Nanosonics Limited (NAN) Earnings Call Transcript & Summary

Great. We've got everybody here. And we're recording online, so we're streaming live. Good morning, ladies and gentlemen. My name is Steve Sargent, and I am the Chairman of Nanosonics Limited. I would like to extend a warm welcome to our shareholders here in Sydney and to those joining us online. It is my privilege to chair the 16th Annual General Meeting in particular, as we're able to do so in-person again. And it's warming to see so many people in the room today. Thank you for joining us. I would like to acknowledge the Traditional Owners of the lands on which we meet and pay respects to all elders past, present and emerging and acknowledge today's First Nation communities who are the custodians of these lands. With me in the room, I'm joined by the Nanosonics Board of Directors, the Company Secretary and representatives of the company's auditor, Ernst & Young. I've been advised by the company such that we have a quorum for this meeting, and I therefore declare the meeting open. The number of valid proxies received by 11:00 a.m. on Wednesday, the 16th of November, was 456 proxies, representing over 184 million shares or just under 61% of the company's approximately 302 million shares on issue. I would like to take this opportunity to introduce the Board, the Company Secretary and the auditors of Nanosonics. To my left here, we've got Maurie Stang, who is our Deputy Chairman; to my right, we have Michael Kavanagh, who is our Managing Director, CEO and President; to Maurie's left, we have Lisa McIntyre, a Non-Executive Director; and to Lisa's left, we have David Fisher, who is Non-Executive Director and Chairman of the Research and Development Committee. And over on this side, we have Marie McDonald, who is a Non-Executive Director and Chairman of the Remuneration People and Culture Committee; Geoff Wilson, also a Non-Executive Director, is joining us online today; McGregor Grant is our Chief Financial Officer and Company Secretary, you put your hand up there, thanks, McGregor. There we go. And as required by the Corporations Act, the company's auditor, Ernst & Young, is also in attendance today represented by Mr. Gamini Martinus. Gamini oversaw the Nanosonics engagement on behalf of Ernst & Young pertaining to the audit of the FY '22 accounts. Since then, Gamini has rotated off the Nanosonics account and is replaced by our new engagement partner at EY, Ms. Vida Virgo. Welcome, Vida. The Board, Company Secretary and the company's auditor are available to respond to any questions you may have during the course of the meeting. Also present are members of our management team, who Michael will introduce when he gives his address. Today's meeting will commence with my Chairman's address. Then our CEO, Michael Kavanagh, will then deliver his address. This will be followed by the formal business of the meeting. As this AGM is being conducted in-person and online, I will now provide some housekeeping instructions on how to ask questions and how each group of shareholders should vote. [Operator Instructions] Please note that while you can submit questions from now on, I will not address the questions until the relevant time in the meeting. Please also note that your questions may be moderated or amalgamated if we receive multiple questions on the one topic. There is a further information contained in the meeting platform under the Q&A tab for shareholders that wish to ask a question verbally. For online shareholders joining us, we will take written questions first, then verbal questions second. [Operator Instructions] we will set aside time after I have introduced all of the resolutions to answer any questions on the resolution. We thought that might be a little easier than trying to coordinate between offline and online after each resolution. So we will go through all the resolutions. And then at the end of that, we will take questions on any of the resolutions we've gone through. In accordance with our usual practice, we'll invite general questions after the formal business is closed. This will avoid these questions getting mixed with any questions received on the resolutions during the formal business. For those stakeholders -- shareholders joining online, while there will be time for voting, I have introduced each -- after I've introduced each resolution, you may submit your votes at any time until I declare the poll closed. There will also be some time to complete your voting after we have addressed any questions that are raised in relation to the resolutions. If you are eligible to vote, once voting opens, press the vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare the voting closed. For those shareholders joining us here in-person, after I call for a vote on each resolution, all persons entitled to vote will be given a moment to complete your voting card before I move on to the next resolution. Voting will be conducted on each resolution by poll. And for this purpose, I now declare the poll open. Ladies and gentlemen, now it's my pleasure to deliver the Chairman's address. As you may be aware, I was appointed Chairman on the 1st of July of 2022. However, I have been a Non-Executive Director of Nanosonics since July 2016 and Lead Independent Director and Deputy Chairman since October 2017. During that time, I have been very appreciative of being able to work with my predecessor, Maurie Stang. Before we talk about the business, I wanted to take a few moments to acknowledge the significant contribution that Maurie has made as Founder and Chairman of Nanosonics. Maurie has made an enormous contribution to Nanosonics and the broader infection control community over the last 2 decades. Over this time, in addition to listing Nanosonics on the stock exchange and guiding its growth into a successful international business, Maurie has created a number of other very successful businesses in the health care sector. He's one of Australia's leading authorities in medical technologies, infection control and biosciences. While Maurie is not seeking reelection at this AGM, as such, he will no longer be on the Board after today's AGM. The Board and management are pleased that we will have his ongoing access to Maurie's deep experience, extensive global network and prolific idea generation in the infection control sector. Maurie will chair an informal committee, the Innovation and Infection Control Advisory Committee. I am personally thankful and very appreciative of Maurie's guidance and advice over the last 6 years that I've been on the Board. Thank you very much for everything, Maurie. None of us would be here today without you. The Board is in a very strong position with directors who are well qualified and work in a collegial and effective way. Our experienced directors bring a mix of skills and perspectives that strongly support our growth and governance objectives and through the Board committees add real value to the business teams. I believe that we currently have the appropriate mix of skills and experience on the Board. But as we consider ongoing renewal, we will continue to review the skills needed to best serve Nanosonics for now and into the future. I am pleased that Ms. Marie McDonald, who brings significant skills and experience to the Board is standing for reelection today. Shareholders will have also seen that we have sought an approval for an increase in the cap on directors' fees to provide flexibility for additional directors in the future as part of our renewal process over the coming year or so. It has been another extraordinary year in the health care sector, shaped by several unprecedented events that influence the external environment in which Nanosonics operates. Amid this backdrop, Nanosonics has executed a number of key strategic objectives that position the company to prosper in the future. Under the leadership of Michael Kavanagh and his management team, the company has performed very well in 2022. Michael and the team, in particular, Ken Shaw, our Regional President in the Americas; and Rod Lopez, the Chief Operating Officer, successfully managed the transition to a predominantly direct sales model in the United States. The transition to a largely direct sales model in our larger, more mature markets has been a long-term goal of the company as we have always believed in the benefits of directly managing the customer interface. These benefits include the ability to provide a consistent level of customer service from Nanosonics as a specialized infection prevention company. And importantly, through direct and regular engagement enables Nanosonics to develop deeper and broader relationships. As a result, we can get direct unfettered feedback on how our products are performing, where improvements may be necessary and where they may have unmet needs we can build into our product road maps. In addition, as Nanosonics continues to broaden and deepen our products and services with the introduction of AuditPro and in the future, CORIS, we can leverage the direct sales infrastructure as part of our sales channel strategy for those products. It's our intention over time that we will have a primarily direct selling model in all our major markets. Michael will share a summary of the results, but we are particularly pleased that in another year of significant change, the company successfully executed on these key priorities. The team continued to execute on its geographic expansion plans in Asia Pacific and Europe and has made significant progress in bringing a new platform technology to market. This time in the endoscope reprocessing. This execution continues to be driven by our people, our culture, our leadership team and the support and guidance from our Board. This unity and collaboration has ensured the health and safety of our team through the challenges of the global pandemic, while delivering a work environment which is capable of supporting our commitment to infection prevention for life. We are proud to see this continue in our new offices, manufacturing facility and R&D laboratories in the epicenter of New South Wales' medical device industry, Macquarie Park. So I want to talk a little bit about sustainability. We believe sustainability is central not only to our business strategy, but to our mission and values. I encourage you to read our Sustainability Report. At the core of our ESG commitments is patient care. Approximately 98,000 patients are protected by trophon technology every day, which ensures patients are not exposed to the risk of ultrasound probe cross-contamination. This equates to 25 million patients every year, a number which grows every day as the installed base increases. The trophon not only protects patients, but it also protects clinical staff by eliminating exposure to toxic chemistries that were traditionally used in the high-level disinfection of ultrasound transducers. The trophon device also has an excellent environmental profile where for every high-level disinfection cycle, it only uses approximately 2 mL of decontaminant which is broken down at the end of the cycle into environmentally friendly oxygen and water. Unlike traditional soaking methods, which required rinsing on the probe at the end of soaking, the trophon process also uses significant less water. While we do not consider Nanosonics to have a significant greenhouse gas footprint, we have commenced an undertaking to assess our Scope 1, Scope 2 and Scope 3 emissions and we look forward to playing our part in this significant societal transition. The opportunities for growth in infection prevention market are large, and the Board fully support the team continuing to invest in the medium- and longer-term growth agenda for your company. This includes investment in geographic expansion and the R&D pipeline amongst other areas. We believe the business is well supported by a strong balance sheet with no debt and $94.5 million of cash as at the end of June. The Board regularly reviews our approach to capital management. And at this time, the Board's clear view is that cash held by the company is best utilized by providing a strong foundation for continued investments in our growth. In light of this, we will maintain our current dividend policy and feel the most efficient allocation of capital is where the medium- and longer-term growth agenda is prioritized. Recognizing the increasing global focus of infection prevention and the opportunities that present for economics -- for Nanosonics, sorry, the company will also continue to work on identifying any M&A opportunities to expand its product portfolio. Looking forward, I can see that the team Michael has assembled is in a strong position to execute on market opportunities and focus on the value drivers that will allow our company to contribute, to grow and create sustainable value for shareholders and for communities we serve into the future. We acknowledge that the volatility being experienced in today's global markets has impacted Nanosonics. But our focus is on execution now and over the longer term regardless of the economic cycles. Nanosonics is uniquely positioned to solve our customers' problems in the critically important area of infection prevention. And by doing so, access sustainable value for our stakeholders in the markets in which we operate. On behalf of the Board, I would like to thank every one of our employees. They have worked tirelessly through a tumultuous time to support our customers. I would like to thank Michael and his leadership team for navigating the business through significant change in challenging times. I also want to thank my Board colleagues for their commitment and support guiding the company for our customers, for our shareholders and for the communities in which we operate. And finally, I would like to thank all of you, our shareholders, for your ongoing belief in the company's purpose and vision. I look forward to serving you in the future. I'd now like to invite Michael to deliver his address.

Thank you very much, Steve, and a very good morning, ladies and gentlemen. It's great to see so many familiar faces here again. It's been -- what is it, 3 years? It's 3 years since we were able to have an in-person AGM, and it's wonderful to see people here. And welcome to everybody that has dialed in online as well. As Steve mentioned, we are joined here today by members of our executive team, and they are gathered down here, and I'm going to read out your names, and I will ask you to stand up, so don't be shy. So first of all, we have Dr. Steven Farrugia, who is our Chief Technology Officer, if you stand up there, Steve; and followed, McGregor Grant, who's already been introduced, who's our Chief Financial Officer and Company Secretary. We have Jodi Sampson, our Chief People and Culture Officer; David Morris, who is our Chief Strategy Officer and Regional President for Asia Pacific; we have Matthew Lipscombe, who is our Chief Marketing Officer; and Matt Carbines, who is sitting here beside McGregor, who's our General Counsel; and Sunny Pillai, how are you Sunny, our Chief Information Officer. Rod Lopez, our Chief Operating Officer, is currently in the United States with Ken Shaw, who is our Regional President for North America, and Ronan Wright, who is our Regional President for our European region is currently in the U.K. I encourage everybody at the end of the formal proceedings to engage with the executive. As Steve highlighted, over the last year, we did continue to successfully execute and progress our strategic growth agenda with many important milestones being achieved on the journey of our objective of becoming a leading global infection prevention company. These outcomes really resulted in the successful transition to a largely direct operation in North America, which brings great benefits, not just to the company but also to our customers. We continued our investment in geographical expansion across Europe and Asia Pacific, where the fundamentals for market growth continue to improve. And of course, our ongoing commitment to research and development to expand our product portfolio through the development of, what we believe, can be transformational technologies, in particular, that address key unmet needs in the marketplace. Importantly, we also grew our capability and capacity for growth through the expansion and development of our people as well as the move to our new corporate headquarters, manufacturing and R&D facility in Macquarie Park. And of course, these achievements are all delivered by our people, and I would like to acknowledge the commitment and dedication of all our employees globally and thank them for their relentless work in delivering on our mission as an organization. By now, I think everybody here would be -- and online would be familiar of the FY '22 actual results which are reviewed in detail in our annual report. But just very briefly, the global installed base last year, it was up 12% for the year. And it was very pleasing to see the second half growth, in particular and new installed base was up 20% over the first half as the market conditions did improve. We also saw a very good growth momentum in upgrades that were up well over 100%, almost 135% over FY '21. Total revenue last year for the year was $120.3 million. That was up 17% compared to FY '21. And this was particularly pleasing considering the foreshadowed one-off revenue impact with the transition to the largely direct model that we have implemented in North America as GE sold their capital and consumable inventory as they moved to a pass-through capital reseller model. And granular details on the performance last year by geography, by line item, et cetera, as well as all the key financial metrics can be found in the FY '22 Annual Report and the accompanying investor presentation. We are now, of course, 4 months into the new financial year. And the first 4 months of the FY '23 has seen the business perform very well across all our regions against our objectives for this year. The market conditions have improved in all our key markets with customer access and procedure volumes getting back to near pre-COVID levels. And in the 4 months to the 31st of October, our total revenue is $52.6 million, so that's up 42% compared with prior corresponding period or 36% in constant currency. Breaking that total revenue down, our capital revenue is actually up 63% compared with prior corresponding period, and that's 55% in constant currency. And that growth reflects growth in new installed base, growth in upgrades and of course, improved pricing through our direct model in North America, which we anticipated. Our consumables and service revenue is up 35% compared with the prior corresponding period or 30% in constant currency. And again, that reflects an increased volume on all ultrasound procedures and again, price improvements, in particular in North America with the transition to a new model. Our global installed base has now grown to 30,665 with the number of new installed base in the first 4 months in line -- very much in line with prior corresponding period which is aligned with our forecast. And upgrades, they also continue to perform very well, and they are up 51% compared with the prior corresponding period. So overall, with the start of the business this year -- financial year, the business certainly does continue to perform well, but importantly, with significant opportunity for ongoing growth. We've clearly had a positive start to the new financial year. However, we are also very conscious that only 4 months have elapsed since the new American business model has been implemented. And there are a number of broader uncertainties, which are yet to potentially play out. And these include possible COVID disruptions during the Northern Hemisphere winter, potential impacts of inflationary pressures on hospital capital equipment budgets and, of course, significant currency volatility that we're all seeing. Accordingly, it's too early to provide an updated outlook for the full year. But it is our current intention and expectation that we will provide an update in this respect as part of our half year reporting in February. What is important, of course, is the ongoing opportunity to continue to create value for both our customers and shareholders. And your company is well positioned to continue to do this through investment in and continued execution of our medium- and long-term growth agenda. And this growth agenda really has 3 main drivers to it. The first is continuing to establish trophon as standard of care globally. The second is continuing to expand our geographical footprint. And importantly, expanding our product portfolio. And there certainly continues to be a very significant global market opportunity for trophon. In North America, trophon has arguably established itself as standard of care with over 26,000 units in operation over 5,000 institutions. And with a total addressable market in North America of approximately 60,000 units, ongoing strong fundamentals for adoption and the move to a largely direct sales model, we certainly see a great opportunity for ongoing growth, not only with new installed base, but of course, also with the growing upgrade opportunity. In our European operations, the market over there certainly is -- remains significant, the opportunity, and levels of awareness and the fundamentals for adoption are strengthening. We have expanded our footprint with direct operations in the U.K. and Germany, and we're about to transition to a direct operation in Ireland. We also partnered with a range of distributor partners across mainland Europe and the Middle East. And with investments we have been making in this region, we do expect to see sustainable growth coming out of that region. In Australia, the trophon has already established itself as standard of care. And the installed base continues to grow year-on-year. But in the Asia Pacific region, what's important for us is the geographical expansion into Japan and China, and they remain an important growth priority for us in that region. In Japan, we have expanded our local team and medical affairs activities as we continue to work with local specialists and societies on the establishment of local guidelines, which is an important step to sales growth. We have also just recently signed a new 3-year distribution agreement with GE Healthcare in Japan. In China, during the year, we -- last financial year, we completed the registration of our Wholly Owned Foreign Enterprise or WOFE. After significant delays due to COVID-related lockdowns, the required testing -- local testing of the trophon device and consumables by the relevant state authorities, that has now commenced and is progressing well as part of our product registration plans over there. Of course, adoption of trophon not only delivers the best-in-class solution for our customers but a very attractive lifetime value opportunity. And this comes through the delivery of the capital equipment and then the associated annuity revenue from the ecosystem of consumables and accessories as well as service. In addition, the ability to upgrade devices to the latest technology, in this case, trophon2, as well as our intention for future generations of trophon that also delivers value to customers and to shareholders alike. And as we continue to invest for growth, the return from those investments can actually be very meaningful, especially as markets mature, the fundamentals in those markets strengthen and trophon becomes standard of care across our major markets. And this can be seen in North America, where operating profit, which is an established market, and if we look at the North American market as what the opportunity could look like for the other markets in the future, well, operating profit over there before any allocation of headquarter costs or R&D expenses is in the range of 55% to 60%. So that is a very healthy situation. Indeed, when you look at the profile of our resource allocation, you can see that it is all about growth to deliver customer and shareholder value. Currently, 43% of our investment is associated with market expansion to grow the installed base, expand consumables and the ecosystem usage to protect more patients and convert a significant upgrade opportunity to trophon2, which again delivers great benefits to our customers. 25% of our investments are in R&D with a view to expanding our product portfolio through the delivery of innovations that address key unmet needs in infection prevention. And then the remaining 32% is associated with delivering scalable manufacturing, enterprise-wide digital tools and platforms and of course, the essential back office support to support all our regional operations. And our expectation is that the allocation of our resources this year is that we'll have a very, very similar profile. On R&D, this is an area that we remain very committed to on our investments in R&D and continuing to innovate in the infection prevention space. Over time, we do expect R&D expenditure as a percentage of revenue to reduce towards industry benchmarks of approximately 12%, especially as our revenue continues to grow. As a result of our investments to date, however, we have and continue to build significant capability and specialized skills in our R&D and regulatory functions which are directed towards delivering customer and shareholder value across a number of platforms. Our investments, they do continue in our trophon or ultrasound platform. And over time, we aim to deliver new generations of the device with the -- also the potential for expanded indications, leveraging the core intellectual property in the trophon device. We also continue making investments in our data and traceability cloud-based platform with the first product, AuditPro. And AuditPro is currently installed at key reference sites where customer feedback has indicated consistent clinical compliance to ultrasound infection control standard operating procedures within those hospitals. And of relevance to AuditPro and indeed, our broader data and cybersecurity agenda, which I think is very topical in recent weeks, Nanosonics has recently received ISO27001 accreditation. That's the internationally accepted standard for the management of information security. And this provides a very robust security posture that will further streamline customer security assessment requests as part of the AuditPro implementation as well as our broader cybersecurity work within the organization. So a significant component, of course, of our current investment in R&D is on our new transformational CORIS platform, which aims to address what is recognized as one of the most significant unmet needs in instrument decontamination today. And that's the challenges with current flexible endoscope reprocessing practices and resulting infections from those challenges. This is a brand-new technology that we have been working on over a number of years to address what is a very, very complex problem. We are very confident in this product and our CORIS program continues to progress well. We're testing to date with the product, demonstrating that the cleaning efficacy delivered by CORIS far surpasses cleaning benchmarks recognized by regulators. The potential market opportunity for CORIS is large. There are over 60 million endoscope procedures conducted annually not just across North America, the key markets in Europe and Australia. And that particular number is growing by approximately 6% per annum. A wide range of endoscope types are used in these procedures such as colonoscopes, gastroscopes, bronchoscopes, urological scopes, duodenoscopes to name a few. And there are many well-documented instances of infections, outbreaks and reprocessing issues across the whole range of these endoscopes. Very importantly, strict standards for the reprocessing of endoscopes exist across all major markets today. It is recognized, however, that there are limitations to the current cleaning stage of reprocessing which today is a manual process. And these limitations are associated with the fact that endoscopes have complex internal geometries including multiple channels that can be as long as 3.5 meters long and as narrow as 1 millimeter. And that makes them extremely difficult to clean effectively prior to the disinfection step. And CORIS has been designed as an automated global solution ultimately to be used across all channeled flexible endoscopes and deliver a whole new standard of cleanliness across all channels irrespective of size. In addition to delivering cleaning efficacy to an order of magnitude better than the current benchmarks, very importantly, CORIS is also designed to remove biofilm from small channels that cannot be effectively cleaned today. And this is important as biofilm is recognized as a significant contributor to cross contamination. And what you see on the slide on front of you, it represents a head-to-head study that we conducted in our laboratories comparing manual cleaning to our CORIS product. And this was done in an auxiliary channel of an endoscope that was 3.6 meters long with an internal diameter of 1.5 millimeters. And it is in this particular experiment, biofilm, which is essentially the most difficult soil to remove was grown in the channel, the whole length of that channel and then stained color, so you can see what's happening. We then compare the effectiveness of current manual cleaning procedures carried out under laboratory, strict laboratory conditions following these manual procedures can have up to 150 steps write down for the world under strict laboratory conditions, we compare that with the effectiveness in CORIS. And as you can see, after the manual cleaning, it was ineffective. You still see the remaining biofilm stained purple. Whereas if you look on the right-hand side of the slide, you see CORIS, there was total removal of the biofilm and that was across the whole 3.6 meters long. Remember, this is in 1 millimeter diameter. So it is truly a complex problem to solve and what we believe and are confident in this transformational technology. It was very pleasing, of course, that the FDA recently recognized CORIS as a technology that can reasonably be expected to significantly improve the safety of current available treatments through its acceptance into the FDA Safer Technologies Program. And this is a program that's really only been in existence for about 1.5 years with the FDA. And the goal of this program is to provide patients and health care providers with timely access to these medical devices by expediting their development assessment and review whilst, of course, preserving the statutory standards for approval. And through the program, what the FDA do is they provide sponsors of devices like Nanosonics with additional review resources and with the aim of facilitating more interactive and timely communication through the submission review process. So as a completely novel technology platform, CORIS will go through the FDA de novo clearance pathway in the U.S.A., thus setting a new benchmark and creating an entirely new category for endoscope cleaning. The CORIS technology readiness, it continues to advance well. And while all product development programs have inherent risks, the company we are targeting progressive market introductions aligned with regulatory approvals internationally with the first introduction currently targeted for calendar 2023, and that's likely to be in Australia or one of the European markets. But we are currently, at the moment, ramping up activities across a range of our commercialization requirements, including our manufacturing capacity readiness, there's strategic sourcing agreements being established with suppliers, of course, finalizing all our -- building on our intellectual property protection with the product and, of course, our clinical study preparations. So this is indeed a very exciting product that we're very confident in to where we believe we can introduce another transformational technology in infection prevention that has the potential to become a new global standard of care. So in closing, I would like to thank all our customers who are using Nanosonics products to care for their patients on a daily basis. And again, thank and acknowledge the Nanosonics team globally, and thank you, our shareholders, for your ongoing support. I would also like to take the opportunity to acknowledge the immense contributions that Maurie Stang has made to the organization. As you all know, Maurie is the Founder of Nanosonics. And as Steve said, none of us would be here with -- if Maurie wasn't, he is the founder of Nanosonics. And his role as Chairman has helped lead and shape the organization into what it is today as well as playing a pivotal role in setting the foundations for what should be a very exciting future for the company. As CEO, I have worked extremely closely with Maurie over my total tenure, and I would like to take this opportunity to personally thank him for his vision, your leadership, Maurie, your guidance and your support. And we are all excited and pleased that we still have access to Maurie, as Steve mentioned, and he will continue his association with the organization as an adviser in our scientific and product expansion plans. So thank you all very much, and I'll now hand back to Steve.

Thank you very much, Michael. Really appreciate that. Very clear update on how the company has performed and what we believe our prospects are. We're all quite excited about it. I will now move on to the formal business of the meeting. The Notice of this Meeting was circulated to shareholders, and copies are available at the registration desk and on the Nanosonics website. And I propose that the notice be taken as read. I will now outline the procedure for this part of the meeting. Prior to calls for a vote on each resolution, the resolution and proxy votes will be shown on the screens and I will invite questions or comments that are specific to each resolution, which will be answered at the end of all of the resolutions. As I mentioned, voting on each resolution will be by poll. For shareholders who are online, you may either cast your vote at the time the resolution is read or complete voting on all resolutions after I've read all the resolutions, and we have concluded answering all the questions. I will then provide a warning that the poll is about to close. For those shareholders in the room, I have the following instructions. Please vote using your blue voting cards. After I call for a vote on each resolution, all persons entitled to vote will be given a moment to complete their voting card before I move on to the next resolution. On the reverse side of your blue voting card is your voting paper with instructions. For proxy holders, you need to mark a box beside the motion to indicate how you wish to cast your open votes for any votes you are entitled to cast. For shareholders, you need to mark a box beside the motion to indicate how you wish to cast your votes. Once we have completed all of the resolutions, please ensure you print your name where indicated and sign the voting paper. A representative of Computershare will then come around to collect your completed voting cards. If you require any assistance during this process, please raise your hand and a Computershare representative will come to assist you. As Chairman, I have been given a number of undirected proxies, and I will vote these in favor of each resolution. The persons entitled to vote on the poll are all shareholders, representatives and attorneys of shareholders, and for those in the room, proxy holders who hold blue voting cards. For those shareholders joining online, questions may be submitted at any time while the resolutions are read using the functionality that I previously described. Questions will be considered and answered at the end of all resolutions, and we'll take questions in the room first, we'll take written online second, and we'll take verbal online third, just so we can manage all the logistics so everyone gets a chance to ask their question. I will now turn to the first item of ordinary business, which is to receive and consider the company's financial reports for the year ended 30 June 2022. No formal vote is required on this item of business. If there are any questions, I will address those after the resolutions have been read. Resolution 1 concerns the reelection of the Director, Ms. Marie McDonald. Marie was first appointed to the Board in 2016, and this resolution seeks shareholder approval of her appointment. I would now like to invite Marie to say a few words in respect of her reelection.

Thank you, Chairman, and good morning, ladies and gentlemen. Like Steve and Michael, I'm delighted to be here in person after the limitations of the last few years. I'm pleased to have the opportunity to briefly address you and seek your support for reelection as a director of your company. As Steve said, I was originally appointed to the Board in 2016, and I'm currently a member of the Audit and Risk Committee and the Nomination Committee, and I took over from Steve as Chair of the Remuneration, People and Culture Committee in the middle of the year. It's an honor to have been able to serve the company in these capacities. My professional career was mainly spent as a lawyer, specializing in corporate and commercial law, in particular, mergers and acquisitions and mainly on cross-border transactions. This gave me significant experience in public markets, regulatory policy and compliance matters. After leaving legal practice, I became a Non-Executive Director of a number of companies, all of which have a science focus. Some of them have international operations, and that has given me insight into the management of risk and people in diverse locations. I believe that this combination of skills and experience has been of value to Nanosonics in the past, and I hope that it will continue to be so in the future. One thing I can say about the Nanosonics Board is that we have robust discussions about the matters in front of us. And if I can perhaps pause for a moment and say that the atmosphere of constructive challenge and diversity of opinion was fostered by Maurie to begin with, and Steve is continuing that tradition, which I think is to the benefit of the Board and the company. It is a privilege to have been a Director of Nanosonics for the last 6 years. Nanosonics mission is one that I truly believe in to transform the understanding of infection prevention practices and to improve the standard of care for people and to do that through the delivery of innovative products. And I would have to say, very innovative products given what we've just seen. But we can only do that, we're going to deliver on that mission if we have a strong business and one that is growing sustainably and profitably, and that's something we're all very much focused upon. If reelected, I look forward to working alongside my Board colleagues and management with the aim of creating long-term value for you, our shareholders, as well as for our employees, our customers and the communities in which we operate. Thank you very much.

Thank you very much, Marie. Marie has been a tremendous contributor to the Board and to the input on the company's direction over the 6 years she's been here. The resolution and proxies received for resolution 1 are shown on the screen. Shareholders are invited to vote on the resolution at any time before the formal business closes. There will be an opportunity to ask questions once I've read through all the resolutions. We will now move on to the next resolution. Resolution 2 is the Remuneration Report. It's required to be considered for adoption in accordance with the Corporations Act. The Remuneration Report forms part of the Directors' Report and appears on Pages 38 to 61 of the 2022 Annual Report. The vote on this resolution is advisory only and nonbinding. The resolution gives the members the opportunity to ask questions or make comments concerning the remuneration report during the meeting. The Chairman of the meeting, other directors, other key management personnel or any other closely related parties will not be included in the votes for this resolution. Where in my capacity as Chairman, I'm holding undirected proxies and the appointor has authorized the Chair to vote undirected proxies on this resolution, I will be voting in favor of this resolution. The resolution and the proxies received for resolution 2 are shown on the screen. Shareholders are invited to vote on the resolution at any time before the formal business closes. There will be an opportunity to ask questions once all resolutions have been read. We'll now move on to resolution 3. Resolutions 3 and 4 concern the proposed issuance of performance rights and share appreciation rights to the Chief Executive Officer and President, Michael Kavanagh, as part of his remuneration package. Any votes in favor of these resolutions by Michael Kavanagh and his associates will be disregarded. In addition, where the Chairman of the meeting, other directors, other key management personnel or any of their closely related parties hold undirected proxies, these proxies will not be included in the votes for the resolutions. Where in my capacity as Chairman, I'm holding undirected proxies and the appointor has authorized me the Chair to vote undirected proxies on these resolutions, I will be voting in favor of the resolution. Resolution 3 concerns the issue of 21,871 Performance (sic) [ Service ] rights to the CEO and President, Michael Kavanagh, under the 2022 Short-term Incentive Plan. The resolution and the proxies received for resolution 3 are shown on the screen. Shareholders are invited to vote on the resolution at any time before business closes. There will be an opportunity to ask questions on all resolutions once we've read them. We'll now move on to the next resolution. Resolution 4 concerns the issue of 283,930 Share Appreciation Rights and 231,914 Performance Rights to the Chief Executive Officer and President, Mr. Michael Kavanagh, under the 2022 Long-Term Incentive Plan. The resolution and the proxies received for resolution 4 are shown on the screen. Shareholders are invited to vote on the resolution at any time before the formal business closes. There will be an opportunity to ask questions once all resolutions have been read. We'll now move on to resolution 5. Resolution 5 seeks reapproval of an employee incentive scheme called the Omnibus Equity Plan, which is the company's primary employee incentive plan for Australian-based employees. The Omnibus Equity Plan was last approved by shareholders 3 years ago in 2019 and is up for renewal this year. The resolution and the proxies received for resolution 5 are shown on the screen. Shareholders are invited to vote on the resolution at any time before formal business closes. There will be an opportunity to ask questions once all the resolutions have been read. Resolution 6 seeks reapproval of the incentive scheme called the Nanosonics Global Employee Share Plan, which is the company's primary employee incentive scheme for all international employees. The Nanosonics Global Employee Share Plan was first approved by shareholders 3 years ago in 2019 and is up for renewal this year. The resolution and proxies received for resolution 6 are shown on the screen. Shareholders are also invited to vote on the resolution at any time before the formal business closes. There will be an opportunity to ask questions on all resolutions once they've been read. We will move on to resolution 7, which concerns a proposed increase in the maximum aggregate Non-Executive Directors' remuneration. This will increase the amount that may be paid to directors, including base fees, committee fees and superannuation guarantees contributions. The amount is a ceiling and creates flexibility on what can be paid to directors. Importantly, no increase in actual fees paid to directors is being proposed for the FY '23 year. This is purely to enable us to give us some flexibility as we commence the -- a bit of board renewal over the next couple of years. The resolution and the proxies received for resolution 7 are shown on the screen. Shareholders are invited to vote on the resolution at any time before the formal business closes. There will be an opportunity to ask questions once all resolutions have been read. I'll now pause for a few minutes to provide shareholders with an opportunity to ask any questions in respect of any of the 7 resolutions and finalize their voting. [Operator Instructions]

The order for taking questions. First, we'll take any questions from the room. Then we will take any written questions online. And then we'll take any verbal questions online. Again, please note that your questions may be moderated or amalgamated if we receive multiple questions on the same topic. First, we'll start. Are there any questions in the room? Yes, sir?

[ John Stephens ] shareholder. Chairman, a small point. It's a common practice to have comments before voting [indiscernible] on resolution advised there are number of points. And I don't want to be seen hogging. [indiscernible] take point, I think, that's more standard practice. I'd also like to say thank you for restoring the face-to-face element of these meetings. And the gentleman -- ladies and gentlemen who are there in other companies, please, could we preserve the face-to-face element, whatever the value of the disjointed computerized element, that's fine for some people. But how do you make a point of order with the immediacy that, that requires from your computer stuff back in wherever you are. Thank you for preserving that. Just a couple of quick points that we all know that the biggest threat to a company is when someone builds a better mouse trap than the one you're trying to develop. And no disrespect, we're a bit of a -- in a sense, we're a bit of a one-trick pony, that's not being rude. That if someone comes up with a better technology than the trophon, that really impacts us badly. What sort of apart from R&D, which our CEO explained, apart from bigger and better R&D, a more immediate matter if someone comes up and we've got many instances like Relenza versus Tamiflu, Beta versus VHS. If someone comes up with a better product out of the blue, what sort of protection do we have from that?

That's a great question. But can we reserve that for the first question in the general business as opposed to the resolutions, is that okay?

Well, -- that's why I say, if we take it [indiscernible] it's much easier.

Yes. It's just -- the reason why we did it the way we do, it is cumbersome with the 2 online version and in-person. So we're just trying to make that...

Okay. So [indiscernible] about the resolutions 4 to 6 -- no, the incentive schemes generally. These were a great idea 20, 30 years ago. It sounded like a good idea, but it's ballooned out the remuneration reports, particularly with short-term, long-term incentives takes up pages and pages of annual reports now. Mercifully, ours is only 9 pages. I've seen 20 pages of rem reports which mostly concentrate on incentives. I'm just wondering with the passage of time, whether it's a great idea to have these incentives or not. The question is how much more, no disrespect, how much more do we get out of a CEO or a manager or a KPM that we're not already getting for their base pay, whether it's $1.5 million last year, I have no problem with that. I don't earn that, but I don't mind if Mr. Kavanagh does as long as he's pumping full energy into Nanosonics. And that's what you're there for. Wouldn't it be just better to pay something like $1.8 million or $2 million in that one case? And in the other cases, I'll do this compendiously to save time? Rather than these complex remuneration hurdles [ 10.6 of 8.3 ] of God knows what, it's just ballooned out to almost absurd Monty Python proportions in all of those various resolutions relating to incentive schemes. I mean, what more are we getting with the incentive and how do you measure it? How do you run a parallel test? You can't. What more are we getting that we're not getting for [indiscernible] base pay from people, who should be interested enough to do the damn job for what they paid, whether they're the CEO or the cleaning lady, anything between those 2 extremes.

I think it's an absolutely appropriate question. And I'll take the first part, which is the whole industry has grown out of this. I wholeheartedly agree. And the amount of work and effort on every Board I'm on that we put into this is absolutely extraordinary. However, the proxy advisors and all our shareholders have -- it's supported -- it's required by proxy advisers and shareholders want to ensure that we have alignment with them. In terms of the absolute amount. It's based upon, A, attracting the best people we can. And if all other companies decided to do away and only had fixed remuneration at exactly the same time, you might be able to do something about it. I think your world that you described is a nirvana that we're not going to achieve. I do think we would be -- it would be great to get more simplicity. And certainly, on other Boards I've attempted to where I Chair the Remuneration Committee, I've attempted to achieve further simplicity and it is extraordinarily difficult to do because every investor and every proxy firm has a different view on this. It's not as if there's standard. But what we want is to be able to attract the best people we can for a company of our size and our industry. Secondly, we want a strong alignment between the performance of the company, the payment to the shareholders -- the payment to the executives and the benefit to shareholders. So for example, if you look at the LTI awards there, if the company doesn't perform, Michael, doesn't get -- if he doesn't hit the performance standards, he doesn't get paid that. So it's not as if that he's going to be able to put that in his pocket unless the shareholders benefit. And so I grew up in a world mostly working in the United States, where we just got awarded shares stock in the company. And let me tell you, it was a heck of a lot easier. But unfortunately, we don't live in that world today. Are there any other questions on the resolutions that are on people's mind in the audience here? Doesn't look like there's any other here. Do we have any written or calls online?

No calls online. No written.

No calls online, no written. Okay. So now we'll go to general business. And so we'll take your first question, which is?

So I guess as a reminder to the question is really a competitive landscape and what if somebody came in and developed a better mouse trap? Well, first of all, part of the job of our CTO is to make sure we're developing better mouse traps through trophon2, trophon3, trophon4 down the line. So our investments and continued investments in R&D are critical and very important. There are a number of other elements as well. When you establish yourself as standard of care and you're delivering the outcomes that the customer is trying to achieve in a sustainable way that they are satisfied with, it's difficult to displace. So it's not just about the technology, it's about the service that we provide to our customers broadly clinical applications, our customer service departments, et cetera. So in the background, ensuring our customers have a very positive experience, I think, is an important part of that. The third part of it is -- this is not something that you just build a mousetrap with and launch. We decontaminate other people's expensive medical equipment. In our case, the ultrasound transducers. So for years and years and ongoing on a daily basis, we have our own laboratory setup where we do compatibility and we work with all the ultrasound OEM companies and have now have their approval, not our tick of approval with, I believe it's over 1,200 different probes. An actual fact, many of them will send probes to us for validation prior to them launching them on the market, and particularly in the United States as trophon has become standard of care. So we can't be compliant -- sorry, we can't be complacent. We have to be compliant. I promise you, Mr. Chairman, I'm always compliant. We can't be complacent, sorry, it was an accident. We can't be complacent. But I will say on competition, like the landscape of competition has really not changed just in case there are any other questions on competition for many years. And personally, I welcome competition. And the reason I welcome competition is, as I demonstrated earlier, there is a huge opportunity internationally. There's more and more patients do need to be afforded the opportunity for good protection through proper decontamination. And so competition to me is -- can be important to help grow the category, grow the awareness, educate, et cetera. And then it's our job to make sure we've got the best technology out in the marketplace.

I think also from -- one moment, Michael, also from a governance perspective, the Board review analysis of competitors and their product offerings and their competitive positioning on a quarterly basis in the R&D Committee. So we try and keep as paranoid as we can. Michael?

Your memory is so good.

I wish my wife would say that to me. But...

[ Michael Nilly ], I'm a shareholder. On your question, I participate in online blog and immediately, this question comes up mentioning a probe, Hypernova Chronos. How -- I read all about that and I said, that looks wonderful. I mean -- so [indiscernible] and I notice on the online that there's got quite a few other things [indiscernible] I tend to answer them, and there's one person who's very good at answering. And he see or beyond [indiscernible] concerned -- so my question is to you, are you worried about Hypernova Chronos?

So the products that Michael is referring to, Hypernova Chronos is a UV-based technology. It's been in existence in various forms from many, many years. It's not a new technology. UV actually and the automated UDV device has been in existence almost as long as trophon has. We compete against that product here in Australia. We're the standard of care. We compete against that product in the U.K. We're in the standard of care with the -- from an automated perspective, and we compete against it in Canada, we're the standard of care from an automated perspective. Again, I'm not going to sit here at all and try to outline any deficiencies any other company's product has and rather stand by the fact that we strongly believe that the value proposition that trophon delivers is far superior. But again, I will mention, I welcome the fact that there is competition out there to make sure that we continue that category actually grows.

Can I ask a question?

Yes, you can. Michael.

Around I believe it's not FDA approved?

It does not, no.

Here, I heard that sometime it was looking for ne, 2 years ago or so, I heard nothing in that sense. And also a past employee of Nanosonics was working with them for a while. The idea was he was going to move to FDA approval.

Well, I'm not too sure a single past employee of Nanosonics could do very much for FDA approval with all respect to Nanosonics. It's a very big complex thing to do with FDA approval. I've heard for many, many years as well that, that product is looking for FDA approval, and that could be quite possible in the future. Today, the FDA do not recognize ultraviolet as a sterilant. If -- I've gone to infection prevention shows in North America and APAC and in some of those shows, I do have to put on sunscreen because I've got very pale skin because there's so many UV devices in those shows being shown I'm afraid I'm going to get sunburn. They're generally unregulated over there and certainly not approved for high-level disinfection. That's not to say that in the future, things could change.

The polls will be closing shortly. So before they do, I want to provide you a -- shareholders with just a few moments to finalize your voting. And we've got another question from the room.

Just a small point, it's not relevant yet, that one thing I'm kind of worried about [indiscernible] very bad by having too much product exported to [ GE ] that if they cut off that -- what is to them the imports or exports from us that materially impacts the business. Treasury Wine Estates had a massive lot of their revenue coming from China. And when China turns nasty, surprise, surprise, or Russia or any of a number of dodgy regimes as opposed to the clean countries of Canada, New Zealand, Japan, Singapore, et cetera. Just a little sort of forewarning not to have too much reliance either on inputs for the trophon technology or for our future exports being too reliant. I mean, we're largely reliant on North America, okay, no big problem. And it will take a while to roll out a lot of other markets, of course. But just a small caution retail and a lot of good companies before us have fallen into this trap by premium prices, blah, blah, blah. And when a dodgy regime, and you can't call it any other way, China is the main one, and we all know what's happened in the last year or 2. I won't go over it. But we all know that if we're too reliant either for inputs or export material from any one regime, even some of the clean countries that might suddenly say, no, we're not going to accept it for whatever reason, not to be too reliant on any one regime or export location. Because as Treasury Wine, and I just picked that out as a glaring example of where it really hammered that business far too much reliance on one export entity lowered by the premium prices, which suddenly turns to dust overnight.

I think that's a valid point. And it sounds as if you've been sitting in some of our Board meetings. It's -- if you look at this company 5 years ago, we had one large company -- one large customer predominantly in the U.S. market. So most -- our largest customer was GE in the United States, and we have 1 product. And we all agreed that we needed to transition the company where we controlled where and who we sold it to, we have executed that. We no longer have a large concentration of one large customer like we used to as recently as last year. We needed to increase the product offering and service offering in the portfolio. We're working that. We've got AuditPro. We feel very good about CORIS, and that will change. And as Michael mentioned, to the extent there are any appropriately sized priced acquisitions that are in the middle of a fairway for us that add to our product profile and make for a sense, we will have a look at those and continue to diversify that. So I think the team has made excellent progress in -- to helping us continue to mitigate those risks. We're investing -- putting more resources into Europe in medical affairs resources to work with the infection preventionists in those markets to change the adoptions of the fundamentals of adoption, so we can sell more there. David Morris, in front of you there has been working in Japan to get acceptance up there, and we're making good progress there. So it's -- we recognize the risk and the team is executing towards it. And it's just one of those things, you just got to work out every day and things change fairly slowly, yes. Are there any other? Sorry, yes, ma'am, we're bringing the mic to you so that folks online can hear.

[ Sue Chan ]. I'm just wondering, we've got a very wealthy neighbor north of us called Singapore. Are you looking into that market like their medical care and a lot of their services are very highly valued, and they've got a wealthy population as well. So I don't know how many people live there, but would you consider that market? I mean, I'm sure there are many people from that country are willing to pay the premium if necessary.

Yes, thank you for your question. And as part of the geographical expansion strategy within the Asia Pacific region, whilst there's a lot of effort going into Japan and China. Singapore is certainly there. Natural fact, we do sell trophon in Singapore today. So it's GE Healthcare, a partner of ours, up in Singapore with trophon.

Again, I encourage all shareholders to get their votes in before the poll closes. As there are no more questions in the room. McGregor, are there any questions online? No questions online. So if I can ask you all to please complete your voting now. I know since in the room here, representative from Computershare had collected the blue voting cards. Thank you. Please ensure you've printed your name where indicated and signed the voting card. Online attendees need to ensure the votes are submitted. Thank you very much. I will now pause while all that's being finalized. [Voting]

The formal business is now completed, and I declare the poll closed. The results of the poll will be announced on the ASX in due course. Thanks very much for joining us here today. It's great to see you all, and thanks for joining us online. Thank you.

Thank you.