FleetPartners Group Limited (FPR) Earnings Call Transcript & Summary

Good morning. My name is Gail Pemberton, and I'm Chair of the Board of Directors of FleetPartners Group and Chair of this meeting. Ladies and gentlemen, it's now 9:00 a.m., the appointed time for holding the meeting. And I'm advised by the company's secretary that the necessary quorum is present. I therefore have pleasure declaring the Annual General Meeting of the Shareholders of FleetPartners open. And I thank you for attending, including those shareholders who've joined us by teleconference. I'll commence today's proceedings by acknowledging The Gadigal People of the Eora Nation, the traditional owners of the land, and pay my respect to elders, past and present. This morning, I'll provide a brief overview of our business and the achievements during the 2023 financial year. And then our Chief Executive, Damien Berrell, will give an update on the business, including expectations for FY '24, post our first quarter performance. There will then be time for questions from shareholders when we move to the formal business of the meeting and the resolutions for your consideration. I now welcome our independent non-executive directors here today; Fiona Trafford-Walker, Russell Shields, Cathy Yuncken; Rob McDonald, Mark Blackburn and Trevor Allen. As he foreshadowed at the 2022 AGM, Trevor is retiring at today's AGM after almost 9 years of dedicated service, including 8 years as Chair of the Audit and Risk Committee. On behalf of the group, we'd like to thank Trevor for his very significant contribution and leadership. And I'll now invite Trevor to say a few words about his time on the FleetPartners Board.

Thanks, Gail, and good morning to shareholders and visitors. I want to talk about the future of the group. I think it's really a fantastic place at the moment, and I leave the group very confident about its future and the value add that it will provide to shareholders, employees in the broader community over the next years. It has strong sector tailwinds, a great management team, which, in our view, is the best in the sector, operational benefits that will come as a result of the Accelerate program and a strong capital and funding position. Damien is the concept master, who is bringing all this together to allow the group to reach its true potential. He has had an outstanding year as MD and CEO in his first year in that role. Time for some final things. In particular, I want to thank Gail very much for her friendship, support and guidance over the last 9 years or so. I'm also very indebted for the friendship and support provided to me by Kerry Roxburgh in particular, Julian Russell, who is not here today, and also Russ Shields. With Fiona and Cathy making very important contributions in senior roles on the board, and Rob and Mark joining late last year, adding their value and with the right mix of experience and knowledge, it's now the right time for me to step down as a director. The group is strong. Our management team is strong and the board is strong. I say my farewells knowing that we as shareholders are in good hands. Thanks very much.

Thank you, Trevor, for those words. And thank you again for your contribution. We continued the Board renewal process during 2023 with the appointment of Mr. Rob McDonald and Mark Blackburn as Non-executive Directors of the group. Both Rob and Mark add further experience and expertise to our Board. We also welcome Damien Berrell, Chief Executive and Managing Director; James Owens, our Chief Financial Officer; Lauren Osbich, Company Secretary; Peter Zabaks from KPMG, FleetPartners' Auditor; and Sumit Singh, the returning officer for today's meeting from Link Market Services, FleetPartners' share Registry. And I'd also like to welcome our Executive team members who have joined us here today. In designing and delivering our strategy, there's no substitute for having a best-in-class Executive team and Board. And over the last 4 years, the group has developed what we believe is a market leading, if not the market-leading Executive team, we've demonstrated a track record of successful strategic implementation in their own areas of responsibility, but also as a highly collaborative executive team. Now I'll talk to FY '23 performance highlights. One of our most significant milestones of the year was our transition from the Eclipx brand to the FleetPartners Group. This strategic rebranding effort brought all of our business together under a single powerful brand, signifying a new era for the organization. Coupled with our new brand was a new company purpose, empowering tomorrow's destination today, which underlines our commitment to empower our customers, partners and communities with innovative, sustainable and forward-thinking solutions. A notable challenge that we confronted again in -- during FY '23 was a persistent impact of new car supply constraints and delays. These constraints were primarily due to logistic delays related to shipping and port operations, which disrupted global supply chains. Nevertheless, the group is seeing continued financial and strategic momentum during FY '23, including another very strong NPATA of $88 million. New Business Writings grew at 13% and driven by strong demand for electric vehicles in our Novated business and robust demand in our Corporate business. This, in turn, grew our assets under management or AUMOF, as we describe it by 7%. Not only is the FY '23 financial performance of the group that I've just described pleasing in itself, it also points towards the strong momentum to the business that we take as we head into FY '24. In particular, the amount of orders taken in FY '23 was 1.4x that of pre-COVID levels, and our order pipeline now sits at 3x, that of pre-COVID-19 levels. As at September 2023, this considerable order pipeline serves to underwrite new business writings in FY '24. As I mentioned earlier, in FY '23, we experienced strong demand for electric vehicles in our Novated business. And this demand has shown no sign of abating in FY '24 thus far. No better metric illustrates the level of demand we're seeing in this space than the fact that the majority of vehicles leased in September 2023 at 53% were electric vehicles. As we head into FY '24 with the tailwind of strong demand, it's also encouraging that the business's NOI margin was 7.72% in FY '23, which is at the top end of our expected normalized range. In addition to the strong financial results of FY '23 and encouraging momentum heading into FY '24, the third performance highlight this year has been the defensive qualities of the group's business model shining through. 90-day arrears finished at 17 basis points demonstrating the business-critical nature of the vehicles we lease to our customers. To our Corporate customers, our vehicles are tools of trade, they are revenue-generating assets, and the group's portfolio credit performance is indicative of this fact. Our business model is highly cash generative, and the group's cash conversion in FY '23 was at 123%. This was driven by the group's carried forward tax losses, meaning no cash tax payable in Australia during the year, nor expected to be paid until FY '26 at the earliest. Finally, the group declared a capital return to shareholders of $73 million for FY '23 in the form of an on-market share buy-back program. This is equivalent to a dividend payout ratio of approximately 83% of our $88 million NPATA. The on-market share buyback was selected as the best alternative mechanism for returning capital to shareholders in the absence of distributable franking credits. It is expected that the group will resume dividends as it accrues, as and when it accrues franking credits, and in the absence of no superior capital allocation alternative. Our guiding principle of the group's strategy is our approach to ESG, which has seen great progress during FY '23, as outlined on Slide 7. Our commitment to ESG principles extends beyond environmental initiatives. We're actively engaged in fostering social responsibilities within our group and within the broader community. By investing in our employees and supporting local communities and championing diversity and inclusion, we're building a corporate culture with its foundations in empathy, respect and equality. In April 2023, the group's Reflect Reconciliation Action Plan was endorsed by Reconciliation Australia. And throughout the year, the Group delivered on its commitments under this plan demonstrating its commitment to strengthening relationships between Aboriginal and Torres Strait Islander peoples and non-indigenous people for the benefit of all Australians. In November 2023, the group released its second Sustainability Report aligning ESG progress under the UN Sustainable Development Goals framework, the global reporting initiatives and the task force on climate-related financial disclosures. During the 2023 financial year, the group's New Zealand business became Toitu Net Carbon Zero certified, while the Australian business maintained its climate active status. Combined, this makes the Group the first and only fleet management company with both sets of certification. Coupled with our partnership with the Clean Energy Corporation, this places the group in a strong position to support our clients with their ESG and emissions targets, including transitioning fleets to lower emission vehicles. The Group also continues to be a proud WGEA employment -- Employer of Choice for Gender Equality. Most importantly, the Board is proud of the energy and passion our team at FleetPartners dedicates to supporting their local communities each and every year. The group continues to strive towards best practice in corporate governance and sustainability and the Board, executive team and employees are committed to achieving this goal. Before passing across to Damien, let me conclude with some final remarks about our Group. One thing that's become clear over the last 4 years of disruption since the start of COVID-19 health crisis, is the defensive nature and resilience of the Group's business model, from stable revenue to operating expense discipline. During this challenging operating period, the group's financial returns have enabled a very significant de-risking in our balance sheet and delivered compounded annualized growth rate in EPS of 45%. Our group is well positioned to deliver further sustainable EPS growth and shareholder value through its 5-year go-to-market strategy called Strategic Pathways. The Accelerate business transformation program as well as capital management. Damien is going to cover these EPS drivers in more detail. In closing, I'd like to express my sincere appreciation to all team members who've contributed to the strong performance of our group. Their loyalty, resilience and dedication have delivered a positive outcome at fleet partners in the face of extraordinary challenges. Also on behalf of the FleetPartners Group, I express my sincere thanks and appreciation to our customers, to you our investors, and to our capital market partners and for your continuing effort, and support. I'd now like to ask our Chief Executive Officer, Damien Berrell to address the meeting.

Thank you, Gail. Let me start by thanking you and the entire team at FleetPartners. 2023 was a successful year for the group on several fronts, due to the incredible contributions made by the 500 talented people working across our organization. Turning to Slide 9. And in recent times, the Group has developed a very clear vision for creating sustainable shareholder value. This strategy is outlined on the slide as four primary EPS growth drivers. These drivers include: revenue growth from Strategic Pathways, permanent operating expense reduction from the Accelerate program, our ongoing share buy-back program and M&A as the fourth driver. The foundations for each of these EPS drivers are well developed with the Group making significant progress on them during FY '23, which I will elaborate further on in the following slides. The result from this strategy can be seen on the chart on the right, which shows the Group's EPS growth expanding by an average rate of 45% per annum over the last 5 years. The main drivers for this performance include strong net operating income growth, a focus on cost discipline and the impact from the group share buyback program. Within the NOI result, we have seen an elevated end of lease income since the start of the COVID-19 led supply delays, which we have quantified in EPS terms also in this chart. As we have consistently flagged, this is a temporary phenomenon, and we expect EOL income to return to normalized levels of about $30 million per annum in the coming years. If we are to ignore the impact from elevated end of lease income over this period, the EPS growth is still significant at an average of 29% annualized growth over the last 5 years. Let's turn to Slide 10 to look at each EPS growth driver in more detail, starting with our organic growth strategy, Strategic Pathways. To recap, Strategic Pathways is designed to grow our business in 3 under-penetrated target markets; being Corporate, Small Fleets and Novated. This go-to-market strategy is now well entrenched within our business, and we are pleased with the results it is delivering. In FY '23, the group won several new marquee customers, retained existing customers and continue to establish itself as a thought leader in the electric vehicle transition. This was underscored by winning a significant electric vehicle fleet in New Zealand during the year. Under Small Fleets, the group continued to build out its distribution footprint with 129 dealer partners signed up to the platform in Australia. We also rolled out a completely digital point-of-sale quoting and credit approval platform across our partner network in Australia and New Zealand. Finally, as Gail mentioned, FY '23 saw the group leading the way with -- in EV penetration for our Novated business peaking at 53% of all leases written in September 2023. Let's now turn to Slide 11 to take a look at some of the numbers that underline the success of Strategic Pathways last year. Orders taken is a metric unimpacted by new car supply delays. For that reason, it provides a good indication of the underlying commercial activity across our business. It is therefore encouraging to see the record level of orders taken in the second half of FY '23 at 1.6x pre-COVID-19 levels. This is indicative of the robust customer demand we are continuing to see on the back of the successful execution of our Strategic Pathways program. With supply times beginning to improve in late FY '23, the Group saw these record order levels convert into strong new business writings of $440 million in the second half alone. This new business writings performance can be seen in the middle chart, which clearly shows a marked improvement over the previous 5 half year periods. Equally as encouraging is our order pipeline in the chart on the far right. Despite the sharp step-up in new business writings, the Group's pipeline of leases yet to be written remained stable at 3x pre-COVID-19 levels. As supply continues to normalize in FY '24, this record order pipeline will help underwrite future new business writings and AUMOF growth. Putting all this together, we are very pleased with the Strategic Pathways and the manner in which the group is executing this strategy to build our AUMOF, recurring revenue and, ultimately, EPS growth. The second major driver of our EPS growth strategy is the Accelerate program, which is summarized on Slide 12. Accelerate is a multiyear business transformation program that will provide a number of deliverables for the Group once complete. These deliverables will leverage the growth being created by Strategic Pathways in order to maximize profitability and include the consolidation of multiple brands into one, being FleetPartners. This ensures a clear and consistent go-to-market message for our customers and suppliers. Simplifying our technology stack by moving to one operating system. This has the obvious benefit of reducing costs associated with running multiple systems. Standardizing and automating processes on the back of a simplified technology stack. And finally, as a result of these first 3 deliverables, our team will have higher engagement, and our customers will experience a greater level of service. We expect the project to cost $25 million and deliver $6 million of annualized reduction to our operating expenses by mid-FY '25. Pleasingly, the project is tracking to time and budget. Last year, we accomplished all milestones under Wave 1 of the project, including the successful transition of FleetPlus into FleetPartners in New Zealand, the rebranding of the group name to FleetPartners, as mentioned by Gail, and the launch of our new FleetPartners website. The group also made good progress on Wave 2 milestones, launching a new dealer portal, which will ultimately automate and digitize the group's entire vehicle procurement process and launching a new tide-to-payroll platform, which upgrades our salary packaging product offering. Overall, we are pleased with the progress being made under the Accelerate program and the positive impact these achievements have had on the group, including for our people. Turning to Slide 13, and the third primary driver of EPS growth, our on-market share buy-back program. The on-market buy-back program was initially launched in the second half of FY '21. Since that time, up till the end of FY '23, we have purchased and canceled around 25% of shares on issue. Assuming we complete the $30 million announced in the FY '23 results, at an illustrative price of $3 per share. That is equivalent to a share cancellation of 27% on over the last 3 years. Furthermore, today's AGM Resolution 5 is seeking shareholder approval to buy-back up to an incremental 38 million shares in the next 12 months. As a use of capital, the buy-back program is preferred in the absence of a better alternative emerging. This might include a bolt-on acquisition or a larger scale sector merger, both of which are an option in terms of an alternative EPS growth opportunity. Slide 14 is a nice summary of where the group currently sits across each of these defined EPS growth drivers. Strategic Pathways has delivered in FY '23, 13% new business writings growth, 7% AUMOF growth and a pipeline at 3x pre-COVID-19 levels. The success of Strategic Pathways in FY '23 provides the Group with good momentum heading into FY '24. The Accelerate program is running to plan, both from a timing and spend perspective. This business transformation project is set to create value for both internal and external stakeholders. In relation to the buy-back, we continue to optimize this program. Approximately 27% of share capital is expected to have been bought back and canceled by the end of the current program. Finally, as a result of the group's ability to execute on these EPS growth drivers as planned, it is positioned as well as ever to pursue M&A opportunities as they arise. We have a clear strategy to maintain EPS growth and a strong focus to deliver it. Before I hand back to Gail, I would like to provide an update on our 1Q '24 performance and our FY '24 expectations. Moving to Slide 15. We have seen the operating environment from the second half of last year continue with 1Q '24 new business writings at $227 million, up 39% on the prior comparative period. Despite the strong new business writings performance, our order pipeline declined only slightly to 2.8x pre-COVID-19 levels. This elevated pipeline helps underwrite future new business writings and AUMOF growth. AUMOF ended the quarter at $2.1 billion, up 8% compared to PCP. As I mentioned, AUMOF growth is key for the Group to produce sustainable recurring revenue. Hence, this 1Q revenue -- sorry -- this 1Q performance provides a lot to be encouraged by. EOL income per vehicle has continued to decline, consistent with the Group's long-term expectations. With that said, EOL income remained significantly elevated compared to where the group ultimately expects it to settle which is approximately $30 million per annum or $2,350 per vehicle. Finally, NOI pre-EOL and provisions was up 3% on PCP, driven by the growth in average AUMOF. This was partially offset by lower management fees as extensions and inertia reduced to more typical levels and lower funding commissions with more balance sheet funding of new business writings. This is a good segue to Slide 16 on our FY '24 expectations. This is the same slide presented as part of the FY '23 full year results. Or in other words, there are no changes to our expectations originally presented in November 2023. In relation to NOI pre-EOL and provisions, we expect FY '24 to directionally follow the same trend as average AUMOF. As I just mentioned, the normalization of management fees and the temporary impact from funding more leases on balance sheet will act as a partial offset to that growth. However, even after factoring in these headwinds, our expectation remains that NOI pre-EOL and provisions will operate within the target range of 7.5% to 7.75%, as Gail referenced in her opening comments. Average EOL income per unit was $6,133 in 1Q '24, down 17% on PCP with the number of vehicles sold acting to offset that, which were up by 32%. We continue to expect used car pricing to temper over the time -- over time as supply continues to normalize. The business has established a track record of having disciplined operating expense management, and this will continue in 2024. Operating expense is expected to be up 4% to 5% in FY '24, which would be similar to the increase in FY '23. All other items are also unchanged to what we previously communicated at the FY '23 results. In closing, we are very happy with the strength of the group's performance in FY '23 and the strategic direction of our business. We have a very predictable defensive earnings profile with good tailwinds heading into FY '24. Finally, we have a clear strategy to maintain long-term EPS growth, including Strategic Pathways, the Accelerate program, capital management, and potential acquisitions if they present. Couple that with a fantastic leadership team and a passionate and highly capable team members across our entire Group, there's a lot to be excited about in terms of the strength and prospects for FleetPartners now and into the future. So with that, I'll pass back to Gail.

Thanks, Damien. I'll now move to the formal part of the meeting. The notice of the meeting dated 11th of December 2023 was circulated to shareholders and I'll take the notice of meeting as being read. As outlined in the Notice of Meeting, voting on all resolutions will be conducted on a poll, and I will have appointed Sumit Singh from Link as a Returning Officer of the meeting. When each shareholder here in person registered their attendance this morning, they would have been issued with an attendance card. Voting entitlements for each attendee at the meeting appears on the screen now. The persons entitled to vote on this poll are all shareholders, representatives and attorneys of shareholders and proxy holders, who hold yellow voting cards. If anyone believes they are entitled to vote on this poll in any capacity and does not have a yellow voting card, please see our share registered representatives at the registration desk outside the meeting room. If you're registered on the online platform as a shareholder and proxy holder, you can submit questions by selecting the Ask a Question tab on your screen. You can submit questions now or at any time before the meeting gives consideration to the item of business to which your question relates, and they will be dealt with at the appropriate time. If you have a question already prepared, I encourage you to submit it now so that as many questions as possible can be answered. All questions will go through to -- our Head of Legal, Annemarie Kernot. Our moderator for the meeting who will identify each person who asked the question, read out the question and will then pass the question to me, and I will either answer the question or pass it to the most appropriate person to answer. We reserve the right to rule out questions that do not relate to the business of the meeting. We will also not answer questions that are the same or substantially similar to questions that have already been answered. Otherwise, we'll endeavor to answer as many questions asked as we can. All phone questions will come through to our Operator at the appropriate time. Instructions on how to ask a question using the phone line are available in the online meeting guide. For each item of business, I'll address questions from the floor first, followed by questions over the phone. And then questions submitted by the platform, to give as much time as possible to those shareholders who wish to ask questions via the platform. I will give instructions at the relevant time on how to complete your in-person voting cards. Shareholders who are attending this meeting by the online platform and who have neither exercised a direct vote before this meeting, nor appointed a proxy to vote on their behalf, may cast a direct vote during the meeting using the electronic voting card received when you registered via the online platform. Those shareholders may cast a direct vote at any time from now until 5 minutes after the close of the meeting. If you have any questions about casting your vote online, please refer to the virtual meeting online guide that was issued with a notice of meeting. In accordance with the company's constitution, as Chair, I have determined the voting on each of the resolutions will be conducted by a poll rather than a show of hands, and I now declare a poll open. Proxies have been inspected, and all those validly lodged have been accepted. Proxies have been received representing 248,861,860 shares or 79% of the issued capital of the company. Undirected proxies or open votes that have nominated the Chair as their proxy will be cast in favor of each resolution put to the meeting today. The results of the poll will be declared and released to the ASX as soon as possible after the conclusion business of the meeting. I'll now move to the first item of business, which is consideration of the annual report and includes the Financial Report, Directors' Report and the Independent Auditor's Report for the year ended 30th of September 2023. Shareholders were given the opportunity to submit questions to either the Board or the auditor via the Link website, and I noticed that no questions were received in advance for the Board, although we've received one question just at this -- at the start of the meeting. Are there any questions or comments about the reports or for the auditors specifically? If you'd like to ask general questions or make any comment regarding the management of the company, a reasonable opportunity for those questions and comments will be provided to shareholders at the end of the meeting. Are there any questions from the floor for Peter? If there are no questions from the floor, I'll now address any questions from the phone operator. Are there any questions on the phone?

There are no phone questions.

If there are no questions on the phone, I'll now address any online questions relating to this item. Annemarie, are there any online questions relating to this item?

No, there are no questions, Gail. Thank you.

Thank you, Annemarie. I'll now proceed to the formal resolutions set out in the Notice of Meeting. Resolution 1 is the election of Director, Mark Blackburn. The first resolution of the meeting is the election of Mr. Mark Blackburn as displayed on the screen. We are delighted to have Mark join our Board, not only does Mark bring strong industry sector and finance experience to the Board, but we're also very pleased to have another Melbourne-based director join us given the size and importance of our operations in Victoria. I'll now invite Mark to address the meeting.

Thank you, Gail, for the opportunity to address the meeting and speak in favor of my election. In my previous executive roles, I have held the position of CFO for an excess of 26 years in both listed and unlisted companies in Australasia. My final executive role was CFO at McMillan Shakespeare for 9 years, which gave me detailed experience in Salary Packaging, Novated and Fleet Leasing. I particularly enjoyed my involvement in the motor vehicle leasing industry and have maintained a keen interest in the participants and the strategic changes facing the sector. With your support, I look forward to the opportunity to use my financial skills and industry knowledge to contribute at the FleetPartners Board and to the success of the business.

So I'll now ask, are there any questions from the floor? If there's no questions from the floor, I'll now address any questions from the phone. Operator, are there any questions on the phone?

There are no phone questions.

If there's no more questions on the phone, I'll now address any online questions relating to this item. Annemarie, are there any online questions relating to this item?

Yes, there are. It's from [ Steven Mayne ]. The question is, did any of the 5 main proxy advisers, [ ASIC, CSI ], Ownership Matters, Glass Lewis, ISS and ASA, recommend a vote against any of today's resolutions? And if so, what reasons did that give? And will you disclose the proxy votes before the debate on each resolution, so shareholders can ask questions about the reasons if there have been any [ protest ] votes.

Okay. So just there's multiple questions there, so I'll just take them sort of separately. So in regards to proxy votes for this resolution, all -- aside from the Australian Shareholders Association, all proxy advisers voted for this resolution, we received notification, I believe, 24 hours ago or 48 hours ago that the Australian Shareholders Association recommended a vote against this Resolution and indeed all Resolutions. We have not received any information at all from the Australian Shareholders Association. So about their rationale for recommending a vote against all resolutions, so I'm unable to comment any further. The next question was disclosing proxy position ahead of each -- the proxy position ahead of each resolution. We -- Stevens -- view is that this is best practice. We will take that under consideration. But our process at this meeting and in prior meetings and indeed in many other companies is to encourage discussion and questions, independent of proxy recommendations, which we disclosed at the end of the meeting. I think that answers that question. So we'll now move to Resolution 2, which is the election of Rob McDonald. The second resolution is the election of Mr. Rob McDonald, that's displayed on the screen. We're delighted to have Rob join our Board. Not only does Rob bring strong governance and finance experience to the Board. We're also very pleased to have a New Zealand-based director join us, particularly, again, given the size and strategic importance of our operations in the New Zealand market. Rob, would you like to address the meeting?

Thank you, Gail. [Foreign Language]. My name is Rob McDonald. I'm here to seek your support to continue as a Director of FleetPartners. I come to FleetPartners with an executive career of over 35 years followed by a governance career of over 8 years. I'm a fellow of the Chartered Accountants of Australia and New Zealand. My executive career was principally at Air New Zealand, New Zealand's national airline. I was Group Treasurer for 8 years and CFO for 14 years. I bring to FleetPartners, strong governance experience in listed companies. For the past 8 years, I've been a Director of Contact Energy, one of New Zealand's largest electricity retailers and generators, including the last 5 years as Chair. This has provided me with a good understanding of the direction energy transition in a decarbonizing world. What attracts me to FleetPartners is the role that it can play in helping Australia and New Zealand vehicle transport fleets transition in a decarbonized world. Given more than 1/4 of FleetPartners business is in New Zealand. I believe it is important to have a New Zealand-based director, able to provide perspectives at the Board table and connections to the New Zealand business community. I believe I am well qualified to fulfill that role. Finally, whilst there are many stakeholders that company's Boards must manage, I'm a strong proponent on the primacy of the shareholder and the need for Boards to never lose sight of the need to create long-term shareholder value. I'm excited about the opportunity, and thank you for your consideration, and thank you in advance for your support looking ahead.

Thank you, Rob. The proxy votes for this resolution are now displayed on the screen. I now invite any shareholders wishing to speak to this resolution to do so by raising their hand or moving to the microphone. If there are no questions from the floor, I'll now address any questions from the phone. Operator, do we have any questions from the phone?

There are no phone questions.

If there are no questions on the phone, I'll now address any online questions relating to this item. Annemarie, are there any online questions relating to this item?

Not at this time, Gail, thank you.

Thank you, Annemarie. So if there's no further discussion, I'll ask you to please record your vote by placing a mark in the For, Against or Abstain box against Resolution 2 on your voting card. When the meeting concludes, please deposit your voting card in the poll boxes held by the Link representatives. I'll now move to Resolution 3, which is adoption of the FY '23 Remuneration Report. The next resolution is adoption of the Remuneration Report as displayed on the screen. The Remuneration Report is set out in the 2023 Directors' Report, which is available on our website. Further details about this resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. I note that while the vote on this item is advisory only and does not bind the company or its directors, the Board will take the outcome of the vote into account in setting remuneration policy for future years. The proxy votes for this resolution are now displayed on the screen. I now invite any shareholder wishing to speak to this resolution to do so by raising their hand or moving to the microphone. Are there any questions from the floor? If there are no questions from the floor, I'll now address any questions on the phone. Operator, do we have any questions on the phone?

There are no phone questions.

If there are no questions on the phone, I'll now address any online questions relating to this item. Annemarie, do we have any online questions relating to this item?

There are no online questions. Thank you, Gail.

So if there's no further discussion, I'll ask you to please record your vote by placing a mark in the For, Against or Abstain box against Resolution 3 on your voting card. The next resolution is the Rights Grant to the CEO, Damien Berrell, in respect of the FY '23 STI as displayed on the screen. Details about the resolution are contained in the explanatory memorandum that accompanied the Notice of Meeting and in the 2023 Remuneration Report. The proxy votes for this resolution are now displayed on the screen. I'll now invite any shareholder wishing to speak to this resolution to do so by raising their hand and moving to the microphone. If there are no questions from the floor, I'll now address any questions on the phone. Operator, do we have any?

There are no phone questions.

If there are no more questions from the phone, I'll now address any online questions relating to this item. Annemarie, are there any online questions related to this item?

Not in line to this resolution.

Thank you, Annemarie. If there's no further discussion, I'll ask you to record your vote by placing a mark in the For, Against or Abstain box against Resolution 4a on your voting card. The next resolution is the Rights Grant to CEO, Damien Berrell, in respect of the FY '24 long-term incentive as displayed on the screen. Details about the resolution are contained in the explanatory memorandum that accompanied the Notice of Meeting and in the 2023 Remuneration Report. The proxy votes for this resolution are now displayed on the screen. I now invite any shareholder wishing to speak to this resolution to do so by raising their hand or moving to the microphone. If there's no questions from the floor, I'll now ask whether there are any questions on the phone. Operator, do we have any questions on the phone?

There are no phone questions.

If there are no more questions on the phone, I'll now address any online questions relating to this item. Are there any online questions related to the item, Annemarie?

Yes, we have one from Steven Mayne. It's a question asking the CEO to summarize his past LTI grants as to whether they have lapsed or vested? And a question as to whether he has ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build up equity in the company? And requesting that he provides summary in 60 seconds rather than looking it up.

I would just note that we did set out all LTI grant -- past LTI grants in the Notice of Meeting and the explanatory memorandum accompanying the Notice of Meeting.

Yes. Thanks for the question. So to answer the question, I think as Gail sort of mentioned, there are more details in the previous grant reports. In summary, in my capacity as a CFO, I did exercise and sell around 1.9 million options, back in late 2022. As the CEO, I had 90,000 rights vest at the end of last year, I sold half of them just to cover my tax position. All other rights and options are [ on foot ] that are vested remain [ on foot ] or aren't exercised. So there's about 1.6 million of vested but unexercised options, and there's another 462,000 rights that are unvested at the moment.

Okay. If there's no further discussion -- just one moment. Okay. Sorry, that's one that we've already dealt with. So if there's no further discussion, I'll ask you to please record to a vote by placing a mark in the For, Against or Abstain box against Resolution 4b on your voting card. The next resolution is the approval to exceed the 10/12 buy-back limit as displayed on the screen. Further details about this resolution are also contained in the Explanatory Memorandum that accompanied the Notice of Meeting. The proxy votes for this resolution are now displayed on the screen. Great. Under the -- as noted in the Notice of Meeting, the company announced the inaugural share buy-back on 6th of May 2021 for 20 million and since then has bought back a total of 166 million up to 30th of September 2023. Under the Corps act, the company is limited to buying back up to 10% of the smallest number of shares on issue at any time in the 12-month period. This is known as the 10/12 limit. As the Board and management continue to believe that a return of capital to shareholders is best achieved through an on-market share buyback and cancellation, this resolution is proposed to give the company the flexibility to buy-back further shares beyond the 10/12 limit over the 12-month period following the end of the AGM. If Resolution 5 is passed, the company will be authorized to buy-back up to 38 million shares in the company in the 12-month period following the approval of Resolution 5. This would represent approximately 15% of the company's 253 million shares on [ issue ] as at the 30th of November 2023. So I now invite any shareholders wishing to speak to this resolution to do so by raising their hand or moving to the microphone. If there's no questions from the floor, I will now ask whether there are any questions from the phone. Operator, are there any questions from the phone?

There are no phone questions.

If there's no questions on the phone, I'll now address any online questions relating to this item. Annemarie, do we have any online questions relating to this item?

There are no online questions.

Thank you, Annemarie. So if there's no further discussion, I'll ask you to please record your vote by placing a mark in the For, Against or Abstain box against Resolution 5 on your voting card. I'll now move to the next resolution, which is to approve the renewal of the company's proportional takeover provisions. Further details about this resolution are contained in the explanatory memorandum and Notice of Meeting. The proxy votes for this resolution are now shown on the screen. As noted in the Notice of Meeting, a proportional takeover bid means that control of a company may pass without shareholders having the opportunity to sell all of their shares to the bidder. However, the directors consider that shareholders should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might allow the company to change without shareholders being given the opportunity to dispose of all their shares for a satisfactory control premium. The benefit of the provision under Resolution 6 is that shareholders are able to decide collectively whether the proportional offer is acceptable in principle, and it may ensure that any partial offer is appropriately priced. I now invite any shareholders wishing to speak to this resolution to do so by raising their hand or moving to the microphone. Are there any questions from the floor? If no more questions from the floor. Do we have any questions from the phone operator.

There are no phone questions.

If there are no more questions from the phone. I'll now address any online questions relating to this item. Annemarie, do we have any questions?

There are no online questions.

No online questions. Thank you. If there's no further discussion, I'll ask you to please record your vote by placing a mark in the For, Abstain -- For, Against or Abstain box against Resolution 6 on your voting card. We've now completed voting on all of the resolutions in the notice of meeting. So I'll now invite shareholders with any questions about the company to ask them now. Are there any questions -- any general questions about the company from the floor? If no questions from the floor, I'll now address any questions on the phone. Operator, do we have any questions on the phone?

There are no phone questions.

So if no questions on the phone, I'll now address any online questions relating to this item. Annemarie, we know we have one question, I don't know if we have any others? So I will hand over to you to read those out.

We have one question from Steven Mayne. The question is, given the interesting discussions across a range of topics today, could the Chair undertake to make an archived copy of the webcast plus a full transcript of the proceeding available on the company's website, noting that certain companies have produced their first AGM transcripts in 2021 and asking if we will follow suit today?

It will certainly take that feedback on board. We're not required to publish a webcast or a transcript of today's meeting, and haven't made -- haven't actually considered that recommendation nor put in place the logistics to do that, but we'll consider or not whether we do that, we'd incorporate that in our next AGM in 2024. I think there is another one, yes.

We have one more question from Steven Mayne. The question is, thank you for offering shareholders a hybrid AGM this year? And will you commit to keep on doing this in future years to maximize the shareholder participation? Also noting that certain companies banned online questions and voting in 2022, so well done for showing up those particular companies. And what was the experience like from your end?

Well, the first question, there's 2 questions there. So the first question is, will we commit to keep running hybrid AGMs in the future? I can't make that commitment without having discussion with my fellow directors and management. In answer to the -- but we will certainly -- now it's been raised, we'll take that on board and consider it. How has the experience been like this at our end? I'd say the experience was a good experience. I think it's -- I think we -- it's good to offer shareholders the opportunity to raise any questions in person but also to be able to use other channels to submit questions. So I think it was a good experience. And I can see my fellow directors nodding. So that sounds like a positive response to your question, Steven. Okay. If there is no more questions, I will now conclude the formal part of the meeting. If you've not already done so, please record your vote by placing a mark in the For, Against, or Abstain box for Resolutions 1 to 6 on your voting card. For all shareholders and proxy holders who are present here at the venue and wish to vote on the resolutions proposed today, I ask that you please hand your voting cards to the share registry staff who are coming around right now with the ballot boxes to collect all completed yellow attendance cards. You must lodge your yellow attendance card for your votes to be counted. For online attendees, the poll will remain open for a further 5 minutes and shareholders who have not already voted may lodge their online votes during that time. I'll just have a brief pause. Okay. So has everyone wishing to cast a vote being able to do so? I'll take silence as a sent. and I'll now declare the poll closed. After the votes have been counted, the results of the polls will be published and released to the ASX. There being no other business to be brought before the meeting, I'd like to take this opportunity to thank you all for attending the FleetPartners 2024 Annual General Meeting, and I now declare the meeting closed. Thank you.