Infomedia Ltd (BGLOBAL.BO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Bart Vogel, and I'm your Chairman. Welcome to Infomedia's 2022 Annual General Meeting. We're delighted to be able to host an in-person meeting after 2 years of virtual AGMs due to COVID. I'll begin today by acknowledging the [ Gadigal ] people, the traditional custodians of the land on which we meet today and pay my respects to the elders past, present and emerging. Before we commence with formal proceedings a few items of housekeeping. All attendees should now have registered their attendance and should be holding either a yellow, blue or red admission card. If you have not registered, please proceed to the registration desk now. If at any time, you have questions regarding your registration or voting procedures, please seek assistance from our registry provider, Link Market Services. Finally, please ensure that your mobile phone is switched off for the duration of today's meeting. Please note that today's proceedings are being broadcast via the Internet and will be recorded. If you wish to ask a question during proceedings, please raise your admission card and wait for a microphone so that the question can be captured for the webcast and audio recording purposes. We will give all shareholders a reasonable opportunity to ask questions, but it's not possible that all questions can be -- it may be possible that not all questions can be answered today. In asking questions, we request that all parties are courteous and respectful to those attending and running the AGM and that questions be kept a reasonable length and confined to matters, which are being considered at the AGM and which are relevant to shareholders as a whole. Let me then declare that a quorum is present and declare the meeting open. The format of today's meeting will proceed as follows. I'll provide an opening address, commenting on the performance for the year. I'll then ask Jens Monsees, our Managing Director and CEO, to speak about the company's strategy and outlook. And finally, I will then address the items of business in the order in which they appear in the 2022 AGM Notice of Meeting. For expediency, I will take the Notice of Meeting as read. As mentioned, there will be an opportunity to ask questions and make comments about the operations and management of the company and any related matters at the appropriate time during the meeting. I'd now like to introduce my fellow directors who joined me here today at our Belrose headquarters. Kim Anderson, Anne O'Driscoll, Jim Hassell and Jens Monsees. Also joining us in Belrose is our acting CFO, Chantell Revie, and our Company Secretary, Dan Wall. Infomedia's external auditor, Deloitte, are attending this meeting as well. And the auditor -- the audit partner, Pooja Patel, is available to answer any questions relevant that you may want to ask her later in the meeting, and I thank you for your attendance, Pooja. Turning to the Chairman's address. On behalf of Infomedia's Board of Directors, I welcome you to the 2022 Annual General Meeting. It's great to see shareholders here in Belrose today after a couple of virtual-only AGMs, and I'd like to thank all shareholders for your continued support during the last 12 months. Those 12 months will be remembered as an exciting time in the company's history and I want to highlight a few points. From a financial perspective, the company continued to grow its top line revenue, its underlying cash EBITDA and cash flow in FY 2022. From a leadership perspective, the company successfully transitioned from Jim Hassell's interim leadership this time last year to Jens Monsees, who has been in the CEO role since late May. From a strategic perspective, the renewed leadership has established a fresh energy and an exciting new vision, strategy and enhanced execution rigor. And this has all happened in the context of an external market perspective where the 2022 calendar year has looked very little like 2021, with greater market uncertainty, inflation, interest rate volatility and labor market pressures impacting our customers and indeed our own business. And from a corporate perspective, the company dealt with a significant distraction of a potential take-private transaction following the unsolicited, nonbinding and conditional offer to acquire the business that was received on the 13th of May 2022. I'll touch on each of these in a bit more detail, but first and foremost, to the approximately 500 members of the Infomedia team around the world, I'd like to thank you all and express the Board's sincere appreciation for your persistence, dedication and hard work during the year and to the leaders here in the room with us today. Thank you all individually and collectively for your efforts and your leadership, particularly during this difficult transition year. FY '22 performance. Infomedia delivered a solid financial result in FY '22. Revenue grew organically by 8%. And including the 12-month contribution from our most recent acquisition, SimplePart, revenue grew by 23% to $120.1 million, with growth in all of our products and in each of our 3 regions. It's a rare year that we achieve that growth in all products and in all regions, all in the same year. So thank you again to all of our team. Underlying cash EBITDA, which is the measure we best believe reflects the cash profits of the business grew by a very strong 29%. The Board was particularly pleased with the growth from the Infodrive data insights business. The global market shift to connected cars provides us with an important opportunity to expand our data and analytics offerings. And we expect that our emerging Data-as-a-Service offering will be a source of strong profitable growth into the future. In March this year, we announced the appointment of Jens Monsees as Chief Executive Officer and Managing Director, to take office on the 23rd of May of this year. In a short period of time, Jens has worked with the leadership team to develop an exciting new vision for the future of the business, bring his passion and his extensive automotive experience to the role. I'd like to thank investors for their positive feedback, and it was universally positive following Jens' appointment and the vision that he described to the market in the FY '22 results presentation in August. Importantly, there's been a noticeable change in customer engagement and in the energy across the global teams in recent months. The new leadership team has worked together to establish a new strategic road map for the company and identified a range of growth opportunities and operational excellence initiatives, many of which are already being implemented. Jens will guide you through that vision and those initiatives in a few minutes. One item, however, that I would like to highlight is the increasing focus on -- and discipline from the business in relation to cost management. The Board -- as a Board, we acknowledge that this is an important issue, which includes both the capital investment to build our products and the operational costs to serve our customers. Whilst we should flag that the process will take some time to reap benefits, we are pleased to see that the proactive approach under Jens' leadership and that of the leadership team with better internal reporting in particular and detailed analysis of the cost drivers is well underway. And thank you to all who've been involved in that effort. Having additional insights into the cost structure of the business is the first step to managing the efficiency of the business. I want to reflect then on capital management that has been raised with us on many occasions. Infomedia continued to generate good cash flow in FY '22. At the end of October this year, we had $55 million of cash on hand and no debt. The company maintains therefore, a very strong balance sheet, which the board believes is prudent and appropriate in the current environment of tightening capital markets. With the prospect of a potential acquisition of the company, the Board increased dividends for shareholders to $0.056 per share for the year, including -- and this is significant distributing all our available franking credits in anticipation of a successful bid. The Board will now continue to assess appropriate level of dividend distribution going forward based on the level of investment in organic and inorganic opportunities for the business. So whilst we retain a very high threshold for executing on inorganic growth opportunities, the Board fully supports the new management team's vision and growth strategy. We regularly assess our options for capital utilization or return in the context of our strategy and shareholders should be assured that we will continue to do so in the year ahead. To touch on governance for a second. Infomedia's Board acts in accordance with the governance framework and recommendations set out in the Corporate Governance Principles and Recommendations guidance issued by the ASX Corporate Governance Council. We place emphasis on personal integrity and mutual respect, and we're committed to achieving high standards of professional conduct across all our global operations. A few weeks ago, we updated and released the company's 2022 Corporate Governance statement, which can be found in the Investor Center section of the Infomedia's website. The statement includes our corporate governance framework, oversight policies and the Board and management approach to managing risk. Let me touch then on Board renewal. The Board intends to make 2 new Independent Director appointments early in the new year to provide additional sector expertise and enable further Board renewal. An external agency has already been engaged to facilitate this process, which is well underway, and we will inform the markets and shareholders as those appointments become due. I'd now like to take a moment to reflect on the recent acquisition offers. On the 13th of May 2022, just 2 weeks before the start of our new CEO, the company received an unsolicited, conditional and nonbinding offer of $1.70 per share which was immediately announced publicly by the bidders. The board obviously needed to respond to that. Given the share price -- the offer price per share, which represented a 33% premium to the prebid unaffected share price of $1.28 per share, the Board believed it was in shareholders' best interest to further explore the proposal. Two additional nonbinding proposals quickly followed, and the company opened a detailed virtual data room for 2 of the 3 parties to perform due diligence. By the end of September, when it was clear that the bidders would not deliver final binding and fully financed offers, we closed the virtual data room and terminated the process. As we reflect on the intense 16-week period of the bids, there are a few important takeaways for the Board. First, capital markets have changed meaningfully during the 16-week due diligence process. Many M&A transactions in recent months have been and continue to be impacted by the volatility in capital markets and the rapid change in global macroeconomic conditions. Secondly, direct costs incurred in relation to the bid were roughly $2 million. More significantly, this process costs the business dearly. The management effort to prepare around 8,000 document views and answer hundreds of questions in due diligence placed an enormous strain on the lean team and was a significant distraction in the first 4 months of Jens' tenure. We do, however, acknowledge that this process has helped to establish a more transparent and detailed perspective on Infomedia's business and opportunities. The due diligence and the information gathering supported much of the enhanced vision, strategy and operational excellence initiatives that are now core to the company's strategy. The Board is, however, very pleased that the management team and those here in the room are now able to focus -- to return their full focus on executing the strategy and initiatives of the business. On behalf of the Board, I'd like to extend my sincere appreciation to the internal team and to the many external advisers who you all know who you are, we thank you sincerely for your effort in supporting the bid response. In closing, let me share with you our views of this business. Infomedia is a strong healthy business with excellent long-term prospects. The bid process has not changed that underlying strength. The automotive sector is evolving, our OEM partners are increasingly looking to reputable, global, trusted one-stop solution providers. Infomedia is one of the few global automotive tech companies with an established presence in each of the major -- each of the 3 key global regions, and is uniquely positioned to offer solutions across the vehicle and customer life cycle. Whilst we're still subscale, in the U.S. and Europe, and we acknowledge that. Relative to the market opportunity, we believe the new strategy is improving our go-to-market approach and focusing on leveraging our data assets. As we look to 2023 and beyond, the directors are confident that Infomedia can and will play a bigger role in the dynamic and rapidly evolving automotive sector. Whilst we've got some short-term headwinds, we have confidence in the company's ability to execute on its new positioning. To conclude, let me thank customers for their business, loyalty and trust. And to our shareholders, our partners and our employees, thank you for your ongoing commitment and support. I also want to convey my personal thanks to my fellow NEDs, Anne O'Driscoll, Kim Anderson and a special mention to Jim Hassell for his 7-month role as Interim CEO. Let me now hand over to Jens, after which, I will return to run through the formal business of the meeting.

Thank you, Bart, and good morning, everyone, who is joining us in person and via webcast. I'm Jens Monsees. And as you mentioned, I've been Infomedia CEO and Managing Director since late May, and I'm very pleased to participate in our AGM for the first time. When I joined Infomedia, I knew that it's a very innovative tech company made in Australia, now operating globally. From my point of view, our road ahead offers a big opportunity for long-term growth. This growth is not only as a Software-as-a-Service business but also in establishing ourselves Data-as-a-Service ecosystem for the automotive industry. We have the potential to play a much bigger role in the global automotive market than we do today. That is the reason I joined and it's my passion to accelerate a healthy company to scale globally. That is what gets me out of bed every morning. I would like to thank the Board, shareholders as well as my team and clients for trust and for your support to achieve our bold and ambitious vision over the next 3 to 5 years. In June, we held our global leadership strategy offsite to develop this new vision for the company. We consider global market trends, we assess our current and future product portfolio and our go-to-market strategy. Almost 6 months into my new role, we now have better understanding of the areas that require investment and nurturing to strengthen our foundation. There's much work to be done together with the team, we are all working hard on the implementation of a series of operational excellence initiatives to improve our operations. Moving to Slide 6. In August, I provided an early snapshot of my initial impressions from my first 90 days. I would like now to update that with some further thoughts. I see 9 key reasons why Infomedia is a global leader. Firstly, we participate in a large and growing global market with a TAM of USD 84 billion. We have an outstanding portfolio of solutions. I actually received very positive feedback on our products from key customers all across the globe from Japan, Korea, the U.S., Europe and here in Australia. We offer mission-critical solutions with a highly recurring revenue base. We partner with many blue-chip OE customers and have long-standing trusted relationships. We are one of the only players with a presence in key global markets and are able to offer global account management. We have identified multiple growth drivers, both organically and inorganically. Most exciting for me is our rich data assets, which we have not, to date, monetized. We have an attractive financial profile with diversified and growing revenue streams, strong cash flow and no debt. And last but not least, we have a strong IP and a very experienced tech talent across the globe. This represents a fantastic foundation, but we know to leverage the full opportunity, we must change. We identified 4 main categories where we can improve our business, namely; performance, product, people and processes. This will enable us to drive the following outcomes over the next 3 to 5 years. We will improve our product delivery to accelerate our time-to-market. We will enhance our go-to-market and selling strategies to strengthen our sales pipeline. This is especially relevant given the typical 6- to 18-month sales cycles for most of our solutions. We will develop our current subscale presence in Americas and EMEA regions through considered investments. We will become more efficient and automated with our processes and data ingestion. We will better integrate our recent acquisitions to bring forward merger benefits such as cross-sell, upsell and bundling our solutions. And in real time, we are implementing improvements to our cost structure, including offshoring and becoming more value driven for our R&D spend. Expanding on what you said, Bart, earlier in relation to the evolution of the automotive sector, and as I have set out on Slide 7, we see 5 key trends driving the business and creating opportunities for us. First, electric vehicles; second, connected car, third, the dealer agency model and fourth, data-driven marketing and customer experience, and we see a very fragmented market that is consolidating now. I spoke briefly to each of these in August, and I look forward to delving further into these at the upcoming Investor Day, which I will tell you more about in a few minutes. Based on these trends, the leadership team came together and created a new enhanced vision for the company to become the leader in the art of data-driven customer experience in the mobility era to inspire a personalized customer experience using predictive data across the ecosystem of connected car, vehicle owners and dealer services. To enable a seamless and convenient customer journey, higher loyalty and efficient retail performance for OEs, NSCs, dealers and ecosystem partners. This enhanced vision for our future transforms our identity from a global provider of parts and service software now to a high-performing ecosystem of SaaS and DaaS solutions empowering OEMs and their dealer networks to manage vehicle and customer life cycle. There are exciting opportunities ahead, but to achieve them, we need to undergo significant change. Our program of change has commenced and more will follow. As a tech company, we must innovate and therefore, have and will continue to invest in already world-class product portfolio. We have now introduced our North Star principles of ensuring that everything we do is for the benefits of our OEs and NSC partners, the tens of thousand dealerships, their customer base and, of course, for us, for Infomedia. We already have a strategy in place, supported by a range of growth accelerations and Operational Excellence initiatives to hold us accountable to our plan. But a strategy without rigorous execution is just a dream. So we are reestablishing collaboration, an entrepreneurial spirit and global orientation with the team. We have already implemented clear and reasonable KPIs across the entire organization and are streamlining our processes, the way we operate accordingly. The automotive market is consolidating and critical mass is key to success for data-driven businesses, resulting in M&A opportunities. We have in place a strong M&A framework with sensible investment criteria, which we will continue to apply in a disciplined way as opportunities arise. Moving to Slide #9. Our new vision inspires us to make several strategic changes to pivot the business. This specifically includes moving from point-to-point solutions to an ecosystem approach, moving from focus on parts and service to an entire customer and vehicle life cycle. Moving from a project-led approach to increasingly become a scalable product-led organization. And most important, moving from data services as a separate product offering to operating with data at the core of everything we do. Our enterprise data platform will enable this approach. As we announced on the 28th of October, we will host an Investor Day on the 7th of December 2022 in Sydney. Please reply using the electronic link, which can be found in the announcement on our website. If any shareholder cannot access the link, please contact, Frank Zhu, from our Investor Relations team for assistance. His contact information can be found in the announcement. On the day, I will dive deeper into our growth strategy and operational excellence initiatives. We will introduce you to leaders from European and Americas markets to share their perspective on trends impacting the automotive industry. We will also have some of our product leaders host a series of product demonstration, workstations to showcase our solution suites. I think it will be a very informative event, and I can encourage you to attend, if possible. Now on Slide 11. With the benefit of 4 months of actual results in FY '23, we provide updated guidance for full year revenue of $127 million to $132 million. At a macro level, market volatility has increased. Importantly, for us, there has been a slowdown in the growth rates of automotive e-commerce volumes following the heightened COVID driven growth. What does that mean for our business? FY '23, revenue growth is impacted by a slower than expected growth rate in SimplePart. We are experiencing some product delivery and implementation delays of already signed contracts. On the flip side, we are continuing to see double-digit growth in our data offerings. And there is encouraging activity from our dealer-facing training teams to clear the backlog of Superservice installations that arose during COVID lockdowns. We are currently tackling our legacy cost structure head on. Our updated revenue guidance means it will be more challenging to increase underlying cash EBITDA this financial year than previously expected. Reported profit will include one-off restructuring costs to address cost out initiatives and one-off bid response costs. I'm very confident that the measures we are taking are the right initiatives for the long-term growth and profitability. These measures we have -- will have positive impacts on our underlying cash EBITDA from FY '24 onwards. On Slide 12, with our 3- to 5-year strategy, Infomedia is proactively pivoting and strengthening the business in anticipation of industry trends. The future is positive. We have lots of work to do. We are rolling up our sleeves and implementing changes. I'm excited for our road ahead and proud to lead the team driving the company forward. I want to say a big thank you to our team, customers, partners and for your warm welcome and your continuing support, which I do not take for granted. I expect my appreciation to -- I extend my appreciation to my fellow directors for your ongoing counsel and oversight and in particular to Jim for his leadership as an interim CEO and the comprehensive handover when I joined. Finally, to our shareholders. I'm looking forward to seeing and meeting as many of you as possible and sharing more details on our next chapter of growth at the Investor Day on the 7th of December. Thank you.

Thank you, Jens. Before we commence the formal business of the meeting, I'd like to throw the -- throw open to questions from the room. Are there any questions of myself or Jens at this time? Thank you. You will have an opportunity to ask questions when we break for tea and during the course of each of the formal components of the meeting. Let me move then to the formal business. Firstly, I will introduce each resolution. The formal resolution wording together with proxy positions will be displayed on the screen. All items of business will be determined by poll. Votes will be counted after the meeting, and the results will be posted to the ASX as soon as practicable. As stated in the Notice of Meeting, I intend to vote all open proxies held by me as Chairman in favor of the resolutions. The voting positions, which will be displayed behind me for each resolution include the proxy votes that I hold. There will be an opportunity for comments or questions before each vote is taken. Attendees holding a yellow card can vote and ask questions. Those holding a blue card may ask questions but may not cast a vote and those holding a red card are attending as visitors and are not eligible to vote or ask questions. I now declare the poll open. The first item of business is the consideration of the company's FY '22 financial statements and reports. The Financial Report, Directors' report and Auditor's report for the year ended 30th of June 2022 have been distributed to members. The company's 2021 annual report is available for download from the company's website. There is no formal vote required on this item of business. I now invite shareholders to ask questions or make comments as to the financial statements and reports, the operation and management of the company or the conduct of the FY '22 audit, the audit report, the accounting policies of the companies or the independence of the auditor. Our Chair of the Audit and Risk Committee, Anne O'Driscoll is available to answer questions about the FY '22 financial statements. And Ms. Pooja Patel of Deloitte is available to respond to questions relating to the conduct of the audit and the preparation and content of the auditor's report. Are there any questions on the financial statements? Thank you. There being no questions. That concludes our consideration of the company's annual financial report. The first resolution for us to consider is the adoption of the FY 2022 Remuneration Report. Please note that this resolution is advisory only and does not bind the directors of the company. I note for the record that if 25% or more of the votes cast are against the resolution, this will constitute a first strike. Voting exclusions apply to Resolution 1 as set out in the Notice of Meeting. The Board unanimously recommend that shareholders vote in favor of this resolution. The formal resolution, together with voting positions, are displayed on your screen. As Chairman, I hold 0.1% of voted capital by open proxy, which I intend to vote in favor of this resolution. Are there any questions on the remuneration report? No questions. Thank you. I now welcome any questions. And there being no further questions, please cast your votes on this resolution. [Voting]

That then brings us to the second resolution for the election of Jim Hassell as a Director. Jim was appointed to the Board on the 10th of May 2021 as an addition to the Board. Jim is a highly experienced executive in the information technology and telecoms industries, having worked in these sectors, both domestically and internationally for over 30 years. Jim held positions as the Group CEO of BAI Communications, as VP and Managing Director of Sun Microsystems as well as senior roles with NBN Co. Broadcast Australia. Jim has a proven track record of driving business growth via traditional revenue streams augmented by the development of new services and revenue from data analytics and artificial intelligence. Jim serves as the Chairman of the company's Technology and Innovation Committee and is a member of the company's Audit and Risk Committee. Jim also served as the company's interim Chief Executive Officer, and Managing Director in the period spanning October 2021 to May 2022. Despite this appointment, the Board considers that Jim remains an executive non -- an Independent nonexecutive Director. Jim, would you like to say a few words to add to your candidacy?

Thanks very much, Bart, and thanks for your time today. It's been a really interesting and engaging 18 months since I joined the Board of Infomedia in May of 2021. And at the time when I joined, I was very attracted to the business because of a number of its attributes; a technology, business, profitable, growing, global. And more importantly, I think for me, one that was operating in a changing environment with the moves to electronic vehicles, connected cars, changes in the routes to market for OEMs and shared vehicles. And to me, companies -- technology companies, which operate in a changing environment and position themselves to take advantage of that do really well, and that makes for a very exciting proposition. And those are the things that I saw 18 months ago when I joined the Board, and I was looking forward to getting to know the business in more detail. And I got that opportunity in a much deeper and unexpected way when the previous CEO resigned in October 2021, and I agreed to step in on an interim basis as CEO. Although it wasn't planned, it gave me a terrific chance to get to understand both the people and the business in a way that would not have been possible in the same time frame as a Nonexecutive Director, and I really value that. And during that 7 months as the interim CEO, I discovered that all of the things that attracted me to Infomedia as a company in the first place were there and in many ways, were there in greater amounts than I had initially thought. Infomedia, it's a great technology company with long-term sticky customers, generates cash, had widened its customer proposition with relevant adjacent solutions with the acquisition of Nidasu and SimplePart, that in my view, has got a great future ahead. I also got the chance in that period of time to see close up some of the challenges the company faces and as with every company, there are challenges to solve. I think I've got some good insight into those, which I'd believe will be helpful in how the Board supports the management team to address those. During that period, our challenge as a Board was to find the right leader to take the company on the next stage of its journey. I'm delighted that our search delivered Jens to take the reins of the business. He's got a great mix of digital data and automotive skills and terrific global experience and is a great fit to lead Infomedia on the next stage of our journey. I'd also just like to say thanks to the Infomedia team who were fabulous during that period for me and to the Chair and Board for their support during that. I believe that when I joined the company, I could offer value as a Board member, having been a successful CEO for 15 years, having wide international experience, including building successful and profitable businesses from a small base in Australia, Europe, the U.S. and Canada. And I also have experience of building a strong and profitable business from data seeing the opportunity and monetizing that in a way which delivered a great deal of value for our customers and a great deal of value for our bottom line. All of these, I think, are very relevant to Infomedia. Having spent 7 months much closer to the business, I believe even more so that the experience and skills I have, will add value as a Nonexecutive Director to the exciting journey that Infomedia is going on next and that value is enhanced by a better knowledge of the people and the business over that period as interim CEO. I stood for election at last year's AGM, but we said when I stepped in as interim CEO that I would stand again this year in the interest of good governance and ensuring our shareholders have the opportunity to exercise their judgment on my suitability and independence going forward on the Board. I hope to continue to serve on the Board of Infomedia for years to come, and thank you for your confidence in me and the voting that we have seen so far. Thank you.

Thank you, Jim. The Board, with Jim abstaining, has considered Jim's candidacy, both in respect of his individual merits, his background and experience as well as in relation to the overall Board composition and recommends you vote in favor with the -- of his election. A formal resolution, together with the voting positions, are displayed on your screen. As Chairman, I hold 0.1% of the voted capital by open proxy which I intend to vote in favor of this resolution. Are there any questions? Thank you. Congratulations, Jim, on your return to the Board. With -- the next resolution, Resolution 3 is the reelection of Ms. Kim Anderson. The second (sic) [ third ] resolution relates to Kim's candidacy. Kim was appointed to the Board on 15th of June 2020 as an addition to the Board and was last elected by shareholders at the 2020 Annual General Meeting. She retires in accordance with the company's constitution and the ASX listing rules and being eligible offers herself for reelection. Kim has more than 30 years' experience as a senior -- as a CEO and senior executive in a range of media companies, including Southern Star Entertainment, PBL, Ninemsn and Reading Room, Inc., of which she was the CEO and Founder. Ms. Anderson holds a Bachelor of Arts from the University of Sydney and a Graduate Diploma in Library Information Science from UTS. Kim is currently a Nonexecutive Director of Carsales Limited, SiteMinder Limited, Invocare Limited and the Sax Institute. I now invite Kim to say a few words regarding her candidacy.

Thanks, Bart. First, let me say it's a privilege and an honor to sit before you today for reelection as an Independent Director of Infomedia. As you've just heard from Bart, my background is in media and marketing, having been a senior executive and CEO of many of Australia's media, digital online publishing and broadcast companies, both here and in the U.S. As a company director of ASX-listed companies for more than 15 years, I believe my knowledge of governance and oversight of the management of the company brings a wealth of experience to the Board. As many of you have heard, I have been on the board of Carsales since it IPO-ed in March 2010. And it IPO-ed with a market cap of $1 billion, and today, it has a market cap of $7 billion and more than 50% of its revenue is offshore. Why am I telling you this? Because during that time, I have seen a significant change in the automotive industry and now the connected car. I believe Infomedia, as outlined by both Bart and Jens here today, is uniquely positioned to play a pivotal role as a partner to the OEMs, dealers and consumers. And I want to be part of that journey, too. I'm also Chair of the People & Culture Committee. It's called something different on all my Boards, but it is I am Chair of the People & Culture Committee on all my Boards. And I hope that too will benefit Infomedia, in particular, in attracting the right talent to execute our new strategy led by Jens and his team. I very much look forward to working with my fellow directors whom I would like to thank for their support and to all our shareholders for your support. Thank you.

Thank you, Kim. The Board with Kim abstaining, has considered Kim's candidacy, both in respect of her individual merits, background and experience as well as in relation to the overall Board composition, and we recommend you vote in her favor. The formal resolution, together with voting positions, are displayed on your screen. Again, as Chairman, I hold 0.1% of voted capital by open proxy, which I intend to vote in favor of this resolution. Do we have any questions for the Board or for Kim. There being no questions, please cast your vote on this resolution. [Voting]

Third -- sorry, the next item, which is Resolution 4, this resolution concerns the issue of sign-on bonus to Mr. Monsees in the form of equity interest on the company's equity bonus plan. ASX Listing Rule 10.14 requires shareholder approval for the acquisition of equity securities by a director issued under an employee incentive program. Equity securities include shares and rights to acquire shares. During the recruitment process to find a successor to the role of Chief Executive Officer and Managing Director, the Board considered a range of options to attract and secure a high-caliber candidate to the position, including the use of a onetime sign-on incentive. Accordingly, the Board made an offer to Mr. Monsees to receive a onetime sign-on bonus in the amount of $450,000. It is the Board's intention to confer the sign-on bonus in the form of RSUs, restricted stock units, under the company's equity bonus plan, which are convertible to fully paid ordinary shares on the terms described from -- on Page 8 of the Notice of Meeting. Voting exclusions apply to Resolution 4, as set out in the Notice of Meeting. The board, with Mr. Monsees abstaining unanimously recommend that shareholders vote in favor of this resolution. The formal resolution, together with voting positions are now displayed on the screen before you. Again, as Chairman, I hold 0.1% of voted capital by open proxy, which I intend to vote in favor of this resolution. Are there any questions on this item of business? Thank you. We have no questions. Please cast your vote on this resolution. [Voting]

The next resolution relates to the grant of long-term incentives to Mr. Monsees. ASX Listing Rule 10.14 requires that shareholders approve the acquisition of equity securities by a director issued under an employee incentive program. Equity securities include shares and rights to acquire shares. Long-term incentives, or LTIs, form a part of the company's core remuneration strategy, providing executives with a variable at-risk remuneration component aligned with shareholder interests. As outlined from Page 17 onwards in the Notice of Meeting, the company uses 2 long-term incentive vehicles in the form of Performance Rights and Share Appreciation Rights. The LTI program aligns the interests of shareholders and executives by forming a link between shareholder returns and executive remuneration outcomes. Vesting of the Performance Rights is subject to the delivery of growth in earnings per share, whilst the SARs are directly linked to top line revenue growth. This ensures an appropriate balance of top line revenue growth coupled with appropriate cost management to deliver the earnings and capital growth over the period. Voting exclusions also apply to Resolution 5 as set out in the notice of meeting. The Board, with Mr. Monsees abstaining unanimously recommend the shareholders vote in favor of this resolution. The formal resolution, together with the voting positions, are now displayed on your screen. As Chairman, I hold 0.12% of voted capital by open proxy, which I intend to vote in favor of this resolution. Do we have any questions on this item? Thank you. There being no further questions, please cast your vote on this resolution. [Voting]

Before I conclude today's meeting, I'd like to invite any further questions from shareholders or proxy holders? There being no further questions, I now declare the meeting closed. Thank you, ladies and gentlemen. That completes discussions and questions on the formal business of the meeting. If you've not already done so, please cast your votes via the online platform. The poll will close in approximately 5 minutes' time. And the results of the poll will be reported to us as soon as possible. The results will then be released to the ASX and published on the company's website. I therefore close the meeting and thank all shareholders for attending today's meeting.