Integral Diagnostics Limited (IDX) Earnings Call Transcript & Summary

Good morning, everyone, and welcome. I'm Toby Hall, and Chair of Integral Diagnostics and very pleased to welcome you to our 2024 Annual General Meeting. Few technicalities to start off with. For everyone in the room, could you just check your mobile phones switched to silent for safety purposes, if there are any issues an alarm will ring and one of the HSF team will join us. Don't run out before they come in and join us, and guide us out of the building, I've been assured. For those of you online, we're joining from Melbourne, and I'd like to acknowledge the traditional owners and custodians of the lands that we're meeting on today. The Wurundjeri People of the Kulin Nation, and pay my respects to their elders, past and present. I've been advised that we do have a quorum present for the meeting, and therefore, I will declare the meeting open. The meeting is being held in person and virtually via Computershare's platform. Our attendees are able to watch live through the webcast for the meeting of shareholders and proxies and are able to ask questions and submit their votes on the line. To provide you with sufficient time to vote, we will open the voting on all items of business now. A number of shareholders have already voted or appointed proxies ahead of the meeting, and we thank them for doing so. And we will show the proxy voting results for each item ahead of that specific items discussion. Just to give you a rundown of the procedural steps for voting and how things will work today. I will give a short address, followed by an address from MD and CEO, Ian Kadish. And once we've done that, we will turn to the formal business of the meeting. First things first, I'd like to introduce my fellow directors here with me today, Ian Kadish, our CEO and MD; Raelene Murphy, an Independent Non-Executive Director and Chair of our Audit Committee. Any tough questions on the accounts we'll put straight to Raelene; Andy Fay, Independent Non-Exec Director and Chair of our People and Culture and Remuneration Committee; Ingrid Player, independent non-Executive Director and Chair of the Risk and Compliance and Sustainability Committee. Niamh Hussey is with us, our lead engagement partner from our auditors, PwC and is in attendance, able to answer any questions on the audit and the auditor's report. And assisting us today is John Merity, our Company Secretary. There's a number of members of our management team in the audience as well, including our CFO, Craig White. A Notice of Meeting dated 30 September 2024 has been distributed to all shareholders and is taken as read. By joining the annual meeting today, you as Integral Diagnostics shareholders or your proxy, will have the opportunity to ask questions, submit votes if you haven't done so already. Voting today will be conducted by way of a poll on all items of business, and Computershare will act as the independent returning officer. For those of you attending the meeting online, who are eligible to vote as the poll is open, a voting icon is available on your screen. Selecting this icon will bring up the list of resolutions and present you with voting options. You're free to submit your votes at any time. To cast your vote, simply select one of the options. There's no need to hit submit as your vote is automatically recorded. Please ensure you cast a vote for all resolutions and you will receive a vote confirmation notification on your screen to change or cancel your vote at any time, click the link Click Here to change your vote. That can be actioned any time before the poll is closed. For shareholders, proxies and corporate representatives in person, I'll ask you to vote once we've gone through items of business today by completing a blue voting card that was provided to you at the admission to the room. White cards are for visitors only, you cannot vote or ask questions today. Shareholders with the yellow card are not entitled to vote on the items of business. I will provide a warning for moving to close the voting at the end of the meeting. It is my duty as Chair to ensure all shareholders have the opportunity to ask questions and discuss any of the items of business during today's meeting. We ask that any questions be concise. We find the item that is being discussed at a particular point in the meeting and be informative and assure they will all be respectful. Given this is a hybrid meeting so each item, I'll take questions in the following order. Firstly, from those physically present in the room, followed by audio or written questions for participants who joined us online, and lastly, questions received in advance of the meeting. Any general questions, which don't relate to the resolutions before the meeting received prior to the AGM or during the AGM will be addressed after the items of formal business. If you're attending the meeting in person, only shareholders, validly appointed proxies and corporate representatives who have given a blue or yellow card upon entry are entitled to ask questions. When I call for questions, please raise your blue or yellow card and state your name or the organization you represent before asking that question. For those attending the meeting online, who wish to submit a written question, you may do so at any time during the meeting via the Q&A switch bubble icon on your screen. Type your question into the chat box on the right of the screen and select Send. Confirmation that your message has been sent and received will appear above. Please note that while you can submit written questions from now on, I won't address those questions until the relevant item in the meeting or in the area of other business towards the end of the meeting. Time constraints may prevent us from answering all questions, but we'll do our best endeavor to answer every question raised during the meeting. To ask a question verbally, please follow the instructions shown on the broadcast window on the online platform. If you are asking a verbal question online, please state your full name before asking your question. And please limit your questions to one or two questions at a time and then rejoin the queue to allow others to ask questions. Now turning to my address. Fellow shareholders, I'm very pleased to be addressing you and my first AGM as Chair of IDX. Integral Diagnostics is a health care company build on excellent foundations. Our services have a significant impact on the lives of our patients, in terms of diagnosis and allowing treatment of illness and injury and the communities in which we operate across Australia and New Zealand. Our doctors and employees are motivated and committed group of people, and I'm proud to be leading such a wonderful team at IDX, as it enters what is going to be an exciting chapter of growth in coming years. I believe that the fundamentals of the radiology industry are very strong, and the Integral Diagnostics is well placed to benefit from the industry trends. And what has been a challenging economic environment during the year to 30th of June 2024. IDX delivered a materially stronger second half profit result, demonstrated by an improvement in group EBITDA margins, and that was followed by a significant focus on operational improvements and initiatives to manage costs. Operating net profit after tax increased 1.3% to $18.1 million compared to the prior corresponding period. IDX reported a statutory loss after tax of $60.7 million for FY '24 driven largely by an impairment loss of $71.6 million recognized in the New Zealand division in the first half of FY '24. Since then, the New Zealand division has actually performed quite well. We achieved solid revenue growth of 6.6% to $469.7 million compared to our prior corresponding period. This is driven by Medicare indexation, annualization of our FY '24 out-of-pocket fee increases and a continued favorable mix impact in our business. Operating EBITDA increased 7.4% to $91.5 million compared to the prior corresponding period, while our operating EBITDA margin of 9.5% improved slightly by 20 basis points compared to the prior operating period. At 30th June 2024, our net debt was $183.5 million. Net debt to EBITDA pre-ASSB 16 was 2.6x down from 2.9x at June 30th, 2023, and continuing its downward trend towards our target of 2.5x or less over time. IDX declared a fully franked dividend of $0.058 per share for FY '24, slightly down on the $0.06 per share for FY '23, representing an almost 75% amount of FY '24 operating NPAT. You can see our historical financial performance over a number of key metrics here. Operating revenue, operating EBITDA, operating EBITDA margin and operating diluted earnings per share. As you will have noticed earlier this week, we announced to the market, the ACCC has not announced its final findings in relation to our proposed merger with Capital Health Limited. Therefore, Capital has postponed the scheme meeting at which shareholders will vote on the proposed merger to 2 December 2024. As set out in our Capital Scheme booklet. The ACCC's provisional decision date for the announcement of its findings is 28th November 2024. We are working constructively with the ACC and capital on this process. Within the legal constraints on IDX and Capital prior to the merger being implemented, integration planning is well advanced to enable the combined group to take advantage of the opportunities that this merger presents. We understand that effective cultural alignment is one of the most important factors for a successful integration. And with this in mind, the integration planning has focused on identifying the values and the right culture for the merged entities. On implementation of the proposed merger, I expect the combined business to be a market leader in diagnostic imaging across Australia and New Zealand. The strengths and capabilities of both of the companies will be focused on delivering superior clinical outcomes for patients, doctors and referrers, and expanding access to advanced imaging technologies. The combined group is expected to have increased capacity to invest in higher-end imaging modalities, including MRI and PET/CT. It's also expected to have an improved ability to deploy advancements in technology. across AI in particular. And we'll leverage IDX's leading teleradiology capabilities across a broader platform of the combined group. It is proposed that our Managing Director and CEO, Dr. Ian Kadish, will lead the combined group, ably supported by Craig White, our CFO. I'm also very pleased that Justin Walter, the CEO of Capital has agreed to take on the important role of Chief Integration Officer for the merged businesses. Justin will be responsible for driving the successful integration of the two businesses. The merger, which is proposed by way of a scheme of arrangement will when completed, results in IDX acquiring 100% of Capital. When the merger is finally approved and implemented, IDX will issue approximately 138 million new shares to Capital shareholders, taking the total number of IDX shares on issue after the merger to approximately 372 million shares. On completion of the merger, IDX shareholders will own approximately 63% of the combined Group, and Capital shareholders will own approximately 37%. Completion of the merger remains subject to the customary conditions and approvals for the transaction. This includes core regulatory and capital shareholder approvals as well as no material adverse events or prescribed occurrences. I look forward to welcoming capital to shareholders to the IDX share register and to join us with an exciting future for this merged business. Coming to the governance of the organization. The Board has progressed through what I think is a well-managed process of renewal over the last few years. This started when in 2022, Andrew Fay joined the Board. John Atkins who had served as a Non-Executive Director for 8 years retired last year. And Andy took over John's role as Chair of the People, Culture and Remuneration Committee. Andy has brought a strong focus and deep experience to IDX's remuneration framework. Of course, last year, I took over as Chair from Helen Kurincic after she led organization ably through 9 years of strong operational performance. Last year, we also welcomed Ingrid Player to the Board as a Non-Executive Director. In April this year, the Board determined to split the Audit and Risk Committee into two separate Committees. An Audit Committee, which continues to be well chaired by Raelene Murphy and a new Risk, Compliance and Sustainability Committee, which is now chaired by Ingrid. The creation of a dedicated risk committee reflects our belief in the importance of the value adding of risk management and a focus on sustainability. And I congratulate Ingrid successfully assuming that role. The IDX Board is committed to a leadership model, which includes radiologists as Directors. To ensure a specialist medical perspective is intrinsically part of the broad decision-making processes. We've always had radiologists on the Board as Executive Directors and seek to continue to do so. With the resignation earlier this year of Dr. Jackie [ Milne ], due to family reasons, a radiologist Executive Director, position is open, and we are actively currently recruiting amongst our outstanding radiologists for replacement. The merger with Capital will also bring two new Non-Executive Directors from Capital to join the IDX Board, Ms. Laura McBain and Dr. Kevin Shore. Ms. McBain has an extensive executive and leadership career. Having held our positions as Managing Director of Bellamy's Australia, Maggie Beer Holdings and Lake Distillery. Dr. Shore is a highly qualified Radiologist with fellowship training in MRI. He is the Director of Medical Imaging at the University Hospital of Julong, and will add significant depth of medical leadership to our Board. I look forward to welcoming both Laura and Kevin to the IDX Board when the proposed merger is implemented. I'm very pleased with the continuing development and implementation of IDX's ESG strategy. This is a key element of our planning for a sustainable future. In September, we released our 2024 ESG report, which described the company's activities and highlighted how they contribute to our society. And they reported the outcomes and progress against our sustainability targets. This year, we've completed a GAAP analysis against the Australian sustainability reporting standards, which will come into effect for us next year. And we've completed road map for our ASRS implementation. We quantified and disclosed IDX's total Scope 1 and Scope 2 emissions. And we continued with community-based activities, including our [ Tonga-20 program ], where for many years, we've been working to bring diagnostic imaging expertise, training, skills and equipment to the people of Tonga. Amongst a range of training programs this year, we did complete psychosocial safety training for our people, leaders right across the organization to make them aware of the important responsibilities they bear to protect our staff. During the year, IDX achieved a prime rating by Sustainalytics and a low ESG Risk Rating by ISS for our ESG Programs. And we will continue to seek to improve impact and to develop and work well with the communities and the environments in which we operate. We will continue to demonstrate our commitment to creating a healthier world. I'm very pleased to hand over to Dr. Ian Kadish, to deliver the Managing Director's report.

Thank you very much, Toby, and good morning, everyone. It's good to see you all in the room and online. I'm proud to be talking to you today about Integral Diagnostics, and the good work we do for patients and referrers in Australia and New Zealand and our financial performance in financial year 2024. I'm particularly proud that we were able to deliver a materially stronger second half to the financial '24 -- financial year. And I'm also particularly proud to be leading a company that works hard every day to deliver the best health outcomes we can for every patient we serve. IDX has a proud values-driven culture. We always put our patients first, because we know that by putting our patients first, we're also putting you our shareholders first. We demonstrate medical leadership and provide the specialist expertise that's valued by our referrers. We ensure that everyone counts all 1,977 employees and we ensure that we create value for shareholders and all stakeholders -- over time. And we embrace change in a fast-moving industry in a practice that impacts the lives of more than 1 million patients each year. At IDX, we're focused on providing high acuity specialist diagnostic services, using modalities, including high-speed CT, MRI, nuclear medicine and PET/CT scans. More than 20 of our 155 Radiologists in Australia and New Zealand are dual trained as Nuclear Medicine Physicians and can report both Radiology and Nuclear Medicine studies. We serve large, high-growth regional markets in Australia, including the Gold Coast, the Sunshine Coast, Western Victoria and Southwest WA. We also serve the large, highly specialized greater Auckland market in New Zealand. And importantly, we have leading hospital and clinic locations very near to our major referrers. The IDX Group currently comprises 90 clinics, 32 of which are comprehensive sites with CT and MRI and located in hospitals or in other locations that are close to specialist referrers. And it's important to note that IDX also has seven Nuclear Medicine, PET/CT scanners evidencing the high acuity mix that we done. We opened a new PET/CT facility in South Orban in February of this year, and we'll soon be opening a new PET/CT in Noosa on the Sunshine Coast. The Noosa PET will be the 8th PET in the IDX Group and the first PET facility to service our Sunshine Coast patients. As you'll see on this slide, industry growth rates have come back solidly and they're now plateauing above the long-term averages for both the number of tests performed as well as the benefits paid for these tests. On this graph, you'll see that the top line represents the benefits paid by Medicare to the industry each year. And the bottom line indicates the number of tests that are performed in the industry. And these lines have been diverging in recent years because of the movement from the lower acuity basic x-ray and ultrasound tests to the high-acuity high-value tests like the CT, MRI and PET/CT. The more significant changes in Australian regulatory environment are loaded on this page. In terms of MRI licenses in the 1st of November 2022, the federal government deregulated MRI services in regional and rural areas, which facilitated the expansion of MRI services in our regional areas across Australia. On the 1 of July 2025, Medicare will introduce a universal practice-based MRI licensing regimen across the country in the metro areas, where all practice locations that have a full or partial Medicare license will receive a practice-based license that provides full Medicare eligibility to all MRI equipment at that site. And then on 1 July, 2027, Medicare MRI Licensing requirements will cease and all comprehensive practices will be able to provide Medicare-funded MRI services. Medicare also introduced some rate changes over the course of the year, introducing indexation of 3.5% on 1 July 2024. For all diagnostic imaging procedures, excluding nuclear medicine. And then today, on 1 November 24, non-PET Nuclear Medicine Services will receive a one-off increase of 3.5%, followed by annual indexation each year on 1 July, similar to the rest of the diagnostic imaging procedures. Also today in 1 November '24, Medicare is reducing the benefits paid for CT services by around 2%. Importantly, on 1 July next year, the Federal Government will be launching a National Lung Cancer Screening Program. This program will use low-dose chest CTs to screen for lung cancer in asymptomatic high risk populations, including smokers and ex-smokers between 50 and 70 years old. Disease will be detected earlier expediting effective intervention and treatment, similar programs that have been introduced in the U.S. and Europe have had good success, expediting treatment and saving lives. In New Zealand, there has been limited indexational pricing. However, we did receive CPI-related increases from the majority of the private health funds in December of last year. The regulatory authorities in New Zealand have determined that non-arm's length referral practices by referrers who own interest in radiology practices are acceptable. In response, IDX has pursued several strategic initiatives, including a broadening of our referrer base in New Zealand to include more GPs, as the GP market is far less impacted by the non-arm's length referral practices. We work with, we educate and encourage our GP referrers to more comprehensively work up their patients prior to making the specialist referral. In both Australia and in New Zealand, international medical graduates, including radiologists and importantly, our referring doctors as well and other overseas trained clinicians, including radiographers, sonographers and nuclear medicine technologists are steadily returning to regional Australia and to New Zealand in helping to alleviate the skill shortage. And now we turn to our year-to-date September Financial '25 trading update. In the first quarter, financial '25, group-wide organic revenue has grown by 8.6% versus the prior comparable period or 6.8% when adjusted for working days. Australian organic revenue grew by 7.9% versus the PCP, continuing to deliver a strong high acuity case mix towards the higher-value modalities. Lower than the 11.1% weighted average Medicare benefit in the states in which IDX operate, partially reflecting the impact of some important capped reporting contracts, which reset for us on 1 October this year, a month ago. Importantly, over the 2-year period to September 2024, a 12-month rolling average, Australian organic revenues have grown by 8.3% being in line with the Medicare growth rate of about 8.5%. And year-to-date in New Zealand, as Toby indicated earlier, New Zealand revenues have grown more strongly than in the second 6 months than in the first. New Zealand organic revenues for the year grew by 10.2% -- for this year-to-date have grown by 10.2% versus the prior comparable period or 8.5% when adjusted for working days. For Financial '25, IDX, excluding capital, expects that replacement and growth CapEx will be in the region $40 million to $45 million; depreciation of $48 million, including depreciation of $17 million for the right-of-use assets under AASB 16. And we expect finance costs of about $22 million, including finance costs of about $5 million for the right-of-use assets under ASSB 16 and assuming current interest rates. At IDX, we fundamentally believe that practicing good medicine is also a good business. If we always do the right thing for our patients, then we will also be doing the right thing for our company and our shareholders. There are two components to our core strategy, growing our existing business and margin, driving organic earnings, accelerating the use of teleradiology, digital and AI to improve the patient experience and clinical efficiency and driving our ESG initiatives and always leading through our values. And then we will also continue to selectively execute accretive mergers and acquisitions with partners that represent a strong clinical, cultural and strategic fit. The fundamentals of the essential radiology industry are strong, as Toby indicated earlier, our industry benefits from being at the confluence of two major global trends, demographic and technological. Demographically, the aging of the population, and the increased prevalence of chronic disease and earlier detection are going to continue to drive demand for diagnostic services. And technological advances like digitization and the growth of teleradiology and AI will continue to improve the quality and efficiency of the care that we deliver. Structural shifts to higher acuity modalities are going to continue as the medical world continues to become more specialized. I'm going to turn now to the transformational proposed merger with capital. As indicated earlier, the ACCC has not yet announced its findings in relation to the proposed merger with Capital. We currently expect the ACCC to announce its findings on the 28th of November, and as such, Capital has moved its shareholder meeting to vote on the merger to the 2nd of December. I believe that the combination of these two highly complementary businesses will realize significant enduring benefits for our combined patients, doctors and shareholders. We will create a leader in diagnostic imaging in Australia and New Zealand. The acquisition terms are compelling, and they've been unanimously recommended by the Capital Board in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of capital to shareholders. It's a highly synergistic combination with significant ongoing value accretion and creation potential. Our vision for the combined entity is to be the Australian and New Zealand leader in Diagnostic Imaging to deliver best-in-class clinical service technology and capabilities to achieve the optimal health care outcome for patients and referrers and to provide the leading platform to attract and retain radiologists and other key professionals. The proposed merger will significantly enhance scale for the combined business, it will provide a platform to drive the best-in-class clinical outcomes. It will have compelling financial metrics and positions the combined entity well for future growth. We will have a footprint of 151 clinics, approximately 350 radiologists and about 3,000 employees. We will deploy IDX's AI capabilities across the larger business. We've identified at least $10 million in anticipated annual pretax cost synergies with the majority expected to be realized within the first year post completion. And we expect to deliver double-digit pro forma financial 25 EPS accretion to integral shareholders from the anticipated cost synergies with potential additional upside from revenue synergies over time. The merger provides an ability to invest in costly higher-end imaging modalities and increased ability to invest in them, including MRI, PET and CT, and it provides the opportunity to grow our teleradiology volumes by offering Integral's leading platform, IDXT to Capital's radiologists, something that we have already put in motion over the past month. It increases radiologist alignment to drive sustained long-term earnings growth and puts us in a strong financial position to pursue further value accretive investments, including mergers and acquisitions. In closing my address, I'd like to thank our frontline health care heroes at IDX who continue to put our patients first every day. Our doctors and staff include some of the finest health care professionals in the world, their professionalism and dedication and their commitment to our patients, and our referrers is inspiring. My thanks also to our patients who put their trust in us and our loyal referrers who trust their patience to us and to you, our shareholders, for putting your faith in us. My sincere thanks to Toby Hall, our Chair and to the IDX Board and management team for their valuable counsel, insight, commitment and support. Practicing good medicine is still good business.

Thanks very much for that, Ian. We will now move to the formal business as set out in the Notice of Meeting. Each of the resolutions will be taken in turn. I will introduce each resolution, proxy results, each resolution will be displayed on the screen, and shareholders will have a chance to ask questions on the resolution before we move on to the next one. The first item of business is to receive and consider the Financial Reports of the company and its controlled entities and the reports of the Directors and Auditors for the year ended 30th of June 2024. The Corporations Act and company's constitution require these statements and reports to be laid out before shareholders, but do not require a vote from shareholders to be taken on them. Shareholders may ask questions or make comments on the company's financial statements and reports. You may also ask the auditor's questions in relation to the conduct of the audit, the preparation and content of the auditor's report. The accounting policies adopted by the company in relation to preparation of the financial states as a whole and the independence of the auditor in relation to the audit. Again, there is no requirement for shareholders to vote on these reports. I'll now invite questions on this agenda item. Are there any questions from the floor? Okay. There have been no questions from the floor. John, are there any audio questions or any online questions. There being no further questions. We come to the items of business for which voting is required. Item 2 relates to the adoption of the Remuneration Report. The resolution being put to the meeting is displayed on the screen. The Remuneration Report is contained in our Annual Report describes the policies and sets out the remuneration arrangements in place for directors and senior executives. The company has a remuneration framework, which aims to ensure that reward for performance is competitive and aligned with shareholder interests. The vote on this item is advisory only and does not bind the Directors of the company. Nevertheless, the People, Culture and Remuneration Committee will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the company. The valid proxies received by the company for Item 2 are shown on the screen. Are there any questions or comments in relation to this resolution? Firstly, from the floor? Are there any online questions, John? Okay. As there's no further questions on this resolution. I move that the Remuneration Report for the year ended 30th of June 2024 be adopted. I draw shareholders' attention to the voting restrictions applicable to this resolution as contained within the Notice of Meeting. And that concludes the business for Item 2. Item 3 relates to the reelection of Andrew Fay as a Director of the company. Details of Andrew's qualifications and experience are set out prior to the meeting in the Notice of Meeting. I'd now like to invite Andrew to come up and say a few words regarding his reelection.

I am getting older, it gets harder to get up and [indiscernible]. Thank you, Toby, and good morning, everyone. Firstly, I'd like to thank the other Directors for recommending the by -- reappointment to the Board be put to shareholders today. I first joined the Board -- a bit over 2 years ago. And as a Director and a fellow shareholder, it's certainly been an interesting and busy time, and will be sort of a foreseeable future. At my first AGM, I outlined some of the skills that I obtained over a career that I thought would be beneficial to IDX shareholders, including having been a Company Director -- a Company Analyst and Portfolio Manager. This involved building detailed financial models on businesses in various industries, including health care, to determine their fundamental value. What that allows me to do as a Director is to actually assess when we're doing acquisitions or divestments about whether they're going to be financially accretive and therefore, benefit shareholders. I think the Capital opportunity is one such merger that has considerable value there. I'm looking forward to playing my part in helping the successful integration of the business in the coming year. My experiences in the physical and derivative markets has been has concluded the debt in share markets and has given me a sort of a thorough understanding of alternative financing structures and also opportunities. And that helps us as my role as a Director. Personally, I've been involved in several startups, including in industries value transfer over the internet, medical devices and microbiology. And those companies that are growing -- it's given me a lot of insight into companies that are growing through acquisition and also through organic growth, such as IDX. Finally, I'm a believer in the IDX model, which places patients first, focuses on medical leadership. And I'm hoping that you'll support my reelection. And I believe that the opportunity for not only patients and also staff but also for shareholders. It's going to be -- we've got an excellent period ahead of us, and I'd ask you support the resolution. Thank you, I'm happy to take questions, too.

Thanks very much, Andy. The resolution that is being put to meeting is displayed on the screen. The Board, with Andrew abstaining unanimously recommends the reelection of Andrew as a Director of the company and recommends that you vote in favor of the resolution. The valid proxies received by the company for Item 3 are shown on the screen. Are there any questions or comments in relation to this resolution? Firstly, from the floor? Online? Congratulations, Andrew. There have been no further questions, I move and I ask that -- we note that Andrew Fay, who retires by rotation and being eligible, be reelected as a Director of the company. That concludes the business for item #3. Item 4 relates to the proposed awards of long-term incentive rights and short-term incentive rights to our CEO, Dr. Ian Kadish. Details of the terms and convenience of the proposed equity grants are set out in the Notice of Meeting. The resolution being put to the meeting is displayed on the screen. The Board with Dr. Kadish abstaining unanimously recommends shareholders approve the equity grants to Dr. Kadish and recommends that you vote in favor of the resolution. The valid proxies received by the company for Item 4 are shown on the screen. Are there any questions in relation to this resolution? First on the floor? Online? There be no further questions, I move that approval be given for all purposes including ASX Listing Rule 10.14 for the granting A rights to Dr. Ian Kadish as his annual long-term incentive grant for the year ended 30 June 2025 and B, rights to Ian Kadish as a deferral component of a short-term incent grant for the year ended 30th of June 2025. On the terms described in explanatory memorandum accompanying this Notice of Meeting. I draw all shareholders' notice to the voting restrictions applicable to this resolution as contained within the Notice eating, and that concludes the business item #4. The last item of business relates to proposal to increase the remunerated fee pool for Non-Executive Directors. Details of the proposed increase as set out in the Notice of Meeting. The resolution being put to the meeting is displayed on the screen. Notwithstanding the Board's interest in this resolution, the Board unanimously recommends that shareholders vote in favor of the remuneration pool increase. The valid proxies received for item 5 by the company are shown on the screen. Are there any questions or comments in relation to this resolution? Firstly, from the floor? Any online questions? There have been no further question. I move that for the purposes of ASX list 10.17 and clause 8.3a of the company's constitution, the aggregate amount of iteration that may be paid in any financial year commencing on or after 1st of July 2024 to the company's Non-Executive Directors be increased by $300,000 from $1 million to $1.3 million. I draw shareholders' attention to the voting restrictions applicable to this resolution as contained in the Notice meeting. That concludes the last item of business. And now we're very happy to answer any remaining questions from shareholders regarding the resolutions before the meeting and any other general questions. Are there any questions from the floor? Okay. What a nice group of shareholders. As there are no more questions, that concludes our discussion on the items of business. Shortly, I will close the online voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalize your votes. [Voting]

Well, thank you, everyone. Voting is now closed. The voting results from this meeting will be released on the ASX later today. Well, that concludes our meeting. I would like to firstly thank our shareholders for your continued faith in the organization and its operations. Secondly, I'd like to thank my colleagues on the Board who've been very welcoming and great to work with over the last year as Chair, like to thank Ian and his management team for the work they've done over the last year. I particularly like to thank our staff, our clinicians, our radiologists, our radiographers, our sonographers, our support office team, our technology teams, who are the backbone of this organization for the incredible work you do and the ongoing work you'll do. And thank you for your patience in the merger, which will be coming up, which will take a little bit of work for everyone. We're grateful for your support, with that I will close the meeting.