Good morning, everybody, and welcome to the 2024 Annual General Meeting of Smartgroup Corporation Limited. I'm Michael Carapiet, Chair of the Smartgroup Board. I would like to begin by acknowledging the traditional custodians of the land on which we meet today: the Gadigal people of the Eora Nation. As this event is broadcast nationally, I would also like to acknowledge the traditional custodians of the various lands on which you all join this meeting. I recognize their continuing connection to land, waters, and culture, and pay my respects to their elders past and present. 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, and so I'm pleased to declare the meeting open. This year's AGM has been convened as a physical meeting only. 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 onto the webcast. The notice of meeting was made available to shareholders and lodged with the ASX on 3 April 2024. I propose to take the notice as read. Joining me here in Sydney today are 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, Deborah Homewood, Non-Executive Director and Chair of the Human Resources and Remuneration Committee, 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, Mark Rigotti, Non-Executive Director, Scott Wharton, Managing Director and Chief Executive Officer, and Sophie MacIntosh, Group Executive, Legal, Risk and Corporate Affairs. And Joint Company Secretary, David Cox, the audit partner from our current auditor, PricewaterhouseCoopers, is also present here today and will be available to answer questions from shareholders at the appropriate time in the meeting. On behalf of the directors and the entire management team, I would like to thank PricewaterhouseCoopers for its service over many years as the company's auditor. As shareholders are aware, it is proposed to appoint KPMG as our new auditor later on in the meeting. I will say more about this at the appropriate time. For now, I would like to welcome Karen Hopkins from KPMG, who will become our audit partner if KPMG is appointed today. I will now make some brief comments about the company's performance in 2023 and so far in 2024, before handing over to Scott to take you through these matters in more detail. I remind shareholders that our 2023 Annual Report is available from the Investor section of our website. Before I start my address today, I note that after 10 years as Smartgroup Chair, I will be retiring as a director after this AGM. The Board has agreed to appoint Mr. John Prendiville, currently Deputy Chair, as Smartgroup Chair. I'm confident that the Board, under John's leadership, will do a wonderful job of helping guide Scott and the management team to continue providing outstanding customer service and strong shareholder returns, and to ensure that Smartgroup remains a terrific place to work. Moving to the highlights of the last financial year, 2023 was a good year for Smartgroup, where the company again achieved positive revenue and earnings growth. This growth has largely been driven by higher novated leasing volumes and strong electric vehicle demand. We recorded revenue of AUD 251.6 million, EBITDA of AUD 100.3 million, and NPATA of AUD 63.2 million. Revenue was 12% above. NPATA also up 7% and 3%, respectively. Operating cash flow generation remained strong at 103% of NPATA. Following the introduction of the federal government's electric car discount policy in late 2022, we realized order and volume growth for novated leasing ending 2023 with 61,100 novated leases under management, an increase of 6% year-over-year. In 2023, we also began to see some stabilization of delivery timeframes, and we remain optimistic that 2024 will bring further improvements to the global vehicle delivery supply chain. Any such improvement will both release the delayed revenue we have in connection with this pipeline, as well as reduce some of the inefficiencies that result from our team having to manage this pipeline. Salary packaging remains an attractive market where we have a strong competitive positioning with recurring revenues and an entry point into novated leasing. We were pleased to have secured and renewed a number of large and medium-sized organisations as clients throughout 2023, including the South Australian Government contract to administer their salary packaging and novated leasing services from 1 July this year. This reinforces our position as a leading provider of salary packaging and novated leasing services to Australian governments at both a state and a federal level. In fleet, we grew vehicles under management by 16% to AUD 30,400 in 2023, both from organic growth and new client wins. We are continuing to expand our self-funding pilot to strengthen our fleet capabilities, with around 530 vehicles funded as of 31 December 2023. Our teams have been working hard, and we're well-positioned to support our customers through Australia's energy transition. In 2023, Smartgroup again demonstrated its ongoing commitment to pursuing a strong social agenda alongside our commercial goals with several ESG initiatives. Scott will provide additional observations when he presents shortly. You can also find more information about our sustainability strategy and other highlights in our Sustainability Report, available from Smartgroup's Investor Centre website page. Scott joined Smartgroup in July last year, and since then, the Board, together with the Smartgroup team, has developed a set of strategic priorities that are our roadmap for unlocking further growth in 2024 and beyond. We strive to deliver smarter benefits for a smarter tomorrow by simplifying the benefits so they work smarter for our clients and their employees, who are our customers. We will enable our clients to attract and retain great teams and real value to the lives of their employees, and together help build a more sustainable Australia. Scott will provide more details about our strategic priorities in his presentation. Since listing in 2014, Smartgroup has delivered good returns for shareholders, both in capital appreciation as well as fully franked dividends. We have returned approximately AUD 510 million to shareholders in fully franked dividends, and our market capitalization has increased from approximately AUD 160 million to approximately AUD 1.3 billion, as of 30th April 2024. This slide demonstrates the strong history of value that Smartgroup has delivered to its shareholders over this period. I briefly also wanted to highlight our approach to capital allocation, ensuring that we deliver long-term sustainable growth and maximize shareholder value. The current novated leasing market and our strategic priorities provide significant opportunities for medium and long-term growth. To ensure that we make the most of these opportunities, we will continue to invest in core and digital technology, as well as customer experience improvement initiatives. These necessitate allocating sufficient capital to ensure that we can execute well. Similarly, we need to maintain flexibility to take advantage of potential acquisitions and partnership opportunities that might arise. Our fleet funding pilot is an important learning opportunity for us, so we will ensure it receives enough funding to continue. We will continue to pay fully franked dividends in line with our current dividend policy of paying 60%-70% of NPATA to shareholders. We will, however, return excess capital to shareholders as appropriate, while ensuring that we maintain our balance sheet flexibility so that we can act on strategic acquisition opportunities. I would like to thank the entire management team and all of Smartgroup's dedicated employees for their hard work and commitment throughout 2023, and Scott for all that he has achieved since he joined Smartgroup in July last year. I would also like to thank our loyal clients, suppliers, and shareholders for their ongoing support, and to take this opportunity to acknowledge my fellow Non-Executive Directors who have continued to apply their experience and insight to guide Smartgroup's strategy and direction. I will now hand over to Scott. Thank you, Michael, and good morning, everyone. I will first talk about Smartgroup's investment proposition to shareholders and value proposition to customers. Following that, I will provide some more details about our strategic priorities. I will then recap our 2023 financial results and provide more recent updates on our novated leasing business and trading for the first quarter of 2024. Smartgroup is one of Australia's leading employee management services businesses, with a client base that employs more than 1.5 million Australians. Our existing client base represents a significant growth opportunity. In 2023, we serviced approximately 500,000 of those 1.5 million people and managed just over 90,000 vehicles across novated leasing and fleet. We have a highly resilient earnings base with strong cash flow conversion, and our offerings are even more relevant to our customers during tough economic times. Smartgroup's investment proposition to shareholders is underpinned by our capital-light business model. This model, our strong balance sheet and high free cash flows, mean that we can pay fully franked dividends to shareholders while investing for growth. In late 2022, the federal government introduced its Electric Car Discount Policy to accelerate the adoption of electric vehicles. The policy makes novated leasing an attractive way for everyday Australians to transition to EVs. This transition to EVs is at an early stage, and Smartgroup is well-positioned to help Australians on this journey easily and efficiently. Finally, we have articulated a clear set of strategic priorities to drive growth into the future. We will focus on our core business and customers while investing in digital and technology to accelerate growth and scale efficiencies. One of Smartgroup's great assets is the deep and trusted relationships we have with our clients. Our clients operate in growing segments. 50% of our customer base comprises not-for-profit workers. These are people working for national, state, and local-based aged care, disability care, and other charitable organizations. Public and private hospital workers account for around 23% of our customer numbers, and government and education, around 24%. These segments have exhibited strong and consistent employment growth in the past and currently continue to increase employee numbers. There are thousands of open roles from teachers to nurses to care workers, creating medium to longer-term participation opportunities for Smartgroup. The corporate segment represents 3% of our current employee customer base and is an opportunity for Smartgroup, given the growing uptake of novated leases in that segment. Before I provide an overview of our strategic priorities, I would like to share some of my observations about our operating context. Smartgroup's products and services have never mattered more to our clients and their employees. Cost-of-living pressures are impacting many Australians, and Smartgroup's products and services are well-positioned to help Australians with those pressures. For example, the benefit our salary packaging offering makes to a charity worker on AUD 65,000 a year is significant, equivalent to an after-tax pay rise of almost 20%. Our employer clients are trying to manage their costs, too, while at the same time competing for talent in the labor market. Through Smartgroup's products, they can offer an extensive range of benefits to their employees in a cost-effective manner. More and more, we are seeing employers using salary packaging to attract and retain talent. Our employer clients are also working hard to help Australia transition to a more sustainable future. Smartgroup's EV innovative lease products are helping our clients meet their carbon emission targets. Customer and client needs continue to evolve. Customers are looking for e-mobility solutions beyond a vehicle. Home charges are one example. Customer expectations continue to rise, with many wanting a fully digital experience. When taken together, that is a very different context from six or seven years ago, when Smartgroup grew through acquisition and organic growth was harder to come by. We now find ourselves at a point where, with the right investments and a keen focus on our core business, the organic growth opportunities are significant. We are coming from a position of strength. We are a leader in the salary packaging and novated leasing market with strong client relationships. We operate in attractive market segments, and our customer offerings are more relevant than ever. It is in this context that, in late 2023, we refined our priorities for the future. As Michael mentioned, our ambition is to deliver smarter benefits for a smarter tomorrow, and we will do that by simplifying benefits and adding value to our clients and customers, while enabling businesses to attract and retain great teams as we build a more sustainable Australia. By harnessing technology, we will deliver smarter experiences and smarter products for our customers and clients, and continually find ways to work smarter, to be more agile and responsive to their needs. Having been with Smartgroup since July last year, I have identified four key priorities, which I spoke to at our 2023 results in February also. First, Smartgroup will focus on delivering an efficient and digital salary packaging offering that makes the most of our scale. To do that, we will invest in simplifying and consolidating our core technologies and processes, including moving to a single brand: Smart. These investments will enable more operations and will improve employer and employee experience. Second, we will extend our leadership in novated leasing, particularly in EVs, meeting the increased demand. We will do this through our market-leading proposition for EVs, and as mentioned earlier, we will build on the foundations already laid to accelerate our digital sales engine. Third, we will innovate our proposition to meet the changing needs of our customers and clients. We will do this by expanding our offering to unlock more value for our clients and customers. We'll also scale our benefits program to provide more ways for customers to make their salaries go further. Finally, we will continue to invest in fleet capabilities and our balance sheet funding pilot for fleet vehicles. Through this pilot, we are meeting a key need of our clients. We will continue to closely monitor residual values, in particular given current elevated vehicle values. These areas of focus will position Smartgroup strongly for the opportunities ahead. We are already working hard to deliver on these priorities and have made some early progress. For example, in April, we refined our operating model to position the company for further growth. New executive appointments will bring additional capabilities to the electric service proposition and drive scale through better leveraging technology. Our work to simplify our product and offering under one brand, Smart, is progressing well, and we expect to start launching this to our client base later this year. To increase focus on our core business and continue to simplify, earlier this year we divested our payroll business. We also increased capability in the contact center to improve customer experience and uplifted digital marketing. We've expanded our benefits offering through a new partnership with CommBank to provide more value to our customers, as well as signing a new partnership with Qantas Frequent Flyer to promote novated leasing and other benefits together to their customers and ours. Initiatives currently underway include digitizing customer journeys and operations to drive better customer experience, while improving our efficiency through automation, generative AI, and our use of data. Consolidating and modernizing our technology stack, moving towards a single brand, Smart, and driving scalability. Innovating and simplifying our product offering to meet customer demand and reduce operational complexity. As we progress, I will provide updates on these initiatives. I will now provide some highlights of our performance in 2023, together with an operational update on novated leasing. 2023 was a good year operationally and financially. We grew revenue by 12% to AUD 251.6 million and NPATA increased to AUD 63.2 million. We grew salary packaging customer numbers by 4% in the year to 493,000 and delivered strong double-digit growth in novated lease settlements, bringing novated leases under management to over 61,000. Our investments in resourcing and capability in the year were designed to capture future growth. Our solid financial performance and strong cash flows enabled the board to declare a final fully franked dividend of AUD 0.0016 per share and a fully franked special dividend of AUD 0.0016 per share as a further return to shareholders. Together with the AUD 0.15 per share interim ordinary dividend declared in August 2023, this brings fully franked dividends to AUD 0.47 per share, representing 100% of 2023 NPATA. We have defined a clear set of strategic priorities to drive growth and deliver market-leading customer experience, innovative products, and simpler, scalable operations. These priorities will guide our decisions and investments in the months and years to come. As Michael mentioned, during the year we continue to progress our sustainability strategy, achieving a number of milestones and exceeding our goals in some areas. We publish a comprehensive sustainability report every year that is available at Smartgroup's Investor Centre. In 2023, we were included for the first time in the global Dow Jones Sustainability Indices, and we were also ranked in the 87th percentile worldwide in the S&P Global ESG score. Both of these outcomes recognize our significant efforts regarding ESG initiatives, and we are very proud of our results. We maintained our 40/40/20 gender diversity targets in 2023 and continue to be acknowledged as an employer of choice for gender equality by WGEA. We again received the inclusive employer recognition from Diversity Council Australia for 2023 and 2024. Importantly, we continued progress towards our target of net-zero carbon emissions from direct operations by 2030, with a significant reduction of 35% across scope one, two, and three emissions compared to the prior year. In addition, during the year we adopted our human rights policy and received endorsement for our Innovate Reconciliation Action Plan from Reconciliation Australia. We are also partnering with Supply Nation to further support closing the gap for Australia's Indigenous peoples and communities through procurement, to increase the proportion of our spend with Aboriginal and Torres Strait Islander-owned businesses. To help our customers make more sustainable choices, we provide them with vehicle-specific environmental and safety ratings on our lease quotes, and we have developed educational content on how our customers can use their vehicles in more environmentally sustainable ways. We also offer our customers the opportunity to participate in our carbon offset program. The first quarter of 2024 has seen us continue to generate a strong level of leasing demand, including for electric vehicles. It is important to note that in the first quarter of 2023 we had not yet seen the full impact of the government EV policy on our order and settlement levels, which is reflected in the strong performance compared to the prior corresponding period. In the first quarter, we have been able to grow both our average monthly new vehicle orders and settlements by 7% compared to the 2023 second-half monthly average. Our deliberate actions in the second half of 2023 delivered a strong yield uplift that has been sustained in the first quarter of 2024. Key drivers of the yield uplift were supply chain renegotiations, a higher proportion of new novated lease deals, and an increase in EV deals. The graph on the right-hand side shows the average timeframe from vehicle order to delivery for Smartgroup's top 30 motor vehicle models. There was a significant deterioration in car supply shortly after the onset of COVID, as can be seen by the lengthy delivery timeframe. Supply dynamics continued to worsen in 2021 and early 2022, and while there has been a small improvement, timeframes remain well above historical levels. As previously disclosed, the lengthy and often changing delivery schedules have caused additional work in the form of credit reapprovals and sales pipeline management, and leasing team resources were onboarded as a result. We anticipate continued inefficiencies related to credit reapprovals and general open order pipeline management for as long as delivery timeframes are elevated. EVs, as a proportion of total new car lease orders, grew significantly in 2023 across all client segments, in line with the intent of the government policy. The start of 2024 has seen EV uptake continue to grow in the government and corporate segments, while the government policy is designed to make EVs more affordable for working Australians. While some new EV makes and models have become available in Australia since the introduction of the policy, there are still reasonably few vehicle options available at cheaper price points. As the range of more affordable EVs becomes available, we expect education, hospital, and PBI uptake to lift further. We've made good progress in the first quarter of 2024. Leasing demand remains strong, and we have grown salary packages, novated lease, and fleet vehicle numbers. We have also been making good progress in retaining existing clients. For example, we have been reappointed as the provider for the Australian Taxation Office and have been reappointed to the Queensland Government Novated Leasing Panel. We have also signed up a number of new clients. Our average monthly revenue grew 5% compared to half two, driven by increased demand for novated leasing. Average monthly operating expenses increased in line with revenue to service increased volume, generate further demand, and acquire new clients. Importantly, we continue to focus on cost management while ensuring that our resourcing is appropriate for demand levels. We are also investing in technology to improve digital customer experience, reduce complexity, and increase scalability in line with our strategic priorities. As a result, our average monthly EBITDA increased 3% compared to half two 2023. NPATA per month was in line with half two 2023, with higher EBITDA offset by increased depreciation and amortization as we invest to deliver our strategic priorities. CapEx for the year is expected to be around AUD 11 million-AUD 13 million to deliver our strategic priorities, as well as the South Australian Government contract transition. We expect CapEx levels to remain elevated for the next few years while we deliver our strategic priorities before returning to a normalized level. We, of the South Australian contract, anticipate associated operating expenses for the first half of 2024 to be AUD 3 million, in line with expectations. As disclosed earlier this year, we do not expect an earnings uplift from the South Australian Government contract this year. This win, though, reinforces our position as a leading provider of salary packaging and novated leasing to both state and federal governments. Smartgroup is well positioned to take advantage of continued leasing demand, including for EVs, and any improvements in car supply, and we are progressing our strategic priorities to position the company to deliver productivity improvements at scale. In closing, I would like to thank our chair, directors, the executive team, and all Smartgroup team members for your hard work and commitment in 2023. To our clients, customers, and of course our shareholders, we would like to express our gratitude for your ongoing support. In particular, on behalf of the entire Smartgroup team, I want to thank our chair, Michael, for his leadership, commitment, and expertise, which have been fundamental in building our company from its modest start. The planned transition of chair to John will ensure a continuation of Smartgroup's growth trajectory. Thank you, Scott. We will now move to the formal part of the meeting. I will start by explaining arrangements for asking questions and voting for the formal terms of business. As the 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 cards are not entitled to speak at this meeting. If you wish to raise a question from the floor, could you please hold up your yellow or blue card? When I call you to ask your question, could you please identify yourself? We will have Samantha bring you a microphone. If you are a proxy or representative, another shareholder, would you also mention the name of that shareholder? You may then ask your question. To keep your question 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 two 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 have 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 this 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 the room. Shareholders and proxy holders holding yellow voting cards will be invited to cast their vote 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 seven resolutions set out in the notice of meeting dated 3 April 2024. 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 have just described. I will then put the resolution to the meeting and display a slide showing the total direct votes and proxy votes received on that resolution before the meeting. As I have 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. [audio distortion] before we move on to the actual resolutions. Can you please identify yourself then? [crosstalk] Sorry. Yeah, yeah. Howard Coleman, a shareholder in my personal life as well as through my super fund, and also representative of Team Invest. Our Team Invest members, we believe between them are probably round about the tenth largest shareholder in total, although we all operate individually. Probably don't need the mic, but I'm happy to have the mic. Firstly, I'd like to thank you for the many years of service as chair of the company. You're one of the few companies that pass our filters on a regular basis in Team Invest. There are less than 50 that have done so through that ten-year period. So I think the chair and the board deserve our thanks for that, and particularly you, seeing as you're about to retire from being chair of the board. I'd like to thank you very much on behalf of our members. I'd also just like to suggest, would it be possible to ask a couple of questions about the presentation that was done by Scott before we move on to the resolutions, seeing as they may affect the way some people want to vote on some of the resolutions, it would seem more sensible if we could have a couple of those specific type questions first. Yep. What happens is the first resolution is a non-voting one, which is about the accounts. So once I introduce it, you'll have ample opportunity to ask all the questions about the presentation we just gave and about the financials. Thanks. [crosstalk] That'll do. Thank you very much for your kind words. The first item of formal business—so why don't you stay there? 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 2023, as set out in the 2023 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 of 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 the item of business or any general business questions. Please go ahead. Thanks. Mine was a general one, quite comfortable with the audit. My general question is I noticed Scott mentioned that we're going to be having a fair bit of expense again in digital preparation to make it smarter and easier for our customers. My only concern about that, and the company's been doing well so it's not really an objection, it's a concern though, is for at least seven or eight years we've been talking about moving in that direction, and we seem to have spent some money every year in moving in that direction. When will this largely be completed because it seems to be a thing that is mentioned in report, and there doesn't seem to be an end to this horizon in sight. So. Very good question. I'll pass to Scott. Lovely. Thank you very much. Excellent question. Looking at the history of the organization, you're quite right. There's been investments over many years, which have been very good. They've led to a number of great digital assets that the company has today. For example, some of the calculators you see online, the vehicle sales portal. Indeed, to the question of spend going forward, coming in as I look through the organization, we can also see moving forward opportunities to do more in a couple of areas. Firstly, just around user experience. Secondly, also just around the efficiency that we can gain through better use of technology and data. As I've said before, I anticipate over the coming few years we'll maintain a level of CapEx like we have this year. But what that will drive over time is, in addition to increased better user experience for customers, and therefore there being to grow our customer base and get better penetration into the 1.5 million prospective customers we have out there working for our clients, we should also start to see efficiencies come through. And as I touched on, at that point in time I'd expect our capital expenditure to start to normalise. That being said though, I do think it's good practice for companies that are digital organisations, and I think we should increasingly think of ourselves as a digital company, to maintain a level of expenditure every year to keep ahead of the competition. And the competition is moving fast. It's not just our traditional incumbents anymore. We have many new entrants coming into our segment that we're beating at the moment, but we'll need to keep being very thoughtful and pointed in where we're allocating our capital expenditure to maintain that advantage. So as a rule of thumb, you should sort of think about and this is not something that is specific to Smartgroup. It's generally viewed as a good guide. Something like 3%-5% of revenue. Because the expectations of your customers and clients are constantly being elevated to what they're experiencing at the best organizations globally, and they expect you to be at that level. So if you're not spending that sort of amount, it's hard to keep up. So I know it sounds as if you keep sort of saying, "We keep saying these things," and it is right on the front of the board's mind, right? So when we're spending the money, are we seeing the benefits that management said, "Well, if we spend this money, all these things are going to happen"? And by and large, not always, to be honest. Not always, but by and large they have been coming in, and in more recent times they've been coming in better than what we had thought. But I think as a broad generalisation, if you see companies that are sales-oriented and they're not spending that sort of money every year, the warning bell should go off. Because you're going to get away with it for maybe one or two or three years, but then the catch-up comes. Yeah [audio distortion]. I'm very pleased to hear that the board is asking those questions. Just my experience, and I've been involved in things to do with digital since the 1970s, so it's not something I'm new to, is what tends to happen is it becomes an operation in itself where the programmers keep coming up with ways of making the website look nicer, and all it does in the end is frustrate the users. We want to avoid that happening, I mean, one of the things that I have as a big gripe with many of the things that I deal with digitally is I no sooner get to use it really well, and I know where everything can be found, and they completely rearrange how it all works, and now I've got to go through a whole new learning experience again. So like any department in any business, it starts becoming a reason to continue to exist for itself. So as long as our CEO and our board are continually asking the questions, "Are we actually getting real value out of this money we're spending? [crosstalk] That's it. I'm very happy with the money being spent. But I'd like to just have everybody be aware that these things can become a spending pot of their own to justify their own existence, and we've got to avoid that. When you've got a 40% EBITDA margin, you can be rest assured there's not a lot of waste. Yeah. So. Absolutely. That's been a constant view of this board, that we're biased to yes. So if management want to spend money, we are generally allowing to, but it's got to come with some benefit. And 90% of the time the financial results have to come for it rather than just a BAU result. So we also have quite a strong judgment call as to what we expense and what we capitalize. So if you're spending it, then we've got a bias to expensing it generally, although once you're building something for the longer term, then the accounting rules are quite specific as to what you can and can't do. And remember, management are largely rewarded on how much money we make. So if they don't make money, they don't get paid. So they're going to. Yep. Okay. I'm happy and willing one. Thank you very much. [audio distortion] Please [audio distortion]. Thank you. Brian Allison, shareholder. I also extend my best wishes for your retirement and expect your lifestyle to soar after you retire, which is my experience. [crosstalk] Now, in asking my question, I'm mindful of the experience of Hertz with electric vehicles in that they found that the depreciation was actually ruining their profit. I'd just like to get some comments from the CEO as to how that affects Smartgroup as well and how we navigate that. Yeah. Excellent question, Brian. Thank you. So as I touched on in our presentation, one of, I think, the key attributes of our business is that we're asset light. And what that means in practice is we don't take the risk as such on the residual value for our novated leases. That being said, as we touched on today's presentation, we do have a pilot going in fleet where we have a limited number of fleet vehicles on balance sheets. So that represents a sort of a question mark for us as to what will happen with the residual values for those vehicles that we've put in our balance sheet. It's a watching brief, I think, for everyone in the market. We'll learn more ourselves over the next couple of years based off that fleet pilot, but also what we're looking at in the market. Overall, I don't see that as a high risk for us versus other competitors in our space. Yeah. Just to remind you, Brian, we've got about 61,000 vehicles that we've done leases on. There's about 500 that we fund. Right? So it's quite a small, relatively speaking, piece of the pie. Not too many Teslas, I hope. Tesla's a very popular car at the moment. Thank goodness. Yep. My name's Alex Caradus. My name's Alex Caradus. I'm a member through a super fund, also a Team Invest member. I endorse the introductory comments of Howard about the board and service. My questions are, what percentage of your defined market does Smartgroup hold, and who are your in your defined revenue segments, and who are your major competitors in those segments? Scott? Yeah. Good question. So I'll come up with an exact number before we maybe pick that up with you after the discussion today on where we sit in the market as a percentage. But I'd say, broad brush terms, we're around 20% of the market when we look at the major competitors that we compete against. If you go to the major competitors for us, the ones we look to are McMillan Shakespeare that trade mostly under the Maxxia brand name. Fleet Partners, SG Fleet, they're the ones we mostly come up against. There are a number of smaller players as well, but in the listed space, those are the major competitors that we come up against. Interesting to my point before, though, that competitive dynamic is changing considerably where we see a number of companies in related industries like the payroll sector that digital companies tend to move into the novated lease segment as well. So I think that'll be a watching brief, that competitive landscape over the next few years. Okay. Is there no further questions? We'll now move to the next item of business. We now move to resolution one, which is the non-binding and advisory vote on the company's remuneration report for the year ended 31 December 2023. The remuneration report is set out on pages 36-51 of the 2023 annual report. After the resolution has been moved, there will be time for comments and questions on the remuneration report. I will now move that the remuneration report of the company for the year ended 31 December 2023 be adopted. I will now address any questions relating to this item of business. Are there any questions from the floor? Please. It's [uncertain] here, Howard Coleman. Right, and question, just to comment, I noticed that 75% of the LTI is based on EPS growth over a period of time and 25% on TSR. We in Team Invest would be quite happy if you ditched the TSR completely and made it 100% EPS. After all, I can't see how Scott and his team are going to be sitting around every day watching the market and improving our business by noticing whether the emotions of the market have gone up or down on that particular day or whether Wall Street rose or fell the night before. But I'd be very happy if they're all spending their time figuring out how they can improve earnings per share. And of course, if they improve earnings per share, the share price will go up anyway because the price of a company is its earnings per share times its P/E ratio. So automatically that would happen. If it is that you have proxy advisors giving you a hard time about having little TSR because we know that most of the proxy advisors love this idea, this terrific money to be made as an advisor on putting together a comparator group and all sorts of fancy things that make proxy advisors a lot of money, if it would help you to have a proxy report that explained that we liked EPS rather than TSR and why, that you could distribute to shareholders, we'd be very happy to provide this. We've done it for a couple of other companies. We would only do it for a company that passed our filters seeing as you pass our filters, we'd be happy to provide you with a proxy report recommending, if anything, a move to completely EPS. But we'd vote yes for the 75/25, but we'd hate it to get to be more TSR. Let me tell you, for something that hasn't been paid out very much over the last five years, we spend an enormous amount of time talking to proxy groups and to shareholders about the LTI, right? And it's like, "We haven't really paid very much on it." So for staff, frankly, it hasn't been massively successful, actually. If we look at the last four or five years, we haven't really paid very much. Last year, a small amount on the TSR got paid. Nothing on the EPS got paid. The board has never exercised any discretion on varying the terms. So the terms are quite specific. You either get it or you don't get it. And frankly, we expense this as we go ahead. So it hits the earnings, and it doesn't get paid out. So it's sort of interesting to have the conversation, and we have this conversation endlessly, Deborah. But it doesn't matter because it hasn't been paid out. And it just costs us money and aggravation when paid out. We would love to pay it out, right? So anything that makes it easier to pay out for staff actually would be worth the effort of going through what we have to go through every year. So I take your point. If you want to make it all EPS, they got zero, right? So they got zero for four years. And if I showed you the results as I did earlier, this stock's gone from 150-160 market cap to 1.3 billion, and we paid AUD 500 million in franked dividends. So when you count the franking credit, it's even more than that over the last 10 years. This has been a stellar story. Staff have done well. I'm not saying they've done poorly out of it, but they could have done so much better. So I'm happy to take it on and pass on to the next group that'll have to worry about it, but [audio distortion] please. [audio distortion] Yeah [audio distortion]. There's a huge amount of views about something that makes very little impact on the business. Frankly, it's really important to staff, but seeing they haven't paid it out, all we do is expense it and then have to reverse it. That's what's happened over the last four or five years. A lot of effort for not much outcome, sadly. But yeah. As there are no further 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 election of Mark Rigotti as a director. Mark was appointed by the board as a non-executive director effective 1st of February 2024. Under the company's constitution, Mark is required to retire at this meeting, and being eligible offers himself for election by shareholders. Information relevant to Mark's proposed election is set out in the notice of meeting, and I note that each of the other directors supports Mark's election. Mark will now say a few words. Great. Thank you, Michael, and good morning, everyone. I joined the board of Smartgroup in February, and I'm delighted today to be standing for election as a director of Smartgroup. By way of background, I'm a qualified lawyer and a member of the Australian Institute of Company Directors. My previous work experience included being the Global Chief Executive Officer of Herbert Smith Freehills, where I was also a partner, and I served on what's called the Partnership Council, which is the equivalent of that organization's board. I'm currently the Managing Director and Chief Executive Officer of the Australian Institute of Company Directors, as well as the Chair of Redkite Children's Charity, which I'll be stepping out of shortly, and a board member of the European Australian Business Council. I think my experience as a lawyer and as the CEO of the AICD and various other roles in my career have been a good fit for me as a director of the Smartgroup board. I've very much enjoyed my role, although it's pretty recent, having only started in February, and I look forward to continuing to contribute to the group's full potential. Thank you, Michael. Thank you, Mark. I have pleasure in moving that Mr. Mark Rigotti, who was appointed as a director under Article 10.7A of the company's constitution and being eligible, offers himself for election, be 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? As there are no questions, no. Please. [audio distortion] What has been the single biggest thing that you've noticed that you feel you could perhaps add or help on the board? What's the single thing that you've noticed? Yeah. That's a great question. In my induction, Scott asked me a similar question. I think the thing that I've noticed is the sharp focus on strategy without taking the eye off the ball on operational excellence. What that produces, in my experience, is some friction around how much you're doing and what sequence you do it in. Scott and I have got an ongoing discussion around how you get the balance right, particularly in a world where change is constant. I think where I can contribute to that, I've got a similar challenge in my role with the AICD. A lot to do, and we can't do everything. How do we order it and sequence it? Are there no further 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 three, which is for the re-election of Ian Watt as a director. Ian retires at this meeting in accordance with the company's constitution and, being eligible, offers himself for re-election. Information relevant to Ian's proposed re-election is set out in the notice of meeting, and I note that each of the other directors supports Ian's re-election. Ian will now say a few words. Thank you, Michael. Good morning, ladies and gentlemen. I joined the board of Smartgroup in 2015, and I am very pleased to be here today standing for re-election. My background is finance, government, risk, and economics, with over 20 years at either the most senior levels of the public service. I was head of four different departments in Canberra and worked with three prime ministers as head of the Department of Prime Minister and Cabinet, and since then in the corporate sector in a number of areas. I am currently the chair of the International Centre for Democratic Partnerships and the Australian Davos Council Advisory Council. I am also a member of the board of the Grattan Institute, a member of the International Advisory Board for Veracity Worldwide, which is headquartered in New York City, and I'm a senior advisor to Flagstaff Partners, which is a small advisory-only investment bank. In addition to being on the board of Smartgroup, I am the chair of the Environmental, Social, and Governance Committee and a member of the Audit and Risk Committee and the IT and Innovation Committee. In my work at Smartgroup, I have drawn on much of my previous professional experience, including in the areas of ESG, risk, and IT. I am also able to bring a deep knowledge of governments and bureaucracies and how to work effectively with them to maximize the returns for both. It is both a privilege and a responsibility to serve as a director of Smartgroup, and I take that very seriously. Thank you. Thank you, Ian. I have pleasure in moving that Dr. Ian Watt retires in accordance with Article 10.3A of the company's constitution and, being eligible, offers himself 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? [aud io dis tor ti on] anyone? Go ahead. Ian, firstly, thank you for your work on the board so far, and I'm very pleased to see you standing for re-election again. A different question for you, seeing as you've been on the board quite a while. What is the single thing, if there is anything, that when you think about Smartgroup has the potential to keep you awake at night? What's the biggest risk? If I say honestly, I'm an extremely good sleeper, and that is one of the only ways I describe my 3.5 years as working with Australian prime ministers. You need to be a good sleeper. I think the way I look at it, the most important thing for us is our clients and customers. They're in particular sectors of the economy. Some are in government. Some are in NGOs. Some are in PBIs. We have to make sure we're offering them a value proposition. And if we're not offering them a value proposition, which can be different from other sectors, then we will face a problem. Now, I think Smartgroup's been very good at that value proposition. We can always improve it. And I think the work that Scott and his team are doing will improve that over time. There are many other things you could lay awake at night worrying about, but from my perspective and coming from one of those sectors, that's the one I think about most. Thank you. As there are no further 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 will now move to resolution four, which is to seek approval for the issue of securities under the company's loan-funded share plan pursuant to paragraph B of exception 13 in ASX Listing Rule 7.2. That approval is given. Securities issued under the plan during the three-year period following the passing of resolution four will be treated as having been issued under an exception to ASX Listing Rule 7.1. Detailed information about the plan, including a summary of the terms of the 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, then any issue of securities under the plan during the three-year period after the AGM will not count towards the company's 15% limit on issuing equity securities without shareholder approval under ASX Listing Rule 7.1, provided that, firstly, the number of equity securities issued under the plan after the AGM does not exceed 6,656,109, being 5% of the total number of ordinary shares on issue as at the date of the notice of meeting, and secondly, there is no material change to the terms of the plan. The board believes that the plan encourages participants to focus on creating value for shareholders, links reward with the achievement of long-term performance in the company, encourages participants to remain with the company by providing them with the opportunity to hold a financial stake in the company, and assists in the company attracting high-calibre employees. I will now address any questions relating to this item of business. Are there any questions from the floor? Okay. 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 five, which is for the approval to issue shares under the company's loan-funded share plan to Mr. Scott Wharton, the company's Managing Director and CEO. Detailed information about the proposed issue of shares, including the 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. Then the company will issue Scott 632,433 ordinary shares, which will vest at the end of a three-year vesting period ending on 31 December 2026, subject to the satisfaction of the performance hurdles and other vesting conditions described in the explanatory notes in the notice of meeting. The performance hurdles are based on total shareholder return and earnings per share over a 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 5, then the company will also loan Scott an amount equal to the total issue price of all shares to be issued to him, with the issue price 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 hurdles strongly align Scott's ability to derive any value from the shares with the company's financial performance and our interests of our shareholders. I now move resolution 5 as set out in the notice of meeting. 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 6, which is for the approval to issue performance rights under the company's short-term incentive plan to Mr. Scott Wharton, the company's Managing Director and CEO. Detailed information of the proposed issue of performance rights, including a summary of the 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 6, then the company will issue to Scott performance rights having a value of AUD 292,500, comprising 50% of Scott's potential short-term incentive entitlements for the 2024 financial year, subject to Scott meeting KPIs set by the board. The achievement of these KPIs will be assessed by the board at the end of the year. Details of the KPIs 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 now move resolution 6 as set out in the notice of meeting. I will now address any questions relating to this item of business. Are there any questions from the floor? Just a comment on all three resolutions that have just been. I hope everybody qualifies for all of them. We'll be very pleased with the shareholders if they do. So good luck, Scott, and your team, and may you qualify for the whole lot and your team as well. Thank you. Thank you. That's the end. Yes. As there are no further 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 seven, which is for the appointment of KPMG as the company's auditor. Resolution seven is expressed to be subject to the Australian Securities and Investments Commission having consented to the resignation of PricewaterhouseCoopers as the auditor of the company. I can confirm that ASIC's written consent to PricewaterhouseCoopers' resignation was received on 10th April 2024, and accordingly, if shareholders pass resolution seven, KPMG will be appointed as auditor with effect from the conclusion of this meeting. Before we move to questions, I would like to acknowledge the longstanding support and guidance provided by PwC in their capacity as the company's auditor since our listing on the ASX in 2014, and to thank the PwC team for their service over that time. The proposed change to KPMG follows a competitive selection process in which KPMG was selected as the preferred auditor. KPMG has consented to act as our auditor, and the directors unanimously support KPMG's appointment. I now move resolution seven as set out in the notice of meeting. 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 in 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 to the ASX company's announcements platform and will be available on the company's website as soon as possible after the close of the meeting. In closing, it has been an honor to chair the board since the company listed in 2014 and to work with so many good people. Smartgroup is a much larger, tech-savvy, and diverse organization today from our relatively humble beginnings. Thank you for participating in our meeting today, and I know that the Smartgroup board and management look forward to your continuing support in the years ahead. The formal part of the meeting is now closed, but before we break for refreshments, our incoming chair, John Prendiville, would like to say a few words. Thank you, ladies and gentlemen. As mentioned before, Michael is retiring as chairman as Smartgroup's chairman today. Before we close the AGM, I wanted to say a few words about his time as a chair and his contribution to our current position. Michael joined Smartgroup before our IPO in 2014, and since then, he has been central to the group's growth and its strategy. He has led the board through great times when we were in acquisition and growth mode and through some more difficult times where we hit bumps in the road, which I can confidently say happens to all businesses. The trick is how leadership steps up in those more difficult times, and Michael showed true leadership and skill. He has a calm and measured demeanor, a voice of clarity, and a strategic and insightful view on the way forward. During his time as chair, we have paid over AUD 510 million in fully franked dividends to our shareholders, and the market capitalization of the company has grown nearly eightfold. Smartgroup boasts a diverse and experienced board, which is a testament to Michael's chairmanship, and the board's belief in the company's future and his commitment to the strategy being implemented by the management team is 100%. So, on behalf of the entire board, I want to express our gratitude to Michael for his leadership, his energy, his motivation, and his insight over the last 10 years or so. We wish him the very best on his next venture, and I suspect he will never be too far away. As to the future, I think I speak confidently on behalf of all my fellow directors when I say we are excited about the potential opportunities in front of the company and the objectives of our medium-term strategic plan. We look forward to working with Scott and his management team to build on the solid foundations that currently exist and that are, in part, a legacy of Michael's time as chair. Thank you very much for coming. Thank you, Michael, and good luck.