Good morning, ladies and gentlemen. As the time here in Brisbane is 10:00 A.M. I want to welcome everyone online to the 2023 Annual General Meeting of RPMGlobal Holdings Limited. My name is Steve Baldwin, and I'm Chair of the Board of RPM. As we have a quorum, I now declare the meeting open. Today's meeting is being held online by the Computershare platform. This meeting allows shareholders, proxies, and guests to attend the meeting virtually. Shareholders may participate in the AGM via the online platform from their computer, 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 ask questions in real time. Further information regarding the online platform, including how to participate, vote, and ask questions during the meeting, is set out on this slide and is also attached to the notice of meeting. Please select the Q&A icon, select the topic your question relates to, and type your question in the chat box on the screen, and then 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 one topic, they may 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 our ongoing disclosures to the market. A reminder on how to vote will be displayed in the presentation when we reach the formal business part of the meeting. With those formalities now done, I want to formally welcome you to the RPM 2023 AGM, which has been called under the notice of meeting that was issued on 18th September 2023. I propose that the notice of meeting be taken as read. In RPM's Brisbane head office with me today are my fellow directors, consisting of Chief Executive Officer and Managing Director, Richard Mathews. Morning. Non-Executive Director, Angeleen Jenkins. Good morning. Non-Executive Director, Paul Scurrah. Good morning. Non-Executive Director, Ross Walker. Good morning everybody. We also have key management personnel in attendance at today's meeting from the Brisbane office, namely our Group General Counsel and Company Secretary, James O'Neill. Good morning. Our Chief Financial Officer, Michael Kochanowski. Morning. Mr. Cameron Henry, who is our Audit Partner from BDO Audit, is also present in our Brisbane office this morning. Good morning, everyone. 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. Good morning, shareholders. Well, the company finished financial year 2023 strongly, selling AUD 23.1 million in software licenses in late June. Total software sales for 2023 came in at AUD 70.5 million, 25% up on the previous financial year. With such a strong finish to the year, we had expected a slow start to this year. However, we closed AUD 13.2 million in software licenses in quarter one, up 154% on the quarter last year, quarter one last year. It was not just the software division that has had an excellent start to 2023. The advisory division lifted revenues by AUD 31.3 million, up 18% on the previous financial year. Like the software team, they've also gotten off to a great start in 2024 financial year, closing AUD 15.8 million in advisory services in the first quarter, up 71% on quarter one last year. Underlying EBITDA for financial year 2023 came in at AUD 15 million, up 114% over the previous year. However, unfortunately, the strong operational performance both last year and in quarter one this year, has not been reflected in the company's share price, which continues to languish around AUD 1.50. In late May, the company announced its intention to extend the current on-market share buyback, which was started in May 2022, for a further 12 months, as part of the company's ongoing capital management strategy. I can confirm that today, we have acquired 9.5 million shares at an average price per share of AUD 1.55, spending AUD 14.73 million in total since the buyback started. While the Board believes the company's share price is undervalued, it intends to continue this share buyback. On the third of October this year, 2023, the company increased its full-year 2024 revenue guidance by AUD 2 million, and its profit guidance by AUD 1 million. The Board met earlier this morning, and we are comfortable to reconfirm the most recent guidance for the 2024 financial year, which is total revenue in the range of AUD 107 million-AUD 112 million. Underlying EBITDA in the range of AUD 18.5 million-AUD 20.5 million, and profit before tax in the range of AUD 13.5 million-AUD 15 million. I want to thank shareholders and all of our RPM staff right across the world for their support during financial year 2023, and I look forward to the year ahead. I'll now hand back to Steve to continue with the formal items of business. Thank you, Richard. I'll now proceed with the formal part of proceedings. This meeting has been called under a notice of meeting that was issued on 18th September 2023. Voting today will be conducted by way of a poll on all items of business, and in order to provide you with enough time to vote, I will shortly open voting for all of the resolutions. At that time, if you're eligible to vote at this meeting, a new voting icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. A tick will appear to confirm receipt of your vote. You do, however, have the ability to change your vote during the meeting, up until the time I declare voting closed. Now I declare voting open on all items of business. The voting icon will soon appear, and please submit your votes at any time during the meeting. I will 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 the Auditors for the year ended 30 June 2023. Please note there is no voting applicable on this item of business. Instead, this item gives you, as shareholders, 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, content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. As such, I would be pleased to take any comments or questions via the platform you may have in relation to the audit, the financial report, the directors' report on the operations of the company. We have not received any written questions for the auditors prior to this meeting, and as such, I will now pause to see if there are any questions relating to this on the portal or on the phone. There are no questions on the portal on this particular item of business. Thank you. Just let me tell the operator there are no audio questions on this item. There are no phone questions at this time. Thank you. Thank you, James. Thank you. As there are no further questions, we'll now move to the second item of business. This concerns 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 30 June 2023, 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 was passed by poll at last year's AGM, and the company did not receive any specific feedback at that AGM, nor during the year, on its remuneration practices. I would like to comment specifically on the proxy voting that you can see in front of you, which is of surprise to the Board, and I would like to note the following facts. RPM received over 10 million votes from institutional shareholders after the proxy cut-off, that would have voted for the resolution and are not included in these numbers. In the past five years, RPM has received an overwhelming majority of positive support for its Remuneration Report, with 96.8% voting for it over the past five years. We will, however, review our Remuneration Report and discuss the contents with all of those who voted no. I would be pleased to take any comments or questions via the platform you may have in relation to executive remuneration policies or the remuneration report, and as such, I will now pause to see if there are any questions relating to this matter on the portal. There's no questions on this particular item of business. I'll just check with the operator as to whether there are any audio questions. There are no audio questions from shareholders on this item of business. Thank you, James. 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 proxies for the Chairman be voted in favor, but I remind key management personnel and their associate parties that voting exclusions apply to this resolution. Under the Corporations Act, an excluded party should not vote. I will now move on to the third item of business. As this concerns my re-election as a Non-Executive Director, I would like hand over control of the meeting to Paul Scurrah. Thank you, Steve. Good morning again. 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 has been put to shareholders to vote by way of a poll. 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 a company's Managing Director, from holding office without re-election past the third Annual General Meeting following the Director's last election or re-election, or three years, whichever is longer. Our Chair, Steve Baldwin, who was last re-elected by shareholders on the 30th of October 2020, 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 July 2020, and more recently by shareholders at the company's 2020 Annual General Meeting, Steve is a professional company director and currently represents one of Australia's larger superannuation funds, UniSuper, as a director on the boards of two of their private investments, being two large New Zealand-based forestry businesses, Taumata and Tiaki. Stephen is also Chair of Lignor Limited, a technology provider for engineered wood products. Steve has a wealth of experience dealing with international business in the technology industry. He holds a Bachelor of Commerce with honors from the University of Cape Town and is a qualified chartered accountant. Your directors, with Steve abstaining, recommend you vote in favor of this resolution, and all available proxies will be voted in favor of this resolution. Steve and the Board will be happy to take comments or questions you may have in relation to Steve's appointment via the platform. Paul, just confirming there aren't any questions on this particular item of business? The operator just confirming whether there are any audio questions for this item. There are no audio questions from shareholders on this item of business. Thank you. As there are no questions, I move that Steve be re-elected as a Non-Executive Director of RPMGlobal Holdings Limited. Congratulations to you, Steve. I'll now hand control of the meeting back to you, Steve, to move on to the fourth and final item of business. Thank you for chairing the meeting for that resolution, Paul. The last formal item of business is the approval of the Non-Executive Director fee pool. The proxies that have been received for this motion have been shown on the presentation now. I advise that all available proxies for the Chairman will be voted in favor of this resolution, which has been put to shareholders to vote by way of a poll as an ordinary resolution. Under Rule 19.6A of the company's constitution and ASX Listing Rule 10.17, the fee pool may only be increased with shareholder approval. The current fee pool was approved by shareholders at the company's 2009 Annual General Meeting and took effect from 18 November 2009. If this resolution is passed, the fee pool will be AUD 600 thousand per annum. If this resolution is not passed, the fee pool will remain at AUD 500 thousand per annum. The Board considers that the proposed increase in the fee pool is reasonable for a number of reasons set out in full in the notice of meeting, which include, amongst others, to ensure the company has ability to remunerate competitively and also attract and retain high caliber Non-Executive Directors, including to increase the number of Directors on the Board as that is required in the future due to projected growth of the company. The Directors abstain, in the interest of corporate governance, from making a recommendation in relation to this resolution. I would be pleased to take any comments or questions you may have in relation to the resolution. If we don't have any questions on the portal for this item of business, just confirming from the operator if there are any audio questions on this item? There are no audio questions from shareholders on this item of business. Thank you, James. As there are no further questions, I move that for the purposes of ASX Listing Rule 10.17, Rule 19.6, little a of the Company's Constitution, and for all other purposes, the maximum aggregate amount of directors' fees that may be paid to the Company's Non-Executive Directors per annum as remuneration for their services be increased by AUD 100 thousand from AUD 500 thousand to AUD 600 thousand per annum. Before I move to close voting in the meeting, shareholders are invited to ask any further questions via the platform or to raise any other business which may lawfully be brought before the meeting. Steve, we do have a couple of general questions. Yep. Which I'll raise now to you. Thank you. Question number 1 from a shareholder: "Thank you for being a company that allows virtual attendance at your AGM. Will you continue this benefit for shareholders in the future? Yes, we certainly do. We debate every year the way we're going to hold our Annual General Meetings, whether it be virtually or in person. We have not received any feedback to change the basis of the meeting. At this stage, I think we will continue, but we do make a decision on that annually. Second question, Steve. "Would the company consider giving an investor briefing to all shareholders via a webinar after half-year and full-year results? This would put all shareholders on even footing, even the ability to ask questions just like fund managers. Thank you for that. I might hand over to Richard Mathews, our Chief Executive Officer, to answer that. Yes, thanks, Steve. Yeah, no, we will start to look at doing that at the end of the half year and the full year. We haven't done it in the past, but with more and more retail investors invested in the stock, we will introduce that change. Third question, Steve. First bit's a general comment. Share price is low because FY 2023 EBITDA is actually AUD 12 million, not AUD 15 million. The market does not like unexpected surprises. The question, how many employees shared in the AUD 3 million of management incentives? Might hand over to Richard to answer that question, James. Yeah, thanks, Steve. You know, our disclosures are very full, and all the way through, we talk about management incentives being excluded. Correct, there was AUD 3 million paid out in management incentives last year. Of that, mine was AUD 700 thousand. Of the AUD 2.3 million that was paid out, it was paid out across all of the managers in the organization. That's the field managers on the software business, the field managers in the advisory business, as well as all of the corporate managers. Of that AUD 2.3 million, there was just above 30 staff that were participated in that incentive pool. Thanks, Richard. Just refreshing, Steve. There is one late question that's come through. Yep. Just reading this now: What's the thinking behind reporting underlying EBITDA before management incentives? Why is this a useful number to point out to investors, and why the recent change? If this is how management tracks the profitability of the business, and if so, why are these genuine management incentive costs excluded? Richard, can you answer that please? Yeah. There's been quite a lot of discussion, I guess, since we put out guidance last year and this year as well. I've certainly spent a lot of time talking about this. When you look at the disclosures and the actual reporting, we're very clear about that. We've set very, very high targets for the management team. You know, to be able to achieve those targets, you know, it's a real stretch. The view that we have had internally is that we don't include those. If management gets them, fantastic, everyone's happy. However, having said that, it seems as though it would be a lot simpler just to include them and not to highlight them as we have on a consistent basis. It seems as though, you know, there has been comments from shareholders. They just like one number and don't have to think about it. That's, you know, when we look at guidance for next year, we'll probably make that change. Thanks, Richard. James, anything else? Yeah, just been refreshing through our back series, Steve, and I confirm there are no other questions from shareholders on the portal. I'll just check with the operator in case there are any audio questions that have come in during that period. There are no remaining audio questions from shareholders. Thank you. Thanks, James. Well, that just concludes our discussion on the formal items of business. In a couple of minutes, I will close the voting system. Please ensure that you've cast your vote on all resolutions. I'll now pause for approximately 90 seconds to allow you time to finalize your votes. Right. Thank you. Voting is now closed. The results of the votes, together with the proxies already received, have been tallied and audited by our share registrar representatives at Computershare, and will be released to the stock exchange later today. Before formally closing the meeting, I would like to thank you, our shareholders, for supporting the company, and for your continued support of the Board and management team. Thank you all for your attendance and interest, and we look forward to your continued support in the coming year. There being no further business, I now declare the Annual General Meeting closed.
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