Accent Group Limited (AX1) Earnings Call Transcript & Summary

I begin today by acknowledging the traditional custodians of country Board, it is my pleasure as Chairman to welcome you to the 2021 Annual General Meeting of Accent Group Limited. I'm advised that a quorum is present, and I now dear the meeting open. I begin today by acknowledging the traditional custodians of country throughout Australia and recognize their continuing connection to land, waters and community. I pay my respects to them and their cultures; and to elders past, present and future. I would also like to acknowledge the traditional custodians of the land on which we meet today, and I extend my respects to the Aboriginal and Torres Strait Islander peoples who are present today, for they hold the memories, the traditions, the culture and hopes of Aboriginal and Torres Strait Islander peoples across the nation. For our New Zealand shareholders, [Foreign Language]. Today's meeting is our second virtual Annual General Meeting due to the impact of the COVID pandemic and is being held online via the Lumi platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can hear a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit their votes via the Lumi platform. Questions can be submitted at any time. To ask a question, select the messaging tab at the top of the Lumi platform. At the top of that tab there is a section for you to type your question. Once you have finished typing, please hit the arrow symbol to send. Please note that while you can submit questions from now on, I will only allow them at the time when the relevant item of business is discussed. Please also note that your questions may be moderated, or if we receive multiple questions on the same topic, amalgamated together. For those shareholders who wish to ask a verbal question, an audio questions facility is available during this meeting. To use this service, please pause the broadcast on the Lumi platform and then click on the link under the heading Asking Audio Questions. A new page will open where you will be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question. If you have any issues using this system, please return to the Lumi platform. Due to time constraints, we may not get to answer all of your questions. If this happens, we will answer them in due course via email and posting responses on our website. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open the voting for the resolutions in items 2 to 4. The resolution in item 1 carries no vote. When I open the poll on the resolutions in items 2 to 4, if you are eligible to vote at this meeting, a new voting tab will appear. Selecting this icon will bring up the resolutions being voted on and present you with voting options. You may need to scroll down on the right-hand side to see all the resolutions. 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 have the ability to change your vote up until the time I declare voting closed. I now declare voting open on the resolutions in items 2 to 4. The voting tab will soon appear, so please submit your votes at any time. I will give you time and a warning at the end of all items of business before I move to close voting. Joining me today on this virtual meeting is Daniel Agostinelli, our Group Chief Executive Officer and our non-executive directors Donna Player, Joshua Lowcock, Michael Hapgood, and Stephen Goddard. Brett Blundy have sent us applogies and he is unable to attend today as he is chairing another meeting. We are also joined by our Group Chief Financial and Operating Officer and Joint Company Secretary, Matthew Durbin, and our Group General Counsel and Joint Company Secretary, Alethea Lee, as well as the company's auditor, Deloitte, ably represented by partner David White. At today's meeting, we will be considering a number of matters set out in the Notice of Meeting dated 18 October 2021. Before we address the resolutions set out in that notice, I will make some introductory remarks and provide an overview of our FY '21 results and how we are continuing to create value for our shareholders, before passing over to our Group CEO, Daniel, to give his address. At the 2020 AGM, I said that it had been a year like no other. I think it's fair to say that 2021 has been another year like that. On behalf of the Board, I would like to acknowledge the challenges and hardship that continue to be faced by the broader community, and to thank our customers, suppliers, team members and shareholders for their support through this difficult period. However, as the country comes to terms with dealing with the COVID-19 pandemic, and vaccination rates continued to climb steadily across the nation, the outlook has, as recently as the past few weeks, become increasingly positive. New South Wales kicked off the re-opening of non-essential retail stores from early last month and our Victorian stores all opened in late October. As I speak to you today, for the first time in a long time, all of our stores are open and trading. Notwithstanding the continuing obstacles we faced as a result of the COVID-19 pandemic, the record profits and dividends that the group delivered for FY '21 are again a testament to the strength, resilience and talent of the Accent Group team and culture. The health, safety and wellbeing of our team remained our foremost priority. We responded to all government directed pandemic measures quickly and thoroughly and continued to apply the health and safety practices initiated in the previous year with rigour. I'm proud to say that during the year, we kept our permanent team members in full employment and in full pay throughout the 14 occurrences of government mandated lockdowns and related store closures that occurred throughout the year across Australia and New Zealand. This saw all government wage subsidies fully utilised by July 2021. Consistent with our policy, no wage subsidies were used in the calculation or payment of management bonuses or shareholder dividends. Despite such a challenging year, I am pleased to report that we created 300 new permanent roles across our stores and businesses, and many, many new casual roles. The Accent Group Board recognises the dedication and hard work of the entire Accent team over these past 2 years. The demonstrated leadership capability to adapt quickly to the challenging environment has been key to the results achieved. Our business objectives have been set with the safety of our team and our customers front of mind, and with a strong focus on safety protocols. Turning now to the results, and it is my pleasure to report that the company once again delivered a record profit in 2021, probably in financial year '21 with EBITDA increasing by 19.3% to reach $242 million and profit after tax growing by 38.6% to $76.9 million. This record result was an outcome of both the strong digital growth of 48.5% and the contribution from 90 new stores that opened during the year. The business continues to drive growth through the Vertical product program, which is a centrepiece of our strategy. With the acquisition of Glue Store earlier in the year, the group now has 10 owned Vertical brands. Stylerunner is another of our Vertical brands and remains a key focus for the group. In just 2 years, we have built that business to a current total of 13 stores, 4 of which opened in FY '21. Stylerunner continues to perform strongly, and we will continue to invest in that business ahead of the curve. We also continue the drive to expand our entire store network. In total, the company expects to build our network to more than 700 stores across Australia and New Zealand by the end of FY '22. The pace and skill of execution of our store opening program is part of Accent Group's DNA and one of our key differentiators. These results continue to translate into value creation for our shareholders, delivering a full year dividend of $0.1125 per share, up 21.6% on the prior year. Part of our mission is to drive a long-term shareholder returns and I'm very proud to be able to say that we have delivered our shareholders an annualised total shareholder return over the last 10 years of 27% per annum compounding compared to 11% for the ASX200. Over the past year, we have also made great inroads in our environmental, social and governance journey and we are committed to building and maintaining sustainable business practices throughout our operations. This year, we made our first public disclosure of our sustainability framework in the annual report. This framework is used to drive the ESG agenda through the business and focuses our commitment on 3 key pillars: our people, our responsibilities and our commitment to the environment. We will publish our inaugural sustainability report next year. In relation to our people, we recognize that the performance of Accent Group is driven by the quality and dedication of our 6,500 strong team members employed across Australia and New Zealand. To gain better insight into what matters to our team members, in June, we launched our first group-wide team engagement survey, which provided the opportunity for all team members to give feedback about their experiences working at Accent Group. The survey highlighted the areas in which we are doing well, as well as the areas in which our team members feel there is room for improvement. The insights gained from this survery are being used to develop an action plan to address the opportunities for improvement over the next 12 months. Turning to ethical sourcing. Last year saw the release of our first modern slavery statement, where we published our commitment to maintain policies and procedures to operate responsibly, and to manage modern slavery risks in our operations and throughout our supply chain. In further support of our modern slavery commitments, we issued the Accent Group ethical sourcing policy to our brand partners and Vertical suppliers in April this year. This policy sets out the expectations we have of our partners and suppliers, to ensure that our products are manufactured in an ethical and responsible manner through greater transparency and accountability. Our modern slavery statement can be viewed online under the Corporate Governance and Sustainability page, in the Investor Documents section of the Accent Group website. To support our teams, a bespoke training program covering modern slavery and ethical sourcing was delivered to our key buying and sourcing teams across all Accent Group businesses. Accent Group is also committed to managing and reducing the impact we have on the environment. We recognize our corporate responsibility for driving initiatives that divert waste from landfill into recycling, or repurposing waste as part of our commitment to supporting positive environmental outcomes and climate action. As one of our range of initiatives under way, this year we teamed up with the Australian Sporting Goods Association to support an industry-based initiative to recycle unwanted sports shoes. Collection bins are available at most of our Athlete's Foot stores throughout Australia for customers to donate their old shoes. The shoes are then sent to a recycling plant to be processed, with reclaimed product from the shoes used to make new products, such as flooring for children's playgrounds and gyms. There has been a high level of engagement and passion from our team members in the launch of this initiative. To highlight the importance we place on wellbeing, and in particular the significance of mental health, the Stamp Your Feet initiative was launched by the company in October to further support our team members and our communities. One of its first partnerships is with leading mental health organisations, headspace in Australia, and Youthline in New Zealand. Accent Group has pledged $450,000 to these organisations over the next three years. Mental health training and mentorship programs form a part of the partnership offering. These partnerships are aimed at ensuring that young Australians and New Zealanders can access the right mental health support at the time that they need it and in the way that they need it. We hope to effect many more positive changes with Stamp Your Feet in the future. And so it has been a year of new challenges and great achievement at Accent Group. I will now hand over to Daniel, our Group Chief Executive Officer, to tell you more about those achievements and our plans for the future.

Thank you, David, and good morning, everyone. Given the challenging environment throughout the year with the ongoing uncertainty of the location, timing and duration of government mandated lockdowns, I am delighted that we were able to deliver another record year. I couldn't be more proud of the outstanding efforts of our team who continued to adapt quickly to the fast-changing environment. But this year more so than ever, we had to demonstrate a depth of resilience and the team is strictly delivered. Key to our result was the integrated digital capability the company has built over the last 4 to 5 years, which enabled us to connect with our customers and shift our channel mix from stores to digital when different stores were closed for various periods of lockdown. As you can see on the slide, our achievements this year have been notable. We have delivered across the board in sales, contactable customers, new stores, Vertical-owned brands and digital growth. As David mentioned earlier, we are now beginning to see the exciting potential from the strategic acquisition of Glue Store and Trend Imports. In October, we opened a pop-up Nude Lucy store, which is a vertically owned brand within the Glue business at Bondi Beach, which has been trading with exceptional results. We expect sales of Vertical brands to grow to more than $70 million in FY '22. Our continued focus on Stylerunner has driven fast store growth. With 4 stores already trading by June 2021, we expect to have 20 stores trading by early next year. Importantly, as an indication of both the strength of the brand and Accent's ability to continue to build and support it, the Skechers agreement has been renewed to 2032. This year, we have seen a continuation of the trend in consumer behaviour to shopping online and it has delivered strong results across all digital KPIs of the business. Digital sales for FY '21 were up nearly 50% on the prior year overall, representing 21% of retail sales. In Q1 FY '22, during the store closures in New South Wales and Victoria, digital sales were up circa 65% on top of a very significant growth experienced last year. Pleasingly, our conversion rates continue to grow, driven by improved customer targeting and website capability. The Group is targeting digital sales to be at least 30% of total sales over time, leveraging our existing best-in-class digital capability, more than 8.4 million contactable customers, and continued investment in virtual sales channels, CRM tools, express delivery capability and loyalty programs. Since launching our virtual sales program in April 2020, we have been pleased with its performance, processing over 40,000 orders leading to sales of $6.3 million in FY '21. In relation to our VIP and loyalty programs, with a strong focus on continued acquisition and growth, we now have approximately 8.4 million customers on the group database, and we are targeting 10 million customers in the medium term. The Athlete’s Foot MyFit Rewards program continues to deliver strong retention rates and customer loyalty. This year, we successfully launched the Skechers loyalty program in March, procuring 345,000 new customers since its launch. Customer -- excuse me, loyalty programs for Hype DC and Platypus are set to launch during the course of this financial year. I am excited to also report that Vertical sales are up 103% from last year's financial year, generating $25.6 million in FY '21. The program is really gaining momentum, with 10 Vertical brands now owned by the business as mentioned by David earlier. We are really driving owned apparel in the Stylerunner business, Exie and Glue brands. There are now 4 Exie stores trading, and an exciting Glue Vertical brand named Nude Lucy has also just opened a pop-up store at Bondi Beach in October, and it is trading with excellent results. Vertical is a key strategic drive for the company and we are targeting Vertical sales of $70 million in FY '22. Store growth. We continue to drive digital sales in tandem with growing our store network. We remain committed to a long-term strategy of delivering customers a best-in-class integrated digital and instore experience and we will continue to open and renew store leases where our targeted return on investment can be achieved. We are again ahead of our plan for new store openings with 63 new stores opened to date this half, and we now expect to open more than 120 new stores in total in this financial year, including new concepts. Stylerunner. Since acquiring Stylerunner in 2019, which at that time was an online pureplay business, the growth in this business has been exciting to watch, with 14 stores trading as of today. We plan to have 20 stores trading by early 2022, including an entry into the New Zealand market, and we are targeting 40 stores to be trading by Christmas next year. We are targeting a 60-plus store network within Australia and New Zealand in the next 3 years. There is a real focus on developing Stylerunner the label, driving significant margin growth as one of our vertically owned brands. Stylerunner now also ships internationally to the USA, Singapore and Hong Kong. There are strong early results, and we are watching and testing the U.S. market closely. Turning to Glue. Since the acquisition of Glue Store, we have been working on significant margin improvement initiatives by leveraging Accent Group’s capabilities. Just a few weeks ago at the beginning of November, a new world-class store concept for Glue was opened in Chadstone and Highpoint. A further 3 stores will open before the end of this year -- calendar year, and we plan to grow the Glue store network to at least 60 stores by December of 2023. Vertically owned brands in the Glue business comprise 25% of its total sales, and we are targeting this to grow to 40%. Digital growth is currently 20% of sales, and we plan to more than double the digital sales by FY '25. Wholesale growth continues with sought after brands Superga, Sebago, K-WAY and Kappa, as well as wholesale sales of its owned brands such as Nude Lucy, Article One and First Muse. Our brand partners continue to demonstrate their confidence in partnering with Accent Group in Australia and New Zealand. Skechers has now extended its agreement with the Accent Group to December 2032, with Timberland and CAT Footwear extending their agreements to December 2024, and Saucony extended to December. Since the acquisition of the Glue Store and the Trend Imports distribution business, Superga, K-WAY, Kappa and Sebago extended their agreements with Accent Group stepping in as a new differentiation and strong. Our plans are to grow the Reebok brand in ANZ through the brand’s existing wholesale accounts, direct-to-consumer online sales and through our multi-brand retail banners. I hope this gives our shareholders a clear idea of how much activity and growth the company has planned in the upcoming future. I am looking forward to working with the team into driving our business onwards and upwards as we come out of the pandemic affected period. I will now hand back over to David.

Thanks, Daniel. Along with our AGM presentation, we released the trading and growth plan to the ASX this morning. Due to state and territory-wide government mandated store closures in New South Wales, Victoria, the Australian Capital Territory and periodically other regions throughout the first 18 weeks of the financial year, it can be no surprise that trade was significantly impacted. More than 400 stores were closed throughout this period, with a subsequent impact to sales and gross margin. Specifically, for this first 18 weeks, the impact against the original management plan included: owned retail sales down $86 million in sales or approximately 26%; gross margin down 700 basis points; and EBIT down approximately $40 million. Targeted discounting throughout this period has ensured our inventory remains clean and the company is well placed to capitalize on customer demand through the key trading period from November to January. Since re-opening in New South Wales and Victoria, I am pleased to report that sales have been strong, particular in New South Wales, Victoria and New Zealand. Over the last 3 weeks, sales and gross margin have recovered well and have been broadly in line with expectations. Given the ongoing uncertainty around trading conditions due to COVID-19, however, the Board has determined not to provide any forward guidance at this time. Ladies and gentlemen, that concludes the business update, and we will now progress to the formal business of the meeting. As I mentioned at the start of the meeting, voting is being conducted today by way of a poll, and voting is currently open for the resolutions in items 2 to 4. At the end of the discussion on these items of business, I'll give you a warning before I close the voting. The first side of the business is to receive and consider the financial report, directors' report and the independent auditor's report for the year ended 27 June 2021. These documents are contained in the 2021 annual report, which was sent to shareholders on the 18th of October. There is no formal resolution required for item 1, but I invite any questions you may have about the financial statements or about any aspects of the company or the business generally. This is the time for any general questions as I will restrict questions about the specific resolutions to matters pertaining to those resolutions. Alethea Lee, our Group General Counsel and Company Secretary will be the moderator of the questions for today's meeting, and we'll receive all questions, both written and verbal that are submitted through the online platform. Alethea, do we have any questions from shareholders about the financial statements or the business generally.

Yes, we do, Chairman. The first question is from Mr. Chris Lobb [indiscernible] representing the Australian Shareholders Association. Today, Mr. Lobb holds or the Australian Association holds 74 -- proxies from 74 members and nonmembers for over 1 million shares in Accent Group. Mr. Lobb says, Chairman, first congratulations to all of Accent Group in achieving the results presented today in such challenging times. The advent of the pandemic has accelerated the takeout of digital sales platforms as catching the annual report. Given the number of stores you currently operate, what is your view on the future of bricks and mortar stores within your overall sales composition going forward?

Thank you, Mr. Lobb, for the question and to the Australian Shareholders Association. Bricks and mortar stores are as core to the Accent proposition as our significant impetus and growth in online. And we are very much of the view that ours is an omnichannel business. That is a position that we have taken for some time, and it permeates through all aspects of the business. More and more, we are even not thinking so much about whether a sale comes through a store or comes through online. We are thinking more and more about how our banners and our brands can best relate to our customers and consumers and provide them with exceptional experiences, whether they be in-store or online in some form. And so we will continue with that approach and expect that we will have and continue to grow our bricks and mortar store network at the same time as we invest in and considerably grow our online group of sites and other representation. So thank you for your question. Are there any other questions?

Yes, Chairman. We have 2 from Mr. Oscar Tolson. Mr. Tolson's first question relates to management. And he states, I am very satisfied long-term shareholder and member of Teaminvest. As such, I seek to understand how management operates? With this in mind, what was the thinking behind combining CFO and Joint Company Secretary responsibilities with those of the COO as in most companies these are separate?

Thank you for the question, Mr. Tolson, and it's a very good one. I would have to say that at Accent Group, we focus more on our people and their skills and experience than we would necessarily on the sort of forms and structures that might apply in other companies. And in Matthew Durbin, who's here with me today, we have an exceptionally talented executive. Matt has brought an enormous contribution to his role as CFO and Joint Company Secretary in terms of the management of the finance team and in terms of all of the work that goes into all of our mergers and acquisitions and our strategic thinking. And as well as that, I demonstrated a very keen ability to assist the business at a management level in relation to a much broader range of matters. And so in the light of his exceptional performance in his role as CFO, we thought it was appropriate and he has shown himself to be well and truly to the task to combine his roles of Chief Financial Officer; and now Chief Operating Officer into a role which we affectionately call CFOO, and he's doing a spectacularly good job. And as part of a team of people, the senior executive level at Accent Group, as you can imagine, have been put to the test in the last 18 months. And due to the efforts of Daniel and Matt and all the others in that team have done exceptionally well, and we remain and have been for such a long time, very proud of the single greatest and most important asset that we have in this business, which is our people.

Mr. Tolson's second question relates to distribution agreements. Is it possible the 10-year term of yesterday's Reebok agreement will encourage other Accent distribution brands to adopt similar long terms when their agreements come up for renewal?

Mr. Tolson that's a wonderful question. And I should simply send you the email address of the CEO of all of the other brands that we have. We would be delighted for all those brands to extend their terms. As you can appreciate, each brand takes a different position on what's appropriate, and we are honored to be and to remain the Australia and New Zealand distribution partners of so many iconic global brands, and we look forward to doing so a long time into the future. Are there any other questions, Alethea?

Yes, there are. One from [indiscernible] renovation plant. Today's trade update did not mention online sales, how well did online sales perform over the recent lockdowns?

Thank you for the question, Mr. Jones, about Superga. As we reported a moment ago, our online sales over the initial 14 weeks of the year were up 65% on the previous corresponding period last year. And to be frank, that was a success -- a very successful online period for us. So a 65% growth on what was already a very significant sales improvement has shown us to visit our online platforms and our whole digital capability has been extremely valuable, particularly at times when our stores have been closed as over the last 18 weeks. Are there any other questions?

There are. The next question comes from Mr. Jeffrey Rogers. Jeff Rogers is from Teaminvest members, and he says, congratulations on the results in the report. Would Accent Group consider a shareholder discount program? This may encourage further people to patronize the group's outlook?

Thank you for your question, Mr. Rogers. We often consider the ways in which we can best provide value for our shareholders. And the decision to be taken is one of trying to treat all our shareholders on a standard and equivalent basis by looking at how we can maximize the gross value that we provide for them in the form of dividends and hopefully, improvements in the share price. So we don't have any plans at the moment to offer a shareholder discount program. But I'd very much appreciate the question, and we'll pass it on and see if the management team have other views going forward. Thank you.

The next question is from Mr. Frank Malala. And he says, clearly great result. Thank you and congratulations. My question is, given the other increasing brands that the group controls the markets, is there any concern that the efforts are being fragmented beyond a reasonable level that has business risk and further that there is a cannibalization of existing sales rather than a generation of new sales?

Thank you, Mr. Malala. That's a very good question. I would say a couple of things. First of all, we don't accept every brand that comes to us looking for distribution. In fact, we're highly selective about the brands that we take on. And clearly, we look at the impact of taking on 1 brand in relation to other brands that we already have. Therefore, we carefully select what's the right combination of brands to carry and also new brands that we bring in. We believe that by our analysis of the market and by selecting those brands carefully, we are growing our share rather than cannibalizing existing sales, and that seems to have been the evidence of the last 10 years or so. But the point that you raise is a very good one. And it's something that we're always keenly aware of and look to. Thank you.

Mr. Chairman, we have several questions from Mr. Steven Maine coming up. The first is, Accent Group claimed $45 million in JobKeeper with 2,299 staff and didn't make any voluntary repayments. How we have -- and they're happy with any engagement with the ATO or any other parties about following the leader companies like Harvey Norman, Super Retail Group and further investments while we're paying at least some of this government subsidy?

Well, thank you, Mr. Maine for the question. We've made our position very clear and you would have read our statements over the last 2 annual reports and when we responded in relation to our results. The position that we have taken at Accent Group is to pass on to our team all of the government subsidies that we received, and we've done is that. And as I mentioned in my address, in the months -- in the year up until July of 2021, we continued to maintain the full employment and full hours of all our permanent staffs and to pay them in full without any change to their entitlements. We've, as a result of that, fully paid out all government subsidies by July 2021 and pass through to the very people who are intended to receive those subsidies, the moneys that we received from Australia and New Zealand governments. Thanks for the question.

Mr. Maine's second question. Did any of the 5 main proxy advisers in the Australian market ASIC, ASA, Ownership Matters, Glass Lewis and ISS recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us? And has that been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate from today's resolutions so shareholders can ask questions if there have been any protest vote?

Okay. Well, thanks for the question. First of all, the proxy advisers that you mentioned, act for institutional shareholders, but we are not their clients. We speak with them on a regular basis, and we are pleased to provide with information and to answer any questions that they have. They provide their reports to their clients. And we are not there. So if you like to know what they have recommended, I'd have to ask you to speak to those proxy advisers and seek their own responses. It's ultimate comment. As for the disclosure of proxy votes before the debate, we do that and have done that for as many years as I can remember. So you will see in today's proceedings that the proxy numbers will come up at the same time as the resolutions put up on the screen in advance of discussion on each item. Thanks for the question.

Mr. Maine's next question. When disclosing the outcome of all resolutions today will be chance to support the idea of publicly disclose that how many shareholders voted for and against each item similar to what happens to the scheme arrangement. This will provide a better gauge of regional shareholder sentiment for all resolutions and for the disclosure initiative recently adopted by Metcash and Southern Cross Media after the AGMs?

Well, thanks for the question. Well, this invite is no. We -- our annual general meeting is something like a signature of ranking. And frankly, every shareholder should have the same entitlement and the same significance as any other shareholder for every share that they hold. So the material information is how many shares voted for or how many shares voted against or how many shares decided not to vote. And that's the information which we have always disclosed, and we'll continue to do so. Thank you for the question.

Mr. Maine's next question. Given the interesting discussions across the related topics today, could you share undertaken make an archived copy of the webcast because the full transcript of proceeding available on the company's website. Nine Entertainment's Chairman, Peter Costello, who appreciate the benefits of the parliamentary handset transcripts that anything don't have to scroll for all peers to find out what was said, made this change last week and had a full transcript of Nine's AGM online before the end of the day?

All right. Well, thanks for the question. I can't comment on what Nine Entertainment men will do. And I suspect that our proceedings and nowhere is eventful and entertaining as some parliamentary handset transcripts. But what I can say is that things are in our practice to put a transcript on our website, and we've always done that, and we will continue to do so. But thank you for the question.

Mr. Maine's other question for this revolution. Accent shares have gone $0.17 or 6.6% this morning in response to the trading update. Could the Chair and CEO, please comment on what after to today's update was less upbeat than expected, given the right to cross actual payouts made by companies which have delayed releasing bad news over the past decade. What processes does Accent have in place in terms of determining when to update the market on changes to our outlook and trading performance?

Thanks for the questions. But first of all, let me say that at Accent Group, we have a very strict policy of ensuring that if there's mature information to be disclosed to the market in accordance with the corporation's rule or the ASX listing rules, we do so. And it's monitored on a regular and ongoing basis. And it's certainly addressed at each and every Board meeting and in between Board meetings by the management team. If there's an issue, it comes to the Board for us to consider if there needs to be any disclosure, and that is how we've run the company for as long as I can remember. I can't comment on whether the shares have moved up or move down. And to be quite honest with you, what happens in the place of a day is a little relevant so and that are importance to me. At Accent, we have focused on building long-term shareholder value. And the shares may go up one day and then they go down another. But over the last 10 years, we have delivered a substantial compound annual growth rate of return to shareholders of 27% per annum compounding each and every year over 10 years, which is we did the math, somewhere between 3x and 4x the sort of growth that a shareholder in the ASX200 could have expected over the same period. I'm very proud of what we've done. It's not that me to comment on what the market response may have been to anything that we say whether good or bad and do the market makes its own determinations based on the performance of the business. I'm just very pleased and proud of what that performance has meant for shareholders over a long period of time. But thanks for the question.

Chairman, one question from Mr. Eddie Cook. My name is Ed Cook, a long-term shareholder and a member of Teaminvest. Of all the opportunities faced in Accent Group, which one excited the most? Apart from the issues around COVID, what are the risk faced in Accent Group that most concerning?

Mr. Cook, thanks for the question. That's an interesting question to ask of all the opportunities we have, which one excites me the most. I would have to say that the approach that we have taken, particularly in recent years is an approach which is not focused on any one form of extension to our business. And we do that both because there are so many opportunities and because some will be better than others. We've adopted a philosophy of firing bullets and then for both land fire in chemicals, which is not something I come up with is a long-standing corporate philosophy. But what that means is that in our business, we are expanding and taking on new opportunities in many areas. What I will say is that you will have seen in the last 5 to 7 years, the Accent Group was at the lead in terms of investing in its digital capability, and we saw that as being a very important part of our growth, and it has turned out that way. In the same way, we have looked at expanding our store network alongside our digital growth so that we provide a true omnichannel experience for our customers. We do that across a broad range of banners, which means that we're able to access a broad range of customers and customer demographics. What you also have seen more recently is a focus on verticality that is for us, not any two be selling and distributing third-party brands, but also to be investing in and retailing brands that are -- and we've particularly done that by some of the acquisitions that we've made by Stylerunner and Glue Store as examples of that. And from that, some wonderful opportunities for us to build not only within the Stylerunner and Glue businesses, but in their own brands that can create their own following and become businesses in their own. So for us, the importance of verticality can't be understated, and it's something that we are actively pursuing. You asked me that risks at the same time as opportunities. And for me, that's actually a very easy question to answer because it goes to what is the real strength of Accent Group. And whilst we are honored to be able to be partnering with global and iconic brands, this business like any business is nothing without its people. The greatest risk facing Accent Group, in my opinion, is somehow we become unable to attract and retain the best quality people for the business. And it's always been one of our priorities, and it will always remain so because without a business -- without a team, I should say, you have no business. So that's a risk that I'm always very conscious of. And I have to say that as we continue to be successful, our people become more and more the targets of some of our competitors, wishing to poach them. And so the investment in our people, the incentivizing of our people, the treatment of our people is probably for me, the most important aspect of dealing with what I consider to be the greatest risk, which is that, for some reason, we are not able to retain the excellent team, which has delivered the returns and shareholder value that I've referred to previously. Thank you very much for a very useful question.

Chairman, there are no further questions in respect to this item of business.

Thank you. In respect to the remaining items of business, I'll put the resolution to the meeting, then invite discussion and inform the meeting of the proxies received. Item 2 is the adoption of the 2020 remuneration report. In accordance with the Corporations Act, the vote on this resolution is advisory only and the outcome will not be binding on the Board. The FY '21 remuneration report outlines the group's remuneration strategy and framework and decisions taken by the Board in relation to the remuneration of senior executives. This report sets out how the company is, probably how the Board has approached remuneration in the context of the ongoing challenges of the COVID-19 pandemic in Australia and New Zealand. The strategies and initiatives taken by management to maintain profitability and growth in those circumstances and the strong financial results achieved in the FY '21 year. Over the past 5 years, Accent Group has achieved significant growth in transformation to become a regional leader in the retailing and distribution of performance and lifestyle footwear. Over this 5-year period, earnings per share has grown by 26.5% per annum compounding and dividends have grown by 87.5% from $0.06 per share to $0.1125 per share. The results achieved in FY '21 year were delivered due to the continued focus and execution of the management team in challenging circumstances and consistent with the company's long-term growth strategy. Following the FY '20 reporting period, the company received feedback from shareholders and their advisers on a number of issues, including the appropriateness of our short-term incentive vesting outcomes given the way subsidies will be received; disclosure regarding the use of subsidies and the calculation of STI outcomes; and the single-metric approach that we take in our long-term incentive program, where that metric is earnings per share. The Board considered the feedback from shareholders and advisers. It is therefore take an action to increase the level of detail and transparency provided in the remuneration report for financial year '21 and going forward. As we previously advised shareholders, we have excluded the net benefit of all government wage subsidies received in the calculation of management bonuses and dividends. In summary, the group's remuneration framework is designed to attract and retain top quartile of executive talent to drive short-term and long-term shareholder returns. Our performance in the FY '21 year and over the long-term demonstrates that the remuneration framework has been successful in achieving those objectives. The directors unanimously recommend the shareholders vote in favor of adopting the remuneration report for the financial year ended 27 June 2021, as set out in the Director's report. I now put the resolution to the meeting as an ordinary resolution as shown on the screen and open this item for discussion. Alethea, do you do have a question?

Yes, we do, Chairman. The first is from Chris Lobb from the Australian Shareholders Association. Chairman, we note that short-term incentives, STIs while we're thinking of KMP, were again all paid in cash, whereas Australian Shareholders Association with [indiscernible] shares issued to better align with shareholder interests. We do congratulate you on the change made this year to introduce a [indiscernible] component based on nonfinancial measures. My question is, are these nonfinancial measures tough enough, given this payment is classified as at-risk remuneration and it was fully paid out at 100% this year?

Well, thank you, Mr. Lobb, again for the question, the Australian Shareholders Association. Look, we have looked at this question many times in my time on the Board of the company. And I appreciate completely the approach and preference referred to here about the Australian Shareholders Association. What we've done though instead is to introduce a long-term incentive scheme that provides a substantial long-term incentive by way of equity-only to our executive team and well down into the ranks of the business. And we believe that the combination of a cash-based short-term incentive program and an equity-based long-term incentive program, where the long-term incentive program is key to indicators, where in our case an indicator that is clearly understood objective is able to be seen by the management team at any time and completely aligns the interest of our management and our shareholders. We believe that the combination of those 2 forms of incentives are the best form of incentives for our team. I can't comment on other teams and other companies, but I can say, and I'm proud to say it based on our results, that we believe our approach is the right approach for Accent Group. In terms of the question about whether the nonfinancial measures are tough enough and the fact that the at-risk remuneration was fully paid out this year at 100%. That's true. But it was also the case that the company made a record result for shareholders. And as I've said, we look to align the interest of the management team with our shareholders in circumstances where the shareholders received a record return. We felt it was appropriate and indeed the management achieved the satisfaction of the conditions to enable them to receive 100% payout this year. And to be frank, I hope that we can continue to pay out 100% every year. If that means that we're achieving substantial and long-term growth for our shareholders. But thank you very much for the questions.

Chairman, the next one is from Mr. Steven Maine. As the city of management counselor, I am proud that someone who broken our city has returned to be the CEO of Accent Group. Please pay down here more.

Mr. Maine, thanks for the question. I'll find out separately how much Daniel will pay you to ask that question, but I think you can be assured that we are only too aware of the importance Daniel plays in the business, and we believe that his remuneration structure is appropriate. But I appreciate your sentiment. Thank you.

Chairman, there are no more questions on this resolution.

Thank you, Alethea. There being no further discussion. I will now move on to the next item of business. I'll remind shareholders that you can vote on any resolution at any time and encourage you to do so. Item 3 concerns the reelection of directors. Item 3 A on the agenda is the reelection of Ms. Donna Player as a nonexecutive director of Accent Group. Donna is considered an independent directly in accordance with the ASX Corporate Governance Council's principles and recommendations. In accordance with the ASX existing rules and Accent Group's constitution, Donna retires from office at this meeting and being eligible for reelection, offers herself for reelection as a nonexecutive director. I will now invite Donna to address shareholders by way of a reporting has been made.

Good morning. I'm Donna Player and I'm seeking reelection as the nonexecutive director to the Accent Board. I have almost 40 years' experience in retail industry in Door Devil's specialty stores, DDF department stores and product development, sorting, marketing operations, logistics and digital. I've always been curious and passionate about all things retail and never more so at this extraordinary time where we find ourselves in a digital-led age of retail underpinned by the greatest challenge of the modern time, the pandemic. It's been my honor to serve in the Accent Board since 2017. I'm a member of PARCO, the People and Remuneration Committee and contribute to strategic discussions in the private label space, ESG, planning, buying and the conversations on brands and margin. There's no doubt that the last 2 years have been a very challenging time for both management and the Board. And navigating the shopping orders of COVID, store closures, supply chain issues and a myriad of other challenges. If I confirm that I have sufficient time in management to continue capacity as the director on the Accent Board, and I thank you for consideration on my reelection.

Thank you, Donna. Actually, have Donna is on the line so that we'll be available to answer questions. But let's proceed your directors, Ms. Player standing unanimously recommend the shareholders vote in favor of reelecting Ms. Donna Player as a Director of company. I put the resolution to the meeting as an ordinary resolution, as shown on the screen, and I open this item for discussion. Alethea, are there any questions from shareholders on this item?

Yes, there is Chairman, one from Mr. Chris Lobb from Australian Shareholders Association. Ms. Player, we recognize the value that you bring to the Board of Accent with a significant retail background. However, in terms of gender diversity, boards generally and Accent specifically like female representation numerically. One way of addressing this would be to appoint several female executives within a company to the Board. Do you believe there is scope to appoint women executives to the Accent Board in the future, particularly given the company currently has 61% of senior management roles pulled by women?

Well, thank you for the question, Mr. Lobb, and again to the Australian Shareholders Association. I might just respond first, and I'll see if Donna would like to add anything. First of all, I want to make it clear that we are very keenly aware of the importance of diversity at the Board and throughout the organization at Accent Group. And in the main, we've achieved that throughout the organization. One area where we haven't achieved that is at the Board, and we've made a commitment to improve the balance of gender diversity around the Board table by 2024. Indeed, we hope we would do it sooner. And so we are conscious of the importance of that level of diversity, and we'll attend to it. What I would say, though, is that we wouldn't plan on having executives within the business on the Board because of the importance of the separation of Board and management, executives and non-executives. Accent Group, it's very much the case that the management team run the business. And the Board is there to provide advice, strategy to -- the assistance and strategy to monitor the performance of the business and to provide assistance in the areas where individual Board members have skills to assist the management team at all levels. And indeed, all of the Board members at Accent Group are actively engaged in discussions with members of the management team in various areas, all as a means of adding value to provide long-term shareholder growth. But the separation of management and Board, executive and nonexecutive is an important consideration and one that we keep very clear. And so the connection between the Board and the management is through Daniel Agostinelli, our Group Chief Executive Officer, and rather than create any confusion in that separation and in the form of communication between the Board and management. We wouldn't plan to bring on to the Board anyone who's in the management team, whether they are male or female. In terms of the issue though of gender balance on the board, it's a very good point and one that we are alive to and we will be addressing. Donna, is there anything you'd like to add?

No, thank you, David. I think that answers it perfectly.

Chairman, there are no further questions in relation to resolution 3 A.

All right. Well, there'll be no further discussion. I will now move on to the next item of business. Item 3 B concerns the election of Mr. Brett Blundy. Brett was appointed by the Board as an independent nonexecutive director of the company in April 2021, pursuant to the constitution, which allows the Board to appoint directors to fill the casual vacancy or to appoint a director as an additional director to the Board. Due to the size of BBRC's shareholding in Accent Group, it is not considered an independent director in accordance with the ASX Corporate Governance Council's Principles and Recommendations. I'll now invite Brett to address shareholders again by way of reporting.

Thanks, David. I invested in Accent Group and became a substantial shareholder approximately 4 years ago. I did this because of my belief in the management team and the tremendous opportunities I saw for the business. I do take on few formal Board roles but was keen to join the Accent Board both because of the most significant shareholding and investment and also to contribute my experience and expertise to the growth of the business. I'm really very pleased with the progress that we have made. And I also believe that there's a very substantial opportunity ahead for Accent's omnichannel business and its future. Thanks very much.

All right. Your directors, Mr. Brett, unanimously recommended shareholders by being favor of electing Mr. Brett Blundy as a director of the company. I now put the resolution to the meeting as an ordinary resolution, as shown on the screen, and open this item for discussion.

Chairman, there are several questions in relation to this resolution. The first is from the Australian Shareholders Association, by Mr. Chris Lobb. As Mr. Blundy is in apology of this meeting, could the Chairman please answer his question following. Mr. Blundy, as a major shareholder in the company, we acknowledged them that in the decision to return the Board. Like the Board, we welcome your expertise and experience in developing retail businesses for the full potential. However, we noted in June 2021, we have appointed an alternative director, which suggests you may have some time constraints. Are you able to provide shareholders and further insights as to the reasons for this ultimate appointment, please?

All right. Well, Mr. Lobb, thank you and for the Australian Shareholders Association for the question. I'll attempt to respond to the things that I can because I think that the answer is actually quite a simple one. There's no question that Brett has a large number of operations and activities that he's involved in. But he brings enormous expertise and experience, as you've mentioned. We suggested in fact, we have read the idea of him appointing an alternate because Brett lives in Europe and the time zone difference can sometimes mean that if we want to have a meeting during business hours in Australia, it's not necessarily convenient to European conference. We also have another director in New Zealand and another director based in New York. So the balancing of time frames and time zones is an issue for us in terms of the Board meeting times. And so one reason for the appointment of an alternate was to assist in relation to that matter of administration. The other thing I'd say, just by way of further addressing the issue is that notwithstanding where he may be in the world, Brett actively is involved in providing his expertise and experience to the business directly in the form of communication with me, with Daniel and with other members of the management team. But also through BBRC, we are fortunate to get the benefit of many training and inflammation programs, which BBRC organizes, which many, many members of our management team participating. And so Brett brings to the business not only his presence and expertise and experience, but also a considerable amount of additional value, I should say, which we are delighted to receive. So I hope that, that can answer the question for the time since he's in apology because he's chairing another meeting, but I hope that, that provides you with the response.

Chairman, the next several questions are of Mr. Steven Maine. It is great to have Brett Blundy on this Board, given that he's updated with some of the move in terms of being Australia's most successful retail investor and operator across a wide range of companies. Could Brett comment on how much of its time each week he is able to devote to Accent matters? And what is it that we personally find so attractive about the Accent business?

Okay. Well, Mr. Maine, thanks for the question. What I can say is I actually got a conversation with Brett yesterday, and I can at least relate that apart from the fact that I mentioned that you actively participates. In fact, I suppose I can say that we probably spend more of his time with Accent than he does on any other business is what it said to me. And certainly, I can say that from my perspective, as Chair, from the perspective of the Board and from Daniel's perspective, there is no limit to the access and the contribution that Brett makes towards our business. As to what he personally finds so attractive about the Accent business, I think it's the growth opportunities which we referred to in his statement. And to those opportunities, he has helped and provide great value. So I hope that's least an answer to your question. Thank you.

Mr. Maine's second question. Quite a few billionaires which tackle to JobKeeper, such as Gerry Harvey and Solomon Luke, have been publicly criticized for accessing government funds that they didn't need it. Could Brett please comment on how he personally rationalizes benefiting from JobKeeper when Accent shares and profits have performed so well to any other companies that he invest in access JobKeeper?

Okay. Well, look, Mr. Maine, thanks again for the question. I can't answer that question because you're asking a view from Brett Blundy not asking that question. All I can say is that Brett is -- his company is 18% or so shareholder in Accent Group. We have a separate business to Brett and to his companies. And the decisions taken in relation to JobKeeper where decisions taken by the company and by the Board. And as I've indicated, we received and have passed on to our team all of the JobKeeper in New Zealand equivalent funds that we've received. And I think that's about as much as I can do by an answer.

Mr. Maine's next question. Your Chair, David Gordon, had a difficult experience as a director and later Chair of 10 member holdings. Where at one point, he was struggling the competing interest of having 5 different billionaires as essential shareholders who have good representation. It became discomfortable and administration and 2 of the billionaires present to sue the directors. Can David comment on what he had learned from his experience in terms of how he manage the relationship with Brett Blundy, a billionaire personally sitting on the Board, representing his 19% stake in the company. Could Brett comment on his relationship with the Chair?

Okay. Well, Mr. Maine, thanks for the question. You're right. I had those rules previously at Tim. And indeed, you and I had many discussions I recall over the years as things went on. What I learned from that experience, I suppose, you learned lots from things in life. I think sometimes you learn more from the more challenging experiences than you do from the successes. And in terms of my relationship with Brett, I would certainly I can say, from my perspective, it's an excellent a very constructive relationship and I couldn't be happier. As for Brett, commenting on his side of it, you'd have to ask him.

Mr. Maine's next question. Does Brett agree that one way to sort out the macro female representation on the Accent Board would be to put his wife Tracey Blundy, who sit among side on the Lovisa Board? Could the Chair comment on going to having 2 Blundy on the Board would be excessive relative to the family shareholding?

Look, I'm not going comment on that rather than just say that Tracey Blundy is actually Brett's sister not his wife. But that's a speculative question, and there's no reason for us to do address it. Are there any more questions?

Mr. Maine's final question. When Brett said he has confidence in the management of Accent, if you're talking about our CEO Daniel Agostinelli, given Brett is not here, could Daniel comment on the full history of this relationship with our largest shareholder, how often do they communicate?

Mr. Maine, thank you for the questions. Brett clearly has confidence in the management team. And he and Daniel have worked together over many years in other places. I don't think it's for Daniel to have to comment on his -- the full history of his relationship and how frequently I communicate -- they communicate frequently as I've indicated just as Brett communicates with me and with other members of the management team frequently. It's not a source of any issue or concern, indeed, Brett continues to make an entirely positive and very valuable contribution to the business group. Thanks for the question.

Mr. Chairman, there are no further questions in respect to this resolution.

Thanks, Alethea. There being no further discussion. I will now move on to the final item of business. This item concerns the grant of performance rights to Mr. Daniel Agostinelli, the company's CEO. The background for the company's performance rights plan and the various tranches that have been made to Mr. Agostinelli are set out in detail in the notes of meeting. In line with the broader objectives that the company's remuneration framework outlined earlier in the meeting, the performance rights proposed provide a powerful incentive for Mr. Agostinelli to continue to drive long-term value creation for shareholders and deliver the targeted performance outcomes set by the Board. Your directors, Mr. Agostinelli, unanimously recommend the shareholders vote in favor of granting 1,018,100 performance rights to Mr. Daniel Agostinelli. I put the resolutions to the meeting as an ordinary resolution, as shown on the screen, and open this item for discussion. Alethea, are there any questions from shareholders on this item?

Chairman, there are no questions from shareholders in relation to this item.

All right. Well, thank you. There being no questions in the discussion on this item. I'll ask that as we've now concluded all items of business at today's meeting, ladies and gentlemen, I'll give you a few moments to complete your voting cards or your voting, I should say, before I close the poll on the resolutions in items 2 to 4. [Voting]

Ladies and gentlemen, I now declare the poll closed on the resolutions in items 2 to 4. And that concludes the formal business for consideration at today's meeting. I therefore, declare the meeting closed. The results on the poll and all resolutions will be announced to the ASX as soon as they are available. On behalf of the Board, I thank you for attending our AGM and for your ongoing support of Accent Group. I now close the meeting and look forward to seeing you next year and wish you health and great success in the intervening period. Thank you.