Nido Education Limited (NDO) Earnings Call Transcript & Summary

Thank you. Good morning. My name is Mark Kerr, and I'm the Chairman of the Board of Directors of Nido and I'll chair today's meeting. This meeting is the 2025 Nido Annual General Meeting. The meeting is being held as a hybrid meeting at the offices of MinterEllison in Melbourne and online for those unable to attend in person. I take this opportunity to acknowledge the traditional custodians of the land, waters and skies, where we work and live across Australia. We pay our respect to elders past and present. We celebrate the stories, culture and traditions of Aboriginal Torres Strait Islanders and all communities who work and live on this land. I want to give a shout out for those on the Torres Strait as well where I spent a lot of time. How to ask questions? The slide is up on the screen behind me, and I'm sure you're all familiar with that. The details are on the screen. All the questions will be addressed in the meeting. Further, your questions may be moderated if we receive multiple questions. To ask a question, just please follow the instructions written in the broadcast. And if you're attending the meeting in person, people that have got proxies or reps, the blue or yellow card will be allowed to ask questions. When I call for questions, please raise your card, state your name or organization you represent before asking your question. The next slide is how to vote. If you're eligible to vote and attending online, once voting opens, press the Vote icon, and all resolutions will be activated with voting options. I think the instructions are very simple for that. So I'd just say, shareholders with a yellow card are not entitled to vote on the items of business. You can change your vote up until the time I declare the voting closed. So good luck with voting. With the housekeeping matters now addressed, I'd like to welcome you to the Annual General Meeting which I now declare open with a quorum of members present. To allow ample time for shareholders to cast their vote, I now declare voting open on all items of business. As mentioned earlier, today's meeting is a hybrid meeting. We've got Computershare platform. We're using that for live. This meeting has been convened in accordance with our constitution, the Corporations Act and ASX Listing Rules. In relation to the financial statements and the auditor's report, I've been informed that no written questions to the auditors have been received. Let me now introduce your directors who are in attendance today. We have Matthew Edwards, the Founder and Managing Director of Nido. We also have Trinh Bui, Company Secretary. And we've got Josh from Minters here as well. So thanks for attending. And by video, we have Joe Dicks, Independent Director and Chair of the Audit Committee and Risk Committee. We also have Vanessa Porter, Independent Director and Chair of the Noms and Rems Committee. We also have Adam, our new Chief Executive Officer, and I'd like a big shout out to him. Welcome him. We also have Tom, our Chief Financial Officer. We've got Shahara representing KPMG, who is available for questions if required. We also have representatives from our share registry Computershare to assist in conducting the poll for today's meeting. Your directors have appointed Michael from Computershare to act as a returning officer, who has agreed to act in this capacity. I'm pleased to advise that in addition to the members present, the company has received 30 valid proxy forms from members who hold in aggregate 44 million shares which represent some 19.43% of the company's issued share capital. The notice of meeting was issued on 26th of March. The '24 annual report, which contains the statements and the reports was mailed by electronic meeting means to those shareholders who had formally elected to receive the '24 Annual Report. For all other shareholders, the report was made available on the company's website and on the ASX. Accordingly, I now declare the Notice of Meeting to be taken as read and that the text of each resolution may be taken as read when each resolution is being considered by the meeting. Each item of business will be proposed in the order set out in the Notice of Meeting, together with the announcement of the shareholders' proxy voting. In terms of discussion on any items of business, such discussion is to be deferred until after the formal proposing of and declaration of proxy voting for resolution #2. Voting on all items of business will be conducted by poll. For shareholders attending online, voting has already opened, as mentioned earlier, if you have any difficulties, please log into the Computershare meeting platform or ring Computershare on 9415-4024. That's a Melbourne number. As set out in the Notice of Meeting, on the 26th of March, the business of meeting is for members to consider under ordinary business, the statutory accounts and reports for the year ended 31 December '24, and the adoption of the Rem Report for the year ended 31 December '24, and the reelection of Joe Dicks as a Director of Nido. A profile and background information on Joe Dicks is contained in the directors' report, which is part of the '24 Annual Report at Pages 30 to 44. When wishing to discuss matters on any of the resolutions, would you please advise your name, and if a proxy, the name of the shareholder you're representing. Business item 1 slide. We will now table the financial statements of the company, Directors Report and report of the auditor as they apply for the year ended 31 December. There will be no vote on this item, and it will be just as a discussion item. The '24 financial statements were released to the ASX on the 26th of February '25 and are also contained in the company's '24 Annual Report. As noted earlier, no questions to the auditor have been received. The financial statements and reports are now open for discussion. Are there any questions for the company representatives or the auditor about these statements or general business of the company? Looking around, I've got no questions here from the floor. Trinh, have we got any other questions.

No, there are no questions.

All right. Thank you very much for that. I will now move to the consideration of the Resolution 1 and 2, each of which will be proposed as non -- ordinary resolution requiring a simple majority of votes cast to be carried. Resolution 1 slide, the adoption of the Rem Report, the details of this resolution are displayed with the proxy votes received. Are there any questions about this resolution? I can't see any from the floor. Are there any online?

No questions online.

Thank you. Please record your vote now if you have not already voted. Moving to Resolution 2, the reelection of Joe Dicks as a Director. As noted in the Notice of Meeting, Joe Dicks is standing for reelection as required by ASX Listing Rules. The details of this resolution are currently displayed along with the proxy votes received. Matt, you didn't vote against Joe, did you there? Sorry. But Joe has been a great director and I'd like to thank him for his contribution to the company. It's been -- it's a thrill to work with Joe. He's got a lot of energy and capacity and really must -- I really appreciate his energy and effort. Are there any questions about the resolution? Please record your vote now if you've not already voted. I'd like to advise the voting of all resolutions will conclude online shortly. I'll provide you all with a few moments to allow you to finish voting. I think someone's going to go around the room and collect voting cards. [Voting]

I've now been advised that we can declare the poll closed with the results to be announced via ASX later today. Thank you very much for your attendance today, and we look forward to seeing you in the future. Cheers. Bye.