough, and it doesn't fix the underlying discount and environment where performance and reputation is also under pressure. Malcolm, get- Your CV says that you have 15 years of experience in corporate advisory and equity research. Congratulations. In addition, you've held roles as a director of KPMG and MD- Malcolm, get to the question, please. My question, David, for Adelaide, is this: If you were not a director of VG1, and you were still a corporate advisor at KPMG, fine organization, how would you go about advising the Board of VG1? And can you describe, in your own words, because we haven't heard much from you at any meeting, especially today, describe in your own words what good capital management looks like, and how would you advise the Board to permanently eliminate the discount and give shareholders access to NTA? Please don't tell me that it's a 25% on-market buyback. Thanks, Malcolm. The capital management that the Board has put forward in a resolution today is to put forward a 25% buyback. So that would be my recommendation. Thanks. Thank you. David? Please, straight to the question. I know it's not easy for you to do. David- Go to the last sentence. As I said, I'm a great lawyer, David, you're not, so I'm very succinct. Two questions, Adelaide: What have you personally done, personally done to earn your director's fee to allow investors access to NTA? And secondly, which is a interrelated part of the question- Why do you personally think David Jones's promise to remove the NTA discount has not been fulfilled? I actively contribute to the Board among all the discussions, and in particular, with the resolution that's being put up towards the buyback. So I, I believe I actively contribute, otherwise I wouldn't be putting myself back up for re-election. As for your second part, I'm not gonna comment on the conversations you had with David Jones. Thanks, Adelaide. Okay, I think that's it. Thanks for being briefer than usual, Malcolm and David. Let's go, let's go, let's go. I'll now show the proxy votes on the screen. Open proxy in favor of the chair of the meeting, at the time of the meeting, voted in favor of the meeting resolution. Adjusting for those, there are 76,876,664 in favor, 50,396 other proxy discretion, and 2,375,620 against. This equates to 96.9% in favor, 0.1% other proxy discretion, 3% against. Could anyone who's now eligible, please, complete your vote on resolution three? I'll now move to resolution four: approval of additional capacity for the on-market buyback. The background of this resolution is set out in the [audio distortion], and the notice of the meeting is taken as read. I'll touch on the key points, as stated here in the meeting. The Board is supportive of on-market buyback program on the basis that it is accretive to shareholders when conducted at a discount, and provides additional liquidity to those seeking to trade. This resolution seeks shareholder approval to undertake an on-market buyback of up to 82,607,530 shares in the company over a 12-month period, following approval of this resolution. This amount represents 25% of the shares on issue of the company as at 19 October 2023, being the last practical day prior to the finalization of the notice of meeting. The reason for the resolution is that the company's existing on-market buyback program is currently being conducted according to what is commonly called the 10/12 limit of the Corporations Act. This allows the company to buy back shares on market without shareholder approval, provided that the total number of shares bought back does not exceed 10% of the smallest number of votes attaching to voting shares on issue during the previous 12 months. Gaining shareholder approval in Resolution 4 will materially increase the company's ability to buy back shares, providing additional flexibility for its capital management program. The Board recommends that shareholders vote in favor of Resolution 4. I'll now move Resolution 4. Rebecca? Nothing on my end. Nothing on the phones? There are no phone questions at this time. Thank you. Malcolm, straight to the last sentence. This isn't gonna solve the fundamental issue today, Dave. What's the question, Malcolm? Oneis a broken business. Malcolm, this is unfair to RGH shareholders. You have to get to the question. I have three dot points and one question. Get to the question. The same tired, old faces have been around- Malcolm, I am able to turn your microphone off, mate. There's only one change- What's the question? Cool- What's the question, Malcolm? You are being rude to everyone, including RGH shareholders. The statement is- What's the question? We've got 10 minutes- What's the question? Then you can make your statements. If this resolution is approved, and if in, say, six months from now, May next year, you with me? The prevailing discount is more than 5%, will you propose a restructure to shareholders that allows redemptions at NTA? And by that, I mean, you start the preparation work now to be in a position to announce an EGM in June, to approve a restructure, to a listed- Got it. Or unlisted unit trust. Got it. It's not brain surgery. Got it. But it will fix the chronic, permanent problem we have here. Thanks, Malcolm. Thanks. Will, will you do it? No. Are there any other questions? Thank you. Okay, we will now go to the votes. I'll now show the pro... Oh, Charlie? Quick question. Yes. Can you point to some examples, please, in which a 25% discount has worked for other managers? There have been plenty of examples of off-market buybacks at NTA, which have certainly supported the, the share price, which is- As I said earlier, Charlie, our view is there are three things that we are focused on to solve, to seeking to compress and hopefully eventually removing any discount: in investment performance, improved IR communications, and capital management. Part of capital management is steady and growing dividends, and the other part is a buyback. We have hit the ceiling on the 10/12 rule, as I've said multiple times, we're increasing the capacity to add that element. I just appreciate... I presume you've done the research to understand- We've done plenty of research. Thank you. Have taken this approach- Thank you. and it's worked. Yes. Can you- Thank you. We've done- Can you point to those that have shown this is a successful approach? This is the view that we are taking. Buybacks are part of our arsenal here, and we're seeking a bit more capacity. So you will be the exception, given that everyone else- We shall see what happens. Thanks, Charlie. Thanks, mate. Okay, so I'll show the proxies on the screen. Open proxies in favor of the chair will be voted in favor. Adjusting for this, there's 75,962,110 in favor. 50,396 other proxy discretion, 62,001 against. So this equates to a 99.9% vote in favor, 0.1% other proxies, or 0.1% against.... Would anyone who's now eligible, please complete resolution four. I'll now move to resolution five: approval for the issues of shares under the reinvestment mechanism. The background of this resolution is set out in the explanatory memorandum, and the notice of meeting will be taken as read, but I'll touch on the key points. In summary, when VG1 was established, the manager implemented a mechanism which would further align its key staff with VG1 shareholders. As a result, the three original principals of VGI Partners were required to reinvest back into VG1 shares 100% of their share of their after-tax performance fees that VGI Partners has earned from VG1. To be clear, this means they are paying for these additional VG1 shares. They are not obtained for free. This mechanism has continued to be in place post the merger of VGI and Regal to form Regal Partners. As these arrangements can involve the issuance of new VG1 shares to related parties, we are required to seek shareholder approval for this element of the reinvestment mechanism every three years. The Board recommends that shareholders vote in favor of resolution five. I will now move resolution five. Nothing online. Thank you. Okay, nothing on the phones? There are no phone questions at this time. Okay, anything in the room? Doesn't seem like it. Okay, thank you. I'll now show the proxies on the screen. Open proxies in favor of the chair of the meeting at the time show will be voted in favor. Adjusting for these, there are 62,877,267 in favor, 50,396 other proxy discretion, and 2,243,473 against. That equates to 96.5% in favor, 0.1% other proxies, 3.4% against. Would everyone who is now eligible to vote, please complete your vote on resolution... That should be five. My thing says four. Resolution five. Okay. So I'm gonna suggest we don't go have any general questions. I think we're gonna have a five-minute break, so I'm gonna go straight to the wrap up. One online. Okay. Go. Just with regard to the dividend policy, there's a question regarding the consultation on a dividend policy and whether there was any consultation on other options, including a wind-up or open-ended conversion. They've noted that the discount had widened, has widened since the change in the dividend policy. Yes. That's the only question online. Okay, thank you. So look, as, as we've discussed, the sort of Board is constantly considering all options for closing the discount, and so we are continually focused on that, and our view is that dividends are an absolutely a part of that, and we're pleased to have increased it from AUD 4.5-AUD 5, hopefully as franked as possible. So with that, everyone, that'll conclude the general questions. In case you have not completed your voting during the meeting, I will now give you a moment to finalize your voting. As mentioned earlier, Boardroom... Could you just keep it down a bit, David, please? VG1 share registry will conduct the poll using the voting cards that you've submitted today in this room, the online votes that you submit, and the votes that were cast online before the meeting. If there is any person in the room who believes they are entitled to vote but haven't registered to vote, would you please raise your hand for assistance? As a reminder for those in the room, the persons entitled to vote in this poll are all shareholders and proxy holders holding blue cards. On the reverse of your blue admission card is your voting paper and instructions. Please ensure you print your name where indicated and sign the voting paper. When you have finished filling in your voting card, please provide it to Boardroom staff to ensure your vote's counted. The Boardroom staff will also be able to help you if you need additional time or other assistance. If you do require any help, please raise your hand. Have all the votes been cast? I'll now declare, I think, that the poll is closed. Sir, are you good, gents? Okay, if you've voted, we'll declare the poll closed. But if Boardroom could... We've got a couple of gentlemen here with cards. Could someone, maybe Ian, run and just grab the Boardroom guy? We'll keep the poll open so everyone can vote that has one. And as I've said earlier, today's AGM results will be released to the market and made available on VG1's website later today. Here comes... Oh, hang on. Not quite, Boardroom. Ah, here's Boardroom with their magic box. So please hold up your blue card if you've got one. There's one down the front here.