City Chic Collective Limited (CCX) Earnings Call Transcript & Summary

Well, good morning, ladies and gentlemen. My name is Michael Kay, and I'm the Chairman of City Chic Collective Limited. On behalf of the Board, I'm pleased to welcome you to the 2021 Annual General Meeting, which, for the second year running, will be entirely virtual. We thank you for your participation in this virtual format. Please bear with us if there are any technical glitches today as with some participants joining online via webcast and some via telephone, we understand you may experience a slight delay in transmission for which we apologize in advance. If we experience any significant technical issues, however, then depending on the number of shareholders affected, we may be required to seek a short recess or even an adjournment. And if this occurs, we'll advise you accordingly and provide information on our investor website and via the ASX as appropriate. I know there is a quorum present, and I declare the meeting open. And I'd like to introduce the directors and other officers of the company: Phil Ryan, the company's Managing Director and Chief Executive Officer; and the independent nonexecutive directors, Megan Quinn, Natalie McLean, Neil Thompson and Michael Hardwick. I also want to introduce Munraj Dhaliwal, our Chief Financial Officer; and Marta Kielich, our company Secretary. We also have with us today Annalisa Amiradakis, representing the company's auditors, Deloitte, who will be prepared to answer any questions about the conduct of the audit; and representatives of Link Market Services Limited, our share registrar, who are acting as returning officer for the purposes of the meeting. Now before reviewing the year, I want to formally welcome Neil Thompson and Natalie McLean to the Board. We are very fortunate indeed to have secured the services of 2 outstanding business people. Neil has long been a successful participant in the Australian corporate life. He started as a graduate at Elders IXL, rising to become part of the strategy team before moving into private equity. Neil is the former CFO of the then listed ASX company, Alesco Limited, before more recently participating in a private equity consortium in the acquisition and sale of Ascender, a multinational payroll provider. Neil was CFO of Ascender during the time it was in private equity hands. Self-evidently, Neil brings a wealth of commercial, corporate and international experience to City Chic. Neil takes over from Michael Hardwick as Chair of the Audit and Risk Committee. Welcome, Neil. Natalie McLean is undoubtedly one of Australia's best retailers. She has 30 years of retail experience working for the likes of Giordano and Rip Curl before joining Cotton On. Natalie is currently the Chief Retail Officer of Cotton On, an iconic Australian retailer that has successfully expanded globally with 20,000 team members, 8 brands in 20 countries with 1,300 stores and a major online presence. Cotton On is some years ahead of us in the international journey and the learnings and insights Natalie brings in retail and to the task of succeeding abroad are and will be of enormous value to the company. Welcome, Nat. I'd also like to formally welcome Peter McClelland, our new Chief Financial Officer, who joins us here today. Peter is a highly experienced public company CFO and COO in Australia as well as internationally. His roles have included CFO and COO of oOh! Media, CFO of Velocity Frequent Flyer and, most recently, CFO of Isentia Limited. Prior to that, he was APAC Chief Financial and Administration Officer of Global Retailer, Luxottica, where he oversaw local distribution center and logistics operations. Peter started with City Chic yesterday and has the right experience and skills to assist us in taking City Chic to the world. Welcome, Peter. We have a big job ahead of us, and the Board and I very much look forward to working with you. With the comings, there are also sadly some goings. We say goodbye to Munraj Dhaliwal, our outgoing CFO. This was Munraj's first CFO role, and he did an outstanding job for us, not only in conducting the usual task of a CFO, but also as a partner to our CEO in driving our international expansion through well-priced and strategically sound acquisitions. During Munraj's time in the job, the market cap of City Chic has increased from well under $300 million to around $1.4 billion today. On behalf of the Board, thank you, Munraj, for your service, and we wish you the very best for what I'm sure will be a very bright future and a great career. We also say a very regretful goodbye to Michael Hardwick. Michael has been on the Board since 2012 and has made an enormous contribution. It's no exaggeration to say Michael has been instrumental in the success of City Chic. In the difficult last days of Specialty Fashion Group, Michael was part of the Board, as indeed was our colleague, Megan Quinn, that made the courageous decision to sell all of the brands other than City Chic. It would have been much easier, and this was certainly the view of the corporate advisers, to sell City Chic and soldier on with a cash injection to try to resuscitate the struggling brands. But the strategic plan that was adhered to was to keep City Chic and to use the cash from the sale of the other brands to focus purely on the plus-size market and to commence in earnest the journey to leading a world of curves. And what a plan that has turned out to be for City Chic, for our team members, for our customers and for our shareholders. In addition to his strategic insights, the combination of Michael's outstanding financial and retail skills have been front and center in the growth and success of our company. Michael has been a key participant in the development of the City Chic culture. He's been a mentor to the Chief Executive and a very important voice on the Board as we've navigated our way through rapid organic and inorganic growth and the COVID-19 pandemic. Michael, you are a talented individual, a trusted and generous colleague and, in my old fashioned words, good company and a great bloke. We'll sorely miss you, but we'll do our best to carry on your legacy. And on behalf of everyone at City Chic, thank you very much. So before moving to the formal business of the meeting, I'll take the opportunity to give you a brief overview of the 2021 year. I'll then invite our CEO and Managing Director, Phil Ryan, to provide more detail on our operational performance in 2021 financial year, an update on outlook for 2022 and plans for the future of the company. I'll now deliver my address. The 2021 financial year saw a little risk from the effects of COVID-19. On again, off again trading conditions, together with the impacts on demand and the supply chain, meant the company had to adapt and innovate its business model to ensure ongoing sustainability and profitable growth. In circumstances where planning and anticipating the future was almost impossible, a lot was asked of City Chic team members. Under the calm yet determined leadership of our CEO and executive team, our people performed superbly. The company not only recorded strong profitable growth but also materially diversified its geographic footprint, expanded its range, invested in the future and made good progress towards its vision of leading a world of curves. Here are some of the highlights. Sales revenue grew by 32.9% and comparable sales growth by 31.6%. Underlying EBITDA grew by 59.8% to $42.4 million. Statutory NPAT from continuing operations was $21.6 million, that's 135% growth, and underlying NPAT of $24.9 million was 80.6% growth. Normalized operating cash flow was $24.2 million, up from $20.9 million the previous year. The global customer base grew 61% year-on-year to 1.07 million active customers. The global customer website traffic grew by 68% year-on-year to 58.1 million visits. Online sales grew by 49.3%. Sales outside Australia and New Zealand totaled 44.1% of group revenue. So you can see we truly are a global retailer now. We signed new partnerships with Next, Curvissa, Freemans, HBC, Debenhams, Very, Zalando, Amazon, Walmart, Target, eBay, David Jones and The Iconic. We have a strong balance sheet with -- at 27 June '21, $71.5 million in cash and an undrawn debt facility of $40 million. And of course, we completed an equity raise in July, August 2020. We completed the strategic acquisitions of plus-size brand, Evans, in the U.K. in December 2020 and European plus-size online marketplace, Navabi, in July 2021. We commenced the process of diversifying our supply chain to offset the concentration risk in China. We developed and trialed new product segments and lifestyle ranges using brands that included Refinity, Arna York, Societie+, Zim & Zoe and Aveology. We continue to develop and trial our online world of curves, marketplace for plus size for all our brands, and importantly, we further developed our ESG and Ethical Trade program. Phil Ryan, our CEO, will provide further details. But as can be seen, notwithstanding the complexity and the uncertainty posed by the pandemic, 2021 was a very busy and productive year for your company. Management has succeeded in simultaneously preserving and expanding the core of the business while also investing in future income streams. Importantly, these new developments have the double benefit of adhering to our strategy of operating purely within the plus-size market and yet, at the same time, diversifying concentration risk, both geographically and from a product perspective. The impacts of COVID-19 were managed through our geographical scope, which protected us somewhat from rolling lockdowns and economic disruption as the timings of those disruptions were different between Northern and Southern Hemispheres and as between individual countries and states. Our increased range and efficient supply chain allowed us to pivot between the products our customers were seeking at various times during the pandemic. In lockdowns, we could move away from party dresses and workwear to casuals, intimates and zoom-wear. As shareholders are aware, the Australian stores suffered during the rolling lockdowns, particularly in Victoria, more latterly in New South Wales. However, each time they reopened, the response from customers was very strong indeed with high double-digit comparable sales. In the meantime, our customers were buying online, and our expanded ranges allowed us to deliver to our customer what she wanted, when she wanted it and at the right price point. Avenue has proved to be a very good acquisition. Not only has it given us a high profile in our biggest market, but also it has allowed us to introduce our other brands to U.S. customers. This has been extremely well received, and we're delighted with the way our business is developing in the U.S.A. We've only just begun, and we see a very substantial runway of growth opportunities in this USD 49 billion market. Continuing to develop our U.S. business, both organically and inorganically, is a key priority for us. FY '21 saw another important milestone in our journey to leading a world of curves. In December 2020, we purchased the Evans business in the U.K. Evans has been a retailer of plus-size womenswear for almost 100 years, both through high street shops and more recently online. We only acquired the Evans brand, e-commerce and wholesale business, and of course, the Evans stores were closed. The business was somewhat rundown when we acquired it, having been part of the Arcadia Group, which slid into administration in November 2020. The second half of '21 was spent -- the financial year 2021 was spent transitioning the business from Arcadia systems and warehousing into our group. We also started the process to build back rundown inventory and increase the range available to customers. In this sense, the task has been very similar to the one at Avenue. The early signs in Evans have been promising, and our success in revitalizing Avenue and getting customers to accept it as online only gives us confidence we can restore Evans to its former position and establish ourselves as a leader in the U.K. world of curves. We're also introducing the other brands in our collective to U.K. customers through the Evans world of curves website marketplace. Evans also sells a small amount of product to other countries in Europe and in the Middle East, and we see an opportunity through our product mix to grow the business meaningfully in those regions as well as through our City Chic and Avenue websites in U.S.A. and Australia. One transitory caveat around the Evans results is the well-publicized labor shortages in the U.K., particularly in transport and logistics. This has certainly impacted our ability to get goods into the country, into the warehouse and into customers' hands. In the early months of FY '22 and, in particular, July and August, we've been building up stock for the Evans business, and we were very pleased with its performance. The impact of labor shortages, however, have been felt through September, October and into November, impacting our ability to continue rebuilding inventory as we initially planned. And as such, the performance of Evans will be below our expectations until these issues can be resolved. Phil will provide further detail. In July 2021, we acquired Navabi, our marketplace business in Europe, domiciled in Germany and serving mostly German customers. The integration is proceeding as planned, and the initial read on the loyalty of this customer to the marketplace is pleasing. The inventory levels will take time to rebuild and in the short term, will reposition global inventory to Europe. Their loyal customer base is focused on size, fit and quality, and Navabi's websites had 5.8 million customer visits in 2020, generating EUR 10.4 million, that's AUD 16.6 million in sales revenue, and pre-pandemic traffic exceeded 10 million visits. This is an important beachhead for us in Europe, and we'll further develop this marketplace with all our brand offerings and seek to expand its predominantly German geographical scope to cover the rest of Europe. Growing the European business organically and inorganically is a priority in our quest to lead the world of curves. Moving to financial position and dividend. City Chic's net cash position at 27 June, as I mentioned, was $71.5 million with no debt drawn under the existing $40 million facility, which matures in February 2023. City Chic completed an equity raising of $111.1 million in the first quarter to strengthen the balance sheet and accelerate the company's global growth ambitions. This comprised of a fully underwritten $80 million placement of new fully paid ordinary shares to eligible institutional investors conducted at $3.05 a share. Following completion of the placement, City Chic offered all eligible shareholders the opportunity to participate in a non-underwritten share purchase plan. City Chic raised another $31.1 million through this SPP and also conducted at $3.05 a share, and a total of 36.4 million new shares were issued through the placement and SPP. A cash payment of $40.2 million was made for the acquisition of Evans on 23 December 2020. A cash payment of $9.6 million for the acquisition of Navabi on 23 July 2021 was post the year-end and, therefore, not reflected in the ending cash balance of $71.5 million. Given the opportunities to accelerate the growth of the business as well as the ongoing uncertainty caused by COVID-19 around the world, the Board decided not to declare a dividend in respect of FY '21. The decision whether to pay a dividend will be reviewed at the interim results for FY '22 in February. In view of the opportunities and also the risk caused by COVID-19 as well as the impacts of macroeconomic conditions such as labor shortages and flow-on impacts to logistics, City Chic will remain focused on sensibly deploying our capital to achieve our strategic intent of gaining a strong global market position in a sector that, at least for now, is underserved. Moving then to the FY '22 outlook. Well, as has been very well publicized in the newspapers and by some of our fellow retailers, there are a number of external uncertainties in the market such as labor shortages, impacts to logistics and supply chains. To help mitigate the risk of COVID-affected sourcing and logistics, we've taken the decision to build up our inventory to higher levels than we would ordinarily carry. This has proved to be the right decision because subject to the issues peculiar to the U.K., we don't foresee any material stock shortages in the important period leading into Christmas. We will continue to hold those higher inventory levels until the sourcing and logistic issues settle down. Phil will provide further details. Additionally, you will be aware that there's been some power outages in China, which, thankfully, thus far, haven't impacted our business in any material way. So notwithstanding the ongoing uncertainty caused by the pandemic and the macro conditions with geographic and channel diversification, a strong inventory position, loyal customers who like to buy online and a focus on executing on the long-term plans for the business, we believe City Chic is well positioned to navigate the conditions and capitalize on the recovery. Although Australia has been impacted by temporary store closures, stores which have been opened, combined with the online channel, have, in aggregate, delivered comparable sales growth on the prior corresponding period. With high vaccination rates in Australia and what seems to be a greater political will to keep the economy functioning, we are hopeful that all channels will remain open for the important run into Christmas and that, finally, we've seen the last of the COVID-19-related lockdowns. Avenue is trading strongly at above preacquisition levels. Evans has had a mixed performance so far, as I mentioned. After a strong July, August, we've seen supply challenges. Navabi is now live in our systems. It remains too early to get a true read noting the limited period since acquisition. However, we are excited by the opportunity to bring our full product offering to the U.K. -- to the EU market through that marketplace. With all the developments in the Northern Hemisphere, the seasonality of our trade and earnings is changing this year with the second half earnings expected to be stronger than the first half earnings for FY '22. Phil will provide more detail about this change, which reflects, amongst other things, the growth of our U.S. operations and, of course, the store closes during this first half. We're now live with a number of marketplace partnerships, including Walmart in the U.S., eBay and very -- marketplace integrations are underway for DJs, The Iconic, Debenhams and Amazon in the U.K., Zalando and Germany and Target in the U.S. These are all expected to be live during the course of this financial year. And City Chic has also signed a partnership with David Jones for a concession of -- in 15 stores, 7 of which are now open. We've also signed a partnership for over 30 Debenhams stores in the Middle East, which are also expected to launch during the course of this financial year. In summary, in the uncertain circumstances, our business is performing well. New runways of growth are being developed geographically as well as through product expansion and additional partner channels. We are pleased with the development of our marketplaces, which are an important part of becoming a destination for our customer where she can find multiple brands and products to satisfy her needs, whether at home, work or play. Accordingly, in the absence of further material disruptions, we believe this will be another good year of energetically progressing our strategic intent and delivering profitable growth. Ladies and gentlemen, FY '21 was a difficult but satisfying year for City Chic. The company and its people demonstrated adaptability, innovation, strategic intent, operational execution and resilience in a world beset with a virus that prevented travel, limited social interaction and impaired the ability to do business. We hope the worst of the virus is behind us, but it is a virulent and an unpredictable disease, so we remain vigilant, prepared for the worst and ready to adapt to whatever circumstances arise. Come what may, we believe we can continue to grow this business globally and profitably, invest for the future and progress towards leading a world of curves. This would not be possible without the wonderful City Chic Collective team and the customers we serve. Our sincere thanks for their extraordinary and ongoing support. It gives us energy and makes us even more determined to make this company a global success. I'll now hand over to Phil Ryan, the company's CEO and Managing Director, who will deliver his address.

Okay. Thank you, Michael, and good morning, ladies and gentlemen. I'd like to add my welcome to you all to the 2021 Annual General Meeting. I'd like to start with welcoming Nat and Neil to the Board. I've known Nat for over a decade, and she's an exceptional retailer. In her short term on the Board, she's added an incredible amount of value already, and her current global retail experience through her executive role at Cotton On will be a great resource for us in the future. I've not known Neil as long. However, his impact in the short time is equally as impressive, and he brings a very complementary skill set to the Board. I would also like to welcome Peter, our CFO elect. When I first met Peter, he told me a story about early in his career at Woolworths when he was walking the shop floor with a manager. The manager asked him what he thought of the store. Peter replied, "The deli had too much floor space for sales," and that's what I knew I had a match. An experienced public market CFO with a strong operational background with international logistics and M&A experience but, at his heart, a retailer. Our strategic vision is to lead a world of curves. In the last 12 months, we've taken huge steps towards this despite the impacts of the pandemic. We've remained focused on our 3 pillars of growth: plus size, digital and global customer acquisition, and on these measures, we have delivered. As at the end of October, we are now 78% online or digital with over 1.2 million active global customers in the plus-size market, and our traffic globally is now over 65 million visits a year. We have strong digital storefronts and partner relationships in our 3 key regions of Australia, New Zealand, the Americas and the U.K. and EU. We've commenced partner trials in Canada and also, as Michael mentioned, in the Middle East. We now have over 5,000 active products in our business across varying lifestyles, brands and price points. And our business is structured under 4 key product streams: the fashion business, led by City Chic; the conservative, led by Avenue and Evans; and also intimates; and shoes. Each of these streams has other sub-brands that represent lifestyles, and their aim is to give the design team a creative brief on what segment, price point and lifestyle we are targeting. This is our world of curves. To achieve our vision and to lead a world of curves, our strategy is to get all of our product mix across as many eyes as we can through our digital storefronts and partners and our stores all around the world. We are a digital global retailer with an EBIT percentage in the teens. Ethical sourcing is very important to me and to our business, and I'm proud of our achievements in FY '21. We published our first Modern Slavery Act statement. We achieved a green rating in the COVID-19 fashion report. We rolled out worker surveys to our top 24 factories and almost 7,000 workers, which achieved an 89% satisfaction. We began tracing our Tier 2 and Tier 3 supply chain levels. And we updated and strengthened our cotton region bans. And we're looking to introduce DNA testing of cotton so we can further learn the origins of those cottons. We managed to trace our first cotton to farm. It seems to be a small step, but for us, it is a big one. All of our online bags are recyclable, and we are working towards using recycled materials for these bags. We have commenced using sustainable fibers in certain ranges, including recycled polyester and certified viscose, all of which are a big step forward. FY '22 has continued to throw pandemic-related challenges and shows how important an online and geographically diversified business is to deliver consistent growth. And as Michael mentioned, we've still managed to achieve a lot operationally. For me, the most pleasing achievement is the performance of our City Chic or fashion stream of product mix in the U.S.A., and this is predominantly through the Avenue website or location. Allowing our customers to discover this and get used to this product and us learning what she wants has really taken us 3 seasons to refine and learn. Avenue now sells more City Chic or fashion product than any other channel in the U.S.A. I say this, and I'm really happy with this, because this is our strategy, to get all of our product mix across as many eyes as we can globally. Avenue traffic is huge, and the addition of our fashion stream and product has increased conversion, traffic and basket size and gives me great confidence in what our strategy is. It just takes a little time to learn about each customer and adjust our product mix accordingly. Our online marketplace strategy to profitably get our product in front of more eyes globally has progressed well so far in the new financial year with new partners being integrated and launched monthly. We now have all stores open. Yes, it's great to actually say that. And they're all trading well leading into the busiest time of the year. We lost 37% of all of our trading days so far this year, and the cost to our earnings, as foreshadowed in the full year results in August, was around $1 million a month. We now trade in 90 stores with 3 new store openings, 3 conversions to larger format and 2 closures of older-format stores so far this year. My aim is to get all of our store fleet to the new format within 2 years, and we will continue to close stores where the right rents cannot be achieved. However, as Australia starts to recover, there is a rise in COVID cases in the U.K. and Europe, and in the U.S.A., numbers are still high leading into winter. Managing this uncertainty is the new normal, and the leadership team at CCX has shown an amazing ability to adapt and move with our customer. I'm very grateful for the hard work of -- each of them have put in, and together, we are ready for any challenge we may face. Moving to the outlook for FY '22. We have achieved strong total revenue growth and comparable sales growth so far in FY '22. Despite the ongoing disruptions across the business from the pandemic, our collective continues to track to plan for the full year in FY '22. Stores in New South Wales and Victoria have traded well since reopening, and online continues to grow at historical levels in ANZ. The reopening of our stores has not slowed the strong online performance. The U.S.A. is our biggest market, and growth is strong. Avenue.com is above preacquisition levels, and this has been delivered through improvements within the Avenue product range and the introduction, as I mentioned earlier, and success of the broader City Chic and world of curves assortment. Our CC U.S. online location has also delivered strong growth on last year. The U.K. and the EU have been a lot more volatile. As I mentioned at the start, it seems the pandemic is impacting Europe at an increased level again. This shows the volatility there is globally and the importance of geographic diversification. July and August in the U.K. was strong as the build of seasonally appropriate stock was doing well. In September, the progress of the inventory build was materially impacted by labor shortages and logistics issues, which impeded us getting autumn/winter product to the customer. As Michael mentioned, this product had been planned and purchased and was either in market, in a container, and we're unable to handle it to be ready to send to customers. From this, we pull back on marketing and driving traffic as we didn't have the right assortment, and I know conversion would have dropped. Notwithstanding all of these issues, Evans has still traded higher than last year so far in the first half. Now this -- it is below the FY '20 numbers that we talked about. Growth has moderated into autumn/winter due to the temporary supply chain delays that impacted the ramp-up of seasonally appropriate stock. The logistic challenges also delayed the growth potential with partners, including Zalando and Debenhams as well as our Navabi site. This is because inventory in the short term was handled through the U.K. as we only opened the EU warehouse in August following the Navabi acquisition. This is a transient situation, and we are working with our logistics partner in the U.K. to find solutions. So we can get back on track with the U.K. and EU expansion plans through the Navabi and Evans websites and all of our partners. During this period, we commissioned a third party to survey the plus-size market in the U.K. to better understand customer perceptions. In this survey, Evans had the highest awareness amongst all respondents. However, the preference to shop and purchase had dropped off due to assortment, not dissimilar to our experience in Avenue. This is exciting for me as I know we can fix the assortment in time, and the market know Evans, something much harder to achieve. Pleasingly, the integration of Navabi into our systems had been completed in full and ahead of schedule. We've moved to a larger logistics facility to allow for growth. It's too early to get a fulsome rate on the customer. As we learned from Avenue, it really takes 3 seasons to know who she is. We have some of the biggest weeks of the year coming up with Black Friday, Cyber Monday and Christmas all in the next 6 weeks. In our 2 biggest markets, U.S.A. and Australia, we have the inventory ready to drive the performance, and there is strong momentum heading into the period. In the U.K. and EU, as outlined earlier, we're not in an inventory position to capitalize on the upcoming trade, although we expect the region to trade profitably and note this market is a relatively small percentage of our global business at this stage. The earnings split in FY '22 will be different from historical trends as our business evolves with second half earnings expected to be stronger than first half earnings in FY '22 for the first time. There are a few key reasons for this. Firstly, the impact of the temporary store closures in the first half. We will further develop our recent acquisitions of Evans and Navabi into the second half. Our marketplace partners will ramp up in the second half. Our conservative product stream growth into Australia and New Zealand will increase in the second half with a greater build of inventory. And there is an ongoing shift of sales to the U.S. and U.K., which is seasonally stronger in the second half with spring and summer. Global shipping continues to be a challenge. We are taking actions to mitigate the risks around this from a cost and timing perspective. On a cost level, our increased volumes have resulted in greater buying power and lower input costs. And at the timing level, we've added an additional 2 months lead time into shipping and production to ensure the garments are in market when required. This will lead to an inventory build of around 2 months cost of goods sold on current levels to ensure our continued growth. We are also growing our inventory in line with our sales in our established markets and have work to do in the U.K. and EU on inventory build to achieve what I see as our potential in these markets. I would like to finish by thanking 2 very important people: Michael Hardwick and Munraj Dhaliwal. Both of you have been on this journey with me from the start and have shared the ride that CCX has been for me. Together, following the divestment of 5 other brands from SFG, we grew CCX to be an almost $1.5 billion company, an achievement I am very proud of and you have both been a massive part of. Michael, you've grown me more than anyone else in my career, and I will always call you when I have a question as a mentor and as a friend. The divestment and CCX as a business would not have gone down this path and achieved what we have without you. I will always be grateful. Munraj, you're my partner in this sensational ride, and I would not have wanted to do it with anyone else. You've impacted our business in nearly every part of it, and we would not be here today without you. You've also been a friend and will be missed. Thank you. I will now pass back to Michael Kay, our Chairman.

Thank you, Phil. Okay. So turning now to the matters formally before the meeting. As the notice has been circulated to our shareholders, I propose to take the notice convening the meeting and the items of business as read. The company did not receive any written questions prior to the meeting. Shareholders will be given an opportunity to ask questions in relation to the business of the meeting, including the resolutions that are being put to the meeting, during the course of the meeting and before any vote is conducted. Shareholders will also be given the opportunity to ask general questions about the business and operations of City Chic, not specifically related to the items of business, but that will be at the end of the meeting. If you have any questions that don't relate to an item of business, please save those questions until the end of the meeting. [Operator Instructions] Shareholders participating on the phone would have received a unique PIN number from the share registry. [Operator Instructions] Further information is available on the virtual meeting online guide and shareholder conference line, which you can download by clicking the relevant document under Download on the bottom right-hand corner of your screen. Please note, only shareholders, proxy holders or shareholder company representatives may vote. Voting on the resolutions will be conducted by way of poll, and I now declare the poll open. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated, and please refer to the virtual meeting online guide or use the help line specified. Now moving to the ordinary business of the meeting. The first item of business on the agenda is to put before the meeting the annual report of the company and its controlled entities for the 2021 financial year, including the financial statements and the reports of directors and the auditor of the company. These documents have been made available to shareholders and are also available via the ASX and the company's investor website. There is no vote required on this item of business. I now invite any questions in relation to those reports, including any question of the company's auditor relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. Are there any questions received by telephone in this matter?

Chairman, there are no questions received by telephone in relation to this matter.

Thank you. Are there any questions received online regarding the reports or for the auditor?

I have one question, Chairman, but I think it relates more probably to the general business, so we may save it until the end. But there are no other questions at this time related to this particular item of business.

Thank you. As there are no questions related to this item of business, we will keep that other question. Thank you, Company Secretary. But we'll now move on to the second item of business. The next item on the agenda is the consideration of resolution 1, which is to adopt the remuneration report, which is included in the directors' report in the annual report. In accordance with the Corporations Act, the vote on this resolution is advisory only, and the outcome is not binding on the Board. Of course, the Board does take these resolutions very seriously, and the Board will consider the outcome of the vote and any feedback from shareholders at this meeting when considering the company's remuneration policies. In the remuneration report, we've endeavored to provide shareholders with detailed disclosure regarding the terms of and rationale behind the company's remuneration framework in FY 2021. We believe that City Chic's remuneration approach provides good alignment between business objectives, shareholder value and executive remuneration, which motivates and retains our talented executives. Are there any questions received by telephone on this matter?

Chairman, there are no questions received by telephone in relation to this resolution.

Thank you. Are there any questions received online or comments relating to the remuneration report?

Chairman, there are no questions online in relation to this resolution.

Thank you. Noting that each director has a personal interest in their own remuneration from the company, as set out in the remuneration report, shareholders are asked to adopt the remuneration report and vote in favor of resolution 1. The proxies which have been received in relation to this resolution prior to the meeting are now shown on the screen. For the proxies open at the Chairman's discretion, I intend to vote in favor of the resolution. And we will now pause for a moment to give you an opportunity to vote on resolution 1. Please now select either for, against or abstain for resolution 1 on the voting card. [Voting]

We now move to the next item of business. And as the next item on the agenda concerns my reelection, I will now hand over to Megan Quinn, Chair of the company's People, Culture and Remuneration Committee, to chair the next item on the agenda.

Thank you, Michael. Good morning, everyone. The next item on the agenda is the reelection of Michael Kay, the company's Chairman, as an independent nonexecutive director of the company. Biographical information about Michael is available in the Notice of Meeting. Michael joined the company in October 2018 and subsequently assumed the position as Chair in November 2018. As mentioned, he is an independent nonexecutive director and a member of the People, Culture and Remuneration Committee and a member of the Audit and Risk Committee. Michael has significant listed company experience and brings a broad range of commercial experience to the Board. Michael is currently the Chair of Omni Bridgeway. Michael was the Chair of Lovisa Holdings Limited until his retirement in October 2018 and was previously the Chair and Nonexecutive Director of ApplyDirect Limited until March 2019. Michael was the Chief Executive Officer and Managing Director of McMillian Shakespeare for 6 years and previously held a number of senior executive roles at AAMI, including Chief Executive Officer. Michael also has spent 12 years in private legal practice specializing in commercial law. The reelection of Michael Kay is unanimously recommended by the Board with Michael abstaining. His leadership and experience is a great asset to the company, and he brings significant contribution to Board discussions. Are there any questions received by telephone on this matter?

There are no questions received by telephone in relation to this resolution.

Thanks very much. Are there any questions received online relating to this resolution?

Chair, there are no questions online in relation to this resolution.

Thanks, Company Secretary. The proxies received in relation to this resolution prior to the meeting is shown on the screen. For proxies open at the Chair's discretion, I intend to vote in favor of the resolution. We will now pause for a moment to give you an opportunity to vote on resolution 2. Please now select either for, against or abstain for resolution 2 on the voting card. [Voting]

I'll now hand back to Michael to chair the remainder of the meeting.

Thank you, Megan. The next item on the agenda is resolution 3, the election of Mrs. Natalie McLean as an independent nonexecutive director of the company. Natalie McLean was appointed as a director in accordance with clause 23.6 of the Constitution and joined the Board in August of this year. Natalie is also a member of the Audit and Risk Committee and the People, Culture and Remuneration Committee. She now offers herself for election. As previously mentioned, Natalie has 30 years of experience in the retail industry, including senior roles in Giordano, Rip Curl, and, of course, the Cotton On Group, where her focus has been on customer, channel development and growing their businesses globally. Natalie is currently a Director and the Chief Retail Officer of the Cotton On Group, a Director of the Cotton On Foundation and a Board member of the Geelong Racing Club. The election of Natalie McLean is unanimously recommended by the Board with Natalie, of course, abstaining. Natalie's extensive global retail experience has further strengthened the Board and complements the expertise of existing directors. Are there any questions received by telephone on this matter?

Chairman, there are no questions received by telephone in relation to this resolution.

Thank you. Are there any questions received online relating to this resolution?

Chairman, there are no questions online in relation to this resolution.

Thank you. The proxies received in relation to this resolution prior to the meeting is shown on the screen. And for proxies open at the Chairman's discretion, I intend to vote in favor of the resolution. We'll now pause for a moment to give you an opportunity to vote on resolution 3. And again, please now select either for, against or abstain on your voting card. [Voting]

Okay. The next item on the agenda is resolution 4, the election of Mr. Neil Thompson as an independent nonexecutive director of the company. Neil Thompson was appointed as a director in accordance with clause 23.6 of the Constitution and joined the Board in August of this year. As mentioned earlier, Michael Hardwick will step down from his role on the Board at the conclusion of this meeting. Neil assumed the role of Chair of the Audit and Risk Committee from Michael earlier this year. Neil is also a member of the People, Culture and Remuneration Committee, and he now offers himself for election. Neil has significant financial, operational and strategic experience from a broad range of senior roles and industries, including in the freight and logistics, industrial products and technology sectors. As previously mentioned, Neil was Chief Financial Officer of Ascender, a payroll software and services company, has worked at Alesco, Amatek, TNT and Elders IXL and is currently a Director of the Australian World Orchestra. The election of Neil is unanimously recommended by the Board with Neil, of course, abstaining. Neil's extensive experience in finance, technology and operations has further strengthened the Board and complements the expertise of existing directors. Are there any questions received by telephone on this matter?

Chairman, there are no questions received by telephone in relation to this resolution.

Are there any questions received online relating to this resolution?

Chairman, there are no questions online in relation to this resolution.

Thank you. The proxies received in relation to this resolution prior to the meeting are shown on the screen. And for proxies open at my discretion, I intend to vote in favor of the resolution. And we'll now pause for a moment to give you an opportunity to vote on resolution 4. Please again select either for, against or abstain on your voting card. [Voting]

Okay. The last item on the agenda is resolution 5, which is the renewal of the proportional takeover provisions in the company's Constitution. As noted in the Notice of Meeting, clause 14.6 of the company's Constitution includes proportional takeover provisions which enable the company to refuse to register shares acquired under a proportional takeover bid unless shareholders approve the bid. Under the Corporations Act, proportional takeover provisions expire 3 years from adoption or renewal and may then be renewed. The company is seeking shareholder approval to renew these provisions under section 648G(5) of the Corporations Act. The proportional takeover provisions are identical to those included in the company's existing Constitution, which have not been the subject of a prior renewal as the company's existing Constitution was adopted by the company at its 2018 Annual General Meeting on 9 November 2018. Further information about the effect of the provisions and the potential advantages and disadvantages of the provisions are included in the Notice of Meeting, which I will take as read. The Board recommends voting in favor of resolution 5 for the renewal of the proportional takeover provisions. Resolution 5 is a special resolution and so requires the approval of 75% or more of the votes cast by shareholders. Are there any questions received by telephone on this matter?

Chairman, there are no questions received by telephone in relation to this resolution.

Thank you. Are there any questions received online relating to this resolution?

Chairman, there are no questions online in relation to this resolution.

Thank you. The proxies received in relation to this resolution prior to the meeting are shown on the screen. For proxies open at the Chairman's discretion, I intend to vote in favor of the resolution, and we'll now pause again for a moment to give you the opportunity to vote on this resolution. Again, select for, against or abstain on your voting card. [Voting]

Our shareholders are reminded that they can submit their vote online until 5 minutes after the meeting closes. And ladies and gentlemen, that does conclude the business of the meeting. And on behalf of the Board, I would like to thank you for your support, and I now declare the meeting closed. The results of the poll will be announced to the ASX later today, and we'll now take any general questions about the company not related to the items of business. Are there any questions received by telephone?

Chairman, there are no questions from holders participating on the telephone.

Thank you. And I believe we do have at least one question online.

Chairman, we have received the following question from [ Damien Diamond ]. "Is the second half skew for the business a new normal going forward beyond this year? Or is it more reflective of the COVID disruptions currently being experienced in various regions?"

Yes. Thank you for that question, and it is a good question. We believe it's more the second, in other words, the COVID impact on the stores than the latter. Having said that, our observation of the sales in the Northern Hemisphere are that they do tend to be very strong coming into the spring and summer period. Phil, did you want to add anything to that answer?

No, I think you've covered it, Michael. It is -- obviously, normal is a very, very hard word to define at the moment with all of the disruptions. There definitely, as the U.K. and the U.S. grow as a portion of our business, as I said in my speech, the sales will skew towards spring and summer in those regions, and we will be watching it as we go every month and every week.

Thanks, Phil. Are there any further questions?

Chairman, there are no further questions online.

Well, if there are no further questions, could I thank you all for your attendance and your participation in this meeting? Could I also thank you very much on behalf of all of us at City Chic for your support of the company? And we're looking forward to another year of profitable growth and moving towards our vision of leading a world of curves. Thank you very much.