Good afternoon, ladies and gentlemen. My name is Andrew Reitzer, I'm the Chairman of SG Fleet Group Limited. On behalf of the board and management, I would like to welcome you to the 2022 annual general meeting of the company. This AGM is being held virtually via the Lumi platform. All attendees can watch a webcast of the meeting online. In addition, shareholders and proxies have the ability to ask questions and submit votes. It's now just gone 3:00 P.M., and I'm advised by the company secretary that there's a quorum present, and I now declare the meeting open. Before we commence the formal business of today's meeting, I would like to introduce the directors and management who are participating in the meeting today. Firstly, we have Robbie Blau, our CEO, Kevin Wundram, our CFO, Cheryl Bart, Non-Executive Director, Edwin Jankelowitz, Non-Executive Director, Peter Mountford, Non-Executive Director, Tex Gunning, Non-Executive Director, and Tawanda Mutengwa, our company secretary. You can read full details of the directors' backgrounds in our 2022 annual report. Also in attendance is Josh Pearce, representing the company's auditor, KPMG. Now, I'd like to turn to the formal items of the business. The minutes of the annual general meeting held on the 26th of October 2021 were signed and are tabled for the information of shareholders. The purpose of this meeting is to consider and vote on the resolution set out in the notice of meeting dated the 15th of August 2022. The notice of meeting has been sent out to all shareholders in accordance with the Corporations Act. I will take the notice of meeting as read. Online attendees can submit questions at any time. To ask a question, select the messaging tab at the top of the Lumi platform. At the top of the tab, there's a section for you to type your question. Once you have finished typing the question, please hit the arrow symbol to send it. If shareholders are attending the meeting via telephone, they will also have an option to ask by pressing star one on their phone keypad to raise their hands. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. 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 are eligible to vote at the meeting, a new voting tab will appear. Selecting this tab will bring up a list of resolutions, and present you with voting options. To cast your vote, simply select one of the options. There's no need to hit the Submit button or an Enter button as the vote is automatically recorded. You do have the ability to change your vote up until the time I declare the voting closed. I would now like to ask Robbie Blau, our CEO, to present to shareholders. Thank you, Mr. Chairman. Good afternoon, everybody. My name is Robbie Blau, CEO of SG Fleet. Thank you for taking the time to participate in our 2022 annual general meeting. I will start with an overview of our performance during the 2022 financial year, and will then go into more detail on our various businesses. I will also briefly talk to you about our performance since the end of the reported period, how the operating environment has evolved, and how we're going with the integration of LeasePlan, the acquisition of which we completed just over a year ago now. Our operating environment continued to produce unusual challenges during the 2022 financial year in the form of manufacturing and supply chain disruption, labor pressures, and the way we conduct business interactions. In that context, we were delighted to report that we again made clear progress during the period. That is the sign of a company operating efficiently and consistently achieving its goals. All of our businesses maintained the momentum built up early in the COVID period. In the novated channel, we saw continued growth in inquiry levels. Both the corporate and the novated channels continued to face the challenge of delivering what remained limited supply against the growing order pipeline. As a consequence, those deliveries were pushed out further. The LeasePlan integration proceeded really well and already delivered very tangible outcomes that are supporting our performance. Obviously, we continue to look at ways to accelerate the integration process. Interest in electric vehicles and our EV expertise picked up further, and we continue to actively innovate and further enhance our competitive advantage in that space. In summary, the combined businesses delivered strongly on the potential we created. In our corporate channel, the environment remained largely unchanged throughout the year. Competitive activity was mostly rational. Supply did not improve and used vehicle values continued to increase as the year went on. As in the previous year, we saw a very significant stream of new opportunities coming to market. Much like every other organization in the current environment, we face significant pressure on staff resourcing, and this lifted remuneration levels substantially. In terms of the performance of this channel, it was very much a continuation of the momentum from previous periods. Our tender win rate remained stable at a high level, and with cash flow management remaining a major focus of our customers, sale and leasebacks were again seeing strong demand. In the existing customer book, retention levels were again very strong. In terms of products and services, an ever-increasing environmental focus started driving interest in all potential decarbonization avenues, including, of course, for vehicle fleets. Interest in electric vehicles in our eStart service strengthened in line with this. Take up of the Bookingintelligence asset booking solution and the DingGo platform service continued to grow across the original SG Fleet customer book. The customers acquired as part of the LeasePlan deal also responded well to the SG Fleet product set and our innovation initiatives. Supported by the high employment rates, customer inquiries in the novated channel reached their highest levels in almost four years. However, the supply situation meant that delivering vehicles against the orders received remained our greatest challenge. As a consequence, our novated pipeline continued to grow throughout the year. Acquisition of new customers was again strong, with a significant number of new accounts coming on board. This progress was supported by the extension of our best practice lead generation and employee engagement methodologies into the team servicing existing LeasePlan accounts. We have been on a digitization drive in this channel for some time now, and this work continued during the year. As novated leasing is traditionally a resource-intensive business, this will help us achieve improved efficiencies and lower operating costs. Tender activity in New Zealand continued to rebound after the COVID lockdown lull. There's been a particular focus on mobility technology and EVs in this market. Competition for available business was largely rational. Supply issues remained, and used vehicle prices were again elevated. Our combined business in New Zealand was very successful in retaining existing corporate and government accounts and adding new business in a number of industries, with progress in the SME segment particularly pleasing. As was the case in Australia, the LeasePlan customer base in New Zealand responded well to the SG Fleet product set and innovation. The environment in the U.K. remained largely unchanged during the financial year, although in the final months there was some evidence consumers were becoming more cautious because of rising inflation. Despite the end of some incentives, EV demand continued to grow, with about a third of our orders being for fully electric vehicles. The supply situation in the U.K. worsened during the second half, with most makes and models continuing to have extremely lengthy lead times. Again, the consequence of this, of course, were extremely strong used vehicle values. Progress in the business continued from previous periods, with particular success for our Novalease salary sacrifice product. These wins inevitably led to further growth in the order pipeline and delays in deliveries. Within the existing book, further penetration was achieved by introducing additional products and services, in the process strengthening our customer relationships. I'm now turning to business activity since the start of the current financial year. In our corporate channel, we've maintained the pace of the 2022 financial year, and business prospecting activity has remained at high levels. A significant number of accounts won in that year were onboarded during the first quarter, and we added further wins during that period. Tender activity is strong, with a large number of proposals currently under evaluation. We remain confident we will again be successful with more than our fair share of these proposals. Sale and leasebacks continue to be popular, and they are, of course, a good way to bring new customers to outsourcing. We've also seen an uptick in interest in telematics from some of our major government accounts. This obviously increases product penetration and deepens our relationship with those customers. On the product development front, we are moving our externally provided accident management services to DingGo, in the process strengthening its offering and accessing a wider customer base. Given the continued supply disruption, we have undertaken lease extensions for our customers where required, and this has continued to cap our disposal volumes. In the Novated channel, we saw a seasonal slowdown in July, but demand for our products has recovered since then. Leads are tracking well ahead of our original projections, and this has undoubtedly been supported by the integration of our lead generation activities across the SG Fleet and LeasePlan customer book, as mentioned before. As has been the case in the corporate channel, LeasePlan customers and drivers have responded very positively to the additional products and services we can now offer them. The sum total of this continued progress has meant that our order pipeline in Australia has lengthened further by about 10% on June 2022, and by 50% on the same time last year. The pipeline is about 6 x that seen pre-COVID. Again, these are contracts we've already secured on which we will be delivering in this and future periods. In New Zealand, the post-lockdown recovery has continued, and tender activity continues to grow in both the corporate and the government segments. Competition for this business is strong, but we again won a range of new accounts, and we're able to retain those already in our book. Delivery lead times remained lengthy, with typically a six- to nine-month wait for ICE vehicles and a 10- to 12-month wait for hybrids and EVs. The consequence is, of course, that the order pipeline has remained at record levels. In the U.K., we converted a number of key opportunities in the corporate channel during the quarter, which is keeping our order bank very full indeed. We've seen some reduction in activity in the Novalease salary sacrifice product in line with the more constrained consumer spending overall. Nevertheless, a number of new schemes were launched in the period, and more opportunities continued to arise. EV interest continues its rise, with 35% of new orders now for EVs. Our expertise in this area was again recognized, with SG Fleet U.K. winning the Business Car Awards 2022 for Best Eco Initiative for our eStart solution. Live trials, should I say, have now started there for our Zoomo electric micromobility offering, and additional customers are making initial inquiries. Delivery lead times remain lengthy but have improved somewhat for some makes. In line with that, the U.K. order pipeline has been relatively stable. On the topic of supply and related to that used vehicle values, little has changed in the past quarter. While there was a marginal improvement in supply in Australia over the last two months, total global production is unlikely to recover to pre-COVID levels before 2024. We are currently about 10% below those production levels, and when we have recovered, we will still need to clear the backlog created during the COVID years. Combined with ongoing shipping and logistical issues, this means that the supply environment will remain challenging for some time. We've also seen some manufacturers reduce current supply in their mainstay models, particularly the ones typically used in corporate fleets. In Australia, VFACTS industry numbers are showing a moderate increase in supply, but we have to remember that we were in full lockdown in the third quarter of the previous calendar year, so the base was artificially low. The prior year numbers also did not include Tesla, who have been very active here in the past few months with their new Model Y. VFACTS also reflects the growing market share of some Chinese makes, which typically are not high demand for corporate fleets at this stage. All of this, of course, continues to be reflected in used vehicle values. Across all of our geographies, used vehicle values have remained close to record levels. In Australia, some seasonal factors have had an impact on values, but they remain within 10% of previously achieved record levels. The winter months are typically slower months, starting with rental companies destocking after the end of summer, of the summer tourism season. In the end, dealers wanting to monitor the impact of interest rates on consumer demand also temporarily reduced stock levels. Since then, values have recovered and stabilized, but they may lift again towards the busy year-end season. Another factor we are starting to see is the vacuum of three-year-old cars coming to the used market because of the depressed new car sales in the early COVID period. All in all, our view remains that little meaningful change will be seen in terms of supply and used vehicle values before the middle of the 2023 calendar year. The integration of the LeasePlan business continues to make very good progress, and we are well on schedule to achieve our synergy extraction objectives. A number of the early logistical phases of the integration are completed or nearing completion, and our focus is now shifting, should I say, to our longer term strategic goals. In the current quarter, we will be completing further organizational changes and premises consolidation activities. As previously flagged, one of the key objectives of the LeasePlan acquisition was the creation of a stronger product and services offering, and we are currently finalizing various product reviews to optimize the value proposition of the combined business. As we bring various departments together, we are also modeling an optimal organizational structure that will support the extraction of the acquisition benefits, as well as reshape the business to better compete in the new mobility world. Innovation will of course continue to play an important role in that by extending the range of products we are introducing to existing SG Fleet and LeasePlan customers. Thank you all for your attention. I will hand back to the chairman now. Thank you, Robbie. We will now move on to items of business that are set out in the notice of meeting. As this is a shareholders meeting, only shareholders, their proxies, attorneys, and authorized company representatives are entitled to speak or vote at this meeting. Details of valid proxies for each resolution will be displayed on the screens. As set out in the notice of meeting, the Chair intends to vote all available proxies in favor of each item of business. The first item of business is to receive and consider the financial report of the company and reports of the directors and auditor for the financial year ended 30th of June 2022. As there is no resolution required to be put to the meeting in respect to this item, I welcome any questions or comments on this item. There aren't any, so we'll move on to the next item. Item two relates to the adoption of the remuneration report for the financial year ended 30 June 2022. The remuneration report is set out in the 2022 annual report. The Corporations Act requires listed companies to put a non-binding resolution to shareholders to adopt the company's remuneration report. In addition to my responsibilities as chairman of the company, I also chair the Nomination and Remuneration Committee. The main role of this committee is to assist the board in fulfilling its corporate governance responsibilities and to review and make recommendations in relation to the remuneration arrangements for its directors and executives. The matter of remuneration is a very important one, and accordingly, we adhere to strict principles when determining the nature and amount of remuneration. The objective of our reward framework is to ensure reward for performance is competitive and appropriate for the results achieved. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for you, our shareholders. It also conforms to market best-practice-based practice for delivery of reward. The performance of the group depends on the quality of its directors and executives. Our remuneration philosophy is to attract, motivate, and retain high-performing quality executives. Our remuneration framework has been structured to be market competitive and complementary to the reward strategy of the group. As indicated at our full-year results announcement, the company is implementing a number of initiatives to build a stronger business going forward. These initiatives will lead to positive changes in our revenue profile. However, the change in profile will render our current incentive plan structures ineffective, and accordingly, the Nomination and Remuneration Committee is assessing alternative structures which will be implemented in due course. Further detail on our remuneration practice is contained in the remuneration report sections on pages 25-37 of the 2022 annual report. I now move that the remuneration report, which forms part of the directors' report for the financial year ended 30 June 2022, be adopted. I welcome any questions or comments on this item. Nothing there. There are no further questions. I'll now advise the position of valid proxies. These are on the screen. Votes for, you can see, are 81%, plus the votes which are open, which will be voted in favor. We will now move on to the next resolution. At this point of the meeting, as the next item for resolution relates to my re-election, I will hand over to Mr. Edwin Jankelowitz to act as chair. Item three relates to the re-election of Andrew Reitzer as a director of the company. Mr. Reitzer retires by rotation, and being eligible, offers himself for re-election as a director. Details of Mr. Reitzer's experience are set out in the notice of meeting. The directors, Mr. Reitzer abstaining, recommend that shareholders vote in favor of the election of Mr. Reitzer as a director. I now move that Mr. Reitzer be re-elected as a director of the company. Happy to open the floor to questions. There are none. The valid proxies are shown on the screen, so there will be 98.8% in favor. We will now move on to the next resolution. I will now hand back to Andrew to resume as chair for the rest of the meeting. Thanks, Edwin. Item number four relates to the re-election of Peter Mountford as a director of the company. Mr. Mountford retires by rotation, and being eligible, offers himself for re-election as a director. Details of Mr. Mountford's experience. Assume you can see the results of the valid proxies on the screen, also close to 99% in favor. We will now move on to the next resolution. Item five relates to the re-election of Cheryl Bart as a director of the company. Ms. Bart retires by rotation, and being eligible, offers herself for re-election as a director. Detail of Ms. Bart's experience are set out in the notice of meeting. The directors, except Ms. Bart abstaining, recommend that shareholders vote in favor of the election of Ms. Bart as a director. I now move that Ms. Bart be elected as a director of the company. I'd like to open the floor to any questions. There aren't any. On the screen, you can see the results, also close to 99% in favor. We'll now move on to the next item. Item number six relates to the renewal of the proportional takeover approval provisions contained in Rule six of the company's constitution for a further three years with effect from the date of this meeting. Details relating to the resolution are set out in the notice of meeting. The directors recommend that shareholders vote in favor of this resolution. As stated in the notice of meeting, this is a special resolution. Pursuant to the Corporations Act, at least 75% of the votes cast by shareholders entitled to vote on the resolution is required for the resolution to be passed. I now move that the proportional takeover approval provisions be renewed with effect from the date of this meeting. I'd like to open the floor to any questions. There aren't any, so you can see the proxies on the screen, also over 99% in favor. Item seven relates to the appointment of Ernst & Young as company auditor. It is proposed that for the purposes of Section 327B of the Corporations Act 2001, and for all other purposes, Ernst & Young, having been nominated by a shareholder and consenting in writing to act in the capacity of auditor of the company, be appointed as auditor of the company and that directors be authorized to fix the remuneration of the auditors. Further details relating to this resolution are set out in the notice of meeting. I now move that the appointment of Ernst & Young be approved. I'd like to open the floor to any questions. There are none. You can see the results of the proxies on the screen, again, close to 99%. Item eight relates to the grant of options and performance rights to the chief executive officer. It is proposed that approval be given for all purposes, including ASX Listing Rule 10.14, to grant the company's Chief Executive Officer, Robbie Blau, 867,705 options and 94,349 performance rights as his long-term incentive award for the financial year ended 30th of June 2023 under the company's Equity Incentive Plan on the terms set out in the explanatory notes to this notice of meeting. Further details relating to this resolution are set out in the notice of meeting. I now move that the grant to the company's Chief Executive Officer, Robbie Blau, 867,705 options and 94,349 performance rights as his long-term incentive award for the financial year ended 30th of June 2020 to be approved. Open the floor to any questions. There are none. You can see the results on the screen, a similar result. Item number nine relates to the grant of options and performance rights to the Chief Financial Officer. It is proposed that approval be given for all purposes, including ASX Listing Rule 10.14, to grant the company's Chief Financial Officer, Kevin Wundram, 335,091 options and 36,436 performance rights as his long-term incentive for the financial year ended 30 June 2023 under the company's Equity Incentive Plan on the terms set out in the explanatory notes of this meeting. Further details relating to this resolution are set out in the notice of meeting. I now move that the grants to the company's Chief Financial Officer, Kevin Wundram, of 335,091 options and 36,436 performance rights as his long-term incentive award for the financial year ended 30th June 2023 be approved. I would also like to open the floor to any questions. There aren't any, so you can now see the valid proxies on the screens. Also, overwhelmingly approved. We will now hold the poll on all items for resolutions. The voting tab will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting. Give him a few minutes. Okay. As all items resolutions have been dealt with, I now declare the poll closed. After the votes have been counted and reviewed by KPMG, the results of the poll will be released to the ASX and will be published on the company's website. I would now like to invite any general questions in relation to the company or its operations. Mr. Chairman, we have received two online comments or questions. I shall read them out to you. First one from Mrs. Somerville. I have noticed number plates in New South Wales with SGF and the company name on the plate. Does this apply to all SG Fleet vehicles? It is nice to see how many vehicles are on the road that are owned by SG Fleet. It is a great marketing initiative. Robby? Thank you for the question. It is a marketing initiative. It's not all SG Fleet-owned vehicles that use those plates. Certain of our key dealer network that we work with stock those plates and use them when customers are happy to have those plates. Yes, we encourage as much use of them as possible. Thank you. Also from Mrs. Somerville and one other shareholder, Scrap Pty Limited, the question whether we would consider having an in-person AGM next year. Thanks for that question. We were actually talking about that just before the start of this AGM. Certainly, you know, if health regulations and all other things being equal, we certainly will consider it. Yes. Okay. Thank you very much for those questions. Ladies and gentlemen, that concludes the formal business of this meeting. I'd like to thank you for your ongoing support. I'll now close the meeting, and thank you for your attendance.
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