Ladies and Gentlemen, good morning. It is now 9:30 a.m. and I have been informed by the company secretary that we have a quorum. So I declare the 2024 Annual General Meeting of Thorney Opportunities Limited open. A warm welcome to all shareholders and observers. My name is Henry Lanzer and I will be the Chairman of the meeting today. We have been informed that our fellow board member Mr. Alex Waislitz is unable to attend today because of unforeseen circumstances. So he needs to be recorded as an apology, but I am joined online today by my fellow board member, Dr. Gary Weiss. Today's meeting is held online via the Computershare Meeting Platform. This allows shareholders, proxy holders and guests to attend the meeting. Virtually all attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders have the ability to ask questions and submit votes. Also attending online are Craig Smith, our Company Secretary, and Emma Reicke from Ernst & Young and Peter Landos from Thorney Investments. The Notice of Meeting was published and sent to all shareholders on 9th October 2024. As is customary with the approval of the meeting, I will take the Notice of Meeting as having been read. In addition, a copy of the Thorney Opportunities Limited 2024 Annual Report has been made available to shareholders. Today's meeting will be structured as follows. I will provide the Chairman's address to you. I will then pass to Craig Smith who will run through how you can ask questions today as well as how you submit your votes over the Computershare Meeting Platform. I will then run through the three items of business as presented on the screen. We will then conclude with a Q&A session prior to the formal part of the meeting. On behalf of the Directors, I will make a few remarks about TOP's performance during the 2024 financial year as well as some other recent developments. In 2023, we spoke about one of the unique characteristics which set Thorney Opportunities apart from other listed companies and many fund managers. One of the principal differences is the amount of public and private activism which we are prepared to undertake with the boards and management of our investee companies. This activism is regularly constructive and helps unlock value for all shareholders. The work undertaken is often but not always behind the scenes and reflects one of the core philosophies which has led to Thorney's long-term investment success. This is an attribute which has occurred at TOP since its inception and will continue into the future. In the 2024 financial year, the TOP portfolio delivered after- tax NTA growth in excess of 24%, representing an outperformance over the S&P/ASX Small Ordinaries Accumulation Index by over 15%. This performance reflects the long-term commitment to maintaining an active approach for investment portfolio management and was delivered in an environment where geopolitical risks were strong, interest rates were high, and consumer sentiment was soft. Directors declared a record fully franked final dividend of AUD 0.015 per share, an increase of 3.5% over the prior year. Total dividends paid for the 2024 year were AUD 0.0255 per share, fully franked and represent a dividend yield of in excess of 4%. TOP's performance was driven in large part by strong M& A activity in the infrastructure and resources service sector. During the period there were also two notable transactions involving key positions in the TOP portfolio, MMA Offshore Limited and Decmil Group Limited. Both MRM and DCG have been long- term position in TOP's portfolio and during this time TOP has been active and influential in the success enjoyed by these companies including in the establishment of the appropriate capital structure as well as the composition of the board and management. From the investments in MRM and DCG up until the date of this report, TOP realized proceeds in excess of AUD 60 million, strongly positioning TOP with substantial capital for future investments. TOP's active involvement with MRM and DCG is typical of the approach adopted by Thorney Investments across all key portfolio positions within the infrastructure, engineering and resource sector. At various times TOP has played an active role with a number of other key portfolio positions, all of which have been positive contributors to performance in the financial year 2024, including Southern Cross Electrical Engineering Limited, which enjoyed a period of strong operational share price performance in the financial year 2024 with the company maintaining a robust order book and opportunity pipeline leading into financial year 2025. TOP remains a substantial shareholder in SXE and optimism in the outlook for the company. Austin Engineering Ltd also performed well from an operational share price perspective in financial year 2024. During the period TOP took the opportunity to realize some profit and currently still remains the company's largest shareholder. TOP retains its positive sentiment towards ANG and believes that it is well positioned to deliver strong earnings performance in financial year 2025 and financial year 2026. Other activity across the broader listed investment portfolio included the Thorney Group including TOP recently playing a crucial role in AMA Group Limited where it actively effected change of the leadership of the company and acted as an anchor participant in the recapitalization plan successfully executed during June and July of 2024. While AMA was a drag on the performance of TOP during financial year 2024. Under refreshed and motivated leadership and a strong balance sheet, we are cautiously optimistic about what the company can achieve in financial year 2025 and beyond. TOP's largest unlisted holding is 20 Cashews Pty Ltd, which owns 100% of Australian Community Media, approximately 30% of View Media Group and just under 15% of Southern Cross Media Group Ltd. TOP has been active at ACM as it executes its plan to progress both the rationalization of its publication portfolio and digital transformation. Reaching around 5 million people, ACM's commitment to being the trusted voice for news editorial in regional Australia remains at the center of its strategy. This strategy has resonated with regionally based Australians and evidenced by the number of digital subscribers increasing to almost 150,000. However, the positive contribution generated by the digital subscriber growth has been tempered by a persistently soft advertising environment as well as the reduction in the financial commitment and therefore the support for journalism by Meta and Google in connection with paying for news-related content. It has been well documented that the traditional Australian media participants are currently facing a number of economic and industry structure-related change and challenges. ACM is not immune and that being the case, 20 Cashews has sought to be active in securing a seat at the table as the media environment continues to shift. Most significantly, 20C acquired a strategic interest in just under 15% in SXL, a business which has both metro and regional media assets and which has considerable synergy with the ACM geographical footprint. During the financial year 2024, View Media Group continued to execute on its strategic plan to disrupt the online real estate listings market in Australia along with key shareholders ANZ Group Holdings Limited and Seven West Media Limited. TOP played an active role guiding the strategic pathway to achieving scale. We remain optimistic about the long- term value proposition presented by 20C's assets. However, as flagged in the TOP's 2024 financial statements released to the market in August, the Board has adopted a prudent approach to the carrying value. As at 30 June 2024, the decline in the carrying value reflected the impact of the mark to market adjustment of 20c's investment in SXL as well as a cautious outlook with respect to the short- term earnings outlook for ACM. Like all shareholders, we remain disappointed that TOP share prices continue to trade below its NTA. The directors, the investment team remain focused on identifying initiatives aimed at reducing and preferably eliminating this unjustified discount gap. The company's adjustment in its management fee with the induction of a high- watermark along with the ongoing on- market share buyback program is part of this strategy. We continue to believe the TOP's value-based investment approach will deliver strong performance for shareholders along with dividends over time. The unequivocally clear outcome of the recent U.S. election has mitigated some concerns about market volatility and the short-term outlook for markets appears relatively optimistic. Sincere thanks go to the fellow TOP Directors, to the outstanding Thorney Investments team and to all TOP shareholders for your continued support. We'll now turn to the business of today's meeting. First, I will hand over to Craig Smith, our Company Secretary to go through how you can ask questions today and submit your votes over the Computershare Meeting Platform in further detail. Yeah, thanks, Henry. Next slide, so Shareholder Questions, so online attendees can submit questions at any time. To ask a question, select the Q& A icon, type your question into the text box, and once you're finished typing, please hit the Send button. Please note that while you can submit questions from now on, the Chair will not address them until the Q& A session to be held later in the meeting. Please note also that your questions may be moderated or receive multiple questions on one topic amalgamated together. To ask a verbal question, please follow the instructions written below the broadcast. Finally, due to time constraints, we may not get to all to answer all your questions. If this happens, we will answer them in due course via email or posting responses on our website. Next slide. Yep, so voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, the Chair has opened the voting for all resolutions. If you are eligible to vote, once voting opens, press the vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or Enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You do however have the ability to change your vote up until the time the Chair declares voting closed at the end of the meeting. The Chair wishes to advise that for all resolutions at today's meeting, the open proxies that have instructed the Chairman to vote on their behalf will be voted in favor of each resolution. I reiterate that all items of business will be considered today by and determined by poll. No formal resolution will be put for item 1 as there is no requirement to do so. Item 2 is the non-binding advisory vote on the Remuneration Report. As the Chair moves through the items of business, he will ask you to cast your vote. As we outlined previously, David Squires of Computershare is present and will be acting as Returning Officer for the poll. The results of the poll will not be available until after the meeting has concluded when they will be made available to the ASX. Thank you, Craig. I now declare the poll open. This means that if anyone needs to leave early today, you can complete your voting online now. The first item of business consists of tabling of the financial statements and reports of the company for the financial year ended 30 June 2024 and to provide an opportunity for members to raise issues and ask questions generally concerning the financial statements, reports and the business operations of the Company. We are not required by the Corporations Act to approve or adopt the financial statements or reports and so no resolution of that nature will be proposed. Copy of the 2024 Annual Report has been made available to all shareholders. This document contains the Company's financial reports, Director's Report and Auditor's Report for the financial year ended 30 June 2024. Our auditors, Ernst & Young, are also online. We now turn to item two. Resolution one is to adopt the Remuneration Report for the financial year ended 30 June 2024. Voting on this resolution is advisory only and will not bind the directors or the company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies of the company. Resolution 1 is shown on the screen. I will now put the motion to adopt the 2024 Remuneration Report to the meeting. This resolution is an ordinary resolution which means it must be passed by at least 50% of the members voting. Please also refer to the screen for details of proxies lodged in respect of this motion. Proxies lodged prior to the meeting show that approximately 97.73% of shareholders are in favor of this resolution. You can now complete your voting for Resolution 1. I will now pass the Chair to Craig Smith for the next resolution. Okay, resolution two. Thanks, Henry. The retiring director, Mr. Henry Lanzer, is eligible for election under the Constitution. Resolution 2 is shown on the screen. I now put the motion to re-elect Mr. Henry Lanzer to the meeting. This resolution is an ordinary resolution, which means it must be passed by at least 50% of the members voting. Please also refer to the screen for details of proxies lodged in respect to this motion. Proxies lodged prior to the meeting show 99.19% in favor of this resolution. You can now complete your voting for Resolution 2. I'll now hand the Chair back to Henry. Thank you, Craig. We now come to the Q& A part of our meeting. Craig, have we received any questions on items one, two or three? We've received one question which is on like General Business in relation to the portfolio. The question is what is the approximate churn rate of portfolio investments? To the extent that we can answer that question, I'll ask Peter Landos from Thorney Investments to respond if that's okay. Sure. Thank you. Thank you, Chair. Thank you for the question. In terms of the portfolio construct, as you'd be aware, it's a long- term focused on absolute returns. As the Chair mentioned in his remarks, there were two events that occurred during FY 2024 of an M&A in MMA Offshore and Decmil Group. So we don't track a churn rate per se, but we actively manage the portfolio trying to maximize the value of all positions contained therein. We retain, as at 31st October, the NTA was released yesterday afternoon to the exchange of in excess of AUD 40 million of deployable capital which we will look to deploy into opportunities as they emerge in the coming months. Okay, thank you, Peter. Craig, are there any other questions? There are no other questions at this time. All right, well, if there are no other questions, that concludes our discussion on the items of business. I would like to advise that voting on all resolutions will close shortly. I will provide you all with a few moments now to allow you to finish voting. So please complete your voting now. Ladies and gentlemen, I now declare the poll closed with the results to be announced to the ASX later today. Thank you for your attendance today. The Annual General Meeting is now closed. Good morning, ladies and gentlemen. It is now 10:30 A.M. and I've been informed by the company secretary that we have a quorum, so I'm pleased to declare the 2024 Annual General Meeting of Thorney Technologies Limited open. A warm welcome to all shareholders and observers. My name is Martin Casey and today I will be chairman of the meeting. I'm joined online by my fellow directors, Alan Fisher, Jeremy Leibler and Tim Burch. Unfortunately, our chairman, Mr. Alex Waislitz is unable to join us today and apologies. Also attending is Craig Smith, our company secretary, Tony Morse from Ernst & Young and Peter Landos from the Thorney investment team. Today's meeting is being held online by a Computershare meeting platform. This allows shareholders, proxy holders and guests to attend the meeting. Virtually all attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders have the ability to ask questions and to submit votes. The Notice of Meeting was published and sent to all shareholders on the 9th of October and as is customary with the approval of this meeting, I'll take the Notice of Meeting as having been read. In addition, a copy of the Thorney Technologies Limited 2024 Annual Report has been made available to all shareholders. Today's meeting will be structured as follows. I will provide my Chairman's address to you. I will then pass to Craig Smith who will run through how you can ask questions as well as how you can submit votes over the Computershare Meeting Platform. I will then run through the items of business as presented on the screen and we will conclude with the Q& A session prior to commencing the formal part of the meeting. I'll take the opportunity now to make a few remarks about TEK's performance during the 2024 financial year. This Chairman's address has been released to the ASX. Again, on behalf of the Board, I'd like to welcome you all here today and noting again that my name is Martin Casey and I'm a non-Executive Director of Thorney Technologies Ltd. In terms of 2024, the TEK investment portfolio finished the year down 15.6% on an after tax basis. This is not the performance we strive for. TEK has a medium- to long-term investment philosophy and we strive for better performance than we have achieved. As reported in our monthly NTA, Tech's performance has seen some positive movements since 30 June 2024. The Thorney investment team and the Board remain optimistic about the composition of the Tech portfolio, it being a mix of early stage developing and cash generating companies. Tech is in a unique position in the LIC space because its premise is to provide its owners with exposure to a wide range of technology companies at every stage of their life cycle with a particular focus on early stage. It's worth noting a key differentiator to other technology focused LICs and a key rationale for investing in tech has been and remains to gain access to technology related deals that retail investors might not otherwise obtain. Given the nature of early stage investing, this approach requires a medium to longer term investment timeline. I'll run through a few examples of the portfolio which influenced performance during 2024. The first company to call out Clarity Pharmaceuticals was in fact a standout performer in the tech portfolio in 2024. Clarity Pharmaceuticals operates in the exciting radiopharmaceutical space and has multiple products under the FDA's Investigational New Drug Program for US clinical trials. Clarity Pharmaceuticals remains one of the largest positions in the portfolio even after allowing significant realized profits from this position during the period and post this period. The second investment to call out is Calix Ltd, which we've noted in previous AGMs. Calix is a company in which the Thorney investment team and TEK continue to maintain a current positive conviction. Though it was a negative contributor to TEK's performance in 2024, we do believe in its long-term value potential and have taken the opportunity to increase our exposure by buying on market. The third company has not had a good 2024, Dubber Corporation. It had a poor 2024 from both an operational and share price performance and as such it was a negative drag on TEK's performance for the period. Dubber's well-documented disclosure of missing shareholder funds and the termination of its CEO created an environment of instability over the last few months. Thorney Technologies has played an active role in recapitalizing the business and providing support for reconstituting management and we look forward to Dubber rebooting its strategy under a new CEO. We believe that Dubber retains significant underlying value in both its technology and the commercial contractual relationships that it has and we anticipate improved performance from Dubber in 2025. The last investment to call out is Credit Clear. Credit Clear in 2024 had a year of consolidation and streamlining. We anticipate that Credit Clear is poised to be a more significant contributor in 2025. In recent months the company has provided some insight into its improved financial position with revenue and cash from operations continuing their upward trajectory and a balance sheet which now has both flexibility and capacity for further growth opportunities. Over those four investments, two of them had a drag on TOP's performance during the year and two of them had a positive impact on TOP's performance. Other positive contributors to the portfolio during the period included DUG Technology Limited and Life360. It's worth touching upon the unlisted investment portfolio. In the unlisted investment portfolio for early stage companies, in particular those with funding requirements, the capital markets environment has been a difficult one. The traditional avenue for investment liberation and monetization being the IPO market has been largely closed and thus valuation metrics have been under pressure. Tek has adopted a prudent approach and made approximately AUD 8.3 million of adjustments to fair value during the financial year in respect of its unlisted portfolio as at 30 June 2024. TEK's unlisted portfolio had a carrying value of approximately AUD 27 million and this compares to the listed portfolio which had a value of approximately AUD 61.2 million. Given the unlisted portfolio remains sizable with limited realization events and downward valuation pressures, it negatively impacted the FY24 financial performance of Thorney Technologies Ltd. It's worth noting that as at 30 June 2024, Thorney Technologies has total gross tax losses of AUD 135 million available, which can be used to offset future investment earnings subject to satisfying statutory tests. The Thorney Investment Group still believes that the technology revolution is in its infancy and we are committed to remain involved. Investing in an LIC like Tech, with its diverse listed and unlisted holdings, with its international connection and access to deal flow, remains one of the ways investors can gain exposure to the potential tech leaders of the future. We do, however, remain disappointed with the share price discount to NTA. The Thorney Investment team are particularly focused on improving investment performance and TEK, its board and the Thorney Investment team are looking at ways to consider further initiatives to focus on narrowing the share price to NTA discount. We do, however, remain optimistic. The unequivocally clear outcome of the recent U.S. election has mitigated some concerns about market volatility and the short-term outlook for markets remains relatively optimistic. The Tech Board and the Thorney Investment team remain optimistic about the portfolio. I would like to thank my fellow directors, Tech Directors Jeremy, Alan and Tim, as well as Alex Waislitz in his absence and more importantly wish to thank the Tech shareholders as well as the Thorney Investment Management team. Thank you. So that concludes the Chairman's address. I'll now turn to the business of today's meeting. Craig, over to you. Thank you, Martin. So, how to ask a question so online attendees can submit questions at any time. To ask a question, select the Q& A icon. Type your question into the text box. Once we've finished typing, please hit the send button. Please note that while you can submit questions from now on, the Chair will not address them until the Q& A session to be held later in the meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. To ask a verbal question, please follow the instructions written below the broadcast. Finally, due to time constraints, we may not get to answer all of your questions. If this happens, we will answer them in due course by email or posting responses on our website. How to Vote. Voting today will be conducted by way of a poll on all items of business in order to provide you with enough time to vote. The Chair has now opened the voting for all resolutions. If you are eligible to vote, once voting opens, press the vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You do, however, have the ability to change your vote up until the time the Chair declares voting closed at the end of the meeting. The Chair wishes to advise that for all resolutions at today's meeting, the open proxies that have instructed the Chairman to vote on their behalf will be voted in favor of each resolution. I reiterate that all items of business to be considered today will be determined by poll. No formal resolution will be put for item 1 as there is no requirement to do so. Item 2 is the non-binding advisory vote on the Remuneration Report. As the Chair moves through the items of business, he will ask you to cast your vote. As we outlined previously, David Squires of Computershare is present and will be acting as Returning Officer for the poll. The results of the poll will not be available until after the meeting has concluded when they will be made available to the ASX. Thanks Craig. I now declare the poll open. This means that if anyone needs to leave their meeting early, you can do so and complete your voting online. Now. Turning to Item one, which is the Financial Statements and Reports. The first item of business consists of tabling the financial statements and reports of the Company for the financial year ended 30 June 2024 and to provide an opportunity for members to raise issues and ask questions generally concerning the financial statements, reports and business operations of the Company. We are not required by the Corporations Law to approve or adopt the financial statements or report and so no resolution of that nature will be proposed. Again, I note that the 2024 Annual Report has been made available to all shareholders. The 2024 Annual Report contains the Company's financial report, Director's Report and Auditor's Report for the financial year ended 30 June 2024. Again, I thank and note that Tony Morse from Ernst & Young, the Company's auditors, is present at this meeting. We'll now turn to Resolution one, which is Item two, which is the REM Report. Resolution one is to adopt the Remuneration Report for the financial year ended 30 June 2024. Voting on this resolution is advisory only and will not bind the directors of the company. However, the board will take the outcome of the vote into consideration when reviewing remuneration practices and policies of the company. Resolution one is shown on the screen. I now put the motion to adopt the 2024 Remuneration Report to the meeting. This resolution is an ordinary resolution which means it must be passed by at least 50% of the members voting. Please also refer to the screen for details of proxies lodged in respect of this motion. Proxies lodged prior to the meeting show 96.57% votes in favor of the resolution. You can now complete your voting for Resolution 1. Resolution 2 is the re-election of Mr. Alex Waislitz as the director of the company. As a retiring director, Mr. Alex Waislitz is eligible for re-election under the Constitution. Resolution 2 is shown on the screen and I'll now put the motion to re-elect Mr. Alex Waislitz as a director and I'll put this motion to the meeting. Again. This resolution is an ordinary resolution which means it needs to be passed by 50% of members voting at the meeting. If you refer to the screens, you'll see the details of proxies lodged in respect to this notice. Proxies lodged prior to the meeting show 99.5% in favor of the resolution. You can now complete your voting for Resolution 2. That concludes the resolutions. I'll now move to the Q& A part of our meeting. Craig, as Company Secretary, have we received any questions on the items? Yes, we have had one question from a shareholder, Mr. Thomas Castles, who's tech shareholder. He bought his investment in pre-COVID and he says he's lost 2/3 of the value and he'd like to know what additional actions management is taking to turn around the portfolio and regain market confidence. Thank you, Craig. Peter, is that something you want to talk to? I can certainly address that, Chair. Thank you for your question, Mr. Castles. In addition to the remarks that the Chair made in his address, we are very focused on trying to reduce the discount between the share price and NTA. And that one of the key parts of that will be improved performance. And that is certainly in terms of where our focus is. And in conjunction with the other initiatives which are in place, including the buyback, we are optimistic about being able to narrow that discount. Thank you, Peter. I might add to that that during COVID and post-COVID. We're all aware of the run on technology stocks and a lot of stocks that went to IPO. Tech invested in a lot of unlisted investments at that time. And as we noted in the Chairman's address, the last couple of years have been exceptionally tough for unlisted investments. There's been a scarcity of capital, there's been a scarcity of shareholder support for unlisted investments. And unfortunately that has meant some companies who are loss making either haven't been able to survive and that they've gone out of business. So that's a lost investment. But by and large a large number of them have had to resort to capital raising at what was a heavily discounted value compared to when they were raising capital during COVID and 2022. So that there's been a pressure on the share valuations that have come down. But again, as we said, many of those companies we feel do have inherent value and that as the market is stabilizing, less volatility, potential capital raises happening and potential monetization events occurring. We do look forward to improved performance in that regard. Right at the moment, one of Tech's portfolio companies, Vitrifi, is just an example of having gone to the IPO market and it's expected to list its IPO in early December. So we need to be more disciplined. The Thorney investment team is focused on being more disciplined, is focused on investing fully in these times, the current market environment, but is also positive and remains optimistic that a lot of the positions both listed and unlisted which are suffering valuation concerns may improve as markets right themselves and companies come through this tough time in capital markets, but again, thank you for your question, Craig. Any other questions? There's no other questions, Mr. Okay, if we have no more questions, then we'll. Ladies and gentlemen, that concludes our discussion on the items of business. We'll advise that voting on all resolutions will close shortly. Please take your time to finish your voting if you need to. We'll just pause for a moment to allow people to complete their voting now before we close the meeting. Craig, are you comfortable if we close the poll now? All right. I now declare the poll closed with the results to be announced on the ASX later today. Again, thank you all for attending, including those who will look online. This presentation.
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