ClearView Wealth Limited (CVW) Earnings Call Transcript & Summary

Good morning, everyone. My name is Geoff Black, and I'm the Chairman of ClearView Wealth Limited. Welcome, and thank you for attending today's Scheme Meeting at which ClearView shareholders will vote on the proposed scheme. If the scheme is approved and implemented, all the ordinary shares on issue in ClearView will be acquired by Zurich Financial Services Australia Limited by way of the scheme. Detailed information about the scheme is set out in the scheme booklet, dated 23rd of June 2026, which was sent to ClearView shareholders before this scheme meeting. Any terms that I use in my address to the scheme meeting that are defined in the scheme booklet have the meanings given to them in the scheme booklet. Today's scheme meeting will be held as a hybrid meeting with attendees in person and online. The online scheme meeting platform enables ClearView shareholders and duly appointed proxies, attorneys and corporate representatives of ClearView shareholders who are attending the Scheme meeting virtually to listen to the scheme meeting and cast a vote and ask questions online. I'll provide an explanation of the processes and procedures for asking questions and voting shortly. As it is now slightly past 10:00 a.m. in Sydney being the scheduled commencement time for the Scheme Meeting and the Company Secretary has informed me that a quorum is present, I declare the Scheme Meeting open. I would like to introduce the other members of the ClearView Board who are present at the Scheme Meeting either in person or virtually. They are Nadine Gooderick, Managing Director and Chief Executive Officer; Jennifer Lyon, Independent Non-Executive Director, who I believe, is online virtually; Linda Scott, Independent Non-Executive Director; Edward Fabrizio, Independent Non-Executive Director; Nathanial Thompson, Non-Executive Director. I believe Michael Alscher is online virtually, Nat. Thanks. Also in attendance today is our Chief Financial Officer, Mr. Athol Chiert; and Group Executive General Counsel, Corporate and Chief Risk Officer and Company Secretary, Ms. Judilyn Beaumont. Representatives of the ClearView share registry, Computershare, are also present to assist in the voting process of the Scheme Meeting. The Notice of Scheme Meeting was included in the scheme booklet and was given in accordance with orders made by the Supreme Court of New South Wales at the first court hearing on Monday, 22nd of June 2026. The scheme meeting has also been convened in accordance with those orders. As the scheme booklet was released to the ASX on 23rd of June 2026 and subsequently sent to ClearView shareholders, I will take the notice of Scheme Meeting as read. Before voting on the scheme resolution closes, I will provide you with an explanation of how ClearView shareholders and duly appointed proxies, attorneys and corporate representatives of ClearView shareholders can ask questions and the voting processes and procedures at this meeting. An overview of the proposed scheme and the purpose of the Scheme Meeting, a summary of the key reasons for ClearView Directors' unanimous recommendation in respect of the scheme and a summary of the independent expert's conclusion in respect of the scheme. A summary of the status of the conditions precedent to the scheme becoming effective and the indicative timetable for the implementation of the Scheme and a summary of the valid proxy votes received before the scheme meeting. The Notice of Scheme Meeting and the Scheme Meeting online guide, both of which are attached to the scheme booklet, provide ClearView shareholders with information on how to participate in and ask questions and vote at the scheme meeting. ClearView shareholders and duly appointed proxies, attorneys and corporate representatives of ClearView shareholders attending in person and online can ask questions about the scheme and the scheme resolution during the Scheme Meeting. If you are attending the scheme meeting online, questions can be submitted through the online scheme meeting platform at any time from now. To ask a question in writing, click on the Q&A icon on the web page, select the topic your question relates to from the dropdown list, type your question in the text box and press the send icon. To ask questions verbally via the online scheme meeting platform, please follow the instructions under the Scheme meeting broadcast window on the web page. If you have any technical issues asking a question verbally via the online scheme meeting platform, please return to the online scheme meeting platform and ask your question in writing through the Q&A function. ClearView shareholders attending in person will also have a reasonable opportunity to ask questions at this scheme meeting. Questions will be moderated to avoid repetition. And if questions are particularly lengthy, we may need to summarize them in the interest of time. Depending on the question asked, I will either answer it myself or ask another member of the ClearView Board to respond as appropriate. I may take a question on notice, if necessary. If you are attending the scheme meeting online and would like to ask a question, I encourage you to submit your question as soon as you can. I will open the scheme meeting to questions before voting on the scheme resolution before the scheme resolution closes. Questions submitted through the online scheme meeting platform will also be addressed at that time. I would now like to briefly summarize the voting procedures that will apply to the Scheme Meeting. The only item of business at the Scheme Meeting is the scheme resolution, which is set out in full in the Notice of Scheme Meeting. Voting on the scheme resolution will be conducted by way of a poll. For the purposes of determining eligibility and entitlements to vote at the Scheme Meeting, ClearView shares will be taken to be held by the persons who are registered ClearView shareholders as at 10:00 a.m. Sydney time on Saturday, the 25th of July 2026. Those ClearView shareholders and duly appointed proxies, attorneys and corporate representatives of those ClearView shareholders are entitled to vote on the scheme resolution. If you are attending the scheme meeting in person and are eligible to vote at the Scheme Meeting, you may vote on the scheme resolution by either using the blue paper polling card made available to you at the scheme meeting or using your own mobile device to scan the QR code on the front of your blue paper polling card to log into the online scheme meeting platform and vote electronically. ClearView shareholders and duly appointed proxies of ClearView shareholders who have undirected or open proxy directions who are voting by way of a paper polling card will need to mark a box beside the Scheme resolution on their blue paper polling card to indicate how they wish to cast the applicable votes for, against or abstain. If you are a duly appointed proxy of an eligible ClearView shareholder and are voting by way of a paper polling card and only have directed votes, as shown on the summary of votes attached to your polling card, you do not need to do anything other than place your blue polling card in a ballot box. When you have completed your polling card, please place it in a ballot box at the allotted time to ensure the applicable votes are counted. If there is any person present who believes they are entitled to vote on the scheme resolution, but does not have a blue polling card, please raise your hand and a member of the Computershare team will assist you. If you are voting online and eligible to vote at the scheme meeting, the vote icon will appear once I declare the poll on the scheme resolution open. Once you click the Vote icon, the scheme resolution will appear and present you with the applicable voting options. Please select how you wish to vote from those options to cast your vote on the scheme resolution. A tick will appear to confirm receipt of your vote. There is no need to press a submit or send button as the vote is automatically recorded. You will be able to change your vote until I declare the poll on the scheme resolution closed. To change your vote, select click here to change your vote and press a different option to override your previous selection. Glen Rogers from the ClearView share registry, Computershare, will act as returning officer for the purpose of conducting and determining the results of the poll on the scheme resolution. So that ClearView shareholders and duly appointed proxies, attorneys and corporate representatives of ClearView shareholders have ample time to cast their votes on the scheme resolution, I now declare the poll on the scheme resolution open, so you can vote at any time from now until I close the poll. I will provide a warning before I do so. The purpose of the scheme meeting is for ClearView shareholders to consider and vote on the scheme. If the scheme is approved by the requisite majority of ClearView shareholders today and is subsequently implemented, ClearView shareholders will receive consideration under the scheme of $0.65 in cash for each ClearView share held on the record date in respect of the scheme, less the aggregate cash amount per ClearView share of any permitted dividend paid before the scheme is implemented. As explained in the scheme booklet under the scheme implementation deed, ClearView is permitted to pay permitted dividends of up to $0.05 per ClearView share before the scheme is implemented, each of which may be fully franked. As ClearView announced to the ASX on Friday, the 24th of July 2026, the ClearView Board has determined to pay a fully franked permitted dividend in the form of a special dividend of $0.05 ClearView share conditional on the scheme becoming effective. As described in the scheme booklet, if the scheme becomes effective and the special dividend is paid by ClearView, in accordance with the scheme implementation deed, the scheme consideration will be reduced from $0.65 per ClearView share to $0.60 per ClearView share and certain ClearView shareholders may be able to realize the benefits of up to $0.0214 of franking credits per ClearView share attached to the special dividend, such that the aggregate of the scheme consideration, the special dividend and the value of these franking credits may be up to approximately $0.67 per ClearView share for these ClearView shareholders. However, whether and to extent to which a ClearView shareholder will be able to realize the benefit of any such franking credits will depend on that ClearView shareholders' individual circumstances. Detailed information about the scheme is set out in the scheme booklet. As set out in the scheme booklet, the ClearView directors unanimously recommend that ClearView shareholders vote in favor of the scheme resolution at the scheme meeting. In the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of ClearView shareholders, subject to the same qualification, each ClearView Director who holds or controls ClearView shares intends to vote or cause to be voted all ClearView shares that he or she holds or controls in favor of the scheme resolution at the scheme meeting. As at the date of the Scheme meeting, no superior proposal has been received by the ClearView Board. The scheme booklet sets out in detail the reasons for the ClearView directors' unanimous recommendation and reasons to vote in favor of the scheme as well as reasons why ClearView shareholders may wish to vote against the scheme. These reasons are briefly summarized on the screen. In making the unanimous recommendation in respect of the scheme, the ClearView directors carefully consider the advantages and disadvantages of the scheme and of ClearView remaining as a stand-alone ASX-listed company, including the risks and opportunities relating to the implementation of ClearView's strategic plan. While the ClearView Board continues to believe in ClearView's strategic plan and the ClearView management team's ability to implement that plan if the scheme does not proceed, the ClearView directors' view is that the scheme consideration of $0.65 per ClearView share provides ClearView shareholders with attractive certainty of value and cash liquidity for their ClearView shares and that the reasons for the ClearView shareholders to vote in favor of the scheme outweigh the reasons for ClearView shareholders to vote against the scheme. The ClearView Board appointed Grant Thornton, as the independent expert to assess the merits of the scheme. The independent expert concluded that the scheme is fair and reasonable and in the best interest of ClearView shareholders in the absence of a superior alternative proposal emerging. As outlined in the independent experts report, the independent expert has determined that the fair market value of ClearView shares on a control basis is in the range of $0.625 to $0.764 per ClearView share and the scheme consideration of $0.65 per ClearView share is within this valuation range. A copy of the independent expert's report is attached to the scheme booklet. At the time of the scheme meeting, implementation of the scheme remains subject to a satisfaction or if applicable, waiver of the following conditions precedent. The approval of the scheme by the requisite majority of ClearView shareholders, which is why we are holding the scheme meeting today. The approval of the scheme by the Supreme Court of New South Wales, which will be sought following this scheme meeting if ClearView shareholders approve the scheme by the requisite majorities and other customary conditions precedent, which are described in detail in the scheme booklet. As at the time of the scheme meeting, the ClearView directors are not aware of any circumstance which would cause any of the outstanding conditions precedent to not be satisfied. If the scheme is approved by the requisite majority of ClearView shareholders at today's scheme meeting, the expected next key dates under the current indicative timetable for implementation of the scheme are: ClearView will apply to the court orders approving the scheme at the second court hearing, which is currently scheduled for Thursday, the 30th of July 2026. If the court makes those orders, ClearView proposes to lodge an office copy of the orders of the court with ASIC on Friday, the 31st of July 2026, at which time the scheme will become effective and ClearView will apply for the official quotation of and trading in ClearView shares on the ASX to be suspended from close of trading on Friday, the 31st of July 2026. If the scheme becomes effective for ClearView shareholders on the ClearView share register on the special dividend record date, which is currently expected to be 7:00 p.m. Sydney time on Wednesday, the 5th of August 2026, we paid the special dividend of $0.05 per ClearView share in respect of the ClearView shares they hold as at that time on the special dividend payment date, which is currently expected to be Wednesday, the 12th of August 2026. The record date in respect of the scheme is expected to be 7:00 p.m. Sydney time on Thursday, the 13th of August 2026. All ClearView shareholders will be entitled to receive $0.60 in cash for each ClearView share held on the scheme record date, which is the scheme consideration per ClearView -- $0.65 per ClearView share less the aggregate cash amount per ClearView share of the special dividend. And the scheme is expected to be implemented on Thursday, the 20th of August 2026, which is when the scheme consideration is expected to be paid to ClearView shareholders who held ClearView shares on the scheme record date. Each ClearView shareholder that holds ClearView shares on both the special dividend record date and the scheme record date will receive total cash payments, comprising the scheme consideration and the special dividend of $0.65 for each ClearView share held on both the special dividend record date and the scheme record date. I note that these dates are indicative only and subject to change, including as a result of the court approval process. Any changes to these dates or times will be announced to the ASX. We will now move to the formal business of the Scheme Meeting. As I noted earlier, the only item of business at the scheme meeting is the scheme resolution. The scheme resolution as set out in the Notice of Scheme Meeting is the following resolution in accordance with Section 411 of the Corporations Act. That pursuant to and in accordance with Section 411 of the Corporations Act, the scheme, the terms of which are contained in and more particularly described in the scheme booklet of which this Notice of Scheme Meeting forms part, is approved with or without modifications, amendments and/or conditions as approved by the court and agreed by ClearView and Zurich in writing. In accordance with the Corporations Act, the scheme resolution must be approved by a majority in number being more than 50% of ClearView shareholders present and voting either in person, online, by proxy or attorney or in the case of a corporate holder by duly appointed corporate representative at the scheme meeting and at least 75% of the votes cast by ClearView shareholders on the scheme resolution. As described in the scheme booklet and the Notice of Scheme Meeting, voting on the scheme resolution will be conducted by way of a poll. As stated in the scheme booklet, in my capacity as Chairman of the Scheme Meeting, I intend to vote all undirected and other available proxies in favor of the scheme resolution. The valid proxy votes received in respect of the scheme resolution are now displayed on the screen and are as follows: 476,059,222 votes in favor of the scheme resolution from 239 ClearView shareholders. 7,213,222 undirected votes on the scheme resolution from 13 ClearView shareholders, which may be voted at the proxy holders' discretion. I've been appointed as the proxy holder of all these undirected votes on the scheme resolution from all 13 of those ClearView shareholders in my capacity as Chairman of the Scheme Meeting as disclosed in the scheme booklet, I will vote these in favor of the special scheme resolution and 3,202,028 votes against the scheme resolution from 22 ClearView shareholders. Two ClearView shareholders representing 22,400 votes who submitted valid proxies abstained from voting on the scheme resolution and are accordingly not counted when determining whether the scheme resolution has been approved by the requisite majorities of ClearView shareholders.

I would like to take this opportunity to answer questions from ClearView shareholders and duly appointed proxies, attorneys, corporate representatives of ClearView shareholders regarding the scheme or the scheme resolution. Judilyn, have any questions been submitted in writing, including through the online scheme meeting platform? Or is there anyone who is waiting to ask a question in person or online?

Yes, there is a question from Mr. Stephen Mayne. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX dropping 11% since January 2023 to 2042 on 30 June 2026. There is clear mispricing between public markets and private markets, but is there also a problem with the scrutiny and extra regulation of smaller ASX-listed entities, which don't benefit from index investing.

I don't think that question pertains to the issue at hand with respect to this meeting. So I'm not sure I'm in a position to answer that.

I have another question from Mr. Stephen Mayne. Will you disclose the proxy position to the ASX along with the formal addresses to allow more fully informed debate? And what sort of solicitation campaign did you run to get the vote out? What percentage of the register ended up voting by proxy? And were you happy with this number?

In terms of the numbers there, Judilyn, I might have to hand that over to you, if you know, we may have taken.

We will be releasing the full numbers after this ASX announcement. In the presentation, the current numbers are listed there. Another question from Mr. Stephen Mayne. Last year's annual report disclosed that nonexecutive directors were paid about $830,000 in 2024, '25. There won't be another annual report, so we won't know what they're paid in '25, '26. Could the Chair comment on where that figure is likely to land and whether directors have paid themselves any exertion payments given all the hard work they've put in to get this deal done?