CAR Group Limited (CG1.AX) Earnings Call Transcript & Summary

Good morning, all, and welcome to the 2025 Annual General Meeting of CAR Group Limited. My name is Pat O'Sullivan, and I'm Chair of the company and Chair of this meeting. On behalf of the Board and the company, I would like to acknowledge the traditional owners of the land, on which we meet today. Here in Melbourne, that is the Wurundjeri people of the Kulin Nation, we pay our respects to their elders, past, present and emerging. Today's meeting is a hybrid meeting, being held physically here in the CAR Group offices in Richmond, Victoria and online via the Computershare meeting platform, which allows shareholders, proxies and guests to attend the meeting virtually, ask questions and vote. On behalf of the Board, I warmly welcome all attendees, those here in-person and those joining us on the live webcast. We are pleased to be able to extend this meeting to you all. I have been advised that a quorum is present, and I now formally declare the meeting open. As the Notice of Meeting has been circulated to all shareholders, I propose that the notice convening the meeting be taken as read. Is that agreed? Thank you. At each item of business in today's meeting, there will be an opportunity for shareholders to ask questions. Those in physical attendance may move to the microphone in the room, which is just sitting just here, and please wait to be called on and then state your name and the shareholder you represent if you are a proxy before asking your question. Online attendees may submit questions at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that questions may be moderated or if we receive multiple questions on one topic, they may be amalgamated together. If due to time constraints, we run out of time to answer all questions, we will answer them in due course via e-mail or posting responses to our website. To ask a verbal question, please follow the instructions written below the broadcast. Voting today will be conducted by way of a poll on all items of business. In order to provide you enough time to vote, I will shortly open voting for all resolutions. If you are attending online and are eligible to vote, once voting opens, please press the Vote icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. For those of you in the room here today, you received a physical voting card, which can be completed at any time. Shareholders need to mark a box beside the motion to indicate how you wish to cast your vote. Please ensure you print your name where indicated. When you finished filling in your voting paper, please lodge it in a ballot box or with a member of Computershare team to ensure your votes are counted. Proxy holders have attached to their admission card a summary of proxy votes, which details the voting instructions for business items on the appointment documents in your favor. By completing the voting paper, when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, please mark the box beside the motion to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to their voting paper for further information. Christina Piccolo of Computershare, who's in the room, will be returning officer for today's meeting. Does anyone have any questions about the procedure I have just described? As always, the results of all resolutions will be announced to the ASX following the meeting and placed on the CAR Group Investor website. I now declare voting open on all items of business. I would now like to introduce my fellow directors. William or Will Elliott is our Managing Director and CEO, appointed to that position effective 15th of August this year. Will has been with the company for 10 years and will give a presentation on business performance shortly. I would like to welcome Will to his first AGM as Managing Director and CEO and thank him for the seamless transition we have seen since he stepped into the role. Wal Pisciotta is the Co-Founder of CAR Group and has been a member of the Board since CAR Group's inception. He led the company as Chair for 18 years and is currently a Nonexecutive Director. Edwina Gilbert was appointed as a Director of the company in 2016. Edwina is the Chair of the company's Risk Management Committee and a member of the company's People and Culture and Audit Committees. Kee Wong was appointed as a Director in July 2018 and is the Chair of the company's Sustainability Committee. He's also a member of the company's Risk Management Committee. David Wiadrowski was appointed as a Director of the company in 2019 and is the Chair of the company's Audit Committee. He is also a member of the Risk Committee -- sorry, of the Risk Management and Sustainability Committees. Susan Massasso joined our Board as a Director in June 2023. Susan is the Chair of the company's People and Culture Committee and a member of the Sustainability Committee. Pip Marlow joined our Board as a Director in February 2024. Pip is a member of the company's People and Culture and Audit Committees. I would also like to introduce Nicole Birman, our Company Secretary and General Counsel. And also in attendance today are Sam Lobley, representing our auditors, PwC; Jonathan Wenning, representing our lawyers, Arnold Bloch Leibler. Jonathan is here. And as I mentioned, Christina Piccolo, the returning Officer, representing our share registry, Computershare. I would like to acknowledge Kim Anderson, who's sitting in the front row here today, who has retired today after 15 years on the Board of Directors. Kim has served as the Chair of the People and Culture Committee and has been a member of various other Board committees throughout her tenure. On behalf of the Board, I would like to wholeheartedly thank Kim for her important contributions to the CAR Group over the last 15 years as a Director, mentor and trusted adviser to both directors and management, and I'd like to give her a big round of applause. Thank you, Kim. The formal business of this morning's meeting will be conducted in two parts. Firstly, our CEO, Will Elliott, will present to the meeting, and there will be an opportunity to ask Will questions about his presentation. We will then move to the formal business of the meeting, where we have a number of resolutions to put to shareholders. There will be further opportunities during this part of the meeting for shareholders to raise questions pertaining to each resolution. I will now invite Will to address the meeting.

Thank you, Pat. Good morning, everyone. Firstly, I'd just like to say what an absolute honor it is to deliver my first AGM speech as the CEO of this amazing business. I'd also like to thank the Board for putting the trust in me to take the company into its next phase of growth, which I'm incredibly excited about. Also I wanted to acknowledge the contribution of our former CEO, Cameron McIntyre, who delivered great results for the business over many years and most importantly, leaves the business in great shape for us going forward. In terms of my transition into the CEO role, look, it's only been a few months, but I'd have to say it's gone incredibly smoothly so far. I've had amazing support from all of the Car Group team members around the world and also all of our external stakeholders. I'm excited about the opportunity in front of us. And unsurprisingly, the strategy under my leadership is going to be one of evolution rather than revolution, given I've been in the business for 10 years. One area, though, we are going to increasingly focus on is around artificial intelligence. We see a big opportunity to transform the way people buy and sell vehicles on our platforms, making it faster, simpler and more personalized than it's ever been before. So first of all, I thought I'd reflect on our FY '25 performance. We delivered exceptional financial and operational outcomes across all our regions, but what excites me most is what we've got to come. Today, I'm going to walk you through the highlights of those FY '25 results, the strength of our global portfolio and also talk through our 3-year strategy. But before I do and in keeping with tradition, we're going to show a short video, which should give you some insight into the CAR Group business. [Presentation]

Excellent. Hopefully, you got a little bit out of that. Now turning to the presentation. First slide, this is a slide we always show, which demonstrates how CAR Group has consistently delivered strong returns for shareholders over an extended period. It reflects the strength of our strategy, the resilience of our model and also the long-term value we continue to deliver. And most importantly, we're well positioned to continue delivering great outcomes for shareholders supported by the large addressable markets we operate in, which certainly have huge opportunity for further growth. On to the next slide, financial highlights for FY '25. It was another excellent result, marking another year of double-digit growth for the business. On a constant currency basis, pro forma revenue and EBITDA were both up 12%. Margins -- EBITDA margins were stable at 56%, and adjusted net profit after tax was up 11%, which are all great results. On to the next slide, our operational highlights, which are important because these are our key nonfinancial metrics that we focus on, which reflect the scale and strength of our business. I'm not going to go into too much detail on this slide other than to say we continue to attract more consumers to our marketplaces every year, which is absolutely critical. And you can see there, we've got 49 million unique people that visit our marketplaces every month. On to the next slide. This slide reflects the breadth of our global portfolio. And what's most important is we have amazing trusted brands with loyal customers all around the world. On to the next slide, please, and this is an important one. This is our new 3-year strategy for CAR Group. It's all built around our purpose, which has the customer at the heart of everything, and it's to make buying and selling a great experience. Our vision is clear, and that's to be the global leader in online vehicle marketplaces. And it's all supported by four strategic pillars. The first is strengthen our core. We need to maintain and grow the strength of our brands and audiences, ensuring that we stay as the trusted choice for consumers. Second pillar is about extending and deepening our experience. We need to deepen this across the entire journey of buying, selling and owning vehicles. Third pillar is about diversification and growth. We need to drive long-term growth through smart investments and continued innovation, and this is all underpinned by operational excellence. We've got to lift our performance by working better and using technology and AI effectively across the organization. And of course, at the center of it all down the bottom is our culture, the foundation of how we get things done, which is absolutely critical. On to the next slide, and this is our FY '26 outlook statement. Nearly 4 months into the new financial year, we're very pleased with how the company continues to perform, which gives us confidence to reiterate the outlook statement we provided in August. Our outlook statement for FY '26 now provides specific numeric guidance at a group level across all of our key financial metrics being revenue, earnings and net profit after tax. Next slide. This slide just gives some detail around some of the considerations associated with our outlook statement. While growth may vary across our individual markets, the strength and diversity of our portfolio gives us the confidence to deliver on our group-level expectations. On to the next slide, please. This slide shows the many and varied ways that we can grow as a business, which is incredibly important. And this is a slide which will probably be familiar to many of you, who followed the company for some time. And importantly, our core growth drivers remain very strong. And the most pleasing thing to see is the additional growth drivers and new sources of innovation are starting to gain great traction. The addressable market numbers that you can see at the bottom of the slide, they reflect the amount of marketing that our customers spend every year. And our percent -- sorry, our market share is still about 10% of that total marketing spend, which gives us a great runway for future growth. On to the next slide, I'm going to talk in a little bit more detail now around our FY '25 financial results. On this first slide, you can see that the FY '25 performance was really a continuation of our very strong track record. It reflects our disciplined execution of strategy and our continued execution around making the buying and selling process easier for our customers. Next slide is cash flow and balance sheet, just highlights the strength of our cash flow and balance sheet. We delivered 98% cash flow conversion. Our balance sheet at 1.7x remains in a very healthy state, which gives us the flexibility for future investment. On to the Australian business, just in a little bit more detail on the next slide. The automotive market remains very strong, and the high audience engagement that we've had over many years continues. And most importantly, there's great demand on our car sales platform. One thing that we've noticed, and you can see it in the top right-hand corner of the chart there is that buy behavior over the last 12 to 24 months has continued to shift a little bit with higher interest rates as consumers have become a little bit more price sensitive. And they're showing a preference for used cars over new cars, which is a good thing for us as a business because we're more weighted to used cars. And then down the bottom, used car prices, you can see that they've come down from their peak. But most importantly, our dealers have continued to generate very healthy gross margins, which is important for our key customer group. Next, on to North America. The business delivered excellent results despite what was a challenging environment, delivering 10% growth in revenue and 11% growth in EBITDA, which we think was a fantastic outcome given the challenges in that market. And our diversified portfolio once again demonstrated its absolute strength. Whilst the recreational vehicle market was a little bit softer, trucks and equipment was very strong. And encouragingly, we're now seeing signs of those recreational markets pick up, particularly in RVs as interest rates in the U.S. begin to come down. On to the next slide, Latin America. Webmotors continues to perform exceptionally well. Despite high interest rates, we're adding dealers, we're growing our audience, and we're also increasing the participation in our key loyalty program with Santander. And actually, the most important thing above all is that we've continued to grow our market position and continue to grow the gap against the #2 player in that market. On to the next slide, which is around Asia. Encar had another terrific year in Korea with revenue up 16% and EBITDA up 11%. The main driver of this growth and for those who followed the business for a while would be familiar, is our vehicle inspection service called Encar Guarantee, and that offers buyers added confidence through the vehicle purchasing process. In this regard, we've expanded our branch network, we've extended inspection operating hours, and we're also using AI to make that inspection service much more efficient. Okay. Now to the FY '26 focus areas. We'd like to share some of these focus areas and highlight the investments that we're making in product and innovation as we continue into FY '26. Firstly, in Australia, we're investing in smarter dealer tools through AutoGate, which is a software platform that our dealers use. Some of the key features that we've introduced over the last 12 months are predictive insights on pricing and time to sell and improved vehicle sourcing product and automated transcription through AI of buyer conversations. Next, into North America. Our focus continues to be on providing our key customer group dealers with more value. To drive this, we've launched Xenara, which is our in-house media ad agency. We've also strengthened our lead in inventory management tools with car sales as telephony fraud filtering and CRM tools. On the data side, we're improving our attribution and audience targeting through Zip or post-code matching, post-inquiry surveys and better search algorithms. On to LatAm, there's a lot going on in this business, and we're making major strides. We've launched [indiscernible] , which you can see on the left-hand side there, which is a generative AI tool that automates early buyer interactions with dealers. This is just one example across the business of how we're using AI to improve the car buying and selling experience. We're also -- and you can see on the right-hand side, we're also accelerating media growth in Brazil's $1.5 billion media market, leveraging car sales as tools, which is very exciting. On to the next slide, Slide 23, which is Asia and mainly Korea. Guarantee 2.0 builds on the inspection product that I was talking about a little earlier, and it adds richer listings, underbody photos, extended warranties and a 7-day money back guarantee, which is going to drive even more trust for consumers in the purchase. Encar Home in the middle there on the slide is our home delivery product, and that's scaling quickly with more inventory, automation and deeper integration across our ecosystem. We've also increased ad spend, on the right-hand side there, into our Dealer Direct product, which is our online trading product, and that's helping us to grow share in Korea's very large and underpenetrated trade-in market. Finally, that's just to wrap up, I just want to say I'm incredibly proud of everything that the team has achieved over the last 12 months, but I'm even more excited about what lies ahead. We've grown revenue and earnings. We've strengthened our market leadership, and we continue to simplify the buying and selling experience. Our international markets continue to gain momentum. We're scaling IP and tech faster than we ever have before, and there's plenty more to come. And what gives me the greatest confidence of all is the people that work in our business, the amazing people, and they're ready to deliver on all the growth expectations that we have. So with that, thank you to everyone for your continued support. And now I'd like to open up for any questions.

Thank you, Henry.

My name is Henry Stephens, and I'm from the Australian Shareholders' Association. I've got one question about cybersecurity. First off, congratulations on fantastic results. It was excellent. And the annual report reads really, really well. So I'm most impressed. I've got a question about cybersecurity. You're no doubt aware that personal details of 5.7 million Qantas customers were released into the dark web recently. The leaked information included names, addresses, birth dates, phone numbers, e-mail addresses and frequent flyer details. My question is, are your computer systems programmed in such a way that a customer's personal details are eliminated from the system if they do not do any repeat business with the company over, say, a 3- or 6-month period? My concern is that companies are unnecessarily holding on to personal data for far too long and for no real reason.

Thanks for your question, Henry. Look, it is an incredibly important issue, cybersecurity and one as an organization, we spend a huge amount of time and money investing in to make sure that we have the best defense possible. But as you know, there's a lot of people out there trying to do the wrong thing. And so we've got to continue to keep pace with those. In terms of the details that we keep, that certainly has been something that's a focus area for us over time is only keeping what we need to keep to make sure that we deliver the right experience for our consumers. So I would say that we're certainly conscious of that. Next question.

I'm [ Peter Collier ]. I've been an investor in CAR Group and before that car sales for 12 years now. So I've done pretty well. So thank you for that. I just want to ask a question about something on the slide that I saw earlier. There was a little note there that 87% of your staff find CAR Group a great place to work. I take it that, that's after you've surveyed them and done that sort of thing to get that trigger?

That's exactly right. Yes, it's part of our annual engagement survey.

Okay. So you do an annual engagement survey. That's great. The only thing -- when I go to AGMs, I like to ask the parts of the report or the businesses that it's just not quite there. I'm struggling to find anything bad about CAR Group. It's every part of your business appears to be doing well. Normally, when you've got different geographies or different divisions, one or two of them won't be doing so well, while others are struggling. Everything is going well for you guys. Now this is a follow-up question. I worry when everything is going well, what do I have to worry about? Because there's always a risk somewhere. So my question is, what do you see as potential risks for the future?

It's a good question, Peter. And like any business, we certainly have our challenges, that's for sure. So not everything is perfect. But the business is performing exceptionally well, particularly, I think calling out the U.S. where market conditions in the verticals in which we operate are challenging, and we see better times ahead as those market conditions improve. In terms of where do we see the challenges, one of the things as a business that's been drummed into me ever since I came into the organization is to be paranoid about what you can't see. And we're always paranoid about competition, thinking about the competitors we can't see in front of us because the ones we can see are ones that we can make moves and deliberate moves against. So we are certainly an organization that continues to look at what might impact us going forward. And particularly in a world of artificial intelligence, new technologies, that's critical. Any questions online, Nikki? Any other questions? Otherwise, I'll hand back to Pat.

Thank you, Will. As mentioned earlier, voting for all resolutions is open, and you may submit your votes at any time. The proxy votes received for each resolution will be visible on screen. I will also give you a warning before I move to close the voting. So we'll now move to the first item of business. Item 1 is the financial report. I now table the June 2025 annual report containing the financial report, which includes the Directors' declaration, the related Directors' report and Auditor's report. Copies of the 2025 annual report were made available on the company's website or if you elected to receive a hard copy, a hard copy has hopefully been sent to you. So I don't intend to read out the Directors' report to the meeting. The Corporations Act requires the financial report to be laid before this meeting. There is no requirement in the Corporations Act or the company's constitution for shareholders to vote on, approve or adopt these reports. To date, the company has not received any questions for our auditors, PricewaterhouseCoopers, so the matter is now open for discussion by shareholders. Are there any questions in the room in relation to the financial report? Nikki, any questions online? Thank you. I will now move to the resolutions to be put to shareholders. Item 2, the remuneration report. I now table the remuneration report of the company as contained in the 2025 annual report. As I've already noted, copies of the annual report are made available on the company's website or sent to you. Section 250R(2) of the Corporations Act requires the remuneration report to be put to the vote. The Corporation Act also provides that no votes may be cast on this resolution by key management personnel whose remuneration amounts are included in the report nor their closely related parties. I will be only voting proxies for unrelated parties. The matter is now open for discussion by shareholders. Do any shareholders wish to comment or ask questions on the remuneration report? Firstly, in the room. Online, Nikki? There being no questions, I now ask Nikki to inform the meeting of the valid proxies that have been lodged for this motion.

Thanks, Pat. The proxies are, 4,283 million, against 5 million. Open and usable are 2.3 million, 5.2 million have abstained, and 4.7 million are excluded.

Thanks, Nikki. If you haven't already done so, please vote on the resolution to adopt the remuneration report now. The next items of business, items 3a and b, relate to the reelection of directors. Item 3a relates to the reelection of David Wiadrowski as a Director. Before I hand over to David, I would like to comment on the disappointing proxy numbers you see up on the screen. I believe this to be the result in a change of policy at one proxy adviser. This new policy requires a vote against any director who is a former partner of a Big 4 accounting firm sitting on the Audit Committee if the external auditor is their former employer. The policy does not allow for any individual circumstances to be considered, including the period of time since the director left the firm. In David's case, the Board carefully considered any potential conflict or lack of independence in light of his previous position at PwC prior to appointing David in 2019. David had no interaction or engagement with CAR Group during his time with PwC and was based in a different office in a different state of the team who worked with the CAR Group. We believe that we should engage the best firms and people in every position. David is an excellent Audit Committee Chair. And the result of our last tender for the audit provider in 2022, during which David recused himself from the Board discussion and recommendation, indicated that PricewaterhouseCoopers was the best audit firm for us to work with. In our view, these appointments are in the best interest of shareholders. I encourage shareholders to make their own inquiries and decisions involving for would be in the best interest of the company and the fellow shareholders. I now invite David to address the meeting.

Thanks, Pat, and good morning to shareholders. I'm pleased and excited to offer myself for reelection to the CAR Group Board of Directors. As Pat said, I've served on the Board for 6 years now and have developed a deep understanding of the CAR Group business, its strategy and its culture. During my tenure, the business has grown substantially with investments in the U.S. and increased investments in LatAm. CAR Group has also invested in a number of smaller adjacent businesses and products, both in Australia and globally, demonstrating our commitment to strategic growth and diversification. The market cap has grown from $4 billion in 2019 when I joined the Board and is now $13.5 billion. I've played a small part in that. During this time, I've had the pleasure of chairing the Audit Committee and overseeing the implementation and strengthening of controls, systems, reporting and governance across the business. I have also been a member of the due diligence committees for the successful capital raises on three occasions to fund major global acquisitions, ensuring we've got suitable rigorous evaluation and risk management. I take an active role outside of the formal Board meetings, dedicating significant time to deepen my understanding of operations and providing strategic support and occasional challenge to management in the execution of our strategy. I currently serve on 3 public company boards and 1 non-for-profit board. One of these boards requires me to spend regular time on the West Coast in the U.S., which provides value exposure to trends and issues in the technology space, particularly around AI. I believe I've got the time and capacity to manage all these commitments effectively, which reflected in my attendance at all Board and committee meetings across all of my boards. Finally, I've had the pleasure of working closely with Will in the last 6 years as the CFO since I joined the Board, and I feel extremely confident that CAR Group will continue to grow and prosper under his leadership as our new CEO. I look forward to your continuing support today. Thank you.

Thanks, David. This matter is now open for discussion with shareholders. Are there any questions or comments in the room? Nikki, any questions online?

There are. We have two questions, both from Stephen Mayne. So I start with the first one. Thank you for disclosing the proxy votes early to the ASX ahead of today's AGM, enabling a more fully informed debate. There was an 18.2% directed proxy protest vote against David's reelection. Which of the proxy advisers recommended against and on what grounds? Did we engage with any shareholders to attempt to persuade them not to follow this advice and to support David's reelection, particularly given the long-term standout performance of the company during his time on the Board?

Thanks, Stephen. Yes, as I gave in my preamble there, which obviously you didn't have the benefit of before you submitted your question, we've explained, I think, hopefully, our position in relation to David. The proxy firm was ISS, and we held multiple meetings as we do every year, with all proxy advisers and multiple shareholders to discuss all matters, including David's reappointment.

Stephen's next question is, how long has PwC been our auditor? And will we potentially change auditor, given this protest vote? Thanks also to Pat for explaining the ISS audit voting policy, which led to today's protest vote. Will this protest vote lead to another tender during David's upcoming 3-year term on the Board? Wouldn't it make sense to change auditor before David's term expires in 2028?

Thanks, Stephen. So again, as I mentioned, we did do an audit tender in 2022. And overwhelmingly, PwC was the preferred supplier. We're constantly thinking about who are our best auditors as we do with all our suppliers. There's no intention in the short term to retender. And certainly, this vote is not going to determine whether we do retender or not. David is completely independent, and we will carry forward with PwC.

No more online.

Excellent. There being no further questions, I now ask Nikki to inform the meeting of the valid proxies.

Thank you. The proxies are 241 million for, 56 million against, 2.3 million open and 102,000 abstained.

Thanks, Nikki. I now put the motion to the meeting that Mr. David Wiadrowski being a Director of the company, who retires by rotation in accordance with Rule 17.1 of the company's constitution and being eligible, offers himself for reelection; be reelected as a director of the company. If you haven't already done so, please vote on the resolution now. As Item 3B relates to my reelection as a director, I will now hand the Chair over to Edwina Gilbert.

Thanks, Pat. Good morning. Item 3B relates to the reelection of Pat O'Sullivan as a Director. Pat joined the Board in 2007 and became Chair of the Board in 2019. Since that time, Pat has been an exceptional Chair, leading the Board and the company through unprecedented times and transformational change. His outstanding financial and commercial expertise and experience in global companies are of great value to the Board and the company. Pat has stood for reelection early in light of the change in Managing Director and CEO to offer stability and continuity for the shareholders. The Board and management greatly values his leadership and expertise. Pat's reelection is unanimously supported and wholeheartedly supported by the entire Board. I now invite Pat to address the meeting regarding his reelection.

Thanks, Edwina. I've been a professional Non-Executive Director for more than 13 years after an executive career that spanned 30 years, I'm looking pretty good for 40, I get that, across many industries, including FMCG, telecommunications, media and technology. In that 13 years, I've served as a nonexecutive director on close to 20 companies, and I've chaired 1/3 of those. I get great energy from working with bright, smart management teams, and I look to use my commercial leadership and broader industry experience to help those management teams deliver on the company's goals. It has been a great privilege to have worked with CAR Group for the last 18 years. This is a great Australian technology growth story, and I've enjoyed every minute working with so many outstanding people, both on the Board and in management. To be appointed Chair of the Board in 2019 was not a role I took on lightly. As Edwina said, I was not due for reelection this year. But with Kim not putting herself up for reelection, another director needed to stand at this AGM to meet the requirements of our constitution. Given the recent change in the company's CEO and the loss of 2 long-tenured directors in Kim and our former CEO, Cameron McIntyre, I volunteered to stand and commit to a further 3-year term in order to provide stability for the company and its stakeholders. I will continue if reelected to work closely with Will at the start of his tenure as CEO. Before I finish, I would like to address a question that has been raised by some stakeholders about my workload. In short, the concern raised by some is that I chair 3 ASX-listed technology companies. And the so-called rule these parties have is that no one director should be a nonexecutive director of more than 5 boards. And a Chair role counts as 2 roles, so I'm deemed to be overboarded. The logic to the hypothetical concern is if there are material events out of the norm happening simultaneously at all 3 companies I'm chairing, I may be too stretched and something may fall between the cracks. My response to them has been and continues to be, I have more than sufficient time to fulfill my responsibilities to all 3 companies as well as pursue outside interests. I've had periods of unusual heightened corporate activity since I started chairing the 3 boards and was able to manage my time effectively to remain available for each company when needed. I've not missed a Board meeting, a committee meeting or a diligence meeting on any of those 3 companies. I'm in regular contact with all the CEOs and fellow Board members and are never too busy to respond quickly. And if I feel at any time, I cannot give 100% to my role at CAR Group, I will be the first to call time. I trust that by asking me to stand for a further term, my fellow directors are endorsing the value I bring to CAR Group. Thank you again for this opportunity. And if reelected, I look forward to continue to be a part of this unique Australian growth story.

Thank you, Pat. The matter is now open for discussion by shareholders. Do any shareholders wish to comment or ask any questions on Item 3B? Nikki?

Yes. We have a question from Stephen Mayne. Similar to with David, could Pat please inform shareholders of the behind-the-scenes debates that occurred between the company, the proxy advisers and institutional investors, which finished with a near 20% vote against his reelection today. Also, is this his final term on the Board? Or could he run again for another term in 2028? Chair succession is a delicate issue, but does Pat believe the next CAR Group Chair is currently serving on the Board?

Thank you very much, Stephen, for your questions. I'll take part of those questions, and I'll also throw to Pat to answer those. Of the main proxy advisers, only one recommend against the item put forward here regarding Pat's reelection. You've obviously had -- not had the benefit of Pat's response until now, Stephen, just in respect to the query of overboarding perspective. But we -- firmly from a director set, I can confirm that Pat is always available to the Board and his CEOs. He has had a very strong relationship with Cam and now with Will and always has the time to foster that relationship and ensure he's available. He checks in with all of the directors to ascertain any issues raised, and he ensures all of us are heard during the meetings. He has never categorically missed any meeting, not any subcommittee or committee or committee attached to an acquisition or otherwise. He is fully across his brief. With respect to the meetings with proxy advisers and institutional investors, Kim and Pat have attended those and been able to present the case and for Pat in his engagements and not being overboarded. We understand that, that is a rule. But considering the circumstances and Pat's capacity, we wholeheartedly remain in support of this recommendation in the best interest of the company and the Board.

Stephen, maybe to address the other part of your question around succession planning for the Chair, I mean, I think you've heard it at all the meetings you've attended, you've heard it again today. The #1 IP that CAR Group has are our people, and that starts with the Board of Directors. There are some outstanding directors on this Board of Directors. So when the time comes for me to step away, I'm fully confident that there are people who can take the role, no problem.

Nikki, is there any further questions?

No.

There being no further questions, I now ask Nikki to inform the meeting of the valid proxies that have been lodged for this motion.

Thanks, Edwina. The proxies are 231 million for, 62 million against, 2.3 million open and 3.9 million abstained.

Thanks, Nikki. I now put the motion to the meeting that Mr. Pat O'Sullivan, being a Director of the company, who retires by rotation in accordance with Rule 17.1 of the company's constitution and being eligible offers himself for reelection; to be reelected as a Director of this company. If you haven't already done so, please vote on this resolution now.

Thanks, Edwina. So the last two items of formal business are items 4A and 4B, the grant of rights to the Managing Director and CEO, Will Elliott. Listing Rule 10.14 requires shareholder approval for the grant of securities to Will Elliott, the Managing Director and CEO of the company. For the notice of meeting, there are two items that we put to shareholders separately. Item 4A pertains to the grant of rights in respect of the deferred component of the FY '25 short-term incentive earned while Will was CFO. And Item 4B pertains to the grant of performance rights in the form of a long-term incentive for FY '26 to FY '28. The key terms of the rights and details of both plans are set out in the Notice of Meeting. Item 4A relating to the grant of rights in respect of the deferred component of the FY '25 short-term incentive is now open for discussion by shareholders. Do any shareholders wish to comment on this resolution? Firstly, in the room? Nikki, online?

There is a question from Stephen Mayne. It's not technically in relation to this one, but he has categorized it as such. So I'll ask it now. Your performance is great, and you've run a near-perfect hybrid AGM following the agenda and disclosing the proxies early. The cherry on top will be if you could advise the ASX and the poll results, how many of our 26,865 shareholders voted for and against each item, similar to with the scheme of arrangement? It is always interesting to see how retail shareholders vote on LTI grants to CEOs such as the one proposed in this resolution. Disclosing the headcount data will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncor, Tabcorp and even the world's biggest share registry provider, Computershare, have all voluntarily provided this data at their most recent AGMs. You've got the data, so why not let the sun shine in?

Rainy down here in Melbourne at the moment, Stephen. So we'll take that one on notice. No, happy to consider that, but thank you for raising it. Nikki, do you want to inform the meeting on the valid proxies that we lodged for this motion?

We have 297 million for, 856,000 against, 2.3 open and 162,000 abstained.

Thank you. I now put the motion that approval be given to the grant of up to 5,558 rights over shares in the company to Mr. William Elliott in respect of the FY '25 short-term incentive award in accordance with the terms of the CAR Group equity plan and as set out in Item 4a of the Notice of Meeting. If you haven't already done so, please vote on this item now. Item 4B pertaining to the grant of performance rights in the form of a long-term incentive for FY '26 to FY '28 is now open for discussion by shareholders. Do any shareholders wish to comment on this item 4b? Anybody in the room? Anybody online?

No. Should I go ahead with proxies?

Please.

Okay. We have 288 million for, 8.9 million against, 2.3 million open and 670,000 abstained.

Thanks, Nikki. I now put the motion that approval be given to the grant of up to 74,114 performance rights over shares in the company to Mr. William Elliott in respect of the FY '26 to FY '28 long-term incentive award in accordance with the terms of the CAR Group equity plan as set out in Item 4b of the Notice of Meeting. If you haven't already done so, please vote on this item now. In a couple of moments, I will close the meeting. For those in the room, please lodge your voting cards. The online voting system will remain open for a few moments to allow you to finish voting. Please ensure that you have cast your vote on all resolutions. Nikki, while we do that, are there any questions we didn't answer? Are there any questions on the floor that anybody would like to ask? I now declare the poll closed. The results of all resolutions will be announced to the ASX later today. I would like again to thank all shareholders for your ongoing support and for your attendance here today. It's much appreciated. Thank you all.