Frontier Digital Ventures Limited ($FDV)

Welcome, ladies and gentlemen. My name is Patrick Grove, and I'm the company's Executive Chairman. It gives me pleasure to welcome you to the 2026 AGM of Frontier Digital Ventures Limited. It is now 2:00 p.m. in Malaysia, 4:00 p.m. Australian Eastern Standard Time, which is the time point for the meeting. As we have a quorum, I declare the meeting open. This meeting is being delivered as a physical meeting in our office in KL, where some of the team are now, and also available as a live stream, and we will welcome written questions from our online attendees. If we experience any technical issues today, a short recess or adjournment may be required depending on the number of shareholders affected. If this occurs, we'll advise you accordingly. I would now like to introduce you to our fellow directors, Mr. Luke Elliott; Mr. Shaun Di Gregorio; Ms. Nikki Warburton, Mr. Joe Dische, and Mr. Phillip Hains. On behalf of the Board, I'd like to take this opportunity to recognize and sincerely thank Shaun as he steps down from the Board at this year's AGM. As a founder of the company, Shaun's vision and determination laid the foundations on which this organization has been built. What began as an idea maybe a decade ago has become an incredible company today. I think when Shaun first started the company, we had 0 revenue in 0 countries. And now we've got operations in 10-plus countries around the world. We've got over $40 million a year in revenue. And I think probably what's more interesting to note is, particularly with the online marketplaces, the majority of the value is ascribed to building a leader or being #1 in the category. And I would say that since inception, Shaun has made a priority to make sure that we're investing, building and growing market leaders. And as I look at the portfolio today, I think we're really blessed as shareholders that we do have incredible market-leading positions in the majority of the countries, if not all of the countries that we're in. So I think that is a testament to the dedication and passion that Shaun has given the business since its inception. Shaun has exemplified the qualities of the founder, leader and steward of the company, demonstrating resilience, integrity and a long-term perspective that has served all of us as shareholders well. On behalf of the Board, management, employees and shareholders, I extend our sincere gratitude to Shaun for his exceptional contribution, commitment and passion over the years. We wish him every success in his future endeavors and thank him for the enduring legacy he leaves behind. The company's auditor, PKF Brisbane audit is represented online by Shaun Lindemann, and also online is our Company Secretary, Sandra McIntosh. The auditor will be available to answer questions on the conduct of the audit and the audit report for the year ended 31 December 2025. Representatives from MUFG, our share registry provider, are also in attendance online. Before we commence with the business of the meeting, I'd like to address a few procedural matters. A letter to shareholders regarding arrangements for the meeting in lieu of the notice of meeting was sent to shareholders on 24th of April 2026 and lodged with the ASX on the same date. As advised in the letter to shareholders, online voting will not be facilitated during the meeting. I propose that the notice of meeting and explanatory memorandum be taken as read. Proxies received prior to the meeting will be shown on the screen for each resolution dealt with today. All resolutions will be voted on by way of a poll today and will be conducted after all resolutions have been put to the meeting. As stated in the notice of meeting, as Chair, I intend to vote these proxies left to the discretion of the Chairman in favor of all resolutions. Resolution 1 is subject to a voting exclusion as detailed in the notice of meeting. Voting exclusions will be considered when the poll is conducted. If you are viewing the AGM online and wish to ask a question or to make a comment, please type your questions or comments into the Q&A function on Zoom. Finally, I note that shareholders were afforded an opportunity to submit written questions to the Company Secretary. There have been no questions received in writing prior to the meeting. I now turn to the business of today's meeting. There are 10 items of business for the AGM today as set out in the notice of meeting. None of these are to be voted on. The first item of business is to receive and consider the annual report, including the directors' report and the auditor's report for the year ended 31 December 2025. Are there any questions or comments in relation to the directors' and auditor's reports? Are there any questions received online?

There are no questions in relation to the presentation of the accounts online.

Thank you. Being no further questions, we now move to the items for which a vote is required. Resolution 1 relates to the adoption of the remuneration report, as you can see here. The voting in respect of the proxies received prior to the meeting is displayed on the screen now. Are there any questions or comments on Resolution 1?

No, there are no questions or comments in relation to Resolution 1.

Thank you. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Okay. Thank you. Resolution 2 relates to the election of Nikki Warburton as a director. I will now hand it over to Nikki to say a few words.

Good afternoon, shareholders. My name is Nikki Warburton. Firstly, I'd just like to say under the leadership of Luke and Patrick, I feel FDV is well positioned to unlock significant growth opportunities and deliver strong equity value for shareholders. I'm confident in the quality of the leadership and excited for the growth opportunities ahead. In my hopeful election as a Nonexecutive Director for FDV, I'd just like to give my commitment to shareholders that I offer independent judgment, deep commercial experience and a genuine commitment to acting in the best interest of our shareholders. I'm fully independent. Independent oversight is a cornerstone of good governance, as we're all aware, and I take that responsibility very seriously. What do I bring to the FDV Board? Well, I have 30-plus years of experience in brand growth, customer strategy and digital innovation across varied and diverse fields, including automotive, media and financial services, digital marketplace expertise. I currently am also a director -- a nonexecutive director at CarExpert and the e-comm business, Automotive Superstore. I have a track record of delivering commercial outcomes. I helped and was part of the executive team that scaled and then sold Austar to News Limited, reversed the market share and brand decline at Audi, and built Hyundai into Australia's fourth largest car brand. I also pioneered online sales for Audi, being the first premium auto brand in Australia to do so. And I'm an active nonexecutive director across a few other organizations and have formal governance credentials. So in closing, I feel I bring an independent voice, relevant commercial expertise and a genuine belief in FDV's strategy and the team executing it. I'm committed to asking the right questions, supporting management with rigor and care and helping deliver the value this business is capable of. I thank shareholders for their consideration of my appointment this afternoon. Thank you.

Thanks, Nikki. So there was one question in relation to your appointment. And specifically, it was in relation to your experience in relation to capital raisings and security purchase plans. And what you've outlined is that you've got incredible strength around a variety of commercial aspects and operations. And I don't believe you've been appointed in relation to capital markets, but if you may want to say a few words in relation to capital raisings and security purchase plans.

No. That is not my experience, and I'm not going to sit here and say that, that is one of my core strengths. And no, that was not my understanding of my appointment and the value I feel I can add to the FDV Board. But thank you for the question. Back to you, Patrick.

Thanks, Nikki. Phil, I see there's another question here from Stephen Mayne. Phil, do you want to address this now or later?

I think -- so this relates to domicile of the company. It doesn't relate to the resolutions that are being tabled at the moment. My proposal is that we address the questions specific to the resolutions as we go through, and then round out the residual questions at the end of the business.

Great. Sounds good, Phil. Let's do that. And Stephen, we will address this at the end. All right. Those are the voting results for Resolution 2. Are there any questions or comments in relation to that?

No further questions, and I think Nikki has done an incredible job on articulating her role. Thank you.

Great. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Thank you. Resolution 3 relates to the election of Joe Dische as a director. I'll now hand it over to Joe to say a few words.

Good afternoon, everyone. I'd like to thank you, shareholders, for your consideration in my appointment to the Board. I'd like to echo many of Nikki's comments, particularly with respect to bringing an independent view to the Board. And should I be elected, I will be Director and also Chair of the Audit and Risk Committee. I look forward to bringing not only commercial support, but also strong governance to the business. In terms of my specific experience, I have had an almost 30-year business career. I began at KPMG in London, and I'm a qualified accountant through the ICAEW. I have worked in a variety of commercial positions in a number of different industries. And I've been operating as CFO of a classifieds business for over a decade now. I was Chief Financial Officer of iCar Asia, which is ASX listed operating auto classifieds in the Southeast Asian region, for 4 or so years. And then I moved to PropertyGuru, which is a Singapore-based property classifieds business, operating in Singapore, Malaysia, at one point Indonesia, Thailand and Vietnam. So I have good experience of operating and developing and emerging markets on the classified side. While at iCar Asia, we made a number of acquisitions and also raisings on the market. And at PropertyGuru, I saw us through a successful listing on the New York Stock Exchange, where we raised circa $300 million, and that business was then taken private some years later. So in summary, I would just like to -- I'm excited about the opportunity to bring my experience and work with a very excellent team at FDV. I'd like to thank you for your consideration.

Beautiful. Thank you so much, Joe. Voting in respect of the proxies received prior to the meeting is displayed on the screen.

There are no questions on the screen.

Great. Thanks, Phillip. All right. As there are no further questions, I put the resolution to a vote. [Voting]

Resolution 4 relates to the election of Phillip Hains as a Director. I will now hand it over to Phillip to say a few words.

Thanks, Patrick, and thanks very much for the opportunity to address the shareholders today. My name is Phillip Hains. My background is in company secretarial and CFO roles and directorships. For about the last 30 years, I've been operating around the ASX markets. I started my firm, The CFO Solution just before the dot-com boom in 2000. And since that time, I've maintained a portfolio of various professional appointments on listed public companies. I've operated in the tech space all that period. For a period, I was the CFO and Company Secretary for SelfWealth, a digital trading platform. I've operated in a number of different markets, mostly in the tech space. And I look forward to being able to contribute to this particular Board as an independent director, resident of Australia with a depth of history and expertise around governance and general finance and operations. I do have a background in capital raisings. It would seem to me that most months my portfolio of clients are raising capital in one market or another. And certainly, we do a lot of stuff around or I've done a lot of stuff around maintaining SPP, providing an opportunity for the retail shareholders to participate in capital raisings on similar terms to what the institutional investors are able to participate.

Great. Thank you, Phillip.

I do have a question here. I just need to see it. So when advising public companies, what's Phillip's approach to treatment of the retail shareholders in the capital raising and what's been done in placements for SPP? So I will say that for the past -- for an extensive period, whenever capital raises have been raised in any of the Board meetings that I've been participating in, it's always a case of being able to recognize that in the short term, we need ready access to available cash in the shortest possible period, in which case the placement mechanism is usually used to, and not unusually, it's to high net worth or sophisticated individuals and investors. But then as an extension of that similar conversation, it's being able to provide retail shareholders that opportunity to participate on the same terms recognizing that the SPP mechanism does restrict retail shareholders to a parcel of up to $30,000. But I think some people know that, you know what, you can get that $30,000 access even if you own $100 worth of shares. So this is the mainstream way of being able to ensure that all shareholders are treated favorably or equally to the best of the regulations enabled. And that's basically the way we're able to let retail shareholders participate on good terms.

Voting in respect to the proxies received prior to the meeting is displayed on the screen. If there's no further questions...

No further questions.

Great. I put the resolution to a vote. [Voting]

Resolution 5 relates to the issue of securities under an equity incentive plan. Voting in respect of the proxies received prior to the meeting is displayed on the screen. Are there any questions or comments on Resolution 5?

No, there are no questions in relation to Resolution 5, Mr. Chairman.

Thanks, Phil. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Thank you. Resolution 6A relates to the issue of ordinary shares to Nonexecutive Director, Nikki Warburton, in lieu of 2025 director fees. Voting in respect of the proxies received prior to the meeting is displayed on the screen. Thank you. Are there any questions or comments on Resolution 6A?

No, there are no questions in relation to Resolution 6A. No further questions on the screen at this time.

Okay. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Thank you. Resolution 6B, approval to issue ordinary shares to Nonexecutive Director, Joe Dische, in lieu of 2025 director fees. Voting in respect to the proxies received prior to the meeting is displayed on the screen or will be. Thank you. Are there any questions or comments?

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

Thanks, Phil. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Resolution 6C relates to the issue of restricted shares to Nonexecutive Director, Nikki Warburton, in lieu of 2026 director fees. Voting in respect of the proxies received prior to the meeting is displayed on the screen. Are there any questions or comments on Resolution 6C?

No, there are no questions in relation to resolution, Chairman.

Thank you. Then if not, I now put the resolution to a vote. [Voting]

Thank you. Resolution 6D, approval to issue restricted shares to Nonexecutive Director, Joe Dische, in lieu of 2026 director fees. Voting in respect of the proxies received prior to the meeting is displayed on the screen. Thank you. Are there any questions or comments?

No, there are no questions or comments in relation to the resolution, Mr. Chairman.

Thank you. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Thank you. Resolution 6E, approval to issue restricted shares to Nonexecutive Director, Phillip Hains, in lieu of 2026 director fees. Voting in respect of the proxies received prior to the meeting is displayed on the screen. There we go. Are there any questions or comments?

No, there are no questions or comments in relation to the resolution, Mr. Chairman.

Thank you. As there are no questions or comments, I put the resolution to a vote. [Voting]

Okay. As this resolution relates to myself and Luke Elliott, I will hand the Chair to Nikki Warburton.

Thanks, Patrick. Resolution 7 relates to the issue of performance rights to an associate of Patrick Grove and Luke Elliott. Voting in respect of the proxies received prior to the meeting is displayed on the screen now. Are there any questions or comments on Resolution 7?

No, there are no questions or comments in relation to Resolution 7, Ms. Chairman.

As there are no further questions or comments, I now put the resolution to a vote, and I will hand back to Patrick. Thank you, Patrick. [Voting]

Thanks, Nikki. Resolution 8, renewal of proportional takeover provisions. Voting in respect to the proxies received prior to the meeting is displayed on the screen. Thank you. Are there any questions or comments in relation to Resolution 8?

No. There are no questions or comments in relation to resolution 8, Mr. Chairman.

Okay. As there are no further questions or comments, I now put the resolution to a vote. [Voting]

Okay. Resolution 9 relates to the 10% capacity under Listing Rule 7.1A. Voting in respect of the proxies received prior to the meeting is displayed on the screen. Are there any questions or comments on Resolution 9?

Bear with me one moment. So there's a question in relation to the previous resolution, which is what's the issue with the 19% proxy protest vote against Resolution 8. And so just go back to the next screen. So this is 19% against. So I think it's a good note, and I have to take it as a question on notice. So we'll come back to you at some later stage, Stephen Mayne. If we go back to question 9, please -- Resolution 9. Yes. So we'll take the commentary from Stephen Mayne perhaps. So this particular resolution, it requires a 75% vote in favor to be passed. If you go back to the history of this particular resolution of Listing Rule 7.1A, it goes back to 2012 at the ASX when a lot of small cap companies were having difficulty raising capital or being able to meet their bills. All listed companies have the ability to issue up to 15% of their issued capital with prior -- well, without -- so at any time being able to subsequently get it approved by shareholders. This particular resolution relates to companies that are outside of the ASX top 300. It was put in place back in 2012, and it basically enables a company, if passed, to raise an additional 10% with restrictions on what the prices and conditions are. In this particular instance, the shareholders haven't approved it, in which case it's been defeated, in which case, as shown there, unless something happens after the meeting where there's additional votes. So I'm not expecting that the company will be able to access the additional 10%. And from the Board meetings that I've been to so far, the company hasn't been planning on utilizing this additional 10%. It's almost a contingency. It's a good practice and good management for companies to put this to the shareholders, so that if it's needed, they may be able to access it. But that's where Resolution 9 sits at this stage. It appears that this resolution will be defeated. No other questions in relation to Resolution 9.

Okay. No further questions. I mean, we'll put the resolution to a vote. But I mean, as stated, Phil, it looks like this resolution will not pass as we need 75%.

Yes. And just expanding that a bit further. I believe that a number of the custodians, shareholders or larger funds sort of have a blanket aspect about, by the way, we don't support these resolutions, and that's basically reflected in this particular vote. It's probably a similar aspect to the votes on Resolution 9. We'll have to look back and see exactly who's voted against Resolution 8.

Yes. No. I think Stephen Mayne had a question on Resolution 9, right? Did we address it?

Yes. So you can see that there. He's got a question in relation to why was the company formed in -- incorporated in Malaysia as opposed to Australia. And I anticipate what you described earlier was that when Shaun was busily establishing the company, he operated from emerging companies or emerging capital networks. Patrick, if you could speak to that, that would be great.

Patrick, do you want me to answer?

Yes. I think let's just go to the next slide. So we're now officially on the other business section of the meeting. So anyone can ask questions related to the business. But yes, definitely. And I'd like to give every director an equal opportunity to participate in the AGM. So I do know the answer to the question. But look, I'll hand this one over to you.

Okay. So the first part of the question says, what is the logic of our business being incorporated in Malaysia as opposed to Australia. I'll just clarify that actually, our listed company is an Australian company. It's not a Malaysian company. So we are incorporated in Australia. And we're listed in the ASX. I think that, that was a decision that was made at the time because of the ASX's deep understanding of the business models that we operate. So digital marketplaces are very well understood in Australia. And whilst we operate in emerging markets all over the world, I think the investor base in Australia does understand the business, does understand what we do, and has a capacity to digest some of the challenges as well as some of the successes that we will hopefully continue to have over the coming years. Would it make sense to redomicile to Australia? So as I mentioned, we actually are an Australian company. From a tax point of view, at the moment, we're actually not an Australian tax resident, as an entity. We're currently a Malaysian tax resident as an entity. We are exploring, just for efficiency's sake, whether or not that setup and construct is the right thing for the shareholders. And that's an active conversation that we've been having over the last few months. We don't have anything specific to update at the moment, but we're definitely going to be thinking about how that will impact our shareholders in relation to any tax changes that have been proposed in the recent budget. That will always be the key driving factor in terms of the decisions that we make around not only where we're domiciled, but where we make ourselves tax resident.

Thanks, Luke. So there is a request here to provide a general business update on the first few months of '26. And given that we haven't reported on anything specifically to the market, we're going to make sure that we don't provide privileged information. If one of you would like to speak to a general comment around the status of the markets where we operate?

Yes, I can give a very quick update, Claus. So I think I kind of look at the company as kind of in chapter 2 of its evolution. Chapter 1 was the chapter where Shaun led the company over the last decade plus, and he was very successful in placing the company into market-leading positions in a number of Frontier markets globally. That's not easy to do, but Shaun was successful in doing that on behalf of the shareholders. And I look at kind of Chapter 2, which is what myself and Luke as executives are very focused on, and which is monetizing those positions. If you look at the results that we've reported recently and particularly the investor presentations that are available on both our website and the ASX website, right, our North Star is very, very clear. We want the company to get to 40% EBITDA margins in the next 2 to 3 years, and we want to get to a 75% cash conversion as a group in the next 2 to 3 years. If you look at the Q1 results, I don't have it in front of me here, but I think it has been -- I believe it has been released to the market. You'll see that we're on track. You'll see that quarter 1 from an EBITDA perspective and from a cash conversion perspective was probably the best that the company has seen since its formation. And this is typical of kind of where we're at in terms of the Chapter 2 evolution of the company, which is monetizing the great positions of the great marketplaces that we have in the countries that we're in. Luke, did you want to embellish that response in any way?

No, I think that's a great response.

There's another question here about, given that Resolution 9 was defeated, can we undertake that we won't put this resolution up to next year's AGM? And I think that it would be inappropriate for us to make that undertaking today. I would say it's actually the responsible thing for companies that are outside of the top 300 to ensure they're properly equipped to be able to address the needs of the capital markets or the needs of the company going forward. I don't know if you want to embellish that one at all?

Yes. I mean what I would add, I'd tie back to our North Star, right? We are in the business of making this company hugely profitable and cash flow generating. As you'll see in the update that we provided for Q1, Q1 was progressing along those lines. And so we, as a company, do not foresee ourselves raising money to fund losses. If anything, if we were to raise money, it would purely be for M&A that is hugely accretive from a cash flow and a North Star perspective. So look, as Phillip said, I don't want to put us in a box as of now and say that we're not going to do this next year. But I just think from a trajectory point of view, I think it's important for shareholders to know that we are not looking to raise money anytime soon to fund loss-making positions in the company broadly. The company is intending to be profitable and cash flow positive going forward.

Excellent. Thank you, Patrick. There are no further questions, so we'll stop.

Stephen Mayne, you win the award for having the most questions at the AGM this year, and we thank you for your support as a shareholder.

I will say there was one other question that was in there. So all bar one of those questions came from a dedicated main shareholder.

Beautiful. Thank you. If there's no other questions -- let me quickly look now. No other questions. Thank you, Steve, and thank you, Claus. This concludes the business to be considered at this meeting. I'll now hand it over to the registry team to conduct the poll on all resolutions. When the voting has been collated, the results will be announced to the ASX later today. I thank you all for your attendance. I thank you all for your support. And I now declare the meeting closed.

Thank you very much.