Amotiv Limited (AOV) Earnings Call Transcript & Summary

Ladies and gentlemen, good morning. It's now just gone 10:00. So on behalf of the Board, I welcome you to the GUD Holdings Limited AGM for the year 2023. My name is Graeme Billings. I chair the Board of Directors. I'd like to begin by acknowledging the traditional owners of the land on which we meet today, the Wurundjeri people of the Kulin Nation. We pay our respect to their Elders past, present and emerging. I declare a quorum is present and open the 66th AGM of GUD Holdings Limited. The Notice of Meeting was distributed to all shareholders more than the statutory requirement of 28 days ago, along with the company's annual report for the year ended 30 June '23. A clarification of the Notice of Meeting was published on the ASX on 25 September 2023, and a copy of this can be found with the Notice of Meeting on Computershare's platform and on our website. I will take the Notice of Meeting and its clarification as read. Ladies and gentlemen, our meeting today is a hybrid meeting, meaning that shareholders may participate either by being present in person at this venue or virtually being online. A significant number of shareholders have already voted, appointed proxies and submitted questions ahead of this meeting, and we thank them for doing so. Allow me to introduce your directors, all of whom are able to be present in person today. On my immediate left is our Managing Director and CEO, Graeme Whickman. Graeme joined the Board on 1st of October 2018, following his appointment as Managing Director and Chief Executive Officer. He will address us later in the meeting. Next on my left is Carole Campbell. Carole was appointed a Non-Executive Director on the 16th of March 2021. She is an Independent Director and Chair of the Audit Committee. Next to Carole is John Pollaers, who was appointed a Non-Executive Director on the 23rd of June '21. He is an Independent Director. On my immediate right is Jen Douglas. Jen was appointed Non-Executive Director on the 1st of March 2020. She is an independent Director and Chair of the Risk and Sustainability Committee. Next to Jen is David Robinson. David was appointed Non-Executive Director on the 20th of December 2011. He's also an Independent Director and is chair of the Remuneration People and Culture Committee. And next to David on my far right is Martin Fraser, CFO of GUD since 1st of January 2012. Not on stage but present in the room is our Company Secretary, Anne Mustow. We also have present at this meeting, Maritza Araneda, partner of KPMG, the company's auditors. Before we begin with the formal business of the meeting, I would like to make you aware of some housekeeping matters. For your safety, I draw your attention to the emergency exits located in the foyer space next to the lifts. Should an emergency arise that requires evacuation, staff will be on hand to assist you. If you have a mobile phone, could you please ensure that it is on silent mode or turned off for the duration of the meeting. I also ask that you do not use cameras, video or sound recorders during the meeting. This meeting is being webcast live today to shareholders, staff and other stakeholders of GUD. Following the conclusion of the meeting, an on-demand version will be available on the company's website for playback to interested parties who could not be available for the live stream. I welcome shareholders, proxies and corporate representatives' questions during the meeting. There are 3 ways to ask questions during the meeting, depending on how you are attending today. We have received a small number of questions before the meeting, which we will substantially address during the meeting. First, if you're attending the meeting in person, shareholders, validly appointed proxies and corporate representatives who were given a blue or yellow voting card upon entry are entitled to ask questions. Please walk up to the microphone to ask your question. Second, for those attending the meeting online who wish to submit a written question, you may do so at any time during the meeting via the speech bubble icon on your screen. Type your question in the chat box on the right of the screen and then select send. Confirmation that your message has been received will appear above. You can ask written questions online any time from now on, I will address them at the relevant time during this meeting. Third, if you wish to ask a verbal question, instructions are shown below the broadcast window on the online platform. If you are asking verbal questions in person or by telephone, please state your full name before asking your question. Also, please ask only one question at a time. Keep your questions and comments to no more than 2 minutes and confine your questions to the particular item of business before the meeting and matters relevant to shareholders as a whole. Given this is a hybrid meeting, I will first take questions from those physically present at the meeting, followed by telephone questions from participants who have joined us online and finally, any written questions. While time constraints may prevent us from answering all questions, we'll do our best to address all your questions during the meeting. Now a note, just to -- some words on the contingent resolution. As shareholders would be aware from the Notice of Meeting, if there is a second strike against GUD's Rem Report at this meeting, the company is required to ask shareholders to consider a resolution to call an extraordinary shareholders' meeting to spill the Board. Conversely, if there is no second strike, then that resolution is not required. A second strike would occur if 25% or more of the votes validly cast on item 3 were cast against the company's 23 Rem Report. However, it is evident from the proxy votes, which we have received before the meeting and the votes present in the room today that there will be no second strike at this meeting. Accordingly, the contingent resolution, which is Item 6 in the Notice of Meeting will not be put to the meeting. Voting by joining our hybrid AGM today, you, as a GUD Holdings Limited shareholder, or your appointed proxy, will have the opportunity to vote if you haven't already done so. Voting today will be conducted by way of a poll on all items of business, and Computershare will act as the independent returning officer. Voting will be conducted electronically. In order to provide you with enough time to vote and in case anyone needs to leave the meeting before it concludes, I will now open the poll to allow voting on Items 2 to 5. Voting is now open. Shareholders who are attending the meeting online can vote whilst logged into the meeting. Shareholders and others who are eligible to vote and who are attending the meeting in person should refer to the instructions on their blue voting card to use their mobile device to log into the voting site via the QR code. If you are entitled to vote and are attending here today and you do not have a voting card or if you need to borrow a mobile device with which to vote or if you are unable to access the site using the QR code, please attend the Computershare table at the back of the room. For those who are eligible to vote, voting icon is available on your screen. Selecting this icon will bring up a list of the resolutions and present you with the voting options. To cast your vote, simply select one of the options. There is no need to hit submit as the vote is automatically recorded. Please ensure you cast a vote for all resolutions. You will receive a vote confirmation notification on your screen. To change or cancel your vote, click the link click here to change your vote at any time until the poll is closed. Votes may be changed up to the time I declare voting is closed. You're free to submit your votes at any time, and you have the ability to change your vote up until the time I declare voting closed. I will provide a warning before I move to close voting at the end of the meeting. Prior to commencement of today's meeting, valid votes have been received, representing approximately 67% of GUD's issued capital. The status of proxies on each item of business will be shown on the screen as we address each item in turn. To the extent that there are open proxies available to be voted by me, as Chair of the meeting on any item, I advise the meeting I will vote them for each of those items on the agenda, except the contingent resolution, which, as I've explained, will not be put to the meeting. The Board recommends that you vote in favor of all resolutions, except the contingent resolution, which will not be put to the meeting. Today's proceedings will commence with my address to shareholders. Copies of my address are available on the ASX and on the company's website. Following my address, I will ask our Managing Director and CEO, Mr. Graeme Whickman, to address you on key operational and financial highlights and provide commentary on the business, a trading update for the first quarter of FY '24 and an outlook for the medium term. His address is also available on ASX and on the company's website. After Graeme and I have addressed the meeting, we will turn to the formal business of the meeting. Okay. I'll now read my address. Ladies and gentlemen, I am pleased to address you today about the GUD Group's achievements during FY '23. On behalf of the Board, I'm pleased to recognize that GUD was able to deliver significant shareholder value during the FY '23 year. I congratulate GUD's management on a great year. The Board is pleased with the group's progress in many areas. Our Managing Director and CEO, Graeme Whickman, will provide you with an outline of the operational performance of the group for FY '23 a little later on. I will address you in relation to sustainability and strategy. I know these 2 areas are of particular importance to you. I will also discuss briefly the Board's response to the strike we received on our FY '22 Rem Report. Finally, I will talk to you about the Board structure and evolution. We continue to be proud of our work in many areas of sustainability, although we also know that we can never rest on our efforts to continually improve around sustainability. As is set out in our 2023 Sustainability Review, which can be found starting at Page 15 of GUD's '23 annual report, we have set clear ESG targets and defined the key impact areas in which GUD seeks to make a real difference. They are as follows: Health, Safety and Wellbeing, Thriving People, Sustainable Sourcing, Energy and Emissions, Electric Vehicle Transition and finally, Waste. Our Health, Safety and Wellbeing performance continues as a strong focus across the group with a long-term injury frequency rate of 7.7%, which is materially better than the industry benchmark. We achieved excellent safety outcomes for the year with our businesses significantly and transparently reporting around safety, including their constructive thoughts and successes. Under our Thriving People impact area, our staff engagement scores are still adjusting for the APG and Vision X acquisitions during the prior year. But overall, we compare favorably with global benchmarks. Indeed, many of our business units rate in the top quartile against those benchmarks. These metrics are indicators of corporate culture. Culture is so important from so many perspectives, including, of course, the palpable positive impact it has on business success. The Board is very pleased with the great culture at GUD and commends management for it. In relation to Sustainable Sourcing, with significant effect across the group, we are steadily increasing the number of suppliers who are engaged in our ethical sourcing program. During FY '23, we achieved 89% of product spend from suppliers at Bronze level or better. We define Bronze level, under our program, as a minimum to comply with modern slavery requirements. Ethical sourcing is an ongoing area of focus, which requires continual work across the group. We will, of course, publish our Modern Slavery Statement before the end of the calendar year. We also continue to work toward our net zero targets, 2025 for our distribution businesses and 2030 for our manufacturing businesses, under our Energy and Emissions focus area. We converted a large part of our distribution businesses' energy requirements to green energy in FY '23, and this work continues. We are planning to achieve carbon neutrality in our distribution businesses before the targeted 2025 financial year. GUD is invested in and supportive of the move to electric vehicles, also an impact area of focus. One of our sustainability goals is to become a leader in the EV aftermarket in Australia and New Zealand. I'll speak later about our greenfield operation at Infinitev, part of our Innovative Mechatronics Group, IMG, a lot easier to say. We are seeking to lessen our overall proportion of revenue from products dependent on a vehicle with an internal combustion engine. We measure how much of our revenue is derived from product categories, which are not dependent on a vehicle with an internal combustion engine. We call this non-ICE revenue. This measure sat at 75% for FY '23. Products in the categories which produce this non-ICE revenue can be applied to any type of vehicle or versions of them can be produced for electric or hybrid vehicles. The group's businesses will adapt their product ranges to electric and hybrid vehicle models as they are introduced into the market as they already do for new vehicle models generally. We also work on reducing Waste, our sixth impact area mentioned earlier. I'd like to give you just one of the many tangible examples of a great sustainability outcome at GUD during this year. I have picked this example because it shows the innovative thinking, which is a hallmark of our businesses. Our IMG Group adopted a new way of saving on packaging by utilizing a product from waste cardboard to replace plastic. They bought a machine which shreds and folds waste cardboard, creating packaging fill in which to pack their products, eliminating the use of plastic bubble wrap and reducing costs, therefore. This sustainability innovation is deservedly shortlisted for GUD's Annual Excellence Awards in the Sustainability section. I do recommend to you all our FY '23 Sustainability Review, which provides a lot more detail around our sustainability frameworks and performance. Portfolio Vision GUD2025. Shareholders may recall that GUD had in place a medium-term growth plan called GUD2025. I would like to give you a quick update on the developments in our portfolio during the FY '23 year, which are consistent with that strategy. We acquired 2 small businesses, Twisted Throttle, which is an online retailer of motorcycle accessories in North America; and Southern Country, and add-on to our Fully Equipped ute accessories business in New Zealand. We launched many new products across the group and expanded our global reach. We built and launched our EV and hybrid battery repair and repurpose business, Infinitev, with a dedicated facility at Cranbourne West in Melbourne's southeast. We recently expanded the operation into New Zealand. BWI and Vision X have steadily invested in greenfield opportunities in the U.S. and in Europe. Additionally, during the year, we received some of our smaller businesses -- we reviewed some of our smaller businesses. We sold CSM Service Bodies, it did not meet with our strategy. Seeking to extract synergies, AE4A was merged into BWI and Uneek was merged into APG. In September 2023, we completed the sale of Davey Water Products. I am pleased to say that GUD is now an automotive pure play, a significant inflection point in GUD's history, with many growth opportunities ahead for the company across key categories and multiple geographies. The Board and management see further small bolt-on acquisitions in line with our portfolio vision. Our APG business, purchased the prior financial year, is investing in its growth. And as we have explained to the market, we intend to await its performance, achieving our investment expectations before we turn our minds to any other transformative acquisition. Graeme Whickman will discuss APG's progress in more detail during his presentation shortly. Now, a word on remuneration. Before I hand over to Graeme, I would like to address the feedback we received last year in relation to our FY '22 Remuneration Report. The strike we received in relation to that report has been given significant thought and consideration and action has been taken in recognition of the concerns of shareholders. The detailed response to the strike is set out in the FY '23 Remuneration Report, which can be found starting at Page 37 of the annual report. The response actions include: changing how acquisitions during the year will be considered in the setting of Short-Term Incentive targets and assessment of performance against those targets; secondly, changing the financial metrics for the Short-Term Incentive to underlying EBITDA -- EBITA, I should say, and net working capital; thirdly, in respect of the Long-Term Incentive, the underlying EPSA, which is earnings per share before amortization, growth target was clarified to include the annualized expected earnings of businesses previously acquired, in the case of APG, this requires $80 million EBITA; establishing clearer guidelines about when the Board will consider exercising its discretion in relation to incentive outcomes; and finally, significantly revising and improving the Remuneration Report itself to improve transparency. These changes provide us with a good way forward and the Board continues to treat remuneration issues with great care and consideration. I commend to shareholders the new format of the Remuneration Report. Just a word or 2 about our Board. The Board is constantly evolving to meet the challenges of doing business in an ever-changing commercial and regulatory environment. More recent additions to the Board have brought significant diversity and skills, experience and perspectives to the Board. The Board continues to review and challenge itself on what more it can be doing to contribute to the performance and success of the GUD Group. GUD's strategy over the last 5 years has evolved to an automotive pure play, participating in both OEM and aftermarket levels. This increases the demand of the company for automotive expertise across: markets, both OEM and aftermarket; technical and engineering; as well as international and global exposure and understanding, at all levels of management and on the Board. With that in mind, the Board recently undertook an external review, and will be considering the outcomes of that review in any additions and changes we make to the composition of the Board over the next few years. Currently, the director with most significant automotive experience, addressing many of the criteria we need, is David Robinson, who is standing through reelection today. David joined the Board in late 2011. He has provided considerable service over the years, most recently as Chair of the Remuneration, People and Culture Committee. David's skills and experience are directly in the automotive space. Noting the automotive focus in GUD's strategy as an automotive pure play, the Board and management want to utilize David's skills and experience far more explicitly over the next few years before we let him retire. Work to do, David. Accordingly, David has agreed to seek reelection for another 3-year period, which is great. The other member of the Board standing for reelection is Jen Douglas who, along with her well-documented commercial experience, has brought to the Board demonstrated experience in risk management and governance, areas of expertise critical to an ASX-listed company. In closing, on behalf of your directors, I thank all of our people for their efforts, contribution and achievements over the year. Our highly engaged employees enable us to deliver value for all of our shareholders. I also thank shareholders for their ongoing support. I now invite our Managing Director, Graeme Whickman, to provide you with some more perspectives on the operational performance of the group during FY '23. Graeme?

Thank you. Thank you, Graeme. Well, good morning, ladies and gentlemen. Thank you for the opportunity to address you this morning. I'm pleased to be able to provide commentary on the performance of GUD Holdings in the 2023 financial year. I'll also briefly update you on the trading of the group so far, this financial year. Operationally, from a review point of view, our group focus in FY '23 was the successful integration of APG and Vision X, as well as managing costs and operational disruption experienced due to the macro factors and importantly, delivering on our vision for the future. Our Operating and Financial Review, Page 7 of the annual report, provides a little bit more detail. Touching on safety. Well, we're pleased with our continued safety performance, which has benefited from ongoing and increased commitment to safety over the last few years. No long-term workplace injuries were sustained in our business during FY '23. From an operations point of view, at the start of FY '23, we had 3 clear financial priorities to support shareholder value. And we delivered on the stated objectives of improving APG's performance, driving down the net debt ratio to circa 2x and reducing inventory. Shareholders may recall the macroeconomic factors, which impacted APG's earnings in the period post-acquisition, the significant weakness in the new vehicle sales due to the unprecedented supply chain constraints. And those constraints remained through FY '23. It is important, though, to note and remember that demand remains fundamentally solid. It's a supply chain challenge that we face. Now given those constraints, I'm pleased with the performance of APG during the 2023 financial year, its first full year as part of the GUD Group. The leadership of APG is of a high caliber. And its business philosophy fits well with our high-performance approach. And I remain confident that APG will continue to improve its performance to a point soon where the original investment case is delivered. The growth achieved by the Automotive businesses, ex APG, reflected the continuing resilience of the automotive aftermarket. Underpinning this expectation that the aging of the car parc will continue, and predictions are for the average age of vehicles on Australian roads to reach 11.36 years by 2028. Now we continue to manage the group as a diversified group of autonomous businesses. Following the sale of our Davey Water Products in September 2023, the group is now an automotive pure play, consisting of 2 operating segments with 5 categories of business. We have APG segment comprising 4 wheel drive Trailering and Accessories. And then we have the Automotive segment, which comprises of Automotive Elect, Power Management and Lighting, Electric Vehicles, Powertrain and Undercar. Now managing the macro has been a key theme of our management approach, balancing the day-to-day operating challenges of the continued volatility experienced in the post-COVID world with our focus on earnings, cash, margin and balance sheet levels. Despite challenges, including long lead times in supply chains, inventory disruption, freight instability, labor shortages in our manufacturing operations, we have been able to manage our businesses to deliver strong financial outcomes across the group in FY '23. Now the group's financial performance for the year was pleasing, with just over 25% increase in revenue from our continuing businesses to a group revenue of just over $1 billion. Key highlights from FY '23 were an underlying EBITA of just over $191 million, growth of 27%. And net working capital status reflecting an inventory reduction of over $31 million. Cash conversion over 110% and our debt leverage target achieved of net debt to adjusted EBITDA of circa 2x. And the completion of the sale of Davey, by the way, reduces that debt leverage to a range where we have previously committed to be what we find comfortable and appropriate. In terms of culture and team, well, I'm passionate about our culture and our team, clearly, and I'm pleased to report that GUD's corporate culture remains strong. GUD's culture is driven by a high level of engagement, ownership, care and accountability for performance, safety and the well-being of our people. As a cornerstone of GUD's cultural fitness, safety and employee engagement continue to perform strongly against the global benchmarks. We have added and strengthened expertise and capacity at the parent company during the year, in support of our aim to achieve synergies between our businesses and create efficiencies within our group. We are determined to retain the sovereignty of our businesses, with all the success that, that brings, whilst delivering group services in support of those businesses enabling growth in alignment with our portfolio vision as an automotive pure play. Talking about automotive pure play, well, delivering the Portfolio Vision was centered on 2 key areas in FY '23, integration and growth planning for recent acquisitions and a portfolio review of our business units, in line with our Portfolio Vision, which was explained earlier by Graeme, named 2025. And the portfolio review led to a series of actions to realign business units or divest or indeed plan to divest business units from the GUD portfolio. During the year, we disposed of CSM Service Bodies, smaller businesses mentioned by Graeme, AE4A into BWI and Uneek into APG, rationalizing management and focusing on delivering synergies. And this follows the successful precedent we set with the integration, colocation and merged back office of AA Gaskets and Ryco a few years ago. Our acquisitions of APG and Vision X were integrated and embedded into the group during the year. Our strategic planning for these businesses is proceeding well. APG has a winning culture. Since acquisition, APG has secured 134 new business wins, resulting in $35 million of revenue, of which about $24 million is incremental. And we've increased our share of wallet with existing OEM towbar customers, extending our products into nudge bars and sports bars. Now Vision X, our U.S.-based auto lighting business, is turbocharging its sales activities with some exciting near-term opportunities. These are particularly encouraging as they will enable our Lighting category to supply products beyond Vision X products into the U.S. Vision X launched, in conjunction with its customer Hi-Viz LED Lighting, the new Omen Warning Lightbar, bringing new design and features to the fire apparatus and emergency vehicle lighting markets in the U.S. And we also launched in the U.S. and Europe, our Projecta jump starter range. We purchased Twisted Throttle in the U.S. during the year, which brings our U.S. e-commerce expertise into the group. Now in terms of Europe, we recently announced the acquisition of our Vision X distributor in Sweden, literally a couple of weeks ago, and we have a European sales function also in place. These will provide us with a beachhead for penetrating the European market beyond our existing Vision X products. And the acquisition is due to complete in the next few weeks. The business has some great existing customer relationships for us to leverage and provides a base for the group in Europe. So we're excited to be able to access these new customers and new markets in Europe for our Lighting & Power Management division. Now in our Automotive businesses, ex APG, we experienced core revenue growth of just under 9%, underpinned by new customers, products and geographies. And the EBITA for those businesses was up just over 7%. The backbone to this continued growth is product development and innovation and further new customer and channel efforts. And we've increased investment and have a strong pipeline in place to support FY '24 and beyond. Now this new product development is recognized in the industry and more broadly with both BWI for their Ultima IQ lightbar and also Ryco for their Performance Racing Filter being highly ranked in the AFR Most Innovative Companies Awards just announced. In fact, they were #2 and #3 in the manufacturing awards. Fantastic outcome. So as you can see, we've been busy pursuing our portfolio vision of expanding our customer base, our product range and global footprint, and this is set to continue. Now trading update and a bit of an outlook. So from an APG point of view, Q1 FY '24, OEM and OES sales in the first quarter have been strong, reflecting improving new vehicle supply. The improvement in Australian OEM supply is reflected in the new vehicle registrations for APG's Top 20 models, and they're up about 7% in Q1 versus Q4 of last financial year. But the gains are highly inconsistent between OEMs and models, with large swings evident in some of APG's key revenue contributors. Now we continue to view this as transitional until supply chains fully stabilize towards the end of FY '24, and the revenue contributions of key model starts to normalize. In contrast, the New Zealand towing market has been deteriorating as that market repositions for the potential abolition of the Clean Fuels Tax. And I think that will play out, and we should see some improvement through the remainder of the year as the government has changed in that jurisdiction. Trailering continues to benefit from expanded capacity through utilizing APG's Thailand manufacturing, and this is being reflected in new business wins. Given Cruisemaster's low market share and now expanded production capacity, we still view market share gains as an opportunity for this business, therefore, providing any mitigant for any early signs of industry softness. Overall, FY '24 expectations for APG remain unchanged, despite a slightly softer trailering market and a weaker New Zealand towing market. From an Automotive, ex APG, segment, let's turn to that. First quarter sales growth was solid relative to prior corresponding period across all the key automotive businesses, reflecting a resilient aftermarket for demand and wear and tear parts. Within this, NZ remains a challenging market, reflected in sales being flat versus prior year in that jurisdiction. Importantly though, Australian independent workshop feedback is supportive of robust end user demand with bookings out to 2 to 3 weeks beyond. And then finally, let me turn to an outlook. So as mentioned earlier, we're seeing further signs of improving new vehicle supply, and our expectations remain that conditions will not fully stabilize until perhaps late FY '24. As such, we continue to expect further revenue EBITA growth for APG in FY '24. We remain confident in APG's ability to deliver their business case targets once conditions have fully normalized. In terms of an outlook for the Automotive, ex APG, we are firm in our view that these Automotive business units will continue to benefit from the steadily growing, aging and robust car parc. Add to this our brand strength and ongoing product development tempo, and we're confident in the medium-term growth outlook for these combined businesses. We will continue, though, to reinvest with discipline, in our offshore operations in the Automotive Electric, Power and Lighting category, and also in the Australian New Zealand opportunity with our Infinitev business to tap into the prospective emerging EV aftermarket. At the FY '23 result in August, we outlined increased investment in the Automotive businesses and higher corporate costs at the group level. As stated, this investment in the Automotive segment will result in an incremental $6-or-so million in operating costs with modest associated revenue in FY '24, and this investment is expected to deliver compelling returns in FY '25 and in future periods. Unallocated corporate costs will increase about $1.5 million to support the expanded group's growth expectation, plus about just over $1 million in corporate costs previously absorbed by the Water segment. Margin management efforts in the remainder of the year involves balancing the dynamics of inflation, FX, manufacturing utilization and commodity prices. Consequently, price increases for the Automotive, ex APG, business units are expected to be effective in Q3 FY '24. And the significant improvements in inventory in FY '23 are largely expected to be held on a constant currency basis. And consequently, the FY '24 cash conversion is expected to revert to about 85% to 90% on constant price and currency basis. And given the strong organic growth aspirations, greenfield opportunities and the seasonally lower cash conversion, which is a typical net working pattern in H1. So overall, I'm looking forward to an exciting and successful year ahead for our group and shareholders. Finally, I want to say thank you for the hard work and dedication shown through FY '23. And so far this financial year by our employees and our leaders and we have a number of them in the room today. We really have a great team and I'm enormously proud of the achievements that we've been able to put forward together. Thank you, and I'll now hand back to the Chair.

Thank you, Graeme. Ladies and gentlemen, I will now turn to the business of the meeting. There are 6 items of business to be put to the meeting. I invite questions on each of the items of business. As you know, only shareholders and proxy holders can ask questions and vote on any of the agenda items. I remind shareholders attending online that you may submit questions at any time by pressing on the speech bubble icon in the online platform app. Additionally, you may verbally ask questions through the telephone line. For those of you in the room attending the meeting in person, I ask that you come up to the microphone and when invited, give your name and ask your question. The status of proxy votes received on each item of business will be shown on the screen as we address each item in turn. Item 1, financial statements. Item 1 is to receive and consider the financial report of the company and the reports of the Directors and Auditor for the year ended 30 June, 2023. No vote is required on this item of business. However, shareholders may ask questions relating to the financial statements and reports as well as more general questions about the management and operations of the Group, or the audit, the content of the auditor's report, the company's accounting policies and/or the Auditor's independence. The company's Auditor is here today to help answer your questions. The company did not receive any written questions addressed to the Auditor by shareholders prior to the meeting. If you have a question for the Auditor, please initially address it to me as Chair of the meeting. I will take verbal questions first and then relevant questions received through the online platform app. I'll now ask, are there any questions? Yes, Claudio.

Good morning, all. Claudio Esposito with the Australian Shareholders' Association.

Welcome.

Thank you. First of all, congratulations on FY '23 and your recent acquisitions. Just a general question, Chairman. Just with regards to -- Graeme mentioned that GUD is now having a larger footprint overseas. And I'm just wondering if we start rising political, the geo tension and wars and stuff, is that going to be an issue for -- do you see an issue for GUD? Do you need to take appropriate risk management steps?

That's a good relevant question, Claudio. Maybe I'll start and ask Graeme. But certainly, in the Middle East, where the current issues are. We don't have -- I don't think we have any suppliers, if we do, a very small number; and it's not an export market, which GUD deals with. So from that perspective, purely in the Middle East, we're probably only exposed really from a supply-chain disruption point of view, and that can be impacted globally as we know. Graeme, anything to add on that?

Yes. Thank you for the question. I mean, if you think about it from an operational perspective, we have, as Graeme said very little, we have one small filtration supplier based in Israel. But with our filtration businesses, we do outsource pretty much everything. So we have contingency plans in terms of what I would consider a Plan B, that would be the only operational challenge. I think we've proven over the COVID period that operationally, we can handle disruptive supply chains issues of freight and other such things pretty effectively. So it's not something that we see operationally as a challenge. Clearly, geopolitically, the impact perhaps to exchange rates, as an example, or those types of things. That's yet to be seen in oil -- price of oil, and other such things, and we'll mitigate as we see those coming through. Generally, and Jen, our Risk Chair, we are looking at some of the bigger risks historically have been more about geopolitical challenges in the Chinese environment, and we've been actively looking to reduce the reliance there as well. So we've gone from about 60% -- mid-60% supply to about late-40%s. So we're consistently as a Board, looking at the operational impact of some of those geopolitical challenges and making sure mitigating as best possible.

Okay. Would I be able to ask another question, while [ I'm up here ]

Yes. Go ahead, Claudio.

You mentioned ethical sourcing before. I'm just wondering, so with all the acquisitions, I think, this financial year or FY '23, you'd accumulate it around about 100-odd new suppliers. How do you vet all these suppliers every year?

Yes, certainly a challenge. I will ask Graeme to give more detail, but certainly a challenge. In fact, I think in the last -- since 2020, number of suppliers that we've had to vet have risen from about 110 through to over 600 thereabouts. So we've got a program, it's a very detailed program. It's challenging to vet all of the suppliers. It takes time. But fair to say, we're getting there. Graeme, anything to add?

Yes. So you're quite right. We're over 600 [ x ] suppliers, that's increased significantly. We have the same program approach applied to the new businesses as existing businesses. You'll know reading through our annual report that we run an ethical sourcing program that goes well beyond modern slavery, what I would call compliance, starting with Bronze, Silver, Gold. So we're already, as a business, trying to punch well above what is the minimum and that probably speaks to volumes around the ethos within GUD. We like to say we punch it [ by-the-by ]. We look for top quartile performance and not just the outcomes, but also the inputs. We have a pretty regimented approach to how we review, document and then audit across those businesses. And actually, in addition to that, we're just right now, Claudio, looking at -- jeez, setting up an Asian sourcing office, which we don't currently have, where we'll actually augment the existing efforts around the audit to get even greater comfort around that. We do expect how our businesses that we do, we seek goods from to hit that bronze level at a minimum. You want see that 89% at the moment. That was increased by 1 percentage point year-over-year on the basis of a larger number. So the quantum is actually quite good. Any business that we find as in contravention of that, we're exiting immediately, and we have plenty of evidence to demonstrate that. But there's a small amount, and you can call it, 6%, 7%, 8%. We're actually working with them to try to get them to that standard because I think behind the modern slavery, it's not just to simply cut people off, it's actually to encourage and bring them along to actually end up with the right outcome. So it's a mixture of audit as we stand at the moment, an improvement coming in terms of our Asian sourcing office and encouragement, using a common platform being Sedex as well.

Okay. Thank you very much.

Thanks, Claudio. Malcolm, are there any questions online?

Chairman at this stage, we have no questions online or on the telephone line.

Thank you. If there are no further questions or comments, we will move to the next item on the agenda, which is the election of Directors. In accordance with Rule 34 Subsection C of the company's constitution, Jennifer Douglas retires by rotation and being eligible to do so, offers herself for reelection. No other nomination has been received and, consequently, no other person is eligible for election as a Director. Details of Jen's experience and qualifications are set out in the Notice of Meeting. The resolution on Item 2A appears now on the screen. The details of the proxies received in relation to this item are displayed on the screen. I invite Jen to address the meeting in respect of the motion for her reelection, Jen.

Thanks, Graeme. And I'm delighted to be standing for reelection to the Board of GUD. It's been nearly 4 years since I first joined the Board in early 2020. And over that time, it's been an absolute pleasure to serve the team and to serve you, the shareholders of GUD. I bring to the Board a breadth of business and commercial experience from over 30 years in my career as first as a Lawyer, been an Executive and then more recently as a Director. I have particular experience in developing and supporting businesses and developing strategies to grow when they're facing disruption, and this is particularly relevant for GUD at the moment, as we become a pure play in the Automotive industry at a time when that industry is facing significant disruption and change through the introduction of electric vehicles. So I'm able to bring to the Board learnings from the many years I've spent working in industries that have faced very similar change and disruption, such as telecommunications, energy and media. I also bring skills in contemporary Board governance from sitting on multiple Boards over many years in the listed sector, private sector, not-for-profit and government as well. And in my role as Chair of the Risk and Sustainability Committee, I've sought to really bring greater emphasis and spotlight on to sustainability. I'm very cognizant personally of the importance, not only to our business of sustainability matters, but also a sustainability in the broader community, and I'm sure to you as shareholders. I look forward to continuing to work with my peers on the Board, the GUD team to deliver some really fantastic results and succeed in delivering on our strategy and really achieving fantastic success for you, our shareholders, moving forward. Thank you.

Thanks, Jen. Are there any questions of myself or directly to Jen? No? Malcolm, are there any questions either online or by phone?

Mr. Chairman, at this stage, we have no questions on this item online or on the phone.

Thank you. I'll now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. In accordance with Rule 34C of the company's constitution, Mr. David Robinson retires by rotation and being eligible to do so, offers himself for reelection. No other nomination has been received and, consequently, no other person is eligible for election as a Director. Details of Mr. Robinson's experience and qualifications are set out in the Notice of Meeting. The resolution on Item 2B appears now on the screen. The details of the proxies received in relation to this item are now displayed on the screen. I invite David to address the meeting in respect of the motion for his reelection.

So thank you, Graeme. It is an honor to again be considered for reelection as a Non-Executive Director of GUD Holdings. I have served you, the shareholders for several years now, and I feel I can continue to bring you value for another 3, going forward. To expand on Graeme Billings' earlier comments a bit, my experience is primarily on the operating and technical side. I worked for over 40 years in multiple top management positions within the vehicular components industry, both internationally and domestically. Additionally, that vehicular experience was in the original equipment and the aftermarket segments, each of which, as we've discussed earlier, have become strategic directions for GUD. I am an engineer by training, so I've always been oriented to the technical and product side of our business. And I've been able, I feel, to bring some insight in these matters to our management team. I have no other directorships currently, so GUD has my undivided attention. And finally, I would ask you for your vote and your -- and thank you in advance for your continued support. Back to you, Graeme.

Thanks, David. Are there any questions directed to me or David himself? Yes, Claudio.

Thank you, Chairman. I was just going to ask a general question about independence. So I know that the concept of independence covers a few -- there are a few sort of components to the independency. And you sort of talked about where the direction of Mr. Robinson over the next 3 years.