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

Welcome to the Infomedia AGM. It's absolutely wonderful to see so many people here today, makes a change from Belrose where we struggle to get anyone to join us. Clearly, the quality of the muffins in the city and the quality of our office has brought you in. But we're delighted to welcome you to our offices. We moved into this building some months ago. And as you can see, it's a good venue for us to hold our AGM as well as host our top team of employees. So thank you all for joining us here. My name is Bart Vogel, I'm the Chairman of Infomedia Limited. And I believe we have a quorum. Now I declare the 24th Annual General Meeting of Infomedia Limited open. A very special and warm welcome to our shareholders. There are a number of our shareholders and our largest shareholders in the room. So a big thank you and a big welcome to all of you and to all those that have worked with us over the years in advisory and support capacity. It's great to see you all here. Thank you for joining us. I'd also like to welcome representatives of the company's auditors, Deloitte, Pooja Patel. Thank you for joining us. You're represented here today on behalf of them. And also joining us today in the front row is our CFO, Chantell Revie; and our Legal Counsel and Company Secretary, Dan Wall. Before we commence on the formal proceedings, just a few items of housekeeping. Bathrooms are on either side of the lift wells behind you. And just as it relates to voting cards, all attendees should now have registered their attendance and should be holding a yellow, blue or red admission card. If you have not registered, please proceed to the registration desk now, which is in the office behind this forum. If at any time, you have questions regarding your registration or voting procedures, please seek assistance from our registry provider Link Market Services who are represented here today by Lucy Chiu. Welcome, Lucy, and thank you again for your services. Finally, please turn your mobile phones off, I better do that myself. And let's then kick off with the proceedings. Please note that today's meeting is being recorded for those investors who have been unable to join us in person. If you wish to ask a question during the proceedings, please raise your admission card, all hand wave to us and wave to the microphone, so questions can be captured for the audio recording as well as for those in the room. Today's meeting will proceed as follows. I'll provide an opening address, commenting on the performance for the year and some other matters. And I'll then ask our CEO and Managing Director, Jens Monsees, who's with me here on the right to speak about the company's performance strategies and outlook. And I'll then deal with matters -- with the items in the business in the order in which they appear in the 2023 AGM Notice of Meeting. For expediency, I will take the notice of meeting as read. There will be an opportunity to take questions and make comments about the operations or management of the company and any other related matters at appropriate times during the meeting, and I will open the meeting up for that purpose. Obviously, you may choose to ask questions in an informal setting the directors and management who are present with us here today will stay on afterwards. -- and we hope we can get to meet you individually and talk about whatever might be on your mind. Let me now introduce the directors of the company to you. On our far right, we have Edwina Gilbert and both Edwina and Lisa Harker, who's next to her will be talking to you later for their election to the Board. We have Jim Hassel in the center, Kim Anderson. And as I said earlier, Jens Monsees. So welcome to my fellow directors. Let me now turn to the Chairman's address. For those who attended last year's AGM, you will recall me saying that 2022 is an exciting year as we had many new corporate developments. We had a fast-changing and challenging macro environment. And of course, we were in the center of an unsolicited public bid, which turn out to be a substantial distraction to the business during that year. By contrast, in 2023, whilst the macro environment has retained a high level of uncertainty, the Infomedia team were focused entirely on executing our transformation strategy. To put that in industry context, whilst the global economy has obviously been impacted by high inflation, low growth and geopolitical conflicts, the automotive industry has also had to deal with some several -- with some significant macro trends, some of them being the rise of the Chinese brands, resulting in very strong growth in China's share of the global automotive market, the decline in the level of consumer spending on luxury goods, including luxury new vehicles and increasing labor disputes highlighted by the United Auto Workers or UAW strike that has had a significant impact on the American automotive industry. Those trends together with a number of industry responses are driving demand and new opportunity, we believe, for the SaaS and DaaS solution providers like Infomedia. This consolidation of OEMs into larger global groups. This consolidation of single brand dealerships to larger multi-brand dealer groups, particularly in the U.S., but we see that emerging in other countries as well. There is a very significant consolidation of technology vendors to the industry at all layers of the technology stack. The digitization of the industry in all areas, including connected cars, omnichannel dealerships and the data-driven customer experience. And as we are seeing with selected brands, the rise of the agency model is taking place. Infomedia, as a leading global technology and data provider to the automotive industry is well positioned to help our customers navigate digital transformation of the industry. As you'll see on the slide in front of you, despite the headwinds in the global economy, it's important to highlight our shareholders, to our shareholders that Infomedia has had a long and successful track record of growth. We've now had 12 years in a row of consecutive revenue growth. And importantly, as you can see, over the last 6 years, Infomedia has been growing and diversifying its revenue at a compound annual growth rate of roughly 13%, which includes acquisitions. And this has been achieved while generating positive cash flow, paying annual dividends and remaining debt-free in each of those years. In FY '23, Infomedia delivered a strong and solid financial result, which included pleasing evidence of the early work of Phase 1 of the transformation strategy that Jens outlined for this AGM last year. In particular, our focus on cost in year 1 was a major success. Recurring revenue grew organically by 11% to $128 million, with growth in all products and in each of the 3 regions at an Aussie dollar level as well as in local currency. And that's the first time in a long time that we've had all regions and all products growing simultaneously. Underlying cash EBITDA, which is the measure we believe best reflects the cash profit of the business grew by 14% to $28 million. And Infomedia paid a total dividend of $0.04 per share during the year. Whilst the profitability and recurring revenue of the business is underpinned by our core Microcat EPC and Superservice products, what really pleased the Board in the last 12 months was the growth from our Infodrive business which grew its revenue to $26.9 million. We expect to see that data-as-a-service offering, which is really about data and analytics, continue to deliver strong future profitable growth. And in recent months, we've seen -- we finalized the earn-out arrangements with our SimplePart acquisition, which we expect to see an accelerated integration of both the SimplePart and our American businesses into our global go-to-market approach. So let me just make that point again, as a point of emphasis. We were running our SimplePart acquisition as a stand-alone entity for the first 2 years of that acquisition. We've now simplified our arrangements. We've brought those 2 businesses together. We've resolved the earn-out requirements of the previous owners, and we've integrated our North American operations into one office in Atlanta and we believe that's going to make a very significant difference for our North American region. I'd also like to address an important question that's been raised with us by our large investors. And that is the question regarding the bridge between our underlying cash EBITDA and our net profit after tax. And you can see those 2 numbers on the top right-hand side of the slide. I'm pleased to report that over the past few years, capitalization and development of -- capitalization of our development cost has reduced from 87% at the peak of our next-gen program to 67%, which has been reported in FY '23. We expect this trend to flatten and to normalize in the short to medium term assuming there's no changes to the underlying business. And as you would expect, our amortization will follow capitalization. And whilst we believe the market has a good understanding and a good comprehension of that for the FY '24 year ahead of us, it's clear that the signal we're providing you here today around our 4 trends around capitalization and amortization will require investors to think more carefully about their expectations of where the business will be going forward. All of this information is contained in Note 1 and Note 6 of our annual reports for investors who want to read further. And in addition, our CFO and leadership team is obviously available to discuss this further. We will provide further information on these matters at our half yearly report when we get together in February. With reference to the tax rate, which is an important bridge as well between the EBITDA and the net profit after tax, we're subject to evolving regulatory conditions in the countries in which we operate. Many of you would know that there's been changes in the U.K. tax rate. The rate available to us for R&D tax claims will depend on which countries we perform our development activities in. Either way, we would expect that we will optimize our tax payable, but over time, our effective tax rate may change depending on the jurisdictions and the balance of our business in those jurisdictions. As I reflect back on our performance, I'd like to express the Board's satisfaction with the progress made by Jens and the leadership team in the first phase of our transformation strategy during 2023. The strong results that you're seeing in front of you in areas of focus such as cost management and recurring revenue growth reflect the hard work and dedication of that team. Whilst we're talking about the management team, let me reflect for a minute on renewal that has taken place, resulting in a leaner more agile and collaborative international team. We continue to provide new career opportunities to our executives and emerging leaders. We are pleased to note that 6 new members of the executive leadership team were promoted internally during the course of the last 18 months. The best example of this approach is our new CFO, Chantell Revie, who's been introduced and has met many of our investors. She is an internal promotion and has had an immediate impact through her energy and support of the transformation agenda and Chantell, it's wonderful to have you on the front row here. At a Board level, as you can see, we've got 2 new nonexecutive directors that were appointed by the Board during the course of the year. Lisa Harker and Edwina Gilbert. Lisa and Edwina will have a chance to introduce themselves to you during the formal part of the agenda. And the Board values their contribution and looks forward to working with them through what will be lengthy and stellar executive -- nonexecutive careers, I'm sure. I would also like to take this opportunity to thank Anne O'Driscoll, who retired as a Non-Executive Director after 9 years. And we'd like to thank her for her contributions to the Board and the company in general. Anne O'Driscoll was our leader of the Audit & Risk Committee and Lisa has stepped in to take that role. So as we look ahead at the growth prospects for the business, the Board will continue to provide both the governance and support for the executive team in executing Phase 2 of the transformation strategy. We continue to support our customers as they deal with volatility in the global economy. Our role is to provide all our customers from international OEMs, to local dealers with the tools, the data and insights to allow them to better serve their customers and drive value. We are a strong recurring revenue business with excellent long-term prospects. We're a trusted global technology partner to the world's automotive ecosystem. We're in a very privileged space. In Phase 2 of the strategy, we will continue to execute the initiatives that support that long-term profitable and sustainable growth. As we look to 2024 and beyond, the directors are confident that Infomedia can and will play a bigger role in the dynamic and rapidly evolving automotive sector. To conclude, I'd like to thank our customers for their business. I'd like to thank them for their loyalty and trust. And to our shareholders present here today, our partners, many of whom are present here today and our employees, many of whom are here today as well. Thank you all for your commitment and support. My personal thanks also to my fellow directors for their support during the year. Let me now hand over to Jens, and then I will run -- I'll return later to run through the formal aspects of the agenda. So Jens, over to you.

Thank you, Bart. It was indeed a very exciting year, and very successful. Good morning, everyone, joining on webcast as well as here in person in our new office. I'm Jens Monsees, CEO of Infomedia. In FY '23, we started a new strategy to accelerate the profitable growth of our business, and we successfully completed Phase 1 change ahead of time. Despite the distraction of the public offer, the team focused on our customers and executing our strategy to drive organic and profitable growth. We delivered a strong FY '23 performance and have set the company up to take advantage of further global opportunities. I would like to thank my executive team and all our talented employees for a job well done. I have enjoyed getting to know our people in the last 18 months across the 3 regions in our new headquarter in Sydney, CBD, our new hybrid working model is well established, and we are creating innovation and collaboration opportunities across our teams. Our people can now travel here via public transport, I'm pleased that our collective commuting has a smaller impact on the environment. I'm delighted by the very positive feedback we have received from our customers and the momentum we created by consistently executing on our new strategy. The domain knowledge, the thought leadership we are providing to the industry supports our customers to leverage their digitization and data opportunities. In FY '23, we commenced the integration of various stand-alone solution groups to create a connected ecosystem. This effort will be completed in Phase 2. We are also now strengthening the newly established ways of working, and we are preparing to further scale our solutions globally. As shown on this slide, over time, we will continue to open the jaws further to generate positive operating leverage. Let me now summarize the key achievements in FY '23. And provide an upgrade on progress in Phase 2. I expect that the strengthened phase will be executed over the next 18 months. On the screen, you can see initial achievements, which are a testament of our focus on driving profitable growth. We grew revenue in all regions and all products. Our recurring revenue grew double digit in FY '23 to $128 million, and that is organic growth. We were able to move recurring revenue up to 99% of total revenue. We now have our cost under control. Recurring underlying cash EBITDA margin was expanded from 17% to now 21%. Underlying cash EBITDA rose by 14% to $28 million. Last but not least, our strong cash flow generation continue in FY '23, and we entered FY '24 with $65 million cash on hand. We are well positioned to pursue future bolt-on acquisitions. Now let's have a look at our regional performance on the next slide. We focus on accelerating the Americas region, in particular, and you mentioned that, Bart, with the new integrated go-to-market strategy together with the SimplePart business. This enables us to grow the Americas region revenue by 14% in Australian dollar. Underlying cash EBITDA was up 21%. APAC region continued to grow double digit in both revenue and underlying cash EBITDA. EMEA recorded 5% growth in revenue and 4% growth in underlying cash EBITDA. Here, I see an opportunity to further accelerate the growth in the region. It's a big opportunity in EMEA still. I'm proud that the entire Infomedia team rose to the changes we implemented in FY '23. Together, we have made substantial improvements in all key areas of our business. You can see on screen the slide we presented at the FY '23 full year results, outlining the focus of Phase 2. We are strengthening our new ways of working by shortening our time to revenue, strengthening our sales pipeline, fully integrating SimplePart into the Infomedia group and generating synergies, continue operational excellence initiatives. Let me update you on some of the progress so far in some of the examples. First, SimplePart recently signed Kia in the U.S.A., so in Americas and BMW in APAC. That's our third brand already here rolled out in APAC. Superservice Triage launched for Ford in APAC. Our fast-growing Infodrive has added another brand, Chery. It's a strong Chinese automotive brand. And Kia will be rolling out Microcat in Mexico. On our geographic expansion, Superservice secured its first Triage client Volkswagen in South Korea and SimplePart contracted its first client in Latin America. As a reminder, many of our new signed contracts require a degree of implementation, installation and training. We classify those as backlog until they are delivered and invoiced. I'm happy to report, on average, the time frame has improved by 20%. This is a direct result of our delayering efforts in Phase 1 and our new Biz-Dev-Ops delivering model. We are bundling our -- we are building our new 2 DMS integration pilots in the U.S. with Dealertrack and CDK. Together, they cover 16,000 dealerships that we can now address. Towards the end of FY '23, we successfully renegotiated the final SimplePart earnout and commenced full integration of SimplePart and Infomedia's Americas business. While still early in the process, I would like to update you on the following. First, our 2 sales forces in the Americas are merged and a single go-to-market strategy is in place to accelerate our growth in the sales pipeline. Second, integrated data ingest has commenced between Microcat EPC and the SimplePart EPC. And third, the Americas leadership team has been consolidated under one single regional executive in Atlanta in our new regional headquarter. We are currently investing in a pilot for our newly established offshoring hub that will enhance both development capabilities and long-term cost competitiveness. This is not only -- this not only enables us to consolidate the number of existing offshoring supplies, but also have a positive impact on FY '25 underlying cash EBITDA. This might -- despite a small negative short-term impact on EBITDA and NPAT. Infomedia has successfully implemented a number of innovative initiatives using generative AI into our products and processes. And I don't want to reveal too much here in the public, but there are things to come very soon, but we don't want to tell our competitors. At the core of our business, there is a rich and growing data asset that is fueling all our software solutions. Our global footprint makes us unique and how we are able to service multinational brands and large dealer groups. Our enterprise data platform, EDP went live in August and is supporting the delivery of our new analytics product suite. As well as an accelerated migration of data assets across the business. Data on the EDP will be centralized whereas in the past, when OEMs data flows were individually coming into our solutions. The centralization and standardization of the vast data assets enable streamlined data flows, improved cost efficiency and enhanced data quality and governance. EDP will enable us to deliver further innovation capabilities in FY '24 and provide a greater competitive advantage. As a result, I'm excited that our newly established 6 solution group Infodrive analytics has now successfully secured and built its first subscription client. Building on our significant database across our solution groups, we will enable us to deliver insightful and actionable data to our OEs, OEMs and our dealerships to further optimize their business. Specifically, our solution group provides informative dashboards to OEMs and to dealers, allowing better management of inventory, especially on parts and warehouse operations offer insights into corporate and retail customer experience and enables integration with their OEMs providers. With almost 5 months behind us in the current financial year, we now have a clearer picture of how our business is tracking to the year. We continue to encourage -- to be encouraged by many of the initiatives that we are executing during the strengthening phase of our transformation strategy. Based on the progress, we are updating our FY '24 revenue guidance to a new guidance range of $137 million to $142 million. This is a $2 million uplift to the bottom end of the previous guidance given at the results in August. After 1.5 years with the company, I'm inspired by our team, by the innovations we are working on and the new opportunities we are seeing in the market. We are exactly at the right time, the right place with the right capabilities to leverage on the digital trends that are playing in our favor, such as -- and you mentioned a few, Bart, already connected car, the dealer agency model, data-driven marketing, customer experience, big focus of OEs nowadays and digitization of dealerships. I want to say a big thank you to the team, our board, our customers and partners as well as to you, our shareholders, for your continuing support. Chantell and I looking forward to update you on the half year results in February 2024. And with that, thank you. Back to you, Bart.

Thank you, Jens. I'd now like to move to the formal part of the meeting. Upon registration, you would have received a colored admission card, yellow for voting shareholders, blue for nonvoting shareholders and red for visitors. Voters holding a yellow card can vote and ask questions. Those holding a blue card may ask questions but may not cast any votes. And those holding a red card are attending as visitors and are not eligible to vote or ask questions. The relevant voting rules are set out in the notice of meeting which is available on the tables on the side, but I will assume that and take those as having been read. I will invite questions at the appropriate time during today's formal session. Anyone wishing to ask a question or make a comment at today's meeting, please raise your admission card, wait for the attendant to bring the microphone, and please state your name and then ask the question or make your comment. I will ask you to address questions to me. And if appropriate and undoubtedly, I will direct questions to my fellow directors, the CEO, CFO or auditors. I reserve the rights as Chairman to rule questions as not pertaining to the meeting or being out of order. A copy of written questions received from shareholders and the company's responses to each are included in the AGM minutes book which is available for inspection by members. But let me just check with our company Secretary, were there any questions received in advance. We have not yet. Okay. Where appropriate, we will address those questions if they come up during the meeting today. For each resolution, I will briefly introduce the resolution. The formal resolution, together with the proxy positions as of this morning will be displayed behind me. 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 displayed behind me for each resolution include the proxy votes that I will direct in favor of each resolution. There will be an opportunity for comments or questions before each vote is taken. Rather than a show of hands, we have determined that all voting will be conducted by poll which means -- which is a means of providing transparency on all voted capital. And this is in line with best governance practice. I'll now run through the instructions for voting by poll. Those holding a yellow card are entitled to vote. If you're attending the meeting in more than 1 capacity, you have 2 separate -- you should have separate yellow voting cards for each separate capacity in which you are attending. And please mark the card for against or abstain as the case may be. For proxy holders, if you are a proxy holder, you must comply with the directions of the shareholders to lodge a valid vote. And to the extent that you're not directed, you have discretion on how to vote, please mark a box beside the resolution to indicate how you wish to cast any open votes. And please lodge all completed voting cards in the available ballot box at the end of the meeting. And Lucy, I assume you'll walk around with the ballot box for all shareholders. Thank you. If you require any assistance, please proceed to the registration table and to Link Market Services, who will be able to assist you. I formally again appoint representatives of Link Market Services to act as returning office once the vote is completed. And the results of the poll will be announced on the ASX as soon as possible following the conclusion of the meeting and a summary of the resolutions and valid proxies received will then be displayed on the screen. Let me now declare the poll open. The first item of business is the consideration of the company's FY '23 financial statements and reports. The financial report, the directors' report and the auditor's report for the year ended 30th of June have been distributed and may be found in the annual report and on the company's website. And for those who don't have a copy of the annual report, with me there are spare copies available to you here. There is no formal vote on this first item but I will open the floor to any questions that any shareholders or attendees who may have to make a comment or ask a question on the financial statements and reports, the operation or management of the company or the conduct of the FY '23 audit -- the audit report, the accounting policies of the company or the independence of the auditor. I will open up for questions on other resolutions, including the REM report at a later point. So let's focus at this point, largely on the financial matters. We have in front of us here today, Chantell Revie, our CFO; as well as Ms. Pooja Patel of Deloitte who is available to respond to any questions relating to the conduct of the audit or the preparation of the accounts and the auditor's report. Are there any questions from the floor?

I'm Brian Allison , shareholder. Just wanted your view on what effect, if any, the transition to electric vehicles would have on the business? Probably not immediately, but in coming years?

Yes. It's certainly an issue that I know our CEO, Jens has spent a lot of time considering so I'm happy for Jens to respond to that now.

So we obviously get a lot of questions on EVs. We see currently that the first wave and hype is basically gone out of the market. So the new shiny things are not so shiny anymore. I just read an article this morning that in Germany, where they were expecting 30% of the cars electric in 2030, they might reach half of it. So there is a little bit of a consideration phase currently going on. And I guess your question is more what is it meaning for our business and EVs. So we produce catalogs, electronic catalogs. And every model, if it is a diesel, if it is an injection engine or if it is an EV or hybrid engine is obviously a different page on our catalog, if you take this as a catalog. So every day, new models are coming in. And every day, our catalog gets bigger and more valuable with the data that we are providing. It means also that when you go as a customer, for example, to a Toyota or Ford dealership, you are expecting that your vehicle can be serviced if it is EV or non-EV. So for us, we see that as an opportunity because we are building more pages in the catalog, and we are creating more data. If you then think about dealerships, is the repair rate higher or lower? It's also a very interesting question, not for us because we are providing the full catalog, but for our clients and dealerships, it's a very important question. And the answer is, there is obviously a very different repair service needed for these cars. On the one hand side, there are less moving parts in the combustion engine. But on the other side, the electric vehicles are very, very heavy. So the talk and the acceleration as well as the brake pads needs to be replaced much more often. We received a first study in the U.S. market, where EVs have 300% of warranty claims compared to combustion engines. So our services, the Infomedia EPC and Superservice menu services are more used than ever on electric vehicles. So from that perspective, we are very happy that we get also EVs into the space, and we're also happy for the environment that we are not only rely on CO2 emissions, but also on EVs. So that's in a short summary, I can talk hours about it, but that gives you, hopefully, a good view on these things.

Brian, I might just ask Edwina. Edwina is Chair of one of Australia's larger motor vehicle dealership. Edwina, do you want to just give a dealer's perspective on this?

I think we're seeing a variety of changes, of which the drivetrain to EV, as Jens alluded to, has been an early and fast start, but it's definitely not quite as shiny as it was if we think about consumer concerns around either vehicle range. There's still a very expensive product comparative to the traditional drivetrain of vehicles. And I would suggest that dealers over many years have shaped shifted to the changing consumer demands and also regulatory demand. So I think we will see EVs and hybrid technology come, but it might be a little bit longer than originally anticipated. As Jens noted, from a deal perspective, subscription to products like super service triage or the EPC catalog, is usually on a dealership basis. So even though we may see servicing intervals increase from 1 to 2 years on EV vehicle comparative to traditional drivetrain, our subscription model would be such within the Infomedia business that, that still continues on a rooftop basis. So as I said, dealers are always very adaptable to the market. And we're still seeing this nascent technology results in a high warranty claim as we explore what EV brings and the challenges. So I think, as Jens pointed out, we've still got a little bit of time to go, and I'm comfortable from a Infomedia perspective that the information provided will continue to be the basis for our fixed operations.

Yes, I realize that there's no immediate problem, but I just thought long term, the fact that they have less parts would mean that maybe our catalogs for them will be smaller and more easily replicated by other people. But anyway, that's something we'll just have to wait and see.

Yes. And I think, Brian, as Jens has indicated, they may have less parts but they have a lot more data. And it's in the data space that will be being a very rich provider of services to our existing and hopefully future clients. Any questions relating to the financial statements or the audit of the company? Thank you. As we have no further questions, that concludes consideration of the audited financial report. And as I indicated earlier, we would welcome the opportunity to talk to anyone present on any matters after the meeting. It's now for us to move to resolution 1, which is the adoption of the remuneration report. Before considering the resolution, I'd like to invite Kim Anderson, who is the Chair of our Remuneration, People and Culture Committee of the Board to say a few words about the remuneration report.

Thanks, Bart. Can you hear me? Yes. Firstly, I would like to thank our shareholders, many of whom I have recently spoken with for your feedback. And for affording us the opportunity to provide our thinking around the '20 -- FY '24 remuneration plan. I would also like to take this opportunity to note that the ISS proxy report contained a number of errors, which we have notified ISS in writing. We offered personal engagement to help them with understanding and to get to common ground, but this was not taken up. Our view is engagement between the company, its shareholders and external advisers helps to increase the level of transparency contained in all our communications, including the remuneration report. We thank those shareholders and those proxy advisers who have taken the time to engage with us, to gain a better understanding of our rationale. We have taken all your valuable feedback on board. I want to reassure you that we believe that remuneration should always be aligned with this strategy and with shareholder outcomes. As you are aware, our newly appointed CEO, Jens Monsees, embarked on a transformative company strategy in 2022. But before he could get his feet under the desk, we received, as you have heard, an unsolicited bid to acquire the company. The executive leadership team worked extremely hard to meet the demands of this bid process while in parallel, implementing Phase 1 of the strategy, which, as you have seen, focused heavily on cost out to return the company to positive operating leverage. In FY '24, we embarked on Phase 2 to drive new revenue streams, grow revenue organically as well as through potential acquisitions. With a refreshed ELT, including a new CTO, a new CFO, a new Strategy Officer and 2 new regional head leads. For this reason, we agreed that the LTI structure in FY '24 only would provide the ELT with 50% restricted stock units and 50% EPS growth. Noting that the EPS growth rate would focus purely on organic revenue growth, rather than both organic and nonorganic growth. So assessing the FY '24 LTI EPS performance, it is the Board's intentions to either adjust the baseline to take account of acquisitions on a normalized basis or exclude acquisitions made during the period from the results depending on the time any acquisition takes place. It is also worth noting that the EPS gate at 5% pays out 25% at target which is not usual market practice, usual market practice is 50% at the gate. In this case, 50% would be paid out at 7.5% compound EPS growth. We also wanted the RSUs to act as a retention tool and to get our new executive leadership team to be equity holders in the company as soon as possible. Finally, a further objective was to align the new ELT and the KMP on the same plan with the same finish line to encourage tight teamwork executing the new strategy. While we're disappointed with today's vote, the intention was and still is to return to 2 performance measures for the FY '25 LTI plan. So having said that, I continue to welcome to engage with you, our shareholders, if you wish to discuss that further. Otherwise, thank you, Bart.

Thank you, Kim. Let's get the resolution up on slide, please. Please note that the resolution is advisory only and does not bind the directors or the company. I do note, however, for the record, that 25% or more votes cast against the resolution constitutes a first strike. Voting exclusions apply to resolution 1 as set out in the notice of meeting. The Board has and continues to recommend that shareholders vote in favor of the resolution, noting the issues that Kim has raised. The formal resolution, together with the proxies and now displayed behind me. As Chairman, I hold 0.07% of voted capital by proxy, which I intend to vote in favor of the resolution. So at this point, let me pause and see if there are any questions or comments relating to the resolution. Thank you. We will obviously be available. This is the first time that the Board has experienced this for the reasons noted in Kim's comments, and obviously, we'd be very happy to talk to anyone who wants to follow up with this after the meeting, if needed. On resolution number two, is for the election of Edwina Gilbert as a non-Executive Director. Edwina was appointed to the Infomedia Board on the first of March 2023. She serves as a member of the Audit & Risk Committee the Remuneration, People and Culture Committee and the Nominations Committee of the Board. She holds a Bachelor’s Degree, a Bachelor of Laws, LLB and a Bachelor of Arts from the University of Sydney and is a graduate of the Institute of Company's Director. She's also the Chair of the Phil Gilbert Motor Group and has previously held various executive leadership roles within that group. She also serves as a current nonexecutive Director of the Aspen Group of carsales.com and of the Australian Automotive Dealers Association. So with that, let me invite Edwina to say a few words on her candidacy.

Thanks very much, Bart. Good morning, ladies and gentlemen. I'm delighted to offer myself for election to the Board of Infomedia. I have only served since March 2023, and I'm developing a deeper culture understanding of this business and its strategy. Prior to joining Infomedia, I studied law and worked in a commercial legal office before embarking on a 20-year executive career in an operating automated -- automotive franchise family business, which I now Chair. I have deep automotive sector experience and exposure to the service and parts offerings of dealership operation where our Infomedia products are driving the most amount of value. I have 7 years’ experience as a Non-Executive Director and Chair the risk committee with carsales.com and also operate on the Board of Aspen. I joined the Infomedia Board with strong knowledge of automotive operating business performance, risk management skills and governance expertise, which I intend to work with the executive and the Board in the interest of our company and shareholders. I look forward to continuing to increase my knowledge of the business and to support our executive team and the execution of our business strategy. I currently sit on 3 public boards and 1 private and believe they have the time and capacity to manage these commitments. I look forward to your support today and working further with the Infomedia Board and executive in the future. Thank you very much.

Thank you, Edwina. And the Board has considered Edwina's candidacy, both in respect of her individual merits, her ongoing contribution and overall board composition and recommend you vote in favor of her election. The formal resolution, together with the proxies received to date for this resolution are displayed behind me. And as Chairman, I once again hold 0.07% of voted capital which I intend to vote in favor of the resolution. Are there any questions of the Board or of Edwina? Thank you. There being no further questions, please complete your voting paper for this resolution. Let's now move to the third resolution is for the election of Lisa Harker as a Non-executive Director. Lisa was appointed to the Infomedia Board on the 6th of February 2023. She holds a commerce to agree from the University of Melbourne and is a member of the Institute of Chartered Accountants of Australia. She has extensive accounting and audit experience having spent 22 years as a partner of PricewaterhouseCoopers, working across a number of industries, including automotive and technology sectors. She is an expert in audit and International Financial Reporting Standards, and has worked with listed companies, both large and privately owned businesses as well as not-for-profit entities. Lisa has advised Boards, audit committees and management teams on a variety of complex areas, including M&A, takeovers, large capital expenditure projects, divestments, debt raisings, IPOs, remuneration and optimization of internal controls. She currently serves also as a Nonexecutive Director of Cabrini Health. So with that, Lisa, I invite you to say a few words regarding your candidacy.

Thank you, Bart, and you stole on some of my thunder there. So good morning, ladies and gentlemen. Like Edwina, I was honored to join the Infomedia Board earlier this year and to offer myself for election this morning. Since joining the Board, I've thoroughly enjoyed getting to know the business, getting to know the people, both in Australia and overseas and working closely with my fellow directors. As Bart said, I'm a chartered accountant by trade. And over the years, I've specialized in amongst other areas, financial reporting, internal controls and risk and governance frameworks. So I've also, throughout my career worked across a number of industries, including but not limited to, both automotive and technology. So I retired as a partner from PwC last December, so almost a year ago now, and I'm now focused on a career as a Nonexecutive Director. As Bart also said, as well as Infomedia, since 2018, I've been on the Board of a large private hospital group based in Melbourne, Cabrini. And I also Chair their Audit & Risk Committee. So as a member of your Board and in chairing your Audit and Risk Committee, I'll endeavor to always bring to bear my background and strong experience in both audit and financial reporting. Just a couple of things since -- that I've noted since I've joined the Board. The first is I've observed firsthand the focus that Jens and his team has had on the transformation agenda which saw the delivery of a really solid financial result in FY '23. And in relation to the changes made to the executive team, I have been and will continue to support Chantell in her role as our new Chief Financial Officer. Thanks so much for your support.

Thank you, Lisa. The Board has considered Lisa's candidacy, both in respect of her individual merits, her ongoing contribution and overall Board composition and recommend you vote in favor of her election. Accordingly, the Board recommend that members vote for this resolution. The formal resolution together with the proxies received for the resolution are displayed behind me. And as Chairman, once again, I hold 0.07% of voted capital by proxy, which I intend to vote in favor of this resolution. Are there any questions of Lisa or the Board in relation to this resolution? No? Thank you. There being no further questions, please complete your voting paper for this resolution. Resolution 4 relates to the long-term incentives to the Managing Director and CEO, Mr. Jens Monsees. The fourth resolution under 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. Now Kim touched on a number of the items relative to this award in her comments on the remuneration report, but let me emphasize that during 2023, the Board elected to amend the company's long-term incentive plan to allocate 50% of the LTI as performance rights linked to growth in earnings per share and 50% as restricted stock units aligned to ongoing tenure of participants at the time of vesting. This was done in the best interest of the company. Whilst it's relatively unusual, the Board elected to take the approach of awarding tenure base incentives in conjunction with the rebuilding of the company's executive leadership team. The Board considers that holistic alignment of the team and continuity are firmly in the company's interests following a turbulent and uncertain period during calendar year 2022, largely attributable to the public bid process that the company went through. I do want to stress, as did Kim, that we will return to 100% performance-based awards for all awards or for all LTIs allocated in FY '25. Voting exclusions apply to resolution as set out in the notice of meeting. The Board, with Mr. Monsees abstaining unanimously recommend that shareholders vote in favor of this resolution. And the formal resolution, together with the proxies received for this resolution are displayed behind me. Once again, we note with some disappointment, the vote of one of the proxies that has affected the results in front of you. As a resolution, I hold 0.07% of the voted capital by proxy, which I intend to vote in favor of this resolution. Are there any questions on this matter at this point in time? Thank you. There being no further questions, please complete your voting paper for this resolution. Ladies and gentlemen, that completes the discussion and questions of the formal part of this meeting. If you've not done so already, please complete the voting papers now. All voting papers are to be placed in the ballot box boxes at the registration desk. The poll will close in 10 minutes time, so please ensure all forms are submitted promptly, and the results of the poll will be reported to me as soon as possible. I did want to do one thing that is not in my script, and that is I wanted to just open to the floor in a formal sense for any questions. And if there are none, we can obviously meet informally. But is there any -- are there any questions that shareholders would like to raise or visitors would like to raise at this point? Well, we look forward to meetings informally. That concludes the formal meeting at this point. I declare the meeting closed and invite you to join us for light refreshments. The directors and members of the management team will be available to talk to you. And on behalf of the Board, I thank all shareholders for attending today's meeting. Thank you.