Good morning, everybody, welcome to the 2023 annual general meeting of Smartgroup Corporation Limited. I'm Michael Carapiet, Chair of the Smartgroup Board. I'd like to begin by acknowledging the traditional custodians of the land on which we meet today, the Gadigal people of the Eora Nation. I pay my respects to their elders, past, present, and emerging, and extend that respect to all Aboriginal and Torres Strait Islander people here today. It is now 11:00 A.M., the nominated time for the meeting. I've been advised by the Company Secretary that a quorum is present, I'm pleased to declare the meeting open. The notice of meeting was given to shareholders and lodged with the ASX on 6 April 2023. I propose to take the notice as read. This year's AGM has been convened as a physical meeting only, rather than hybrid meetings that we have had for the last three years. We're also providing a video webcast of the meeting for shareholders who prefer to view the proceedings of the meeting remotely, and I welcome all of our shareholders who are now logged on to the webcast. Joining me here today in Sydney are Gavin Bell, Non-Executive Director and Chair of the Human Resources and Remuneration Committee. Deborah Holmwood, Non-Executive Director. Anne McDonald, Non-Executive Director and Chair of the Audit and Risk Committee. Carolyn Colley, Non-Executive Director and Chair of the IT and Innovation Committee. Tim Looi, Managing Director and Chief Executive Officer. Ian Watt, Non-Executive Director and Chair of the Environment, Social, and Governance Committee. John Prendiville, Non-Executive Director and Deputy Chair of the Board. And Sophie MacIntosh, Chief Legal and Sustainability Officer and Company Secretary. Joe Sheeran, the Audit Partner from our auditor, PricewaterhouseCoopers, is also present here today and will be available to answer questions from shareholders at the appropriate time in the meeting. I will make some brief comments about the company's performance in 2022 and so far in 2023 before handing over to Tim to take you through these matters in more detail. I remind shareholders that our 2022 annual report is available from the investor section of our website. Smartgroup's 2022 financial result was again adversely impacted by the ongoing challenges of a significantly delayed vehicle supply chain and higher operating costs. Recorded revenues of AUD 224.7 million, EBITDA of AUD 93.4 million, and NPATA of AUD 61.2 million. Revenue was in line with 2021, while EBITDA and NPATA were down 9% and 12% respectively. Operating cash flow generation remained high at 117% of NPATA compared to 113% of NPATA in the previous period. Novated leasing leads and the vehicle order delivery pipeline continued to expand throughout 2022, and this trend has continued into 2023. We remain optimistic that 2023 will bring some improvement of the global vehicle delivery supply chain, which will both release the significant delayed revenue we have in connection with this pipeline, as well as alleviate some of the pressure on our team, who are currently dedicating more resourcing to managing this pipeline. We were pleased to secure a number of new large and medium-sized organizations as clients throughout 2022. We renewed or extended the majority of the top 20 contracts that fell due in 2022 with one notable loss. We have continued this progress in 2023. Tim will provide a further update on the business in his presentation. The introduction of the federal government Electric Car Discount policy in November 2022 provided a substantial benefit to our customers who transitioned to a novated lease of an electric vehicle. Our teams have been working hard to ensure we are well-positioned to support our customers to take advantage of this benefit and to easily transition into an electric vehicle. We are pleased with the high interest and engagement levels we have seen from our customers since the introduction of this policy. Delivery of our Smart Future assets continued in 2022 with the successful go live of our new Smartsalary website, a new salary packaging calculator, and a customer contact and journey tool. In early 2023, we followed this with the launch of our Car Leasing Portal, which facilitates a complete online solution for our customers from quote through to credit, allowing our customers to interact with us at any time of day or night. We were very proud to formally endorse our first sustainability strategy in 2022, demonstrating our commitment to a smarter, more sustainable tomorrow. This strategy includes a range of initiatives and targets, including our commitment to net zero from our direct operations by 2030, as well as a range of initiatives supporting the uptake of electric vehicles and the transition to a low emissions future for Australia. Since listing in 2014, Smartgroup has delivered good returns for shareholders, both in capital appreciation as well as fully franked dividends with approximately AUD 448 million being returned to shareholders in fully franked dividends and an increase in market capitalization from approximately AUD 160 million to approximately AUD 940 million today. This slide demonstrates the strong history of value that Smartgroup has delivered to its shareholders over this period. In early 2023, we announced Tim Looi's intention to retire after 14 years with Smartgroup. Today will be Tim's last AGM with Smartgroup, and the board would like to take this opportunity to extend our sincere thanks to Tim for his service and dedication to Smartgroup. Tim has been an important part of the Smartgroup journey, and we wish him all the very best for his future. Tim will be succeeded by Scott Wharton, who will join Smartgroup as our new CEO and Managing Director on 17 July 2023. Scott comes to us with an impressive background and experience. We are optimistic about the future of Smartgroup under his guidance. In conclusion, I would like to thank Tim, the entire management team, and all of our employees for their hard work and strong focus throughout 2022. I would also like to thank our loyal clients, suppliers, and shareholders for their ongoing support. To take this opportunity to thank my fellow non-executive directors for their continued commitment and guidance. I will now hand over to Tim. Thanks, Michael. Good morning, everyone. I'll first introduce Smartgroup, then I'll recap our 2022 financial results, as well as providing more recent updates on novated leasing. I'll give some details on the early successes we're seeing with the Smart Future program, as well as the demand or interest in electric vehicles. Finally, I'll comment on how the business is currently tracking. Smartgroup's investment proposition is that we're one of Australia's leading employment management services business. We have 740 team members, manage around 378,000 customers and 84,000 cars, both in novated and in fleet. Our investment proposition is underpinned by our capital light business model. It's through this business model that we're able to generate strong free cash flows and pay fully frank dividends to shareholders. Now, more recently, we have seen government legislation supporting the adoption of electric vehicles through novated leasing. The transition to electric vehicles is at an early stage, and Smartgroup should be a beneficiary as electric vehicles increase in popularity. One of Smartgroup's key strengths is a long-term relationships we have with employer clients across a range of sectors. Our top clients have been with us, in some cases, more than 15 years. Many of our clients operate in attractive segments. Now, 46% of our customer base comprise of not-for-profits. These are national, they're state, they're local-based, aged care, disability care, and other charitable organizations. Public and private hospitals account for around 24% of our clients, and government and education, around 27%. These segments have exhibited good and consistent employment growth, and currently, they have a long list of vacancies to be filled. There are thousands of open roles from teachers to nurses to care workers, creating medium to long-term participation opportunities for Smartgroup. Our strength as a business comes from the diversity, the experience, and the skills of our team members. We continue to support and encourage diversity as a powerful and distinct part of our culture. We retain our Workplace Gender Equality Agency citation for the third year, and we were also recognized for the fourth year as an inclusive employer by Diversity Council Australia. Both is a testament to our focus and efforts over multiple years. As mentioned by Michael, we're also committed to our first formal sustainability strategy last year, including a range of initiatives and targets. We've made a commitment to reach net zero carbon emissions in our direct operations by 2030, and we have rolled out a range of initiatives to play our part in driving the uptake of electric vehicles in Australia. Our service performance was again recognized by Customer Service Institute of Australia, the peak body for service call quality with nominations and winners in multiple categories. The work done by the Smartgroup Foundation reinforces our commitment to supporting the not-for-profit sector and the communities that we work with and service. The foundation in its fourth year, supported 17 organizations and their grassroots projects. I'll now offer some comments to recap on our performance in 2022 together with an operational update on novated leasing. 2022 was a mixed year for Smartgroup as we managed through another year of challenging headwinds in the form of vehicle supply chain disruption, a tight labor market, high inflation, and a rapid rise in interest rates from May 2022 onwards. Despite these challenges, the business has had a steady operational performance with a strong focus on service excellence and tech deployment. The summary for 2022 is as follows. Firstly, we delivered NPATA of AUD 61.2. Revenue was at AUD 224.7 million, a little bit higher than the prior corresponding period. Meanwhile, EBITDA and NPATA were lower than PCP, which really reflected the continued car supply constraints and the higher operating costs. Second, we were able to generate strong leasing demand and interest throughout 2022. Leasing leads grew by 14%, with digital being the most significant growth channel. We also recorded a further 25% growth in the excess new lease vehicle order pipeline. Thirdly, we saw some strong interest in demand for electric vehicles, supported by the passing of the federal government Electric Car Discount policy late last year. I'll give the latest update on EVs a little bit later. Fourthly, we continue to make good progress on the Smart Future program. During 2022, a number of new digital assets were delivered, including our new website and the packaging calculator. Later on, I'll give more details on the data that we're seeing and the trends we're seeing from these digital assets. Finally, our capital-light business model means we generate a strong level of free cash flows. After-tax operating cash flows, again, were over 100% of NPATA. Our strong financial position allows us to declare and pay dividends of AUD 0.46 per share, fully franked, representing a payout of 100% of our profits. I'm pleased to report that in quarter one, 2023, we're seeing a continuation of strong leasing leads. Total leasing leads compared to the prior corresponding period, up 31%. Digital channel growing by 42%. Leasing quotes, new lease orders, settlement volumes, and yields are all showing good growth compared to prior corresponding period. Just as importantly, we're working through open leasing leads, which are up 55% from PCP. Despite the continued tightness of the vehicle supply market, settlement volumes increased 12% versus PCP, and our excess vehicle order pipeline grew by another million australian dollar to AUD 16 million. The total revenue pipeline for vehicle orders now sit at AUD 20 million. Leasing yields improved by 3% despite new novated leases as a percentage of total novated volumes being lower at 73% versus the historical level of 78%-80%. If we're successful at closing these open leads, we will recognize the revenue when the vehicle is delivered. Given the extended delays in vehicle delivery time frames, revenue from these leads should largely flow through in half two, 2023, and into early next year. Turning to the next slide, this graph shows the increase in the time frame for the average vehicle order to delivery for Smartgroup's top 30 car models. As you can see, there has been a significant increase in the time frame over 2021 and the first half of 2022. There was little change to vehicle delivery time frames in the second half of 2022. Unfortunately, the delivery time frame has not improved in 2023. However, there are some variation by makes and models. The current average delivery time frame for our top models is much longer than it was than 2021 and pre-COVID. The lengthy and also changing delivery schedules have caused additional work in our sales pipeline management in the form of credit reapprovals and administration work. Given the continued delays, the leasing team resourcing has been increased to meet this additional workload. As supply of vehicle improves, we will see the required resourcing reduce as there will be less need to speak to customers about changing delivery dates and to reperform customer credit assessments. Moving to the next slide, this graph shows vehicle orders are continuing to run above vehicle deliveries. We are also seeing the decision time car extending by around 20%. The revenue from this excess vehicle order pipeline represents high-margin future revenues, as most of the costs have already been incurred. This revenue will be recognized as and when vehicle deliveries normalize and those vehicle settlements are completed. At this stage, we expect supply constraints to continue in the near term. Let's talk about Smart Future. Smartgroup has around 3,700 clients employing well over a million people across thousands of locations throughout Australia. Our Smart Future program aims to provide a great customer experience enabled by technology and delivered by engaged team members to continue to be the trusted partner for our clients and, in turn, grow and build scale within our business. We're able to do this, it will deliver us more customers at a lower cost of acquisition, as well as deliver a better experience and service, lowering the cost to serve. Let me talk to several of these digital tools that we have launched, and I'll show you the data that we're seeing. We're in slide 19, I think. The first one is the online novated leasing calculator, is one of the first interaction points for our customers. This is where individuals educate themselves as well as obtain estimates of tax savings. Since the launch of Smart Leasing and Autopia Novated Leasing calculators, we've seen significant increases in unique visitations. These visitations are represented by the dotted purple line. Together with a better engagement and education processes, these digital tools have improved our leasing leads significantly. In the case of Smart Leasing, they have outpaced the growth in visitations. Both statistics demonstrate the importance of not only digital, but also customer engagement. The new Smart Salary website and a salary packaging calculator went live about 10 months ago. Since going live, we have seen consistent growth in user sessions, as well as strong growth in customers educating themselves on the benefits of salary packaging. That, in turn, is reflected in a 17% increase in salary packaging sign-ups through leads from the website. Next, a single and integrated appointment booking system was rolled out to our customer education workforce in half 2 2022. The appointment system segregates customers into different journeys based on their individual requirements. As you can see on the chart, this tool has assisted our education consultants to drive more customer enrollments, lifting productivity and increasing effectiveness. Now, turning to slide 22. In late February this year, we launched our Car Leasing Portal to about 100 pilot clients. These pilot clients historically contributed about 9% of all leasing quotes. Now, the Car Leasing Portal is designed to enable our customers to interact with us after hours, expanding, extending the sales opportunity cycle. Whilst it's early days, we are seeing some encouraging data points and successes from the portal, with good interactions and usage outside of business hours. More importantly, quote volumes from these pilot clients increased 23% versus PCP. Just a couple of weeks ago, we've launched it to another 100 clients. The plan is to progressively roll it out to all our Smartleasing clients in 2023. Turning to slide 23. The introduction of the federal Electric Car Discount in November 2022 will provide substantial savings to our novated leasing customers. We're excited to help our existing customers and new customers as they start their journey into an electric vehicle. We are well-prepared to ensure that the transition is seamless, it's simple, and it's cost-effective. It's only been several months since the legislation was passed. We have already seen strong demand coming from all segments of our customer base. Turning to the next slide, we've updated some of the graphs that we've used for our 2022 full year results to show the most recent interest in electric vehicles in the first quarter. There's some key points to highlight. Firstly, interest in electric vehicles is accelerating. As you can see from the top chart, Q1 2023, EVs as a percentage of all the quotes we get is nearing 25%, up significantly from Q4 2022, and as so the PCP period. The bottom chart shows that EV quotes in just Q1, the first three months of 2023, across all our segments, are close to our total EV quotes for the whole of 2022. It also shows that EV interest is coming from all segments of the client base, but particularly in the first couple of months from government, from corporates, and the health sector. EV orders as a percentage of total new vehicle orders are around 21% or 1 in 5 cars in the first three months of this year. As more EVs are launched over the course of this year and the next, we expect these EVs to be at different price points, enabling more customers from differing segments to start their journey into an electric vehicle. Already, we're seeing more and differing manufacturers announcing their interest to supply electric vehicles. This will be an exciting space for Smartgroup over the coming years. Turning to slide 27, we're pleased with our progress into Q1 2023. Our salary packages and novated lease numbers are stable, and we've continued with several new client wins. None of these wins are material, but it does demonstrate good momentum. We're also happy to report that we have some good wins in fleet. Operationally, we continue to see high-level inquiries and open leads. It's imperative that we are able to deal with these leads well, and if we are successful, a proportion of these leads will convert into vehicle deliveries in half 2 and into next year. Unfortunately, as I said, vehicle delivery timeframe remains static, though there's some improvement on makes and models. Despite the loss of a major client late last year, it's pleasing to see good growth in revenue in Q1. The growth in revenue and a targeted cost review have offsetted the negative financial impacts of a higher cost base arising from wage inflation as well as additional resourcing. Currently, the average Q1 2023 NPATA per month is in line with what we achieved in half 2 2022. We have capitalized minimal IT costs, and as per usual, strong cash flow conversion with a low net debt position. The business is well-positioned to take advantage of improvements in car supply, in progress from the investment in digital capabilities, as well as the opportunities in electric vehicles. Thank you, Chair, Directors, and my executive team members for and our team members for all your hard work and dedication in 2022. To our clients, our customers, and of course, our shareholders, we'd like to convey our appreciation for your ongoing support. As previously announced in February, I will be leaving Smartgroup after 14 years of service once we complete the transition of the role and responsibilities to our incoming CEO, Scott Wharton. As I reflect on the last decade and a half, I'm thankful for the opportunities and learnings that Smartgroup has afforded me. I will leave this organization with lifelong friends and fond memories of the strong relationships and support from our clients, our customers, and our team members for what we're trying to achieve. When Scott Wharton starts in mid-July, we will be spending some time together to ensure that there's a smooth transition of leadership. I would also like to convey my appreciation to our Chair, Michael Carapiet, the board members, and the executive team for their wise counsel and their trust in me and our vision for the business. On behalf of Smartgroup, we are excited about our long-term outlook, and we are looking forward to the opportunities arising over the next 12 months. I'll now hand back to Michael for the formal part of this meeting. Thanks, Michael. Thank you, Tim. We will now move to the formal part of the meeting. I will start by explaining the arrangements for asking questions and voting on the formal items of business. As this meeting has been convened as a physical meeting, shareholders may only raise questions today from the floor. Only shareholders and proxy holders holding yellow voting cards or blue non-voting cards will be entitled to ask questions from the floor. Visitors holding red visitor attendance card are not entitled to speak in the meeting. If you wish to raise a question from the floor, could you please hold up your yellow or blue card? We will have two roving microphones and someone will bring one to you. Please identify yourself and if you are a proxy or representative of another shareholder, the name of that shareholder. You may ask your question. I ask all shareholders asking questions from the floor to keep your questions short and to the point, so that as many shareholders as possible have the chance to ask their questions. We also ask shareholders not to ask more than 2 questions at a time. In the notice of meeting, we invited shareholders who were unable to attend the meeting in person today to lodge questions online before the meeting. I understand from our Company Secretary that no questions were lodged online before the meeting. We reserve the right to rule out questions that do not relate to the business of the meeting. We will also not answer questions that are substantially similar to questions that have already been answered. Otherwise, we will endeavor to answer as many of the questions asked as we can. In accordance with the company's constitution and as stated in the notice of meeting, as chairman, I've determined that voting on each of the resolutions will be conducted by a poll rather than on a show of hands. In accordance with the company's constitution, the board has determined that shareholders entitled to vote on a resolution at this meeting may exercise a direct vote on that resolution. The board has approved rules governing direct voting, which are available on the investor section of the company's website. Shareholders were given the opportunity to exercise a direct vote before the start of the meeting by lodging the voting form that accompanied the notice of meeting. Shareholders were also able to use the voting form to appoint a proxy to vote on their behalf at this meeting. As set out in the notice of meeting, I will vote all directed proxies in accordance with the directions provided by shareholders, and I will vote all undirected proxies in favor of all resolutions. Shareholders and proxy holders who are attending the meeting in person today and who have not exercised a direct vote before this meeting should have received a yellow voting card on entry to the meeting. If you did not receive a yellow voting card, please see the representatives of Link Market Services who are located at the registration desk just outside this room. Excuse me. Shareholders and proxy holders holding yellow voting cards will be invited to cast their votes on all resolutions by completing the voting cards and placing them in voting boxes. Representatives of Link Market Services will circulate the voting boxes after all resolutions have been discussed and before the poll closes. Shareholders will be asked to consider the five resolutions set out in the notice of meeting dated 6th April 2023. For each proposed resolution, I will introduce the resolution. There will be an opportunity for shareholders to ask questions on the resolution in line with the process I've just described. I will put the resolution to the meeting and display a slide showing the total direct votes and proxies received on that resolution before the meeting. As I previously explained, voting on each resolution will be by poll. The poll for each resolution is now open and will close five minutes after the end of the meeting. The results of the poll on all resolutions will be released on the ASX company announcements platform and made available on the company's website as soon as possible after the close of the meeting. The first item of formal business is to receive and consider the company's financial statements and reports for the financial year ended 31 December 2022 as set out in the 2022 annual report. This item of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies may comment or ask questions about the financial statements and reports or about the management of the company. Shareholders may also ask questions on the company's auditor, PricewaterhouseCoopers, in relation to the conduct of the audit. The preparation and content of the audit report, accounting policies adopted by the Company, and the independence of the auditor in carrying out the audit. I will now address any questions relating to this item of business or any other general business questions. Are there any questions from the floor? Yes, sir. Thanks, Mr. Chairman. Philip Argy is my name. I'm really impressed that the company's picked up on the EV evolution 'cause it's really important. But it's got some quite broad implications because there's a much higher capital cost, but the maintenance regime is much lower. I'm just wondering if the packages are agile enough to adjust to the quite different way that people use EVs and whether we're broadening our scope of offering to include in the fleet management, for example, things like charging infrastructure and things like that. Then allied to that, we've of course got the post-COVID increase in people working from home, who presumably have lower vehicle needs. Then last night, we've got the cap of AUD 20,000 added to the instant asset write-off. I'm just wondering, is the company well-placed and agile enough to quickly adapt to those challenges that are quite recent and important for our business? I'll address the last one first. I think as a broad generalization, we haven't obviously had a chance to discuss this yet, but the budget last night on the whole I think would be extremely positive for our clients because there's quite a lot of assistance going into government sector, the aged care sector, health sector, and that's a big section of our clients. On the electric vehicles, I might pass on to Tim as to just the service levels, et cetera, and how people are gonna use cars. Yeah. Thank you, Philip. Good question, right. Very simply, we are pretty well progressed. The first thing we're trying to do is create awareness of electric vehicles. The questions we're getting through from potential customers are a little bit different to what we get from a combustion engine. People wanna know, "Look, how do I go about charging a vehicle? How long will it go for?" Right? "What are the typical battery replacement cycle, battery replacement costs?" Which questions are about, you know, "Which car is right for me? I have a family of two with three kids, you know, under 10." Very different types of questions. We are fielding, and it's a good thing, right? We are fielding a lot of inquiries, a lot of interest in electric vehicles. On the back end, what we're doing is we're building good relationships with some of these new electric vehicle manufacturers. There'll be manufacturers that, you know, most people have never heard of: CUPRA, BYD, Polestar. These are not your traditional combustion engine manufacturers. As they come into Australia and because through salary packaging and novated leasing, we are a pretty big and strong channel for moving cars. We're establishing a relationship with these guys. Then on the back end, as you said before, we are creating an ecosystem just like we did before, just like we do or we have with combustion engines for ancillary things. Things like service, things like charging units, things like even, dare I say, right, sometime in the future, selling electricity plans. Those are the things that's in order, but the very, very near-term priority has to be for us to corral, educate our potential customers about how we can transition them to an electric vehicle cheaper, faster, and more seamless. Does that help? Okay, thanks. Thank you. My name's Ray. Only a small shareholder. I've got three questions. Hopefully the first two are very, very simple. The first one I note in the report, 3% of the business was from corporate. Is this because you've got high standards? You put in a quote, and if it's not accepted, you know, it's not profitable, therefore they don't run with it. Or is the competition too harsh? That's the first question. Yeah, thanks. Thanks, Ray. Look, very simple. What Ray's referring to, you're referring to the pie chart where we show segmentation, where 3% of our customers are from a corporate sector compared to, you know, 40%, 50% from other segments. So very simple. The answer is very simple, right? Those represent our current customers, not our potential customers. We have probably... I'm looking at our CFO here. I think we probably have about 1,000 to 1,500 corporate customers. These are some of the biggest employers in the country. Names like Google, Atlassian, Salesforce, right? Those are really large employers with large employment base. Now, the reason why they only have 3% at the moment is that, you know, they only really package one thing, which is a car. With electric vehicles coming on board, we are seeing a lot more interest from the corporate sector. What we have to do now is to transition that interest into orders. I think it's an interesting space to watch for over the next couple of years. Certainly within our base, right, although we're known as a government and not-for-profit servicing government not-for-profit space. We do have a really large base of corporate clients, which hopefully in turn will contribute a lot more than they do today. It's not we're pricing ourselves out or the competition's too hard? Absolutely not. Just to clarify further, Ray. Just to be clear. All of these organizations, global organizations, have to report their carbon footprint. One of the ways to report the carbon footprint is how people get to work. If their staff are driving to work in combustion engines, that's not good. We only used to be able to lease, you know, of any scale, combustion engine cars because the electric vehicles were quite expensive. There weren't any subsidies. It was just. Exactly. Now that the actual leasing cost of electric vehicle is so much lower and their staff members want to lease electric vehicles all of a sudden, they're encouraging us to come back in because it helps their. Okay. Yeah. Second question was you're talking about a leasing yield of 3%. What do you mean by that? Is that you're able to get 3% extra on your interest that you're charging on the lease or what? Very simply, what happens is, Ray, when we lease a vehicle, we earn a revenue stream from pretty much everything associated with the lease. Whether you take a comprehensive insurance policy, whether you source a car, whether we source a finance for you. Those things, the money we earn on that lease is what we call a yield. What's happened last year is that our yield from each car that we novate has gone up 3%, right? Which is pretty good. That increase has come about because car prices are a little bit higher than they were the previous year. It's the extras that you're adding on? No. No? Very simply the car. You know, for example, if you were to buy a Toyota, let's say a Toyota, the year before last year, you would probably pay about 15%-20% more for a Toyota. We make money on lending you on organizing the finance for it. That, because we're organizing the finance for a larger principal amount, we're earning a bit more on that. I've got a third question, but if anyone else has got something, I'll Why don't you go ahead? All right. We're getting a new CEO. As a shareholder, if shareholders, how would you say, lose confidence because, you know, the old one's done a great job the new one comes in, share price dives. I can see, the fact that Tim Looi is going to stick around for a time to ease the new guy in, that that's obviously something the board's thought about. Could I get some comments, please? Well, this is probably one of the most important things boards have to do, which is basically senior management, succession planning and transitions. If you do it well, then we sort of have a situation that we find ourselves in now. If you do it poorly, then the circumstance that you were talking about generally occurs. You know, fortunately, touch wood, so far so good. Scott and Tim, you know, are gonna have a sensible transition. There's plenty of time. The business seems to be tracking okay. Scott's not starting until July, but, you know, the conversations have started. Even after he starts, there will be a period of transition. I think this is something that shareholders rightfully look to boards to do properly, because as I say, if you do it properly, it's good. If you don't do it, then it's bad. I think it's a good point. Yeah, I mean, it's one of the most important things we have to do. Thank you. Are there any further questions from the floor? As there are no further questions, we'll now move on to the next item of business. We'll now move to Resolution One, which is the non-binding and advisory vote on the company's remuneration report for the year end of 31 December 2022. The remuneration report is set out on pages 44 to 57 of the 2022 annual report. After the resolution has been moved, there will be time for comments and questions on the remuneration report. I now move that the remuneration report of the company for the year end of 31 December 2022 be adopted. I will now address any questions relating to this item of business. Are there any questions from the floor? As there are no questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution are shown on this slide. We'll now move to Resolution Two, which is for the re-election of Deborah Holmwood as a director. Deborah is required to retire at this meeting in accordance with the company's constitution and being eligible offers herself for re-election. Information relevant to Deborah's proposed re-election is set out in the notice of meeting. I note that each of the other directors supports Deborah's re-election. Deborah will now say a few words. Thank you, Michael. Good morning, ladies and gentlemen. I joined the board of Smartgroup in May 2016. I'm very pleased to be here today standing for re-election. I have a health, strategy, and management background with over 25 years in the telecommunications and IT sectors. I was most recently managing director of MAX Solutions for over 10 years. MAX is a health training and human services company that provides services on behalf of the federal and state governments, including Welfare to Work and NDIS programs Australia-wide. Additionally, they provide health services to private organizations, particularly focused on healthy outcomes for their employees. In addition to being on the board of Smartgroup, I'm a member of the HR and Remuneration, IT and Innovation, and Audit and Risk committees. I'm also a member of Chief Executive Women, and I'm currently an advocate for the G20 EMPOWER Alliance at the invitation of the Department of the Prime Minister and Cabinet. In my work at Smartgroup, I have drawn on much of my previous professional experience, particularly in the areas of strategy and leadership. It is both a privilege and a responsibility to serve you as a director of Smartgroup. Thank you. Thank you, Deborah. I have pleasure in moving that Ms. Deborah Holmwood, who retires in accordance with the company's constitution and being eligible, offers herself for re-election, be re-elected as a director of the company. I will now address any questions relating to this item of business. Are there any questions from the floor? Please. Philip Argy again. Chairman, a little bit of a general question really in relation to all director reelections, and that is, given the pivotal importance of EV transition, is the board exploring people with EV expertise for consideration for appointment to the board? The simple answer to your question is no, because really what we are is a service provider and a service and a sales organization once the customer's decided to either join us as a packager or for a salary package or as a novated lease. Actually, the knowledge required of what electric vehicles do and their relative advantage, et cetera, more a sales function for this rather than a board function, I think. However, having said that, and remember, this is a very recent phenomenon that's happened in early, in late last year. It is something that has been talked about. We have got an EV strategy in place, obviously. As to where that takes us in coming months, remember, we've just in the process of changing the CEO. We had a board change last year and, you know, got a CEO change this year. In terms of transitioning things, that'll happen in time. When that happens, your point's a good one. That'll be one of the criteria for whoever joins the board at that stage. Strategy is a board responsibility. Absolutely. Yeah. We have an EV strategy, but whether there's anybody on the Board who is from the motor vehicle industry, no. In fact, there never has been, to be honest. Are there any further questions from the floor? As there are no questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution is shown on this slide. We'll now move to Resolution Three, which is for the reelection of John Prendiville as a director. John is required to retire this meeting in accordance with the company's constitution and being eligible offers himself for reelection. Information relevant to John's proposed reelection is set out in the notice of meeting, and I note that each of the other directors supports John's reelection. John will now say a few words. Thank you, Michael. Good morning, ladies and gentlemen. I joined the board of Smartgroup in 2014, just prior to the listing on the stock exchange. I am very pleased to be here today standing for reelection as a director of Smartgroup. I have a finance strategy and management background. Before I came to Smartgroup, I worked at Macquarie Bank as an executive director for 20 or so years. I was a senior executive and global head of one of its groups within the investment banking operations. I'm on the board of University of Notre Dame Australia, and I'm on the Finance and Engagement subcommittee of that organization. I'm a member of the investment committee of River Capital, a Melbourne-based fund manager with a range of investment vehicles. I'm also on the boards of various subcommittees for a range of private companies. In addition to being on the board of Smartgroup, I am the Board Deputy Chairman and a member of the board's IT and Innovation Committee and the Human Resources and Rem Committee. My experience as a corporate finance specialist and the various other roles listed earlier have been invaluable to me in my position and contribution as a director of the board and a member of those committees. I have very much enjoyed my role here at Smartgroup and look forward to continuing to realize the full potential of the company for us all. Thank you. Thank you, John. I have pleasure in moving that Mr. John Prendiville, who retires in accordance with the company's constitution and being eligible offers himself for reelection, be reelected as a director of the company. I will now address any questions relating to this item of business. Are there any questions from the floor? There are no questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution is shown on this slide. We'll now move to Resolution Four, which is for the approval to issue shares under the company's loan funded share plan to Mr. Scott Wharton. I discussed earlier in the meeting, Scott will become the company's Managing Director and CEO on seventeenth July 2023. Detailed information about the proposed issue of shares, including a summary of the terms of the loan funded share plan, is set out in the explanatory notes to the notice of meeting as required by the ASX Listing Rules. In summary, if shareholders approve Resolution Four, the company will issue Scott 936,679 ordinary shares, which will vest at the end of a three-year vesting period ending on 31 December 2025, subject to the satisfaction of the performance hurdles and other vesting conditions described in the explanatory notes to the notice of meeting. The performance hurdles are based on total shareholder return and earnings per share over the three-year vesting period, with vesting of 75% of the shares tested against the earnings per share hurdle and the remaining 25% tested against the total shareholder return hurdle. Any shares that do not vest at the end of the vesting period will be forfeited. If shareholders approve Resolution Four, the company will also loan Scott an amount equal to the total issue price for all shares to be issued to him, and the issue price will be taken to be the 20-day volume weighted average price of shares traded on the ASX up until today. Scott cannot sell any shares that vest at the end of the vesting period until any outstanding balance on that loan is repaid. The board believes that the performance hurdle strongly aligns Scott's ability to derive any value from the shares with the company's financial performance and the interests of all our shareholders. I now move Resolution Four as set out at the notice of meeting and will address any questions relating to this item of business. Are there any questions from the floor? There are no questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution are shown on this slide. We'll now move to Resolution Five, which is the approval to issue performance rights under the company's short-term incentive plan to Mr. Scott Wharton, who becomes the company's Managing Director and CEO on seventeenth July 2023. Detailed information about the proposed issue of performance rights, including a summary of these terms of the short-term incentive plan, is set out in explanatory notes to the notice of meeting, as required by the ASX Listing Rules. In summary, if shareholders approve Resolution Five, then the company will issue to Scott performance rights having a value of AUD 127,150, comprising 50% of Scott's potential short-term incentive entitlements for the 2023 financial year, subject to Scott meeting key performance indicators set by the board. The achievements of these performance hurdles will be assessed by the board at the end of the year. Details of the key performance indicators and the assessed achievement of each of them will then be reported in the company's remuneration report. No other performance hurdles or exercise conditions apply to the performance rights. I note that as described in the notice of meeting, the amount of Scott's short-term incentive entitlements for the 2023 financial year represent 65% of Scott's annual fixed remuneration, but prorated for the part of the financial year during which Scott is engaged. That is to say, just under six months. I now move Resolution Five as set out in the notice of meeting and will address any questions relating to this item of business. Are there any questions from the floor? As there are no questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution are shown on this slide. This ends the formal part of the annual general meeting, and I now declare the meeting closed. The poll will remain open for a further five minutes. Would all shareholders and proxy holders present please now complete your yellow voting cards and place them in the voting boxes being circulated by representatives of Link Market Services. The results of the meeting will be announced on the ASX Company Announcements platform and will be available on the company's website as soon as possible after the close of the meeting. Thank you for participating in our meeting today, and we look forward to your continuing support in the coming year. Shareholders here at the venue are invited to join the board for light refreshments in the foyer. Thank you all very much.