Dicker Data Limited (DDR) Earnings Call Transcript & Summary
May 20, 2022
Earnings Call Speaker Segments
David Dicker
executiveGood morning, ladies and gentlemen. My name is David Dicker, and it's my pleasure to coming in to here to welcome those of you here in person today and those participating via the audio conference at the AGM of Dicker Data Limited. It's now just passed 2 p.m., the nominated time for the meeting, and I've been informed that a quorum is present. I note that the meeting has been validly constituted, and I'm pleased to declare the meeting open. Notice of the meeting was made available to all registered shareholders within the notice period required. With your consent, I will take that document as read. As set out in the Notice of Meeting, voting on all resolutions will be decided on the poll. In order to provide someone -- everyone with an opportunity to vote in the case anyone cannot stay for the whole meeting, I will now formally declare the poll open. I would like to begin by introducing my fellow directors that are present today. Fiona, Mary, Vlad, Ian, Kim and Leanne who's on the phone like I am. We also have Tim Aman and Robbie Snow from the company's auditors BDO, Company Secretary, Erin McMullen, and representatives from the company's share register Link Market Services they were also providing the virtual meeting platform today. There are several components to today's meeting. Firstly, I will provide an update on the business from a high-level strategic perspective, then there will be a detailed overview of the group's performance for the 2021 financial year and half year 2022, which would be provided by Mary and Vlad. We will allow time for questions and comments on the business at this time. [Operator Instructions]. I encourage shareholders attending online and who have questions to send their questions through as soon as possible. For shareholders attending in person who wish to ask a question or make a comment. Please raise your hand, and we will call on you. For those of you attending online, the online platform is now open for shareholders' questions or comments. Online questions that are relevant to the business of this meeting will be read out, verbatim to the meeting on your behalf. We have received a number of questions prior to the meeting, and we have sort to address these in the upcoming presentations. Finally, we will commence with the formal business of the meeting where, the resolutions provided in the Notice of Meeting will be put to shareholders. We will allow time for questions and answers regarding the resolutions before proceeding to vote on them. I'm now going to hand the meeting over to Mary to give a more detailed view of the company's performance.
Mary Stojcevski
executiveHi. Good afternoon, everyone, and welcome, and thanks for joining us here and those joining us online for our '22 AGM covering off the resolutions and the financials for the FY '21 year. We had already released our results in February and in respect of the FY '21 year, and it was a strong result across the board within the business. The high level results in terms of revenue. The company is now trading at the $2.5 billion mark with our Q1 results released not too long last week in respect of where we are looking to track for FY '22. In terms of the FY '21 year, revenue was up 24%. EBITDA, 29.9%. And within that revenue number, our recurring revenue was also up around that 20%, now tracking at about $520 million. Net profit after tax finalized at $73.6 million, resulting in earnings per share of $0.426. If you look at the financial trends for the business, the track record over the last 5 years in terms of returns and growth, we've got revenue growing at a CAGR of 17.4%, equally EBITDA and as we're starting to get leverage from our cost line growing at 25.5%. In terms of margins and it's been an interesting 24 months in terms of IT and distribution and supply chain, and some of that's playing out in the margins that we're seeing and delivering on. And comparably in FY '20, there was a significant material increase in margins as a result of the disruption in the COVID shutdowns that happened at the time and IT as an industry being a beneficiary in that time period. We've always called it out that we would see margins coming back a bit and operating within what we consider to be normalized and the trends from the 3 years prior are more indicative of where we expect to see our margins going. And with our Q1 results that we released, which we'll give you a bit more color on in our business update, we did certainly see that come back, even though longer term, for the year, as we've called out, we do expect them to be around that 9% mark. Again, if the historical trends, we're continually adding in terms of basis points in our net profit margins that we're delivering on as well. A bit more detailed look at the breakup of the results of FY '21. In terms of the cost structure, again we're seeing -- achieving a bit more leverage from the cost base and cost -- operating costs as a percentage of sales are trending down, and that trend was evident in our Q1 results as well. And operating profit before tax, like I said, has also increased that 29% mark. In terms of the contribution of where that revenue is coming from, there's a detailed split later on in the business update on how that's split between our business units in terms of hardware and software, and Vlad will be able to elaborate on how we see that trend developing. But in terms of territory, we saw a significant contribution from our New Zealand business with growth over 127%, predominantly as a result of the Exeed acquisition that we did where the large part of that business was New Zealand based and there was a 5-month contribution from that business in FY '21. We should see the full year result as a result of that contribution in FY '22. The Exeed revenue in New Zealand accounted for $152 million, but despite that, our New Zealand business was still -- was already growing strongly and delivering growth at around that 27% mark. In New Zealand, we're seeing the margins trending a bit lower than the Australian business, predominantly because of the contribution of the retail business that came with the Exeed acquisition. The margins within that segment tend to operate at that lower level, and that's evident in the gross margins delivered on a consolidated basis in that territory. We should start seeing a bit more rationalization of costs in that region as we merge and consolidate the operations, and our aim and objective in terms of how we work on the mix and introduce more commercial part -- more commercial-type vendors within the overall mix to start seeing work towards lifting the margins. Maybe not to the level that we're seeing in the Australian segment just because of the dominance of the retail in that piece, but we will -- the aim is to consolidate costs and work on the product mix, and there's a lot of work underway in respect of that consolidation piece. So FY '21 was also a period where within the balance sheet, if we have a close look at what the makeup of the categories are there. What's evident is the significant increase in our working capital investment. Part of this has been due to the extent of disruption that's been experienced in the supply chain, inconsistent deliveries that we're experiencing and making the forecasting and ordering cycle a bit more difficult in the respective when, it's a bit unknown when deliveries are going to land. So you find a situation where we are at times, carrying more inventory than what we would like. Equally, there's an expectation from the partner community around terms, in terms of being able to satisfy complete projects and as a result, being able to get paid for parts shipments. So in effect, looking for whole solutions to be deployed before end users and partners are paying. So we're seeing debtor days going out a little bit and equally, inventory days going up, but that's not unexpected in the environment we find ourselves. And we've been in this situation before, albeit from different drivers. So we do know how to deal with it. It's just a situation of the current environment. And so the company's working capital investments constantly flexing in and out. And at this present time, based on the situation of the supply chain there is a higher investment in working capital. Also from a balance sheet perspective, the Exeed acquisition that we did last year was funded via debt. And that debt is represented on the balance sheet as well, so our net debt has increased, but our ability to service that debt continues to increase. And we are mindful of how we manage that capital allocation and reviewing our facilities as required. From a cash flow perspective, the -- just as I was calling out, the biggest increase has been in the working capital movement and then the payment for the Exeed acquisition, we're starting to see the returns of that, but that's been obviously funded via the debt facility to facilitate that. The company continue to pay quarterly dividends. It's been a long-established dividend policy. The policy is around paying out 100% of the net profit after tax. There is effectively a quarter lag in how the actual distribution of the payments happen. So the FY '21 year, total dividends paid were $0.42 a share. In respect of FY '22, we've already announced and declared the dividend for the first interim period at $0.13. That, together with the final dividend that was paid in March, would result in total dividends of $0.54 per share being paid during the FY '22 year, which represents a 44% increase on the prior year. The company will be retaining the DRP as well. So there's an opportunity there to participate via that scheme. It's probably more relevant in respect of what's going -- what's sort of happening in FY '22 and where we currently find ourselves considering all the activities that have been underway with the business. We released our quarter results for Q1 '22. And again, a very strong outcome in terms of delivery of revenue growth and profit growth, continuing on the trajectory that we've established in terms of the trends that the company has been on. The revenue for the quarter closed at $673 million, which was a 50.5% increase. Now part of that does include the Exeed acquisition, which isn't in the comparable period. But that still leaves a significant organic growth of over 30%. Partly attributable to vendors that we brought on last year, that also may not have been in the comparable period, but we certainly experienced growth with our existing key vendors as well. So it's the foundations are there in terms of the demand and the growth prospects for the business, and Vlad will give you more color around the environment around -- that we're operating in respect of where each of those vendors and business segments sit. As I said earlier, gross margins, there's a bit of pressure on gross margins, partly around product mix. There's the Exeed contribution with the retail business that is at lower margins and also the product mix in respect of how it's going out to our partner community and which partners we're selling at and the margins you can derive from that partner segment, partly driven by the supply disruption and what's available. So larger project deals going to larger enterprise customers at generally lower margins than our core segment, partner segment of SMB mid-market type customers. So that's reflected in the average margins. And that's comparable against an unusually high March, which we had a very significant March the previous March quarter, the previous year. What's encouraging, though, is costs continually declining as a proportion of sales, which we are then benefiting from this scale that the business has been able to deliver. And it's also flowing through to the bottom line with operating profit before tax increasing over 22% as well, which puts us in a really good place for the rest of the year. There's a lot of momentum in terms of the -- all the different business segments, and we'll be able to give you a little bit more background on that when Vlad gives you the business update. To cater for all this growth and the ability to service our customers, as you can see here at our new facility, which we moved into last year, at the time, we had created -- there was an increase of warehouse space of over 80% compared to where we had been previously. The initial thought process was it might take a couple of years to fill that up. But based on the increased inventory holdings, based on the diversification of our portfolio with the new businesses we've acquired, the warehouse is actually full. So we are planning for Stage 2 already. If you've driven around, you would have noticed the land has been cleared. The plans have been finalized in terms of engineering and building plans and the project is going to go to tender, hopefully, in June with the view to start building in July, possibly finish by the end of the year, if possible, to cater for the growth opportunities that we're still seeing in the market. So that's -- that will give us another 16,000 square meters of warehouse space. We still have the ability to expand offices because we haven't fitted it out entirely in respect of the footprint. So there's still an opportunity to grow from the administration side of the business. We are running out of room of desks as well. So yes, there's been a lot happening in the business. And on that note, I'll pass it over to Vlad to give you our business update.
Vladimir Mitnovetski
executiveThank you, Mary. All good, that's working. Excellent. Good afternoon, everyone, everyone in the room, everyone online, a lot of familiar faces in the room. I'm sure a lot of very loyal and strong shareholders to Dicker Data online as well. Welcome, everyone. I'll give you a bit of a business update just to -- tried to show you the environment we're working in, challenges that we're facing, opportunities that's coming along with those, and how do we, as an organization, see our next couple of years and the opportunity that is in front of us. So obviously, the last couple of years, we've had a challenge with COVID lockdowns, which resulted in a lot of logistical nightmare, ship shortages. Demand is very strong. Supply is not catching up. But also, we had challenges with inflation, cost of living, and a lot of other things that's coming up right now in our region. But one thing that comes in mind when we need to deal with these challenges is you need to -- we are big believers in digital transformation. All small companies, medium-sized and enterprise companies thinking how do we effectively deal with those challenges that's coming in. And the only one answer is we need to become more effective. We need to become more efficient. We need to become digital. So the last couple of years, including now, we're seeing unprecedented demand for digital transformation projects. I think a lot of people caught up in the beginning of COVID, how unprepared they were. They didn't have a small e-commerce platforms. They didn't have a really good digital setup of their businesses when they overnight had to go home and continue doing their business. Business continuity policies supported with a very strong digital transformative platforms, but just not there. And I think a lot of businesses really realized it. So what we're seeing right now is, like I've said, a huge demand for the digital transformation projects. The factories cannot keep up. They just simply cannot keep up and producing enough, components, chipsets, any other equipment. Now obviously, we've had a lot of other industries is now come with the chipsets, like automotive. Most of the cars are now equipped with the computer chipsets. Most of their white goods, fridges, vacuum cleaners, we sell a robotic vacuum cleaners here, which equipped with the chipsets. So we're having that explosion of demand. So if it comes back to Dicker Data and how is it plays with us, we're obviously in the center of this digital transformation. We own somewhere around 30% of all projects and IT requirements in this region where it goes by indirect channels. So once again, a fantastic place to be in. We are locally based organization. We're very adaptable. We're very agile. We're very flexible. We know how to deal with various challenges that's coming to us, and we know how to continue servicing all our partners and our customers to ensure that their projects are continuing going. It does put certain pressures on us. And I'll go through this in a second. But again, it's all about understanding those pressures, managing them well, understanding the market and partners and really dealing with it as it comes. So why Dicker Data has been so successful in the last couple of years? Nothing just simply happens. We've been working for many, many years to put ourselves in this position, to diversify our business, to have a really good balance between the hardware and software business, to have a really nice, strong value-added skill set within the business that can go out and support our partners, have a really good config warehouse operation business that can support the main drive and the main business. And then very similar things, we look at what's going to happen in the next 5 years and how we need to get prepared for continuous challenges that things can throw at us and also where do we see the opportunity. One of the opportunities we've seen for many years is in New Zealand business. We've always been doing really well here. And we've established ourselves in New Zealand back in 2014 through our transformational acquisition of Express Data, but the business was small, and it took us a couple of years to really wrap it around. There was a great opportunity to acquire Exeed business, and it just automatically transformed us in a second largest player in New Zealand market. And once again, we've put ourselves in the position right now to take all the benefits that digital transformation is yet to bring in the New Zealand market. So business is around $300 million annual. Half of it is retail, like Mary said, based on Apple business. Half of it is commercial, well balanced, strong business. It got a success to HP portfolios, some software. Most software business with Microsoft and so forth. So opening up a lot of great opportunities in New Zealand. That acquisition been completed last year, and we're about to move into our new offices in New Zealand. We're about to move entire new warehouse facilities in New Zealand. A lot of work is going on right now. Because existing facilities for both Dicker Data .New Zealand and Exeed New Zealand were not big enough to fit in our existing business, not to say the aspirations for our growth. And I'll show you market share in New Zealand after the acquisition in a second. Another opportunity we've seen in this market is within the security business. So we acquired a Hills Security and IT distribution business. Once again, anything to do with security is absolutely booming right now. And like I said, we're very big believers in digital and anything to do with digital. We do believe that IT and IT integrators will become the heart of anything happening with all the other industries as well. So we're looking at audiovisual industry, operational industry, security integration industry. Currently, this particular business works as a stand-alone, 4,500 new partners, close to 80 vendors, all have its own ecosystem. Predominantly what we would call them as a security integrators. But slowly -- but surely and slowly, the security market, AV market, you see in the communications market, all converging all around the digital transformation. Everything in this room very soon is going to be all network-based, no cable, all digital, in the cloud or a mix between the cloud and the IT rooms. This is where we're heading. All the security surveillance and access points all going to be digitally connected. There will be no more VDRs or any analog or any cabling around. And we really believe in this. This is our thought through process. So what are we doing right now? We're laying the foundation to take -- so when this will happen, when the convergence will happen Dicker Data would be in the best possible position to take a full advantage of this. We have a great audiovisual business going already. We didn't have to acquire anyone in there. This is just a 100% natural grown business. Our New Zealand business is set up now to take advantage of all different industries. Now we brought security on board because we know it's going to converge very, very soon. Great opportunity. So as you can see through a lot of challenges, we also see a lot of opportunities, and we're incredibly optimistic about the future. So now I'll give you a little bit of a snapshot on our market share and what's been happening. So every year, we've been taking around 1% or 2% market share. And this year is not an exception. So in Australia, if we look at our corporate commercial and enterprise business, we're currently owning 33% of the market. We are the largest corporate commercial and enterprise distribution partner in this country. Via acquisition of Exeed Group, there was a small portion of Exeed Australia business, which is retail based. It's a very small, very niche, very value-added business. We fully integrated it in our Australian operations. We're running it beautifully, smoothly, great margin, and we want to learn, assess and explore how we can build up on that. This business is somewhere around $100 million in annual revenue. We know there is a great opportunity to do a lot more, but we need to maintain a value-added feature in this particular segment. We don't want to compete head-to-head with some other distributors who is very experienced and very strong in running a very smooth fulfillment type of business. Remember, our business is not a fulfillment business. We don't move boxes. Everything we do, everything we touch, we're adding value. And this particular business is not an exception. It's a great deal of value that we're offering to both our vendors and our retail partners when we're dealing with this. And most of those contracts are exclusive contracts to Dicker Data. So no other vendors have access to those vendors and to their suppliers. And we want to continue to do this. In New Zealand business acquisition of Exeed gives us 28% market share. We are still behind Ingram Micro. Ingram Micro is a very, very strong player in New Zealand, have been for years. But now we've put ourselves in an incredible position. When the portfolio is as strong as Ingram's, our partner base as strong. We're very focused, we're delivering value, and we do believe we'll be able to tackle that business and try to overtake and become a leading distributor in New Zealand in the next couple of years. This is our aim. This is our aspiration. We see a lot of great opportunities in this market. We have an amazing team in place. So we're super excited about it. So as you can see between Australia and New Zealand, give or take, we hold around 30% of available indirect business, and we're going to continue to grow year after year. You can see our vendor portfolio. It's growing, it's getting stronger. It's very diverse between hardware and software businesses. It's -- some of the vendors are -- have an exclusive relationship with us. So we'll be able to maintain a really good margin position and continue to add values to those vendors. When we do our work, there are certain ways we know we're doing a good job. Well, first is when the numbers are coming out, and it's strong, and we're all happy, and we know where we need to go. But the second thing is recognition from our vendors, and our suppliers and coming up and saying, "You guys are the best in the industry," again and again and again. And you can see a really good mix between hardware and software vendors here as well. So I'm really pleased about it. We initially -- we never had a very strong history of being a software distributor. You can see half of the recognition here is from the top security vendors, software vendors. Microsoft, Veritas, Trend Micro, Check Point, some of the biggest names globally. I'm also incredibly proud to say that we've been recognized as a diversity and inclusion champion. And as of half an hour ago, twice in a row, as we speak, there is a big event happening in Sydney City. And now we've been given a text and it said that Dicker Data have won this prestigious award again for the second year in a row, which is also amazing. And this is just a huge testament to a deep values in having diversity and gender inclusion that set up this business 44 years ago by David and Fiona. And we're continuing this beautiful culture, and it will never stop. The new vendors coming up. Every year, when I present here, there's new vendors are up, we always talk -- this is part of our job. We always talk to the new vendors. We're always trying to identify what's exciting happening in the market, which vendors are better than others, what our partners really want? And ultimately, what we're trying to achieve is that we will become very incredibly appealing to all our customers and partners to come as a one-stop shop for every value-added digital transformation project. They don't have to think of anyone else. They love dealing with Dicker Data. They have a great experience dealing with us. We've run a lot of projects with them. I don't want them not to come to us because we don't have a particular technology or we don't have a particular alliance or complementary technology to complete the deal. So this is where we're very strategically trying to bring this vendors because we know what's happening in the market. We know what's popular, I guess. We know which vendors are really driving a good value in the market, and we're trying to partner with them. It was incredibly difficult even, say, 7, 8 years ago. It's a lot -- I wouldn't say easier, but we've earned our reputation. We've earned our credibility. We've earned our place in this market. And we started to see that some of the biggest names, global names of technology vendors coming into this market, and they're actually approaching us, not us approaching them. And that's a big shift in the recognition of the work that we're doing in this market. Big names, once again. VMware was one of the strongest signing that we've done in the last couple of years. Zoom is on board, a big famous name. But again, if you look at the names and vendors that we're signing, very strategic. Jabra and Neat, Zoom are very big players in audiovisual segment of the market. VMware is the multi-cloud glue that we needed it for years and now we finally got it and so forth. With acquisition of Hills Security, we're bringing new vendors. Again, once again, these vendors are very specific, what we call a electronic and physical security and access vendors. But big names as well, Axis, Dahua and a few others, which you would probably see everywhere around you go and walk. So big market, big opportunity. Very, very excited to integrate this business. When I was saying we've put ourselves in this position to be very successful and take advantage of what's happening and ensuring that our organization is fully geared up to take all the challenges that thrown at us, there are certain things you can control, certain things you can't control. COVID, you can't control. Chipset shortage and supply disruptions, this is happening in every industry, in every territory of the world. But what we can control, we can put ourselves in a position where we can take advantage of this. And as you can see from 2012, when our biggest vendor represented over 60%, now our biggest vendor represents just over 10%. We've completely diversified our vendor portfolio. We minimized our risk, and when it comes to the partners and our customers, exactly the same thing, our biggest partner represents under 4% of our overall business. So we put ourselves in the very strong position to mitigate any risks of any partner or any vendor potentially not working with us. So that wasn't the case 8 years ago or 9 years ago. And we continue to drive this strategy. Software becoming a very big and strong part of our business. Close to $600 million, we've turned around last year, and we're aiming for a very strong double-digit growth in this business this year as well. Hardware is, obviously, the DNA of our company. We're very, very good in hardware, whether it's the transactional PCs, networking, data center, infrastructure solution business, we're very good in doing this. So both parts of the business is growing really well. Both acquisitions that we've done which is Exeed and Hills are very hardware focused. So we will probably continue to see, at least for this year, the split of hardware and software, we'll retain about the same. But software is growing naturally and it is -- would have been naturally overperforming hardware even if it wasn't for the acquisitions that we've made. So you can see that we're putting a lot of focus in this business. We'll have software business. It's efficiency platform-based -- I mean we have a huge base of partners who love to come and deal with us with software. We actually have 2, 3 very large software vendors who given us an exclusive relationship after trying to work with us. And they are big names, Autodesk, Citrix, RSA Security. They've had multiple of distributors. We started to work with them, and they love dealing with us and they decided to invest solely with Dicker Data, even knowing we're traditionally not a software distributor, but we're definitely becoming one and doing some really good things there. As you can see, last year, from a hardware point of view, every single segment is growing over 20%. We've had a bit of a softness in our server and storage business, and the reason for it is because supply shortages have affected some deliveries on some bigger projects, and we couldn't complete some of the bigger projects. The backorders on them, the demand on them is massive. And in fact, in Q1, I don't think we've those pies for the Q1 results, but our serving and storage have come back into a very strong growth in Q1 this year. So look at the opportunity -- there's so many opportunities. There was -- I believe it's one of the best time to be in this industry to be part of the IT industry. Security is a big topic of conversation, not only video surveillance and access points, but cybersecurity, cyber theft and a lot of people putting a lot of budgets to secure themselves, especially with what's happening in the world in a time we're living in, everybody wants to make sure that their data is fully secured, which we are living in a software-driven environment. So like I've said, with a big focus on software. We need a strong digitally equipped devices to access all the data. Hybrid cloud is a big phenomenon that's happening all around the world and in our industry as well. And for that, we have every single strong global Tier 1 software vendor under our portfolio and so forth. So I'll focus on a couple of big focus points where I think is very relevant to Dicker Data, and I think where we're going to get the biggest growth. So Hills acquisition, access control, video surveillance, big opportunity. The industry itself, the distribution available business is excess of $1 billion. We currently, with this acquisition, will be doing under $100 million. We believe strongly we'll be able to scale up this business, accelerate this business even with existing vendor set very quickly and very strongly and be able to take an existing market share from some of our competitors. Not to say that we're seeing a lot of gaps in our product portfolio, so we will be actively signing up new vendors into the security market. And then we will be in a very good position and ready when the market convergence starts happening, how we can overlap with an IT system integrators. It's a big opportunity for us for the next 2 to 3 years. Retail market, like I've said, we were very careful with that market until the acquisition of Exeed. We've learned, we explored. We loved it, and we want to build on it. So that business is working already quite well. We are already showing significant growth in this business, even though it's only been 9 months since the acquisition. So we will show a really good profitable top line and bottom line results in this business. 5G has stalled a little bit due to the COVID challenges. I still believe it's one of the biggest opportunities -- revolutionary opportunities in IT. It will happen. The time lines, I'm not sure at this stage because we're still having a lot of challenges with getting the right networking equipment, communication servers, storage equipment. And so -- but 5G is going to drive a lot of opportunities. And once again, we will be totally ready to take advantage of this because we have every single networking and data center vendor under this roof, much better line up of vendors than any of our competitors. Unified communication and audiovisual already a big business within Dicker Data, and it's growing double digits quarter-on-quarter, quarter-on-quarter. We continually bringing new vendors, so one -- I don't know if you've noticed one of the new vendors that we signed now a couple of months ago, it was Philips. Once again, a very strong player in this market. We've signed up Samsung large-format digital display business. They are leading market share in this area, so we're really happy to have them. There's a few vendors that we will be chasing in this segment. And again, anything to do with audiovisual is becoming digital. And again, it started to converge into where we play really, really well in that IT space. A lot of IT system integrators would never ever even touch anything to do with audio video. And now we have one of the biggest projects coming to Dicker Data from one of the biggest IT system integrators when it comes to audiovisual. It's a very exciting space. We're going to continue to build that. We're investing. We're bringing more people. So -- and it's a really good margin segment as well for us. And of course, working from anywhere, hybrid working is here to stay with us even though a lot of countries are already moving freely. International travel is opening now. A lot of businesses move into the hybrid working environment. So we need to see it as a tremendous opportunity of our existing base overnight just doubled because every single company we deal with and work with have an office setup in the office and they have an office setup at home. And now we're moving into the era where there are offices everywhere they go, whether they're sitting on the beach, whether they're flying on the plane. They need to be connected. They need to be online. They need to continue to perform their tasks. So we work with all the vendors who is making that possible. And that's what we call a digital transformation. Okay. Well, this is the end of my business update, so now I'm asking for questions.
Erin McMullen
executive[indiscernible] questions?
Vladimir Mitnovetski
executiveDavid?
David Dicker
executiveYes. Isn't someone going to send me the questions, question-by-question?
Mary Stojcevski
executiveYes, I just want to ensure we're through with the update first for those questions.
Erin McMullen
executiveThat's fine. I can read the questions out okay. There's quite a few. So now that we are a company valued at $2.1 billion by the market, of which there's 5 proxy advisers that cover us. Did any of them recommend a vote against the Board's recommendations on today's resolutions and what is our relationship with these proxy advisers?
David Dicker
executiveYes. Well, I'll let Leanne answer that one.
Erin McMullen
executiveI've managed to take Leanne off mute. I don't know if she's on mute. Leanne, can you hear us?
Operator
operatorPardon me. Leanne's line has disconnected. I'll dial her back in.
Erin McMullen
executiveConvenient.
Mary Stojcevski
executiveI can get that.
Erin McMullen
executiveOkay. Thanks.
Mary Stojcevski
executiveWe did get covered by the proxy advisers and had, I think, most of them, I'm not sure about ASA. But most of them, and whilst generally voted or some of the resolutions for the ones voted against were the remuneration report and the voting of the Executive Director on the Board. So they voted against -- recommended against.
Erin McMullen
executiveOkay. Leanne have you joined?
Leanne Ralph
executiveApologies. Yes, I just dropped off.
Erin McMullen
executiveOkay. That was just the question about the proxy advisers, which Mary answered. I don't know if you wanted to add anything more about our relationship with them?
Leanne Ralph
executiveThank you. I missed the answer to Mary's question. However, as Chair of the Rem, I liaise with the proxy advisers on an annual basis, And as Mary would have articulated they have ISS recommended about for our remuneration structure. But based -- and that was based primarily on that we had a reasonable alignment between our pay and our performance in shareholder returns. The others, we don't tick all of their boxes of their templates, so they recommended a vote against our remuneration report.
Erin McMullen
executiveOkay. Thanks, Leanne. Okay. Next question is directed at David. Could David indicate how many hours a week he is currently devoting to Dicker Data? And what has taken up the rest of his time? Has he thought about slowing down at all or appointing an independent chair to help oversee the governance arrangements at Dicker Data?
David Dicker
executiveWell, I've never kept track of the hours I work, period. It's not really -- my entire life revolves around basically the business and things that I'm connected to. So basically, I'm committed to it 24/7 unless I'm asleep. And even then, I'm probably thinking about it. So I don't keep track of the hours either. I don't have any intention of retiring. My grandfather died at work, and I'll probably do the same. And I have all my affairs arranged as well to carry on with the various projects that are in that eventuality. So I'm completely committed to Dicker Data. I think that putting another Chairman can be counterproductive, and I plan to stay in it as long as I can because I enjoy it. We have a good company. We've got good management, directors, the whole thing. It's a great operation. I'm very happy to be involved with it, and I don't see that changing.
Erin McMullen
executiveIan, can Ian recall a time when the founder and executive, David Dicker, didn't get what he wanted during the Board meeting? Could he also detail his full history with David and circumstances of your appointment?
Ian Welch
executiveOkay. So start with full history of David. So I worked as a consultant to Dicker Data for a good 15 years before I was appointed to actually come on to staff as an employee, and I was employed not by David or any of the existing management, but actually by Chris Price, when he was Commercial Director. He has now rejoined the company and is running that new DAS division that we're talking about. After having consulted to and then worked here for the last 25-plus years, I've obviously built a relationship with David and the rest of the Board. In terms of a specific time where David hadn't got what he's wanted at the Board meeting, the reality is we're a collaborative Board. So at every Board meeting, there's a rigorous discussion about different things. And that doesn't necessarily always go in any one person's favor, but we've try to come to a resolution.
Erin McMullen
executiveGreat. Thanks, Ian. This question has a few components. Maybe Vlad, I don't know if you might be the best person to answer this, so I'll let you or David decide with either of the acquisitions completed over the last year, were there any hard assets involved, i.e., property IP?
Mary Stojcevski
executiveNo. I think...
David Dicker
executiveI don't think so.
Mary Stojcevski
executiveNo, it definitely not. I mean IP comes from the goodwill from the businesses that we acquired. They had been established businesses long term in the industry. They operated and the partner base is what we -- and the vendor access is what we would consider the IP, but no IP specifically that we would reflect as an asset. What's reflected is the customer contracts that's represented as intangibles on the balance sheet. And in terms of the other assets, particularly the transaction we just completed with Hills, the predominant asset we got was stock. So this further plays to our working capital investment. The bulk of that $20 million was attributed to the inventory we got from that business, which is now represented on our balance sheet.
Erin McMullen
executiveThanks. With the merger with the Exeed acquisition, with the combination of warehouse operations of Exeed and Dicker Data New Zealand, are there plans for a further upgrade in the future, which will involve owning and constructing your own warehouse?
Mary Stojcevski
executiveThat's definitely been on the cards, but we have just leased a new property in New Zealand, that will give us roughly about 10,000 square meters warehouse space to consolidate that operation there. And just because of the size and scope of the office required and the engagement with vendors, we've also got a city office. So there's definitely consolidation plans. We've exited out of the Exeed warehouse that they were currently operating off that happened this month. We're about to exit out of the [ Kurnell place ] Dicker Data warehouse, and all operations will be operating out of the centralized location. Obviously, the way the business has always operated as we've owned our own building that we've operated out of. We wanted to replicate that in New Zealand. It just hasn't been the opportunity to buy the right property hasn't come along. And we're always reviewing that.
Erin McMullen
executiveThanks. Have there been distributorship losses with the merger?
Mary Stojcevski
executiveNo, we didn't, we haven't lost any vendor that I'm aware of.
Vladimir Mitnovetski
executiveNo.
Erin McMullen
executiveOkay. Exeed supplies the retailing sector. How advanced are Dicker Data's plans to also supply this sector.
Mary Stojcevski
executiveWell, as soon as we integrated the Exeed Australia business, we got that retail business. It was about $80 million. It's growing to about $100 million or if we look at an annualized time line. But again, our core competencies around our commercial business in New Zealand. We're looking to diversify that retail business. So I think Vlad touched on it in his presentation.
Vladimir Mitnovetski
executiveYes, I can only add that we see so much opportunity with our commercial part of the business and our value-added part of enterprise business that we will be focusing on retail, but we will be growing at retail, but only as we can sustain our profitability and a very high double-digit margins on this business. Otherwise, we simply don't have enough space. So much opportunity to come in from commercial business. We're hardly fulfilling that. So we, at this stage, nice natural growth, value-added exclusive vendor relationship into the retail. Yes, we'll be doing that.
Erin McMullen
executiveOkay. What is the estimated cost of the further expansion to the Kurnell warehouse? And is there a time line?
Mary Stojcevski
executiveSo we haven't got the final costings. We're just working on submitting them for tender, but just high level based on where we see construction costs and the size and scope of the project. We're estimating around $25 million. And ideally, we would like to have it started in the second half of this year. If we can finish it by the end, it'd be pretty good. But it's definitely in short-term project and on the cards to happen straight away.
Erin McMullen
executiveOkay. This question is about the remuneration report. The Notice of Meeting contains the claim that no other ASX 300 company has remuneration as directly linked to the performance as Dicker Data. Could the Chair of the Rem Committee, and the founder both comment on whether this is true? Macquarie Group pays tiny fixed salaries to its senior leadership who received more than 90% of their remuneration out of a bonus pool, which is directly linked to the profit. I think Leanne had a response for this.
Leanne Ralph
executiveYes, I'm happy to respond. Thank you for that question. Yes, we -- Macquarie. Our remuneration structure is very similar to theirs. So our fixed remuneration for executives is low to compensate for the high levels of at-risk incentive remuneration. So the claim that we make that our rem restructure is more directly linked performance than any other ASX-listed companies because we have a single performance measure and that is net profit before tax, and this measure is the primary driver of shareholder wealth. So over the last 5 years, our net profit before tax has on average increased by 27.1% per annum, and shareholder wealth has increased on average of 26.5% per annum. So where we are different from Macquarie is the extent that our executives aligned to shareholders. Their executives receive stock as part of their remuneration, where our executives have chosen to buy their stock on market themselves. They have not received a single share through their remuneration. And as an example, Vlad has 23-odd percent multiple of use base pay and Mary has, I think, about 14% or 15% of her shares multiplied by her base pay. So -- and they continue to buy on market. Further, our CEO does not and has not ever received any remuneration from the company. So our levels are not materially out of step with any other ASX-listed entities, which have much higher fixed remuneration and STI and LTI bonuses.
Erin McMullen
executiveSo just taking a question from the audience.
Unknown Shareholder
shareholderRyan Allison, shareholder. You get the impression that you've reluctantly inherited this retail business in your takeover. And you're not sure what to do with it. Is that something that we can sell? Or would we be -- are we still deciding whether to sell it or expand it?
Vladimir Mitnovetski
executiveMaybe one day. We don't know. At this stage, you're absolutely right. The purpose of acquisition of Exeed was not a retail business. But they run a very successful business. And when we start uncover, learn, understand it, we've really we start liking it. And if we can continue to grow on the similar value aspect as the previous company was running it, I'm more than happy to grow it. Is that a little bit outside of our core value and core business? Yes, it is. But you know what, we're about to start to build another warehouse, as big as the one we have right now. And if I can see that I can maintain level of profitability and margin, and it start driving really well, and it's making a lot of sense, we'll continue to drive it. So no, at this stage, definitely, we have no interest of selling it or divesting it. It's working. It's working very well. If we come to the point of time, where we see it's just really outside of our core scope, we have so much other opportunities elsewhere, and it does start to take a lot of space and takes a lot of people, then we may consider it.
Unknown Shareholder
shareholderWell, Harvey Norman has a lot of warehouse space, maybe a takeover.
Vladimir Mitnovetski
executiveHarvey Norman is actually one of the core customers now for the...
Unknown Shareholder
shareholderKerrie Bible, shareholder. I've got 2 questions. I noticed that in your liabilities, your borrowings have increased, which is understandable, of course. Just wondering, is that going to have any real effect with interest rates going up? Do you see any problems there? And the second question is, Vladimir, you mentioned that the software will outstrip the hardware. Is there more profit in software or margin?
Vladimir Mitnovetski
executiveI'll probably start from the second question and then Mary can answer your first one. So second question. I want to see -- I'm all about diversification and balance, and software business has its own advantages, and hardware business has its own. So I can't say which one is better or worse. I know a lot of people have a perception that software business is a lot easier, quicker and a lot more profitable. It's not the case. It's not the case. The profitability metrics with hardware is about the same. However, the advantage of software business, you don't deal with products, stocking, warehouse, logistics and other beautiful things and challenges we're currently dealing with in a hardware business. So of course, having a nice balance between a software and hardware, it gets you set up even better for things of -- outside of our control. When things are coming to us, it's always good to have the diversification in our approach. If enterprise business is slowing down, then SMB and small business is booming and vice versa. So having different pockets of expertise, different pockets of, it's like, numerous businesses always -- all those advantages. What software business gives us is a very big penetration into customers -- only do software. They don't do hardware. And without software, we wouldn't have access to them. So they're great partners. They want to deal with us. And the other thing is, is the solution-based sale, all software sits on hardware. So when we're bringing them all together, we can actually escalate our margins and escalate our profits. So having a nice balance is the answer.
Mary Stojcevski
executiveAnd in terms of the liabilities and the borrowings on the balance sheet, the core debt facilities, the working capital facility that is set up in a way that allows us to flex in and out of the total size relative to what our requirements are. The only core debt that I would call core that is the acquisition debt to purchase the Exeed business last year. And in terms of the working capital facility, the return we're getting on that invested capital is sitting much higher than the current interest rates. So even with an interest rate increase, of course, it's adding an extra cost in the overall P&L. But the return we're getting from it is still there in respect of how that debt is deployed. And we are looking at risk mitigation strategies around whether we look at some kind of instrument like a swap in respect of fixing some of that interest. We often review that anyway as part of our risk strategy. So that's an ongoing assessment we'll make over the course of the year with that moving interest rate environment.
Unknown Shareholder
shareholderBrian Denham, shareholder. Some years ago, I was told that Dicker Data is a supplier to the Australian defense forces. Is this still the case? And if so, do you envisage any change in that or those arrangements if we have a change of government tomorrow?
Vladimir Mitnovetski
executiveYes. So the answer is we are not directly supplying Australian government, but we're working through an enterprise partners who is supplying. Absolutely, right, we work with the government. Government is a federal government and a local government, our big customers. And through the years, we actually increased our work with those particular partners who is supplying to government. Changing tomorrow election will not influence our continuous work with the government. I don't actually -- I don't -- to be honest, I don't care, from that perspective, who is going to win. Our government, Australian government is starting a very big journey towards digital transformation, and that's what's important. And both liberal and labor are supporting that transition. New Zealand government actually way ahead in this respect. They've started their digital transformation a few years ago. We're catching up, but we're definitely getting there. And both governments, I think, putting a lot of emphasis on anything to do with digital transformation, which is really, really good for us.
Erin McMullen
executiveThere's no more from the floor. I'll just keep going with the ones online. The 7-person Dicker Data Board comprises of 2 founders, 4 executives and 2 independents. As one of the non-independent directors on the Board, Ian, can you comment on when you -- whether you would personally consider voting in favor of appointing more independent directors or moving to a model of having less executive directors.
David Dicker
executiveI think I could answer this question.
Erin McMullen
executiveThanks, David.
David Dicker
executiveYes. Look, I have very strong thoughts on the structure of boards. And the idea that the company is going to the Board is going to be a bunch of guys who don't work in the business and haven't -- don't even necessarily work in the industry and don't really know anything about any of it just strikes me as completely insane, honestly. I just don't even understand how people think that, that model can actually work. So we're not going to embrace that model anytime soon. This is a complex business. It's a large business. It's a complex industry, and it's one of the biggest industries in the world, and you need people in there who are familiar with how it all works and know how to make it work. So what's the point -- the argument could then of -- or we'll have those in the management level and then we'll put the Board above them. What's the Board going to do above them? It doesn't make any sense. So I don't see us changing it because I think the concept is fundamentally flawed.
Erin McMullen
executiveNext question, general business. Given the potential volumes in the Australian Retail segment, will you be limiting growth to ensure adequate working capital or will you expand the working capital facility?
Mary Stojcevski
executiveSo in terms of the working capital facility, as the business grows, we will continue to look at how we would expand and have that facility flex with the size of the business, whether it's in the retail segment or our general business. I think Vlad sort of covered the question in terms of our direction on retail in respect to the question earlier on the floor, and that we will be retaining that business but growing it at based on the profitability of metrics that we need to achieve and balance it out against our commercial business, and we're constantly going to be reviewing our working capital facility to keep pace with the business growth.
Erin McMullen
executiveThanks, Mary. Another question on general business. Given that our business is based in the PM seat of Cook, has the company or the founders being prevailed upon to make campaign donations for the PM's reelection? And what is our policy in terms of spending shareholder funds or making political donations?
David Dicker
executiveI'll answer that one. As far as I'm aware, the company has never made a donation to any political party, and I have certainly never made one myself, and that position will not change while they've my feet are on the ground.
Erin McMullen
executiveDavid, this is about Leanne's reappointment. In May 2020, Dicker Data did a $50 million institutional placement at $6.70 -- 6.7% discount to the last, previous trade of 7.18. We then announced a $5 million share purchase plan, which had a huge amount of applications of 53.7% from 41% of the 7,000 retail shareholders. We only expanded the SPP to $15 million. So that meant $38.7 million was refunded including many that went to staff. So in light of this treatment of retail shareholders and the ongoing need to fund our growth, would Leanne support launching another SPP for retail shareholders with no accompanying institutional placement?
Leanne Ralph
executiveYes, thank you for that question. Unfortunately, we didn't have use for those excess funds at that time. So that was the reason we had to refund that we did extend it from $5 million up to $15 million. Our retail shareholders are very important to us. They've been a great source of support since we listed, and raising capital and how we raise it is an important Board discussion that we do have from time to time. So in answer specifically to your question, yes, I would support an SPP for retail shareholders without an accompanying institutional placement if that was in the best interest of the company and shareholders at that time.
Erin McMullen
executiveAnd this is directed at Fiona and David. David sold 2.7 million shares during the year, and Fiona brought an additional 553,000, could our founders both comment on what drove these changes and whether further sales acquisitions are likely? Also, why is David working for nothing whereas Fiona is drawing a base NED fee, the $59,000? Wouldn't it make sense to make them consistent either way.
David Dicker
executiveI'll let Fiona go to it.
Erin McMullen
executiveFiona.
Mary Stojcevski
executiveWhen -- with the appointment of the non-executive directors and Fiona being a Non-Executive Director, that's the only time Fiona's remuneration in terms of directors' fees was bought in. Prior to that, Fiona wasn't enduring any directors' fees either. So it's only been in the last 2, 3 years. And this is in terms of changing the structure of the Board, the introduction of our independent directors and that governance aspect, and that was more equitable to make sure that all non-executive directors were on a similar structure.
Fiona Brown
executiveYes. And in terms of acquiring shares or possibly selling shares, I've got no intention of ever selling my shares. In terms of acquisition, I do that on an ongoing basis and have done every year and will continue to do so. I'll let you go now, David.
David Dicker
executiveYes. Well, I sold some of them shares to pursue other interests that I have, simple as that. I've been in this business for over 40 years. So a few things I wanted to do outside of it, and I'm not getting any younger.
Erin McMullen
executiveOkay. Thank you. Now this is directed to Leanne but I think Mary might help answer this. The 3 executive directors who participate in the 2.5% profit pool have all enjoyed record pay packets in 2021, which came to a combined $8.6 million. As Chair of the Rem, could Leanne comment on whether there are any issues with the next level of executives not participating in such a scheme? Also, with the majority of the proxy advisers recommending against the second strike on the rem report, have we any feedback?
Mary Stojcevski
executiveQuestion in terms of the next level of executive not participating. I'm not sure if that's meant to be whether it's replacing the roles or the rest -- was that the...
David Dicker
executiveDo you want me to make a comment on that? Look, the remuneration structure we have in place has been in place for a long time. The company makes a lot more money than it used to make, and I can understand some people thinking that maybe we should make changes, but the management guys at the lower levels is still very well paid. And I don't see any reason to change the structure as it's currently set.
Erin McMullen
executiveAll right. This is the last question online. Margins have declined to touch and debtor days have risen as outlined. How long do you expect before these, I mean, recover back towards the historical levels?
Mary Stojcevski
executiveSo in terms of margins, we are expecting margins to be around that 9% by the end of the year just because of the mix and volume and demand that we're seeing over the coming quarters. And the situation in terms of debtor days and possibly even inventory days is really an environment based on the current supply chain shortages and the fact that not complete solutions can be deployed and sent out to customers and end users and completed in a way that completes the project to receive the payment for the supply. It's just outstanding product that needs to complete solutions. So we do see this as temporary, and it's something we're monitoring quite closely. And it's, I think, a function of the environment we're in.
Vladimir Mitnovetski
executiveAlso I can give you just a little bit more color on this as well. Our Australian margin profile, gross margin profile is actually holding above 9% year-to-date. So we -- there's no real change in margin profile. What's driving and putting a little bit more pressure on it is our New Zealand business. Obviously, Q1 last year, we didn't had a retail part of the New Zealand business, which is very heavily weighted towards Apple fulfillment business into Noel Leeming and Harvey Norman in New Zealand, which is at a lower margin. So -- and what happened in Q1 in particular, we actually had a very strong Apple fulfillment business happening. So that's why it put a little bit of more pressure. We see it as -- and by the way, it's still a good, profitable business, just slight pressure on the overall top gross margin. What we're seeing doing now is obviously bringing a better margin profile into New Zealand business by trying to upsell more highly profitable lines and trying to cross-sell and upsell with Apple lines. We're trying to build up continually our margin profile in Australia, which I see changing much at all. So that's why this is where our confidence coming from that by the end of the year, we should be able to stabilize in our overall ANZ margin somewhere up 9%.
Erin McMullen
executiveThanks.
Unknown Shareholder
shareholderDavid [indiscernible], shareholder. Majority of your projects, payment on completion or progress payments?
Mary Stojcevski
executiveSo customers generally have terms that are from invoice date. So our reseller partners are generally on 30 days end of month terms that if they are deploying a large project into an end user and then the end user is not paying them, they are stretching those days where they formally agreed with us in terms of extension payments or just delaying the payment just because of the cash cycles that they're experiencing within their business. As a distributor, our role is to provide credit in the channel. You can see that by our receivables balance. That's a function that we provide as a value-added service, and we support our partners through that. Equally, we get some support from our vendors in situations where it's warranted, particularly if the disruptions caused with supply at their end. So it's an ecosystem of supporting that. But when you do your balance sheet measures at a point in time, the days look out but it's all about the relationship. So none of it's at risk. It's just timing in respect of the working capital environment we find ourselves.
Erin McMullen
executiveThanks. There's no more questions from me, unless there's any more on the floor, David, we can probably go into the formal part of the meeting.
David Dicker
executiveOkay. We will now progress to the formal business of the meeting. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration was validated. If you have any questions about casting your vote online, please refer to the virtual meeting online guide are used to help line specified on the screen in front of you. With those shareholders attending in person, those with yellow cards will be eligible to vote and ask questions. Those with blue cards are nonvoting shareholders and eligible to ask questions but not vote. And those with red cards are visitors who are not permitted to vote or ask questions. The result of the polls will be declared and released to the ASX shortly after the close of the meeting. I've been advised that all proxies received for the meeting have been picked and are declared and valid to voting. I will disclose proxy votes on your screen prior to the vote being taken [indiscernible]. These figures are as at the closing time for receipt of proxies, which was 2 p.m. yesterday -- Wednesday, sorry. There are a number of adding exclusions that apply to the resolutions being put to today's meeting. These were outlined in the Notice of Meeting. As Chair of the meeting and as detailed in the Notice of Meeting, I will vote where authorized all undirected proxies in favor of resolutions in items 2 to 5. And against the resolution in Item 6 should it be put to the meeting. Okay. Item 1, financial statements and reports. The first item of notified business is to receive and consider the financial report, the directors' report and the auditors' report for the year ended 31 December 2021. There is no formal resolution required for this item, but I invite shareholders to ask questions or make a comment and ask questions, I will make a comment on or to the management of the company or ask any questions of the auditor relevant is the conduct of the audit, the preparation and content of the auditors' report, the accounting policies adopted by the company in relation to the preparation of the statements or the independence of the audit in relation to the conduct of the audit. I'll ask for questions and comment for those online first, and then I'll ask for questions from the floor. We got any questions?
Erin McMullen
executiveNothing online. Doesn't look like anyone's...
David Dicker
executiveOkay. Item 2, adoption of the remuneration report. This Board has always driven to be open and transparent in its governance and business practices, but at the 2021 AGM, the company received a first strike against our remuneration report. In accordance with the legislation, the resolution to adopt the remuneration report is the subject of a nonbinding vote only. However, due to the voting results on this item in 2021, should more than 25% of eligible shareholders vote against the resolution this year, a second strike will be incurred. If this is the case. Item 6, the spill resolution will be put to shareholders. I put the resolution to the meeting as displayed on the screen to adopt the remuneration report for the year ended 31 December 2021. I now open this item for discussion. Any questions?
Erin McMullen
executiveThere is a question online, and the question is, what is the proxy position? I'm not sure that means -- they just mean the results.
David Dicker
executiveYes. I know, they're online.
Erin McMullen
executiveOnline displayed on the presentation. There's no questions on the floor.
David Dicker
executiveLet's move on to it, Item 3. Item 3, reelection of Mr. Ian Welch, the next item of notified business concerns the reelection of Ian as a Director of the company. I put the resolution to the meeting as displayed on the screen and Mr. Ian Welch being a director who is retiring in accordance with clause 15.3 of the company's constitution and ASX Listing Rule 14.4 and being eligible, offers himself for reelection, be reelected as a Director of the company. Any discussion on that one?
Erin McMullen
executiveNothing from me and nothing on the floor.
David Dicker
executiveItem 3.2, reelection of Ms. Leanne Ralph. I put the resolution to the meeting as displayed on the screen. Ms. Leanne Ralph being a Director, who is retiring in accordance with clause 15.3 of the company's constitution and ASX Listing Rule 14.4 and being eligible, offers herself for reelection, be reelected as the Director of the company. Anything?
Erin McMullen
executiveNo questions online and nothing on the floor. Thanks, David.
David Dicker
executiveItem 4, amendments to the constitution. The next item of notified business concerns the amendment of the constitution. I put the resolution to the meeting as displayed on the screen that the constitution of the company be amended as set out in the explanatory memorandum with effect from the close of the meeting. Discussion?
Erin McMullen
executiveNo. No questions, David. Thanks.
David Dicker
executiveItem 5, renewal of proportional takeover provision. I put the resolution to the meeting is displayed on the screen that the proportional takeover of provision in clause 13 of the company's amended constitution be renewed for a period of 3 years commencing from the date of the meeting. Discussion?
Erin McMullen
executiveNo, nothing on this question. We have another one on the Rem report, but we'll get to that afterwards.
David Dicker
executiveItem 6.
Erin McMullen
executiveSorry, David, there was a question on the floor. Sorry, apologies.
Unknown Shareholder
shareholderIn the notice -- notes to the meeting under Item 5 has got the effective proportional takeover provisions in Clause 13 of the new constitution is that if a proportional takeover bid is made for the company happen, must refuse to register a transfer of shares. Who or what is happened?
Mary Stojcevski
executiveThat's a typo and the Company Secretary's fault for that, I apologize. Thank you for pointing that out. Go on, David.
David Dicker
executiveItem 6. Item 6, spill resolution, this resolution will only be considered and voted on if the outcome of Item 2 of this Notice of Meeting is such that at least 25% of the votes cast are against the adoption of the remuneration report. I put the resolution to the meeting as displayed on the screen. That -- yes. Okay. I'm not going to read it all out because I'm just lost.
Erin McMullen
executiveEverything's online. That's fine.
David Dicker
executiveYes.
Erin McMullen
executiveDavid, there's a question that we received in the Rem reports, I'll give this full resolution. Now that we have suffered a second strike, are you going to amend the rem structure next year. The 2.5 bonus pool limited to 3 execs is clearly too generous, particularly as the company grows. Why not bring your executives into the pool like Macquarie does?
David Dicker
executiveWell, because we don't want to, I don't really care what Macquarie does. I'm happy with the way we run the business. I'm happy with the structure. And I, also, are very unhappy with the way that a tiny minority of shareholders can have an outside influence on the operation of the company, and we intend to challenge that whole system at the legal level because we don't believe it's correct.
Erin McMullen
executiveThanks. There's no more questions on the floor? No.
David Dicker
executiveOkay. We move on to voting, close of the meeting. Ladies and gentlemen, I now invite those shareholders who have not submitted their votes to do so. Shareholders attending in person are asked to complete your voting card to cast your back for, against or abstain, place a mark in the corresponding box for each item on your voting card. You place a mark in more than 1 vote in relation to a resolution, you all back to that resolution will be invalid. Shareholders online should now submit their votes. The poll will remain open for 5 minutes after the conclusion of the meeting to allow you to complete your vote on your electronic voting card. [Voting]
David Dicker
executiveI have to wait 5 minutes?
Erin McMullen
executiveNo, just quickly, David, sorry to interrupt. There was just one more question. Will the archive of the webcast be made available, along with the transcript and the answer is yes. Just so shareholder knows. Sorry, go on. You can go on, David.
David Dicker
executiveI now declare the poll closed. As I mentioned earlier, the results of this meeting will be announced at the ASX as soon as they have been counted and verified. I now declare the meeting closed. I would like to take this chance to thank my fellow directors and Dicker Data employees. I would also like to thank shareholders for your support and for your participation today. I look forward to meeting you again at next year's Annual General Meeting. Yes, I'm really getting sick of being stuck in New Zealand. For those attending in person today, we invite you to stay for some light refreshments.
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