Good morning, ladies and gentlemen. It's 10:00 A.M. Brisbane time. I wanna welcome everyone online to the 2022 annual general meeting of RPMGlobal Holdings Limited. My name is Paul Scurrah, and I am a non-executive director of RPM. Unfortunately, our company Chairman, Steve Baldwin, is not able to be in attendance today due to an illness. The board have requested that I chair this meeting on his behalf. As we have a quorum, I now declare the meeting open. Today's meeting is being held online via the Computershare platform. This meeting platform allows shareholders, proxies, and guests to attend the meeting virtually. Shareholders may participate in the AGM via the online platform from their computer, their smartphone or tablet by entering the URL detailed in the notice of meeting into your browser. The online platform allows RPM shareholders to view the meeting presentation, to vote, and to ask questions in real time. Further information regarding the online platform, including how to participate, vote, and ask questions during this meeting, is set out on this slide and is also attached to the notice of the meeting. To ask a question, you just select the Q&A icon. You select the topic your question relates to, and you type your question into the chat box at the bottom of the screen and press Send. Questions can be submitted at any time. However, please note that while you can submit questions from now on, I will not address them until the appropriate time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on the one topic, they may also be amalgamated together. Finally, due to time constraints, we may not get to answer all of your questions. If this happens, we will endeavor where appropriate to answer them in due course via email and/or during our ongoing disclosures to the market. A reminder on how to vote will be displayed in the presentation when we reach the formal business of this meeting. With those formalities done, and that is Steve's picture on the screen, not mine, just to be clear. With those formalities done, I want to formally welcome you to the AGM, which has been called under the notice of meeting, which was issued on the 23rd of September 2022, and I propose that the notice of meeting be taken as read. In RPM's head office here with me today is my fellow directors consisting of Chief Executive and Managing Director, Richard Mathews. Good morning, everyone. RPM Non-Executive Director Angeleen Jenkins. Good morning, everyone. RPM Non-Executive Director, Ross Walker. Good morning, everyone. As I mentioned at the start of today's meeting, our Chairman, Stephen Baldwin, is unfortunately an apology for today's meeting due to illness. RPM's key management personnel or KMP are also in attendance at today's meeting from RPM's Brisbane office. James O'Neill, RPM's Group General Counsel and Company Secretary. Morning. Michael Kochanowski, RPM's CFO. Good morning. We also have with us here today Mr. Cameron Henry, who is RPM's Audit Partner from BDO Audit. Good morning. Cameron, sorry. Cameron is here present with us in the Brisbane office as well. Before we proceed with the formal items of business, our Managing Director and CEO, Richard Mathews, will provide a short update on the RPM business. Richard. Yeah. Thanks very much, Paul, and good morning to everyone. That is me on the screen. It's great to have everyone here today. I guess I should talk a little bit about the company's share price. It has started to recover after being under pressure from the global trading downturn, I guess of technology stocks that have occurred this calendar year. When we drafted up this note, it was trading at about AUD 1.84, so it's lifted about 20% from its lows of about AUD 1.47 in late July. Good to see the share price starting to respond. We did announce in May, late May, that our intention to undertake an on-market share buyback as part of the ongoing capital management strategy of the company. We based that at the time on the current share price, historical share price, and the cash balance of the company. I can confirm now that we have acquired AUD 3.135 million shares at an average price of AUD 1.59 million. Just yesterday, the buyback spend surpassed AUD 5 million. While the board continues to think that the share price is undervalued, it is our intention to continue the share buyback. In terms of the start to the year, 2023 financial year, it certainly started strongly from an annual recurring revenue perspective. Annual recurring revenue at the moment is AUD 51 million. That's a AUD 2.5 million increase from the number we gave our shareholders in June 30. For the people who have been sort of following our guidance, what that really means is that of that AUD 11 million in incremental 2023 software subscription growth, AUD 9 million of that is now fully contracted. We're making good progress in terms of the software subscription growth, and we got off to a quick start in terms of ARR. In terms of total contracted value, we've sold AUD 5.5 million with an average term of two years. At the end of the first quarter, we have maintained our pre-contracted, non-cancelable software subscription revenue balance of AUD 96 million, which will be recognized in future years. When we announced and released our 2022 financial results, which was at the end of August, we did provide guidance to the market. The board met earlier this morning, and we are comfortable to reconfirm our guidance for the 2023 financial year, with revenue of AUD 101 million and an EBITDA of AUD 14.2 million. Paul, I'm gonna hand back to you for the formal items of the business. Okay. Thanks, Richard. I will now proceed with the formal part of the meeting. The meeting has been called, as I said before, under the notice of meeting issued on the 23rd of September, 2022. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, if you're eligible to vote at this meeting, a new voting icon will appear, and selecting this icon will bring up a list of resolutions and present you with the voting options. To cast your vote, simply select one of those options, and a tick will appear to confirm receipt of your vote. You do, however, have the ability to change your vote up until the time that I declare voting closed. I now declare voting open on all items of business, and the voting icon will soon appear. Please submit your votes at any time. I'll give you a warning before I move to close voting towards the conclusion of today's meeting. The first item of business is to receive and consider the financial statements and the reports of the directors and auditor for the year ended June 30, 2022. Please note there is no voting applicable on this item of business. Instead, this item gives you, as a shareholder, the opportunity to ask questions via the platform about the company and its operations. Any questions in relation to executive remuneration policies will be considered when we come to the next item of business covering the adoption of the remuneration report. Questions may also be asked of our auditors, BDO, 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 audit, of the auditors carrying out the audit. I would be pleased to take any comments or questions via the platform that you may have in relation to the audit, the financial report, the director's report, or on the operations of the company. We've not received any written questions for the auditors prior to this meeting, and as such, I'll pause now to see if there are any questions relating to this matter on the portal or via the phone. Paul, at this stage, we don't have any questions on the portal, in relation to this business. I'll just confirm via Computershare whether there are any audio questions from shareholders on this matter. Paul, there are no audio questions from shareholders on this item of business. Okay. Thank you. As there's no questions, we'll now move to the second item of business. The next item of business is the non-binding advisory vote on the adoption of the remuneration report. The proxies that have been received for this motion prior to today's meeting are being shown on the presentation now. The directors have prepared a remuneration report to June 30, 2022, which is included in the annual report that has been made available to shareholders. The Corporations Act requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on the matters in the report. In line with the legislation, this vote will be advisory only and will not bind the directors of the company. However, the board will take the outcome of the vote into consideration when considering the remuneration policies applicable to the company. The remuneration report for last year, the 2021 financial year, was passed by poll at last year's annual general meeting. Further, the company did not receive any specific feedback at that AGM, nor during the year on its remuneration practices. RPM's remuneration strategy and approach is set out in considerable detail in the remuneration report, so it is unnecessary for me to repeat it now. I'll be pleased to take any comments or questions via the platform you may have in relation to executive remuneration policies or the remuneration report. As such, I'll pause now to see if there's any questions relating to this matter on the portal. Well, we don't have any questions on the portal for this item of business. I'll confirm again with Computershare if there are any audio questions from shareholders on this matter. There are no audio questions from shareholders on this item of business. Thank you. This resolution has been put to shareholders to vote by way of a poll as an ordinary resolution. Your directors unanimously recommend that you vote in favor of this resolution. I advise that all available proxies for the chairman will be voted in favor of this resolution. I remind our key management personnel and their associated parties that voting exclusions apply to this resolution under the Corporations Act, and excluded parties should not vote. I will now move on to the third item of business. The next item of business is the re-election of Ross Walker as a non-executive director of RPM. The proxies that have been received for this motion are being shown on the presentation now. I advise that all available proxies for the chairman will be voted in favor of this resolution, which is being put to shareholders to vote by way of a poll as an ordinary resolution. Rule 19.4B of the company's constitution provides that no director who is not a managing director may hold office without re-election beyond the third annual general meeting at which that director was last elected or re-elected. ASX Listing Rule 14.4 also restricts a director, other than the managing director, from holding office without re-election past the third annual general meeting following the director's last election or re-election for three years, whichever is longer. Ross Walker, who was last re-elected by shareholders on the 15th of October 2019, hereby retires from office under rule 19.4B of the company's constitution and ASX listing rule 14.4, and being eligible, stands for re-election. Originally appointed to the company's board in March 2007, and most recently elected by shareholders at the company's 2019 AGM, Ross is also a non-executive director of Wagners Holding Company Limited, ASX WGN, and was previously a partner of Pitcher Partners in Brisbane, having joined them in 1995. Ross has held previous roles at Arthur Andersen, having worked locally and in various offices throughout the United States of America. In addition, Ross has experience in corporate finance, auditing, valuation, and capital raising. He also has a Bachelor of Commerce from the University of Queensland and is a member of the Institute of Chartered Accountants. Your directors, with Ross abstaining, recommend you vote in favor of this resolution, and all available proxies will be voted in favor of this resolution. Ross and the board will be happy to take any comments or questions you may have in relation to Ross's appointment via the platform. Paul, we don't have any questions on the portal, in relation to Ross's appointment. Check with Computershare if there are any audio questions. Paul, there are no audio questions from shareholders on this item of business. Thank you. As there are no questions, I move that Ross be re-elected as a non-executive director of RPMGlobal Holdings Limited. Thank you, shareholders. Congratulations, Ross. Thank you. I will now move on to the fourth item of business. The last formal item of business is the approval of the RPM long-term employee incentive scheme. The proxies that have been received for this motion are being shown on the presentation now. I advise that all proxies for the chairman will be voted in favor of this resolution, which is being put to shareholders to vote by way of a poll as an ordinary resolution. ASX listing rule 7.1 prohibits the company issuing equity securities which, in aggregate, exceed 15% of the fully paid ordinary share capital of the company in any 12-month period. ASX listing rule 7.2, exception nine, provides that ASX listing rule 7.1 does not apply to the issue of securities by the company under an employee incentive scheme if the scheme has been approved by shareholders within three years from the date of issue of the relevant securities. The company's existing share option plan was last summarized and approved by shareholders at the company's 2019 AGM. A summary of the current status of options granted under this plan to the date of the notice of AGM was set out in the notice of meeting. The board considers the long-term incentive plan to be a key part of the company's remuneration strategy and to assist in the alignment of shareholder, director, and employee interests. This resolution three seeks shareholder approval of the company's share option plan for the purposes of ASX listing rule 7.2, exception 13, and the RPM plan was last approved by shareholders at the company's 2019 AGM. An overview of the current share option plan was set out in detail in the notice of meeting. The directors abstain, in the interest of corporate governance, from making a recommendation in relation to this resolution. I'd be pleased to take any comments or questions you may have in relation to this resolution. Well, we do not have any questions on the portal for this last formal item of business. Computershare, are there any audio questions from shareholders? There are no audio questions from shareholders on this item of business. Thank you. As there are no questions, I'll move the issue of securities in the company under the RPMGlobal Holdings Limited share option plan, as described in the explanatory memorandum, be approved as an exception to the ASX Listing Rule 7.1 for the purposes of ASX Listing Rule 7.2, exception 13, and all other purposes. Before I move to close voting on the meeting, shareholders are invited to ask any further questions via the platform or to raise any other business which may be lawfully brought before the meeting. Well, we've just reviewed and there aren't any questions on the portal. Computershare, are there any audio questions from shareholders in relation to any other matter on the audio line? There are no remaining audio questions from shareholders. Thank you. That concludes our discussion on the items of business. In a couple of minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I'll now pause to allow you the time to finalize those votes. Okay. Voting is now closed. The results of these votes, together with the proxies already received, are being tallied and audited by RPM Share Registry representatives at Computershare and will be released to the stock exchange later today. Thank you. Okay. Before formally closing the meeting, I'd like to thank our shareholders for supporting the company and for your continued support of the board and the management team. Thank you all for your attendance and interest today. We look forward to your continued support in the coming year. There being no further business, I now declare the AGM closed at 10:20 A.M. Brisbane time. Thanks, everybody.
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