IVE Group Limited (IGL) Earnings Call Transcript & Summary

November 21, 2022

Australian Securities Exchange AU Consumer Staples Media shareholder_meeting 42 min

Earnings Call Speaker Segments

Operator

operator
#1

Thank you for standing by, and welcome to the IVE Group Limited Annual General Meeting. I would now like to hand the conference over to Geoff Selig, Executive Chair. Please go ahead.

Geoff Selig

executive
#2

Thank you, and good morning. I'm Geoff Selig, the Chairman of the IVE Group Board. Before we begin, and on behalf of all of those presents, I'd like to acknowledge the aboriginal entire state Islander people as the traditional custodians of the land on which we live, work and meet today and pay my respects to elders past, present and emerging. I'm very pleased to welcome you all to the AGM, the shareholders of IVE Group Limited this morning at 10:00 a.m. We have a quorum, and I declare the meeting open. Joining me here today is our CEO, Matt Aitken; our directors, Gavin Bell, Sandra Hook, James Todd Paul, Selig, Cathy Aston and Andrew Bird. We also have with us today Darren Dunkley, our CFO, and also Joint Company Secretary -- and Sarah Prince, Joint Company Secretary as well. I welcome representatives of our auditor, KPMG, and thank them for hosting us here at their premises today. KPMG will stay throughout the course of the meeting this morning to deal with any questions that anyone has in relation to the audit of the accounts. Before we proceed to the formal business of meeting, I'd just like to say a few brief words ahead of Matt's presentation. Suffice to say, the board and management are very pleased with the outstanding performance of the business over the last 12 months. Despite the significant and unique challenges, the company performed very strongly throughout the COVID period. And further, the solid improvement in financial performance over the last year illustrates once again our capacity to deliver a healthy return to shareholders on the back of a meaningful uplift in revenue, solid foundations in the business and a business that operates extremely well. We've said it before that the group's evolution from a stand-alone printing business to become Australia's largest diversified marketing communications business over the last 20 years is the result of a clearly defined and well-executed strategy. It has not happened by accident. All of this successful journey has been a combination of targeted organic growth initiatives, combined with the disciplined acquisition program, which has contributed to broader industry consolidation and a more defined competitive landscape with the reduced number of competitors. IVE today does not have one single headline competitor with an equivalent breadth of offering or scale. And over the last year, we have further strengthened our market positions across the many subsectors in which we operate. Quarter sustainability of the business is the value proposition we take to market and to ensure that we remain closely aligned to our clients' evolving marketing communication requirements. This results in deep and long-standing client relationships. I believe the solid foundation established over the last 101 years, as noted below, underpin the operational and financial consistency and resilience the business continues to demonstrate. If we look briefly at the year-end review on the back of a pleasing 16% uplift in revenue, the company reported an EBITDA of $96.6 million, following on from that, an NPAT of $33.1 million, which was 66% up over previous year. Enhanced by the share buyback completed earlier in the year, EPS increased 71% to $0.231 per share, enabling the company to pay a full year dividend of $0.165 per share fully franked, which was also up 18% over the prior year. The current year payout ratio of 71% is consistent with the company's unchanged dividend policy of a payout ratio of 65% to 75% of NPAT. Since listing on the ASX in December '15, the company has now paid a total of $115 million in fully franked dividends. Notwithstanding the prudent suspension of dividends for the year during COVID-19 pandemic due to the uncertainty prevailing at the time. Our balance sheet strengthened further over the period with net debt now of $78.8 million (sic) [ $76.8 million ] at June 30, in fact, $60.3 million below what it was just 2 years prior, June 30, 2020. This equates to only 1.1x pre-AASB 16 EBITDA, well below the Board's, the company's stated target of 1.5x. It's also worth noting that the net debt position also reflects the meaningful short- to medium-term increase in working capital, which Matt will touch on in further detail shortly, of about $30 million of additional inventory as a result of the company's informed decision to increase paper holdings in response to the ongoing supply chain volatility and to ensure continuity of service for our clients. Through the year, the company completed 2 acquisitions, Active Display Group and AFI Branding on the 1st of November 2022. These acquisitions significantly expand our third-party logistics or 3PL capability and also further diversify our offering into the events and exhibition sector. An important organic initiative over the last year that Matt will also touch further on was our $4.7 million investment to transform our Lasoo digital catalog side into a superior e-commerce marketplace for many of Australia's leading retailers. On September 14, 2022, following the ACCC's clearance, the group completed the highly accretive and strategically attractive acquisition of substantially all the printing and finishing assets of Ovato, at the time, our largest print competitor. The net purchase consideration, including transaction costs of $16 million, was funded from existing facilities with integration and associated CapEx over the coming 12 to 18 months expected to be approximately $22 million, excluding redundancies. The integration of the expected $160 million of Ovato revenues into IVE's existing manufacturing footprint is estimated to deliver a $15 million increase in NPAT, roughly $35 million and 35% increase in EPS relative to the FY '23 guidance, which we communicated back on the 25th of August once the integration is complete. The company remains well capitalized and highly liquid. To preserve the balance sheet strength and to enhance our capacity to fund future growth and growth initiatives post the Ovato acquisition, we successfully completed $19.3 million capital raise in October 2022. The capital raise further strengthened our institutional shareholder base, increased liquidity in the market for IGL shares, both of which for us were very important. The company currently has available capacity to pursue targeted earnings accretive opportunities, particularly our intended expansion into the adjacent packaging sector. Turning to ESG, throughout the year and in conjunction with an external specialist, the company undertook a detailed assessment to define our material environmental social governance issues and to help inform the development of a robust and transparent sustainability framework. We will now move shortly to finalize the action plan and reporting regime based on in-depth analysis and informed by our sustainable leadership ambitions as well as many of the views of our stakeholders. Just before concluding, I'd like to extend my sincere thanks to our group's CEO, Matt Aitken, for his ongoing commitment and outstanding leadership of our business as well as the cohesive and talented leadership team, including Darren Dunkley, our CFO; our divisional CEO, Glen Draper, Cliff Brigstocke, Sean Smith, Darryl Meyer and Rob Draper. I'd also like to thank the broader management team across the business and our 2,000 staff for their wonderful efforts throughout the year. To my fellow directors, Paul Selig, James Todd, Sandra Hook, Gavin Bell, Cathy Aston and Andrew Bird, thank you for your ongoing contribution, expertise and support. As we foreshadow, the company has emerged from the COVID-19 pandemic with a significant step-up in both revenue and earnings, a solid balance sheet and improved market position and a management team focused on ensuring the continued strong performance of the business as well as a commitment to the execution of our ongoing strategy of diversification and growth over the years ahead. Thank you. I'll now hand over to Matt to go over his CEO's report.

Matthew Aitken

executive
#3

Thank you, Geoff. Good morning, everyone. It's my pleasure to present to you this morning. My presentation today, I'll recap the FY '22 results, highlight a number of the key initiatives we've undertaken and talk about the year ahead. Some of this content will already be familiar to some of you as we cover it in our release and full year results only 12 weeks ago. So I'll move through those sections quickly and focus more on the initiatives in FY '23. Turning to Page 3, the financial performance dashboard. Geoff has already covered a number of the key metrics on this slide. And as you can see, notwithstanding the impacts of the uncertainty of volatility in relation to COVID-19, we have delivered a strong uplift in underlying earnings and dividends, which, along with strong cash flow, has further strengthened the balance sheet. As we move to Page 4, you will see revenue of $759 million, was up 15.6%. EBIDTA of $96.6 million, was up 13.3% and in line with guidance, an NPAT of $33.1 million was up 66.1%. These results were achieved in a challenging environment, and they demonstrate the diversity of our offer and the operational resilience of the business. They also demonstrate the company's ability to successfully manage the impact of higher input prices and material supply constraints through the year. As we move to Page 5 of the presentation, we look at the strategic initiatives, the integration in November of -- the acquisition of Active Display Group and AFI Branding Solutions have progressed well, significantly expanding our third-party logistics and retail display businesses whilst also importing some fantastic staff and customers. Although delayed by COVID-19 and poor weather, our Victorian site consolidation recently completed with meaningful efficiencies and enhanced client service resulting from the consolidation of 5 sites into 2, principally comprising our facilities in Sunshine, the west of Melbourne and Braeside in Southeastern Melbourne, both of these sites are world-class manufacturing facilities in our industry. During the year, we elected to carry materially elevated inventory levels, particularly paper, which helped insulate us from the significant supply chain disruption, further enhancing our service reputation. This was a key differentiator for us during FY '22 with the strength of our balance sheet, enabling us to ensure the continuity of supply to our clients. We have landed extent of [indiscernible] dedicated cargo ship to bring $20 million of paper in from Europe where traditional supply chain methods were failing earlier in this year. Post year-end, we successfully completed the acquisition of select assets of Ovato and a modest capital raise to maintain balance sheet capacity, but I'll talk more about that later in my presentation. In relation to the balance sheet, and as you saw on Page 3 of the presentation, the group has a strong cash flow generation with operating cash flow conversion of 95%. Net debt at June 30 was broadly unchanged at $76.8 million despite carrying an additional $30 million of inventory. And net debt equates to 1.1x pre-AASB16 EBIDTA, down from 1.3x at June 30 in 2021 and well below the company's stated target net debt of 1.5x. The strengthening of our balance sheet over the last 2 years has been one of the real performance highlights of the business. If we move to Page 6 of the presentation. You'll see that during FY '22, we delivered EPS growth of 71.1% over PCP. A final dividend of $0.08 per share, contributing to a full year dividend of $0.165 per share fully franked, up 17.9%. Return on funds employed improved from 14% to 21%. And improving shareholder return metrics contributed to a pleasing recovery in our share price, which has increased from $1.75 this time last year to $2.53 at the close of market yesterday, despite the 19% decline in the S&P ASX Small Ordinaries index over the same period. The company will continue to invest in growth initiatives during FY '23, and we're targeting a minimum ROFE of 15%. These initiatives will expand both organic initiatives and acquisition-related initiatives, be they bolt-ons or further diversification and expansion of our value proposition into adjacencies. We move to Page 7 of the presentation, touch on Lasoo. Appreciating that some of you will be aware of the history of Lasoo from prior company presentations. I thought I'd quickly recap the platform's background for the benefit of new shareholders. Lasoo was the first digital catalog site in Australia, established in 2007 and acquired by IVE in 2020. Despite limited historical functionality, Lasoo retains significant and loyal consumer and retailer support as evidenced by the impressive and regular site traffic of around 200,000 users every single month. Given the support for Lasoo and our strong retail sector ties, IVE identified a meaningful opportunity to transform Lasoo into an e-commerce marketplace for deals and specials. During 2022, the group invested $4.7 million to completely rebuild market test and re-platform Lasoo. The new platform is expected to deliver a greatly enhanced online consumer experience with game-changing functionality, greatly improved product range, pricing visibility, search and comparison engines and consumers' ability to easily discover, compare and purchase specials from multiple retailers on the one platform in the one transaction. Moving to Slide 8 of the presentation. The new platform went live in September 2022 and provides an opportunity for IVE to commercialize and grow Lasoo's active user base. Lasoo marketplace comprises a large number of Australia's leading retailers across a broad range of sectors, as illustrated by the tables on the right-hand side of this page. A $4 million consumer go-to-market campaign to launch and amplify the platform commenced rolling out from October. Creative execution of this campaign can be seen on Page 9 of this presentation, noting that both the radio and digital TVC images are both linked to the ads, if you want to play them later. Initial site activity and user feedback is encouraging, and we look forward to keeping shareholders updated in due course on the progress of Lasoo. Moving to Slide 10. On the 14th of September, as Geoff mentioned earlier, IVE completed a highly accretive and strategically attractive acquisition of Ovato's printing and finishing assets. The net purchase consideration, including transaction costs, was $16 million. Key Ovato production assets will be integrated into IVE's existing footprint over a phased transition period of approximately 18 months, and this is further illustrated on Page 12 of my presentation. Integration and associated capital expenditure costs are expected to be approximately $22 million, excluding redundancies. By way of background, Ovato was a large print producer of catalogs and publications, was the largest competitor of IVE in this sector. The Ovato Board appointed voluntary administrators in July 2022. At the time of acquisition, Ovato operated 3 key sites in Australia; Sydney, Brisbane and Perth. Ovato has maintained a strong and low customer base with major customers, including Woolworths, Aldi, News Limited, IGA and Are Media, all of which are major customers of IVE already. Relevant Ovato revenue comprises about 70% for catalogs and 30% for publications. And those publications would be examples like Women’s Weekly, Gourmet Traveller and many more. On Page 11, the transaction rationale represents the final significant consolidation of the segment of the printing industry. It delivers highly attractive acquisition return metrics, reflecting the benefit of significant operating leverage on the expected $160 million of annual revenue post integration, which would represent a circa 21% uplift that IVE's recently reported FY '22 revenue of $759 million. The acquisition of Ovato's assets rather than the corporate entity reduces transaction risk and avoid legacy issues. And we have a strong track record of successfully integrating businesses and optimizing operating leverage to deliver synergies. In addition to the attractive financial metrics, the acquisition is expected to further strengthen and deepen our already Tier 1 customer base, ensure continuity of product and service delivery to existing IVE and Ovato customers, underpin the scale and strength of IVE's national letterbox distribution network and provide an opportunity to cross-sell IVE's broader diversified offer into the acquired customer base. The integration of $160 million of Ovato revenue to IVE's manufacturing footprint is expected to generate meaningful synergies as we further leverage our operating assets and cost base. Once integration is complete, again, approximately 18 months from completion, the acquisition is expected to increase the group's EBITDA by $28 million or 27% and underlying NPAT by $15 million or 43%, both of these metrics are relative to our FY '23 guidance. While the transaction is expected to be accretive in FY '23, we are not yet able to provide guidance around the expected timing of the emergence of net synergies as the phasing of the integration plan remains subject to ongoing refinement. Ovato integration costs will be treated as a significant item for reporting purposes and no impact on underlying NPAT. Although the transaction only recently completed, integration is progressing well, and revenue from Ovato's Brisbane site, subsequently closed by the administrator, and some revenue from Ovato Sydney site have already transitioned into IVE's sites. And pleasingly, staff has held in quickly, and it's been well received by all customers. I will provide a further update on integration plans and expected phasing of those associated synergies when we release our H1 results for FY '23 in February next year. On Page 12, that illustrates, as I referred to earlier, the phasing and the integration of the revenues from the Ovato sites into the IVE sites. We move on to Page 13 of the presentation, while Ovato's net purchase -- this is in relation to the capital raise, while Ovato's net purchase consideration was funded from existing facilities, we subsequently completed a $19.3 million capital raise in October, comprising an $18 million institutional placement and a $1.3 million share purchase plan, which resulted in the issuance of 8.8 million new shares at $2.25 per share. The capital raising was undertaken to preserve balance sheet capacity to pursue organic growth initiatives, support further opportunistic bolt-on and strategic acquisitions such as the adjacent packaging sector, which I will mention soon and strengthen and deepen our institutional shareholder base and increase liquidity in the market for shares. Moving on to packaging on Page 14 of the presentation. As previously stated, the company views segments of the packaging sector as a natural adjacency to the group's existing diversified product and service offering. To assist in further refining and developing our strategy to build a meaningful packaging capability over the next 2 to 5 years, the company has been working closely with an expert advisory firm in this space. An in-depth analysis of the Australian packaging market has been completed and confirms our strategic imperative to grow its packaging after is sound, and IVE should progress to finalize the execution plan into the market. Specific areas of interest within the packaging sector included the higher margin, shorter run segment of the folding cartons market and the flexible packaging market, both of which share the following characteristics. Large and growing markets that are fragmented and ripe for consolidation. The combined market size of almost $2 billion in Australia, significant overlap with IVE's existing customer base offering sound cross-selling opportunities, operational overlaps and synergies, dovetails well with our logistics capability and our retail display businesses. And again, we will provide further updates to shareholders on this strategy during the first half of 2023. We move towards the outlook now on Page 15 of the presentation. The solid and underlying fundamentals of the business combined with the strength of our balance sheet place IVE in an ideal position to deliver further revenue and earnings growth, supplemented by the Ovato transaction and expected investment in further growth initiatives. The revenue momentum evident in FY '22 and underpinned by the post lockdown recovery has continued into the current year. And as illustrated by the FY '22 year-to-date results, heightening operating leverage across the business should underpin solid earnings growth on the back of continued revenue growth. The business has performed strongly in the 4 months to October 31, 2022 with revenue, EBITDA and NPAT up pleasingly on the same period last year. While the likely trend in revenues beyond the current half is more difficult to predict given an increasingly uncertain economic landscape, I'm encouraged by the strong year-to-date trading performance of the business. Accordingly, the company reaffirms the FY '23 guidance provided on the 25th of August 2022, being underlying EBITDA of $105 million and underlying NPAT of $36 million. We remain vigilant with respect to the management of paper and other supply chain pressures, which are expected to continue for the foreseeable future. And the point made earlier in this presentation, we've just landed another cargo ship in Australia with $25 million of paper on it to ensure continuity of supply to all customers. So not surprisingly, in light of the Ovato transaction and the aforementioned supply chain pressures, the level of inventory, and thus us working capital, is expected to further elevate at December 31. In addition to organic growth initiatives and notwithstanding the integration of Ovato, we would anticipate additional attractive acquisition opportunities will also continue to present themselves over the coming 12 to 24 months. Finally, I'd like to say thank you to the senior leadership team of the group and our 2,000 staff for their ongoing commitment and dedication to our customers and the business and to our board for their continued support throughout the year. Thank you, good morning, and I'll now hand back to our Chair, Geoff.

Geoff Selig

executive
#4

Thank you, Matt. Well, ladies and gentlemen, we now come to the more formal part of the meeting. Matters requiring resolution, which are outlined in the notice of meeting. The notice of meeting is dated October 21, 2022 and was circulated to members. And I will take the notice of meeting as being read. Before moving to the various resolutions to be considered, I'll just briefly touch on the voting procedure for the meeting. When you registered your attendance this morning, you would have been provided with an attendance and poll voting card. The voting on each of the resolutions will be conducted on a poll. As Chair of the meeting and having been appointed as proxy for a number of members entitled to vote as detailed in the notice of meeting, I will vote, where authorized, all undirected proxies in favor of each resolution. We also advised that voting exclusions are set out in the notice of meeting will be applied to each resolution. Resolutions 1, 2, 4, 5 and 6 are ordinary resolutions requiring a simple majority of votes cast by shareholders present and entitled to vote on the resolutions. Resolution 3 is advisory and does not bind the directors of the company. In order to provide you with enough time to vote, I'll shortly open the poll for voting on all resolutions. You'll be able to vote at any time between the start of the poll and the closure of the voting as announced at the end of the meeting. We will give you a warning before we move to close voting on all resolutions at the time. So I now declare the poll voting open on all items of business. So please record your votes on the poll voting card at any time. Following the more formal procedural matters of the resolutions before the conclusion of the meeting, we'll have some general questions if there are any from the floor. So moving to the business of the meeting, the consideration of the reports. The 2022 annual report contains the financial report, directors' report and the independent auditor's report A copy of the annual report was made available by the company's website and was also sent to shareholders that requested it. The financial statements have been approved by the directors and audited, as I said before, by KPMG. Are there any general questions or comments about the reports that anyone would like to make to the auditors this morning. I also note that the auditors did not receive any written questions prior to the meeting. Moving to the resolutions for voting. Resolution number 1 is that if thought fit, pass the following as an ordinary resolution of the company to reelect Gavin Bell as director. Further details about the resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. The directors, with Gavin abstaining, unanimously recommends shareholders vote in favor of the resolution. And the resolution is currently set out on the screen. Before I take any questions on this item and before we vote, I just invite Gavin to say a few words. Thanks, Gavin.

Gavin Bell

executive
#5

Thanks, Geoff, and good morning, everyone. Very pleased to be standing for reelection today. I joined the board at the time of the company listed on the stock exchange, and I chair the Board Remuneration and Nominations Committee. I have over 30 years' experience as a lawyer and as a CEO. I've held various positions in my executive career, but I was ultimately the CEO of global law firm Herbert Smith Freehills. In more recent years, I've been a nonexecutive director and currently a director of 2 other listed companies, Smartgroup and QANTM. I believe my experience, particularly as CEO and as a layer, works well with the other skills and experience around the board table. I feel that it make a valuable contribution to the board and as Chair of the Remuneration and Nominations Committee. I enjoy my role as a Director of IVE, and I look forward to continuing to help grow the company.

Geoff Selig

executive
#6

If there's no questions or further discussions, I'll put the resolution number 1 to the meeting. The proxies are on the screen. So please now select either for, against or abstain for resolution 1 on the voting card if you're voting that way. [Voting]

Geoff Selig

executive
#7

Okay. We'll move now on to resolution number 2. It is to consider that if thought fit, pass the following as an ordinary resolution of the company, and that is to reelect Sandra Hook as a director. Further details about the resolution are also contained, as I said before, in the explanatory memorandum that accompanied the notice of meeting. The directors, with Sandra abstaining, unanimously recommend shareholders vote in favor of this resolution. And the resolution is now set out on the screen. And before we move to any questions and formal voting, I invite Sandra to say a few words.

Sandra Hook

executive
#8

Thanks, Geoff. Good morning, ladies and gentlemen. I'm very pleased to be standing today for reelection to the IVE Group Board. I joined the Board as an independent nonexecutive director in June 2016 following the company's IPO and listing on the Australian Securities Exchange. And I'm also a member of the Board's Remuneration and Nominations Committee. I bring over 25 years of experience in sales, communication, marketing where I built, led commercially successful businesses driving growth and leading change. I've held a number of senior executive roles, including Managing Director and CEO of NewsLifeMedia, which is a division of News Limited and CEO of News magazines. I was also a member of the Australian News Corporation senior executive team. I believe my experience in sales, marketing, digital transformation and print media complements the skills around the board table and enables me to make a valuable contribution to the work of the Board and the Remuneration and Nominations Committee. I very much enjoy working with Geoff and the executive team and my fellow non-directors. I look forward to continuing this work to assist the company to realize its full potential for the benefit of all shareholders. Thank you.

Geoff Selig

executive
#9

Thanks, Sandra. If there's no further discussion or questions, then I put the resolution number 2 to the meeting, the proxies are now on the screen. If you're voting on the voting card, please vote now either for, against or abstain. [Voting]

Geoff Selig

executive
#10

Now move to resolution number 3. It relates to the reelection of Andrew Bird as a Director. Further details about the resolution are contained in the explanatory memorandum that accompanied the notice of meeting. The directors, with Andrew abstaining, unanimously recommend shareholders vote in favor of this resolution. The resolution is now set out on the screen. Before I take any questions and move to the voting on the resolution, I'd just invite Andrew to say a few words.

Andrew Bird

executive
#11

Thanks, Geoff, and good morning. As the others have said, I'm very pleased to be standing for election today to the Board of IVE Group. I joined the board in April of this year, and I'm also a member of the Nomination and Remuneration Committee. I've got to 30 years of experience in management, in a variety of roles, both in multinational large companies as well as smaller private, high-growth businesses. My most recent executive role was as CEO of Morningstar, Australia and New Zealand, which is part of the U.S. listed Morningstar Investment Research Group. Earlier in my career, I was also at the professional publisher CCH, where I ran one of their business units and as actually part of that role was very involved in the migration of print to digital assets within the company. And so I'm well aware of many of the dynamics at play in the IVE Group marketing space. More recently, I've been an active as investor and board member in a number of high-growth private companies, mostly in the software space. And these have given me a real appreciation for what it takes to manage and foster innovation and growth in new business areas, which I've enjoyed very much. Finally, I would say that I'm a committed shareholder of IVE Group. My wife and I have acquired about 400,000 shares over the last few years. And I will understand the needs and aspirations of shareholders. And I look forward to the opportunity to continue to serve the company and the shareholders in my role as director. Thank you.

Geoff Selig

executive
#12

Thanks, Andrew. The resolution is now set on the screen if there's no questions from the floor. And if you are voting by poll card, please elect either for, against or abstain at this point for resolution number 3. [Voting]

Geoff Selig

executive
#13

So moving on to resolution number 4, which is the remuneration report and the adoption of the remuneration report, which was contained in the 2022 annual report. I will take the remuneration report as read. Further details about the resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. I'd like to advise shareholders that I will disregard any votes as stated in my voting exclusion statement related to Resolution 4 as set out in the notice of meeting and as I referred to earlier. The directors recommend shareholders vote in favor of this resolution. The resolution is now set out on the screen. Were there any questions in relation to this item of business? With no questions or discussion, I'll put that resolution forward to the meeting. The proxies are now on the screen. Please now enter your votes for resolution 3 on the voting card. [Voting]

Geoff Selig

executive
#14

Moving on to Resolution number 5. As the next -- or this resolution relates to my remuneration, I will hand over to Gavin who chairs our NRC to chair this part of the meeting.

Gavin Bell

executive
#15

Good morning, again. The next item of this is the approval of the issue of performance rights under the IVE Group equity incentive plan to Geoff Selig. Further details about the resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. The directors, with Geoff abstaining, recommend shareholders vote in favor of this resolution, which is now set out on the screen. So questions on this item of business. Here are the proxies. If there's no further discussion, I now put to the meeting resolution 5. Please now enter your votes for resolution 5 on the voting card. And I'll now hand back to Geoff. Thank you. [Voting]

Geoff Selig

executive
#16

Thanks, Gavin. Resolution number 6 is the ratification of the issue of the placement shares. So this item of business is the ratification of the issue of 8 million placement shares. These shares were issued at $2.25 per share to professional and sophisticated investors in September 2022 raising approximately $18 million. If this resolution is approved, the 8 million shares issued will be excluded in calculating IVE Group's 15% limit under ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month's period following the issue of the placement shares. Further details about the resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. The directors recommend shareholders voting in favor of this resolution. This resolution is now set out on screen. Were there any questions from the floor in relation to this item of business. So with no further discussion, I put resolution number 6 to the meeting. Please now enter your votes for resolution number 6 on the voting card. [Voting]

Geoff Selig

executive
#17

That brings us to the end of the formal part of the meeting in terms of the resolutions that [ made of ] voting on. As we outlined at the beginning of the meeting, if there are any further questions that anybody had from the floor, we're happy to deal with -- any of us are happy to deal with those questions now. Okay. Well, at that point, that concludes the business as set out in the notice of the meeting. Thank you once again for everybody in attendance and participating in the meeting today. The results of the poll will be announced through the ASX this afternoon. Once again, if I can thank our Board, Matt, our Group CEO; Darren, our CFO, and all of this -- all our staff for their wonderful contribution over the last 12 months. And thank you all for joining us this morning at this year's AGM.

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