MA Financial Group Limited ($MAF)

Welcome, everybody, and good morning, shareholders. My name is Jeffrey Browne, and I'm the Chair of your company. Before we begin, I'd like to acknowledge the traditional custodians of the land on which we meet today, the Gadigal people of the Eora Nation. And I pay my respects to elders, past and present and extend that respect to all Aboriginal and Torres Strait Islanders joining us today. I've been informed that a quorum is present. And as it is now 11:30 a.m., the nominated time for the commencement of the meeting, I declare the meeting open. The notice of meeting has been distributed and will be taken as read. On behalf of my fellow directors, I'd like to welcome you again on their behalf and introduce those in attendance today, seated before you, we have Vice Chairman, Andrew Pridham; Joint Executive Officers -- Joint Chief Executive Officers, Chris Wyke, Julian Biggins; and Non-Executive Directors, Alexandra Goodfellow, Simon Kelly, Nikki Warburton and Cathy Yuncken. Also joining us via webcast are our U.S.-based directors, Ken Moelis and Kate Pilcher Ciafone. I would also like to welcome Giles Boddy, our Chief Financial Officer; Rebecca Ong, Chief Legal and Operating Officer and Company Secretary; Shaun Kendrigan representing KPMG, the company's auditors; and Rebecca Maslen-Stannage, representing Herbert Smith Freehills Kramer, the company's lawyers. In the unlikely event that we need to evacuate the building, please note the location of the exits, and I would ask that all mobile telephones are switched off until the conclusion of the meeting. In terms of the proposed order of business for today, Boardroom, the company's registry, will outline the procedures for voting and questions at today's meeting, which will be addressed by myself, the directors or the company's auditor as I deem appropriate. I will then make a short address and invite joint Chief Executive Officer, Chris Wyke, to do the same. Following this, we will proceed with the conduct of the formal business of the meeting. And I'll now hand over to [ Paul Cook ] from Boardroom to outline question and voting procedures for today. Paul?

Thank you, Jeff. There are several matters I need to mention in respect to the format of today's meeting. I will now take a few moments to explain the voting and Q&A procedure that we will use. Firstly, in relation to the voting procedures -- sorry, as you registered today, you were issued with a purple, orange or white color card. Purple cards are for shareholders who are entitled to speak and vote at the meeting. Orange cards are for shareholders who are entitled to speak but not vote and white cards are for visitors attending the meeting today. The notice of meeting sets out information regarding the resolutions put to today's meeting. There are 5 items on the agenda this morning, 4 of which require a shareholder vote. Details of direct votes and proxies received on each item of business will be shown on the screen behind the table after discussion on that item of business. The Chair is holding open proxies in its capacity as Chair, and it is his intention to vote all available proxies in favor of each resolution. Each item of business at today's meeting will be conducted by way of a poll. The Chair will ask you to cast your vote at the relevant time on each item of business, but to only hand your voting card to Boardroom representative on conclusion of the meeting. The results of the vote will be available later today on the ASX and the MA Financial Group website. Please note that only shareholders, proxy holders or shareholder representatives may vote. In relation to shareholder questions, we ask that shareholders who wish to ask questions on the various items outlined in the notice of meeting do so when we reach the relevant agenda items later in the meeting. We will endeavor to answer as many questions from shareholders as we can. There is a microphone at the front of the meeting area. And with shareholders wishing to ask a question, please approach the microphone once the Chair invites questions. Please state your name and show either your purple or orange admission card. As a courtesy to all shareholders, please also state your affiliation if you are not here today in your personal capacity. We note that in order to enable shareholders a reasonable opportunity to be heard, all speakers are asked to limit their questions to no more than 2 questions per resolution and no more than 10 questions in total. Please limit each question to no longer than 2 minutes. I would remind shareholders that questions must relate to the item of business under consideration. I will now hand back over to the Chair.

Good. Thanks very much. At last year's AGM, I highlighted the strong foundation that has been laid for the delivery of scalable and sustainable growth for the years to come. So it is with great pleasure and gratifying that our financial results delivered on this in 2025. It was a year of strong growth, significant strategic achievement and increasing diversification across our business platform and the investments we have made over many years in building scale, expanding our distribution capability and strengthening our recurring earnings base, all of which are now delivering clear and tangible results for our underlying business. The group delivered earnings growth in excess of 30% with momentum building over the year. And importantly, this was evident right across the business with all major divisions contributing strongly to the group's performance. Record client inflows into our asset management funds the exponential growth in MA Money, Finsure's increasing market share and improved deal flow in our corporate advisory business were all highlights of 2025. This performance reflects not only strong earnings growth, but a meaningful improvement in the consistency and sustainability of those earnings. In 2025, recurring revenue grew to represent its largest ever contribution to earnings at 67%, up from 44% in 2022. This increasing proportion of recurring earnings gives the Board greater confidence in the outlook for the business, particularly in times when the operating environment may become more volatile or potentially less supportive as has been experienced in recent months. This may affect the share price in the short term, but we are highly confident in the positive earnings trajectory of the business given the increased diversity and consistency of our earnings base. The successful acquisition of IP Generation during the year provided greater balance and further diversification to the group's business and earnings mix. This transaction materially enhanced the scale and capability of our core real estate platform at what we still believe is an attractive point in the real estate investment cycle. The successful integration of the team has already produced very positive outcomes, including the acquisition of 2 high-quality shopping centers, Top Ryde in Sydney and Hyperdome in Southeast Queensland, both for a combined $1.2 billion. The renewed impetus in core real estate sits well alongside the continuing momentum of our alternative real estate business. The MA Marina Fund expanded via the acquisition of additional Marina assets, while the MA Redcape Hotel Fund delivered another outstanding year of performance. Redcape Hotels venues grew earnings by more than 20% on a like-for-like basis over the year, underpinned by the strength of its operating platform and continued consumer demand for quality hospitality venues. The fund continued to actively recycle capital, acquiring new venues while divesting assets at premiums to book value. At the same time, our private credit platform continued to experience strong momentum and delivered excellent results. Nearly a decade ago, we identified the structural opportunity emerging in private credit markets and invested strategically in origination, distribution and lending infrastructure. Today, our private credit platform benefits from its significant scale and expertise, delivering consistent returns for our clients while maintaining a disciplined investment approach. A particularly important milestone during the year was the successful ASX listing of both the MA Credit Income Trust, MA1, and the MA Credit Portfolio Notes, MA2HA. Together, these vehicles raised approximately $800 million and broadened our distribution capability into listed investment markets. These listings represent much more than successful capital raisings. They demonstrate the growing strength and recognition of the MA Financial brand. The strong investor demand for our private credit products and our ability to continue to diversify our funding and distribution channels. A further strategic priority has been the expansion of our private credit and distribution capability into the United States, assisted by our strategic global partner, Moelis & Company. Our asset-backed lending product is differentiated in the U.S. market, and we are making steady progress. After much hard work, our U.S.-focused MA Specialty Income Fund was recently added to the Schwab investment platform, materially improving access to U.S. financial advisers and investors, and we continue to believe that the U.S. represents a multibillion-dollar opportunity for MA Financial over the medium term. 2025 was the year our significant investment in our lending and technology business started to make an important contribution to our results. This momentum continues to provide strong earnings tailwinds into 2026. We have built a powerful residential lending marketplace that now oversees more than $180 billion worth of loans for over 400,000 borrowers and services approximately 1 in every 9 new home loans written in Australia. This lending ecosystem combines the group's mortgage aggregation platform, Finsure, a residential mortgage lender, MA Money and our unique digital interface for mortgage brokers and borrowers known as Middle. Together, these businesses create powerful strategic advantages in origination, distribution, funding and customer engagement. The investment we have made into MA Money, in particular, is now delivering very strong outcomes and meaningful earnings growth for shareholders. It delivered its first annual profit in 2025 as the loan book grew 148% over the year to $5.2 billion, materially ahead of the $4 billion target we had initially outlined for the end of 2026. With its loan book now exceeding $6 billion, MA Money remains well on track to deliver a net profit in 2026 above the top end of our previously expected range of $15 million to $20 million. This is the type of longer-term strategic investment philosophy that has underpinned MA Financial's success over many years, investing patiently and deliberately into highly scalable businesses positioned in deep and attractive markets. Across the group, this strategic direction remains unchanged, whilst maintaining our focus on our core capabilities in real estate, hospitality, credit and lending and corporate advisory. The quality of our people remains fundamental to MA Financial's ongoing success. We continue to invest in attracting, retaining and developing talented people across the business while maintaining the strong found mentality and entrepreneurial culture that has defined MA Financial since its inception. So I'd like to take this opportunity to thank all of our people for their effort and commitment in delivering such a solid set of outcomes for the business in 2025. I'm also extremely pleased with the contribution of our Board during 2025, the appointment of Cathy Yuncken as an Independent Non-Executive Director further strengthened the breadth of skills and experience represented around the Board table and increased female representation on the Board to 40% and independence to 50%. I believe that we are well credentialed as a Board to drive and oversee the continued growth of the business. These results and the strategic investments we have made and continue to make prove our determination and ability to deliver sustainable growth for our shareholders, staff and clients. I'd like to thank our Board, senior executives, all of our employees again for their continued dedication and hard work throughout the year. I would also like to thank you, our shareholders, for your ongoing support and confidence in MA Financial Group. I'll now hand over to our joint CEO, Chris Wyke, who will take you through the financial performance of our business divisions in more detail. Thank you, Chris.

Thank you, Jeff, and shareholders, welcome to our Annual General Meeting, and thank you for your attendance today. My name is Chris Wyke, and together with Julian Biggins, I am Joint Chief Executive Officer of MA Financial Group. It's my pleasure to address MA Financial's 2025 performance today and provide some commentary on the positive momentum that has continued into 2026. Our Chair, Jeff Browne, has already highlighted that 2025 was a year of significant progress and accelerating growth right across our business platform. The group delivered underlying net profit of $57 million, up 37% -- sorry, up 35% on the previous year. Some of the key highlights during the year included record gross inflows of $4.1 billion into our asset management funds, up 82% on the prior year. Assets under management growing to -- by $5 billion to $15.3 billion. Finsure's managed loans growing 26% to $175 billion and MA Money's loan book growing 148% to $5.2 billion and corporate advisory fees increasing 26% to $63 million. And these results reflect broad-based momentum across every business division and reinforce the diversity strength and the resilience of the platform that we have built. Since the establishment of MA Financial in 2009, we have believed in investing today for the benefit of tomorrow. And that philosophy has consistently guided our strategic decision-making, and we believe our track record demonstrates the value of that long-term approach. Over the recent years, we have invested heavily in scaling MA Money, broadening our domestic and international distribution capabilities, building our U.S. private credit platform, enhancing our technology capabilities through Middle and across the group and expanding our real estate investment management platform. In 2025, several of those investments reached important milestones. MA Money moving into profitability, the successful acquisition and integration of IP Generation. The build-out of our U.S. platform and accessing the listed market for our private credit products are key amongst these. These initiatives are helping to diversify and further strengthen the quality and sustainability of our earnings base. More specifically in Asset Management and our Asset Management division remains the largest contributor to group earnings, delivering 64% of the group's underlying EBITDA in 2025. The business benefited from record fund inflows over the year, strong recurring revenue growth and improved transaction-based income. Gross fund flows -- or gross fund inflows were driven by strong investor demand for the group's private credit strategies and successful raisings for core and alternative real estate assets. Assets under management grew 49% or $5 billion over the year, bolstered by the strong inflows in the acquisition of IP Generation. Importantly, $4.5 billion of the assets under management was added in the second half of the year, providing a strong recurring revenue tailwind into 2026 as these earnings contributions annualize. The acquisition of IP Generation has reset our core real estate business into a strong growth phase. Our private credit platform also continues to perform strongly. The group's credit funds have continued to deliver solid and consistent returns for investors while maintaining conservative portfolio positioning and disciplined underwriting standards. International expansion also remains a strategic priority. During the year, we continued to invest in building our U.S. distribution capability. In early 2026, we also launched the MA CMBI APAC Credit Opportunities Fund in partnership with China Merchants Bank International, targeting institutional and ultra-high net worth investors across Asia. In terms of Lending and Technology, the development of our residential lending marketplace within the Lending and Technology division continued at pace during 2025. The ecosystem that we have built across MA Money, Finsure and Middle is highly differentiated and represents a significant long-term growth opportunity for the group. And Finsure continues to perform exceptionally well. Finsure now has over 4,200 brokers servicing approximately 19% of Australia's mortgage broker market. And as Jeff mentioned, with 1 in every 9 new home loans written in Australia on its technology platform. Middle also continues to gain traction. The platform is now processing approximately $1 billion of loan applications per week and has assisted more than 140,000 mortgage borrowers throughout Australia. MA Money again delivered outstanding growth during the year. The loan book grew by 148% and the business generated an $11 million EBITDA contribution after being loss-making only 1 year earlier. This demonstrates the scalability of the lending platform that we have built and validates the strategic investment that we made in the business over recent years. The combination of our Lending and Technology platforms and our asset management business continues to create significant strategic advantages. The ability to originate, fund, manage and distribute credit assets through our own integrated ecosystem is highly valuable and increasingly difficult to replicate. In terms of our Corporate Advisory & Equities activities, the division delivered a strong improvement in performance during 2025. Growth in corporate advisory fees was driven by strong M&A activity and increasing demand for capital structure and financing advice. Importantly, revenue per executive returned to within our long-term target productivity range of $1.1 million to $1.3 million. The transaction pipeline remains strong and broad-based. However, if current market uncertainty persists, transactions may be at risk of completing or time lines may extend. We have also recently announced our intention to establish a corporate advisory presence in Brisbane to service the fast-growing Queensland market. This will be led by a newly appointed Managing Director around whom we intend to build the team. We continue to see opportunity to selectively invest in capability and talent where we believe long-term client demand exists. Our ability to combine strong advisory capability with the broader strength of the MA platform continues to differentiate us in the market. Now some brief comments on artificial intelligence as we believe AI presents a significant opportunity to improve productivity, client experience, operating efficiency and workflow automation across many parts of the business. A key strategic initiative for the group in 2026 is the disciplined and responsible integration of artificial intelligence across our operations. Importantly, we are approaching the adoption of AI in a considered and disciplined manner. Responsible governance, risk management, cybersecurity and the appropriate use of AI remain key priorities as we progressively roll out these capabilities across the group. We believe the combination of our highly entrepreneurial culture, proprietary technology capabilities and disciplined governance framework positions MA Financial well to harness the long-term opportunities that AI presents. And turning to the first quarter of 2026 and our outlook. And we believe the group is exceptionally well positioned. One of the defining strengths of MA Financial is the portfolio effect our diversified business model has. In the current environment, this is particularly valuable, and I believe we have built a valuable business. While some areas of the business are facing more challenging operating conditions, others are experiencing strong momentum and performing very well. That breadth gives the group resilience, flexibility and multiple avenues for earnings growth. And our March quarterly update demonstrated this clearly. In asset management fund inflows from high net worth and retail investors remain broadly in line with the prior corresponding period, excluding the impact of last year's capital raising, noting the increased volatility in public markets. However, inflationary pressures, rising interest rates and uncertainty arising from tax changes in the budget have slowed activity levels and credit fund deployment into residential real estate. Yet at the same time, MA Money has continually exceeded our expectations materially. The loan book grew from $5.2 billion at the end of December 2025 to $6.2 billion at the end of March '26. And I'm pleased to update shareholders that as of today, it stands at approximately $7 billion, representing growth of $1.8 billion since December. And importantly, this growth is being achieved while expanding our net interest margins to be at the upper end of our strategic range of 1.2% to 1.4%. These differentiated earnings streams and asset exposures represent exactly the portfolio effect that we have sought to build across MA Financial. Transaction activity across the asset management business was also strong during this quarter. The MA Marina Fund announced the acquisition of Gold Coast City Marinas. The MA Redcape Hotel Fund acquired the Bendigo All Seasons Hotel and the Brunswick Heads Hotel from existing MA single asset vehicles to consolidate the group's hospitality offering. The MA Aged Care Fund agreed the sale of its sole asset, Infinite Care for a significant return to fund investors and MA as its manager and co-investor. MA's financial gain on the sale of Infinite Care is anticipated to be partially offset by a loss from the sale of the Brunswick Heads Hotel, in aggregate delivering a net gain on sale of approximately $20 million for the year, which will be reported as a significant item. Our core real estate business also recently announced the $154 million acquisition of the Midtown Melbourne retail and office building on behalf of the Coombes Property Group. Based on current trading and subject to market conditions, we expect the combined performance of the group's business to support material earnings growth through the first half of 2026 and across the year. And this is driven by strong momentum in our recurring revenue streams. And finally, I would like to thank our people. Every accomplishment over the year has been made possible by the commitment, dedication and talent of our team, and we also extend our sincere appreciation to our clients and importantly, our shareholders for your continued trust and support, and we look forward to keeping you informed of our progress throughout 2026. Thank you.

Thank you, Chris, and I hope that gives shareholders not only great delight in the 2025 result, but a real sense of confidence in the way the business is set up for 2026. And again, I thank Chris and the executive team for that very happy position where we find ourselves today. We've got some items of business to attend to. And I'll now turn to Item 1, which is to receive and consider the financial report and sustainability report of the company, its controlled entities and the reports of the directors and auditor for the year ended 31st December 2025. These reports were released on the ASX on 19 February 2026, and they are also published on the company's website. The text of the first item of business is shown on the screen. Neither the Corporations Act nor the company's constitution requires a vote of shareholders on these reports, but it does provide an opportunity for shareholders to ask questions related to the reports. Please note any questions on the remuneration report will be dealt with when we reach the relevant agenda item later in the meeting. I now invite any questions you may have on this item of business. And as mentioned by Boardroom in order to enable all shareholders a reasonable opportunity to be heard, all speakers are asked to please limit themselves to no more than 2 questions at a time at the microphone. Paul, any questions?

We received an online question prior to the meeting from investor, [ Stephen Mayne ]. He says, why do you disenfranchise shareholders who don't live in Sydney by holding physical AGMs with no online participation? And why does your constitution have entrenchment positions, which make it difficult for external candidates to nominate for the Board?

Well, thanks, Paul. I'd like to thank Stephen for his question. It's a familiar one because I think he's asked the same question in the last 4 meetings, and I'm going to give him the same answer. There was an opportunity for shareholders to submit questions via e-mail to this meeting today. It is a live webcast, and the webcast will be published on our website following the meeting. In relation to external candidates, the company's constitution is in line with the Corporations Act and does provide a process whereby shareholders can nominate external candidates for election. So we're very happy to be aligned to the Corporations Act, and we're very happy to have a meeting online with an opportunity for shareholders to ask questions in advance. Any further questions, Paul? Thank you. As there are no further questions, we now move to the next item of business, Item 2a. Item 2a on today's agenda is the reelection of Kenneth Moelis as a Director of the company. The text of the resolution is shown on the screen together with details of the voting already received on this item. Ken Moelis is offering himself for reelection at this meeting. Ken was appointed to the Board of the company as a Founder on 7th July 2010. Ken is the Founder and Executive Chairman of Moelis & Company in the United States. Ken has over 40 years of experience, both as an investment banker and a public company executive. He served as Moelis & Company's Chief Executive Officer from its founding until September 2025. Prior to founding Moelis & Company, Ken was President of UBS Investment Bank and previously the Head of Corporate Finance at Donaldson, Lufkin & Jenrette. Ken holds a Bachelor of Science and Economics and an MBA from the Wharton School at the University of Pennsylvania. The Board recommends with Ken abstaining that shareholders vote in favor of Item 2a. I now invite any questions you may have on this item of business. Are there any questions? Okay. As there are no questions, I thank you, and please complete your voting cards for Item 2a. I now move to Item 2b on the agenda, which is the reelection of Nikki Warburton as a Director of the company. The text of the resolution is shown on the screen together with details of the voting already received on this item. Nikki is offering herself for reelection at this meeting and was appointed to the Board of the company on 23rd December 2022. Nikki has 30 years of experience as a senior marketing executive and a Board Director in automotive, sport and media sectors. She is on the Board of Directors of the Greater Western Sydney Giants Football Club, for which she's excused by the Chair. She's a -- also on the Board of Car Expert, Cloudwerx and Frontier Digital Ventures. The Board believes that Nikki continues to provide valuable contribution to the Board, particularly in relation to marketing and brand recognition. And the Board, with Nikki abstaining, recommends that shareholders vote in favor of Item 2b. I now invite any questions that you may have on this item of business. Thank you. As there are no further questions, please complete your voting cards for Item 2b. Item 3 on today's agenda relates to the adoption of the company's remuneration report for the year ended 31st December 2025. The text of the resolution is shown on the screen together with the details of the voting already received on this item. The remuneration report sets out the remuneration policies of the company and reports on the remuneration arrangements in place for the company's key management personnel during the year. As prescribed by the Corporations Act, the vote on the adoption of the remuneration report is advisory only and does not bind the directors or the company. However, the Board will take the outcome of the vote and discussion at this meeting into account in setting remuneration policy for the future. The Board unanimously recommends that shareholders vote in favor of Item 3. I note that voting exclusions apply to this item as set out in the notice of meeting. And I now invite any questions you may have on this item of business. Okay. I can see there are no questions. We now move to the next item of business. Items 4a and 4b relate to the approval sought in respect of the proposed issue of shares to the joint CEOs as part of their long-term incentive award as set out in the notice of meeting. Item 4a relates to the approval of joint CEO, Christopher Wyke's long-term incentive award. The text of the resolution is shown on the screen together with details of the voting already received on this item. The Board, with Chris abstaining, unanimously recommends that shareholders vote in favor of Item 4a. I note that voting exclusions also apply to this item as set out in the notice of meeting. Item 4b relates to the approval of joint CEO, Julian Biggins' long-term incentive award. The text of the resolution is shown on the screen together with the details of the voting already received. The Board, with Julian abstaining, unanimously recommends that shareholders vote in favor of Item 4b. And again, I note that voting exclusions apply to this item as set out in the notice of meeting. I now invite any questions that you may have on Items 4a or 4b. Thank you. As there are no questions, please complete your voting cards for Item 4a and 4b. I now turn to Item 5 on today's agenda, which relates to the ratification of the prior issue of shares. Item 5 seeks ratification under Listing Rule 7.4 of the issue of 11,441,531 shares in September 2025 in connection with the acquisition of IP Generation. The effect of the ratification under this Item 5 is to restore the company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval during the next 12 months. The text of the resolution is shown on the screen together with the details of the voting already received. And the Board unanimously recommends that shareholders vote in favor of Item 5. I note that voting exclusions apply to this item as set out in the notice of meeting. I now invite any questions you may have on this item of business. I noticed there are no further questions. Please complete your voting card for Item 5. Please ensure that you place your completed voting card in the ballot boxes near the exit to the room. And this concludes the business of the meeting. The results of the poll will be announced later today on the ASX and will be published on the company's website. Thank you very much for your attendance and your attention and most importantly, for your continued support of our company. I now declare the meeting closed, subject to finalization of the poll and invite everyone to join us for refreshments, which will be served on the terrace. Thank you, everyone.