Nuix Limited (NXL) Earnings Call Transcript & Summary

Good morning, everyone. Thank you for coming out on a beautiful day here in Sydney, and welcome to the Nuix 2022 Annual General Meeting. My name is Jeff Bleich, and I'm the Chairman of Nuix. I want to begin today by acknowledging the Gadigal people of the Eora nation, traditional custodians of the land on which we are meeting today, and pay my respects to their Elders past, present and emerging. I also extend that respect to the Aboriginal and Torres Strait Islander people here today. It's now 10 a.m., the appointed time for the holding of the meeting, and I'm advised that a necessary quorum is present. I therefore declare the Annual General Meeting open. Now before we proceed with the meeting, I've got a couple of quick housekeeping points. I'd appreciate it if everyone turned off their mobile phones and place them in silent mode. Recording devices and cameras must not be used during the meeting. And in the event of an emergency, please follow the emergency exit signs and the instructions of the venue staff. Today, I'm joined by my fellow directors, from your left to right, Nuix's Group CEO, Jonathan Rubinsztein, our Deputy Chair, Robert Mactier, Director Jackie Korhonen; Sir Iain Lobban and Sue Thomas. Also joining us today are several members of Nuix's leadership team, including our COO and CFO, Chad Barton, as well as representatives from our auditor, KPMG. The prepared AGM commentary and presentation for the meeting have all been released to the ASX. Nuix is committed to innovation. And accordingly, we're pleased to facilitate this hybrid meeting technology through the Link online platform. This enables shareholders to participate in the meeting irrespective of where they are in the world or -- and so I warmly welcome those who are participating with us online today. The agenda for today's meeting is as follows: First, I will present my address. Following that, Jonathan Rubinsztein, Nuix's Group CEO, will present his review of Nuix's activities, along with a trading update and some comments about Nuix's future direction. We'll then proceed with the formal business of the meeting. And then following the conclusion of the meeting, I invite all of the shareholders here today to join me and my fellow directors outside for some light refreshments. So, welcome. It really has been a privilege for me to serve as Chair of Nuix. And on behalf of the Board, management and the people of Nuix, we're just very grateful to you for being here and for your investment in Nuix. Reflecting on the last 12 months, the word that best captures my thoughts about Nuix is change. The world is going through dramatic changes at an unprecedented rate. And Nuix has been changing rapidly as well. We've changed in ways to keep pace. We've changed in some ways to pull ahead. And we've changed in some ways because, frankly, we needed to. And while change can be scary, it also brings with it great opportunity. Nuix and its world-renowned engine were created, frankly, for that very purpose: to capture that opportunity, and to allow all of us to keep pace and to flourish in a rapidly changing digital world. Nuix's founding engineer and now Chief Scientist, David Sitsky, and his team recognized over 2 decades ago, that an impending tsunami of data threatened to overwhelm us unless we created some tools to manage its force and its flow. Now while data sets and the uses have morphed in ways that no one could have imagined way back then, the structure that, that team built has proved remarkably durable and has scaled and it's adapted to meet exponentially growing needs. It's done so because we also recognize the new threats and changes, and we've retooled our systems as needed to meet that new situation. And it's that constant evolving and adapting in our technologies and our skills that's allowed Nuix to become a leader in making data searchable in all forms and more usable and more manageable for our customers. So change, honestly, is our business. And today, my main message to all of you is that this change has been good. Our customers need us more than ever before. An explosion of data usage is disrupting every area of society at an unprecedented pace. The need for sophisticated data investigator and investigations platforms like Nuix is offering has never been greater. Then we've had challenges. Some are unique to us, while there are others that are shared across the entire sector. But -- in part that's -- we're in the tech sector. There's been a shake-up in the tech sector as much as any sector in the world today. But we believe that the companies that take decisive action and that embrace the change that we see in the broader trends that are emerging will ultimately wind up the strongest for this time. And so in the face of turbulence, in the face of change, Nuix has taken that action with determination and with great focus. Now we recognize that Nuix's financial results in this past fiscal year didn't meet the expectations of many of our stakeholders, including you, our shareholders. Even accounting for these sector-wide challenges that I mentioned, our results didn't meet management's expectations either. We haven't achieved Nuix's full potential yet. So we've done what was required and we've changed. We've changed the composition of our Board, we've made significant changes to our senior leadership team. We've implemented critical strategic initiatives, and we've painstakingly examined our own performance to find gaps in execution, areas for improvement, so that we could make the changes that are needed to continue to drive Nuix forward. The refreshed strategy undertaken by our new leadership team has earned the Board's endorsement because it provides a road map to Nuix realizing its full potential. Our customers want integrated platforms that simultaneously solve overlapping use cases for data from different parts of their organizations. Increasingly, they want cloud-based offerings based on consumption rates, rather than based on subscription. They want natural language processing capabilities, and they want programs that combine the efficiency of plug-and-play with the flexibility and the adaptability of custom solutions. They want a single point of contact. They want a more efficient and responsive structure, and the marketplace in which we're operating is shifting rapidly. Nuix is responding to that with new offerings that allow our people, that allow our shareholders and our customers to better understand how our commercial offering realizes value for them in new ways and how they can expand with us. So the Board and senior management took decisive actions to continue strengthening our governance structure. We heard you. And we have made solid changes at every level where it was required. Starting with management. We conducted a global search and selected Jonathan Rubinsztein to serve as Nuix's Chief Executive Officer and Executive Director. Jonathan is a seasoned technology executive at the track record of leading dynamic organizations in international environments and driving strategic transformation to create true shareholder value. Since joining Nuix less than a year ago, Jonathan has been instrumental in molding and driving the strategic refresh initiatives that are going to enable Nuix to fulfill its true potential. Jonathan's strengths, as you'll hear when he speaks, include his strategic thinking, his global viewpoint, his tremendous energy and commitment to the culture, and they have already been evident just in the short time that he's been with the company. The Board is also pleased to announce that Chad Barton had accepted the role of Chief Financial Officer on a permanent basis. As an accomplished and highly experienced listed company executive, Chad is an outstanding addition to the Nuix team, driving important initiatives and changes not only across the finance function, but across the broader organization. And in fact, in recognition of that in May 2022, Chad's role was expanded to include Chief Operating Officer as well, incorporating additional responsibilities including IT, legal and risk. In addition to all these changes in CEO, COO, CFO, we've undertaken a review of several other critical roles. Early in the financial year, we welcomed Brett Dimon as Head of Investor Relations. And then in July of this year, we announced the appointment of our new General Counsel and our Corporate Secretary, Ilona Meyer. Both Brett and Ilona bring critical experience to those vital roles. In the last 6 months, Jonathan's senior leadership team has expanded and it's evolved with the addition of some truly exceptional individuals, including Jee Moon as our Chief Marketing Officer, Alexis Rouch as Chief Information Officer, Mike Smith -- where's Mike -- there you are -- as Head of Americas, Jason Wilson as Chief Product Officer, and just in the last few weeks, Warren Brugger, or as you say in Australia, Bruga, as Head of APAC and Global Alliances. It's no small task to reengineer a leadership team, getting the right mix of individuals who are going to drive a business forward is time-consuming, but it's also extremely rewarding. I think I can speak for the Board when I say that we are thrilled with the makeup of this leadership team, and we're confident in the group's ability to deliver on the strategic goals of the company. Last October, we also began a Board refresh. We expanded the Board through the addition of 2 new respected independent directors, non-executive directors; Rob Mactier and Jackie Korhonen. Rob's significant ASX-listed company and market experience has added just an important critical dimension to the Board's capabilities. And the Board quickly expanded his responsibilities by establishing him as our first Deputy Chair. Jackie brings significant technology industry experience. She has an engineering background, along with great business acumen and judgment that she brings to the role, and she assumed the role of Chair of our Remuneration and Nominations Committee. Jackie's appointment to that role has meant that both of our subcommittee chair positions, as well as the Chair and the Deputy Chair positions, all of these positions are occupied by independent directors, and that's consistent with our previous statements on Nuix's governance evolution. In August of this year, our long-time colleague Dan Phillips announced that he was stepping down from the Nuix Board. Dan had served on the board since 2011 and was Nuix's longest-serving board member, including acting as chair between 2018 and 2020. I'd like to publicly thank Dan for his insight and service and his commitment to helping Nuix transition to this next chapter of its new management team and the build-out of an independent Board. We intend to complete the Board transition plan in Q2 of this fiscal year, and we're very pleased to announce today that Alan Cameron, a widely respected independent Board Director and former Chair of ASIC, has agreed to join the board upon the completion of his usual background checks. Alan brings just tremendous, tremendous insight, judgment, experience, integrity and vision and will join the Board early in the new year. In addition, both Sue Thomas, our Chair of Audit and Risk and I will rotate out of our respective chairs. We're in the advanced stages of a search for a new director who will be appointed Chair of the Audit and Risk Committee. And I just want to acknowledge Sue as Chair of Audit and Risk Committee for the last 2 years. Sue's made an enormous contribution to Nuix and has worked tirelessly in that capacity. So thank you again, Sue, for all of your diligence in this role. And as I indicated, I'm also announcing today that I'll be stepping aside as chair once the full board has been seated, but will remain a director with your consent, because I'm up for election today. So I'm immensely proud of the organization that we've built and that we're continuing to build. And I look forward to serving in this amended role once the full board has been seated. I'm really proud to announce these changes. In addition to the important developments we have made in our products and processes, we believe that these personnel shifts have positioned Nuix to achieve its true potential and to meet the challenges presented in a changing market environment. Indeed, as Jonathan will share, we've already seen the first indications that this is occurring. I'm extremely proud of the strength of the company, the quality of its products, the loyalty of its world-class customers and the determination and resilience of its people. Their faith, candidly, has been challenged in many ways, and yet they've stood together. They've made difficult choices that were necessary, and they didn't get lost, they didn't get distracted by challenges from many quarters. Now it's no secret some of those challenges involve legal actions, that are currently ongoing. I'd like to briefly address those as well. In late September of this year, we were notified that ASIC has commenced civil proceedings in the Federal Court against the company and its directors during the period 18 January 2021 to 21 April 2021. ASIC alleges that 2 aspects of the company's market disclosure during that period contravened provisions of the Corporations Act and ASIC Act and that the relevant directors thereby breached their duties in respect of that disclosure. Specifically ASIC claims that Nuix's disclosure of its ACV and statutory revenue performance as against forecasts was deficient. I want to be very clear that Nuix denies the allegations made against it and that we all strenuously deny the allegations made against the director respondents, and we intend to defend those proceedings. We fully cooperated with ASIC during the course of this investigation. Given that the matter is before the courts, there's really nothing further I can say about this matter at this time. Separately, a claim and formal proceeding was brought by a former Nuix CEO, and that was heard over 4 days in June of last year. A further 1-day hearing was conducted in August. Nuix rejected that claim on multiple grounds and has defended the proceedings. And given that the matter is also before the courts, there's nothing further I can say about that particular matter at this time either. What I can say about these legal proceedings is this. While they are a concern to our stakeholders, and they are a cost to the company, we haven't let them distract the Board and the management from our mission. We have important work to do to make sure that Nuix can fulfill its potential and despite these proceedings, and the news that they generate, we have stayed focused on the business, and we're starting to see the green shoots of the strategic initiatives that we've all put in place. And that is our ongoing commitment to each and every one of you, our shareholders. We'll remain focused on the strategic execution to drive momentum and to drive growth. Finally, I just want to express my appreciation to all of you and to the rest of the community that is Nuix: our teams, customers, our investors, even our critics and our competitors. We're all trying to create something meaningful that benefits society here. We chose a path in which we seek to generate capital by creating things that people truly value and that improve their lives. The people of Nuix, they're my kind of people. They believe in service to others. And in solving really hard problems that afflict all of us and in things that are larger than themselves. So I'm inspired to do this work because of the quality of the people who devote their enormous talents here, and who are drawn to Nuix because they want to make cyberspace, a space in which we live, a significant part of our lives every single day, a safe and a decent space. The leaders I've described who came to Nuix during this most difficult time in the company's history, they were drawn to Nuix by its promise and by its purpose. They came to us. We've secured exceptional people to join the leadership team as they believe in this mission. And across every function, whether it be engineering, sales, finance, human resources, marketing, every function this has been true. So I'd like to thank all the Nuix team members for their commitment and for their determination during this year. It hasn't always been an easy year, reassessing, retooling, rebuilding these aren't glamorous things. There have been moments when our people have been stung by accusations and by public perceptions, but they've never lost heart. So thank you. You stuck together and you did not waver and your contributions are once again bearing fruit for everyone in this room. Through it all, the things that define us are your perseverance in delivering outstanding products to our blue chip customers and making this world a better place than we all found it. I'd like to take a moment to thank my fellow Nuix directors who've endured all of our meetings over many hours, many days, many time zones and who've worked so diligently over the last year. The world around us is changing quickly. But the thing that makes good humans, that doesn't change: honesty, industry, integrity and kindness. So I'm grateful to the Nuix team, and I want to thank you, our shareholders, for your ongoing confidence and support. And with that, I'd like to hand it over to our CEO, Jonathan.

Thank you, Jeff, and Good morning, everyone. I'm going to recap our FY '22 results and share some insights on the business transformation we are driving and the very early results we are seeing. Let me begin with a brief overview of our FY '22 performance, which I shared at our full year result in August. We measure annualized contract value, ACV, as a KPI, as it gives an indication of the annualized run rate of Nuix's contract value at a given point in time. I've been particularly focused on using this as a key metric since joining, as my experience tells me it's the most reliable measure of actual performance, smoothing out the inherent lumpiness of multiyear contracts in our statutory revenue. As you might have seen at our result in August, ACV at 30 June 2020 -- 2022 was $162 million, down 2.3% compared to the prior year. Statutory revenue, which displays greater variability due to the accounting standards for multiyear deals, fell by 13.5% to $152.3 million. EBITDA fell to $12.1 million for the year, which is on account of significant increase in R&D spend and the legal costs incurred in the year. These are the results shared with you in August, and as mentioned at the result update, there's a tremendous amount of work underway to drive a clear shift in results by August 2023. So let me switch gears now and give you some insights into the future transformation that we are calling Nuix 2.0. While it's very early days of Nuix 2.0, there is preliminary evidence of improvement or green shoots in our results for the 4 months to October. Annualized contract value, ACV at the end of October was $169.5 million, up 4.6% from June of this year. While this does incorporate a currency tailwind, the constant currency growth is also showing encouraging signs. Net dollar retention, NDR, another important indicator of success with our existing customer base, rose to 101.9% compared to 96.8% in June and 99.2% in constant currency. Our customer relationships remain strong, with churn at 5.5% which is slightly higher than the outcome of 5.4% at the full year result. However, this is more than offset by the increase in upsell. We are also seeing encouraging signs of net new customers, which is contributing to the lift in ACV. It's particularly pleasing to see these critical measures tracking positively at this early stage of our refresh. Turning now to some statutory measures. Stat revenue is down on this time last year because in the prior period, where we signed a significant advisory customer on a multiyear contract, which we actually flagged in the trading result at this time last year. The accounting standards for that style of contract require that we recognize the bulk of that revenue in the first year, leading to some of the revenue lumpiness that I referred to a moment ago, and again highlighting why ACV is our preferred measure. Statutory EBITDA is also down on the same time last year for the same reason. Lastly, Nuix's balance sheet has a cash balance of $40.5 million and no debt as at the end of October. These results, whilst early and modest, are a positive sign of the change we are driving. In Nuix 2.0, we are focusing our change around customers, our culture and product. Let me share a few insights around each of these focus areas. Our customers are truly at the center of everything that we do, from the way we build our products, the way in which we have structured ourselves and the cadence with which we engage with them. There is still a lot of work to be done to drive a truly customer-centric organization. And we're taking a hard look at how we learn from what we have done and have not met expectations, and build for a future where we truly co-create with our customers and partners. For example, we are looking at new ways to innovate and enhance our end-to-end investigative platform anchored by our superior data processing capability. Based on feedback from our legal customers, the R&D team have made important steps on further integration and interoperability between Engine and Discover. Our investment in our AI solution, Nuix NLP or natural language processing, is another strong case in point and is now successfully integrated with the Nuix workstation. We are tightening our service model to better understand customer needs pre-sales, get them up and productive on day 1 and ensuring access to post-sale services as add-ons. We are engaging with our customers more frequently through marketing and have restarted forums like user groups to hear feedback and encourage a strong community of Nuix users. This ability to be face-to-face with our customers' game is meaningful, especially in a business like ours, where the selling process is long and complex and relationships are fundamental. Our customers are our lifeblood, but I have also been struck by how material Nuix is to them. I've been blown away by how engaged our customers are with Nuix, how committed they are to our technology and how they really want us to succeed. But don't take this from me. Let me play back to you how they feel about Nuix. [Presentation]

So also core to our business transformation is our cultural transformation. Inside Nuix, there are some incredibly passionate and talented people and we've had many more like-minded high-caliber people join recently. Nuix people are passionate about our purpose of being a forceful good by finding truth in the digital world. We help our customers solve some of their most wicked problems, and we value accountability, resilience, teamwork, courage and customer centricity. Here is a video that we use to rejuvenate new Nuix and excite our people for the future. [Presentation]

And finally, our products. We have an incredibly competitive set of products and our belief is that they together are stronger. In other words, when we use them as a suite, they have the capability to solve some of our customers' most wicked problems. We are very excited this month to launch our new data privacy solution. Jeff touched on this earlier, but I think we are all aware of how critical data privacy has become to large organizations. With the Nuix data privacy offering, customers can identify and manage sensitive customer data. Our software not only identifies risks in privacy data, but helps to map and locate sensitive data, meet retrieval obligations for regulatory and other requests, defensively delete and decommission data where necessary and optimize processing. This new product has just been released, and we are excited about the opportunity in the market. Nuix's Data Privacy is the first example of how we position Nuix's innovation to customer needs. And we have many others in the pipeline, such as fraud, inquiry readiness and cyber breach response. Let me give you an insight into how we are pitching our solutions to our customers.

My name is Stephen Stewart, and I'm Nuix's Chief Technology Officer. As humans, we have become increasingly reliant on technology for almost everything. This reliance is offering incredible benefits, like productivity, efficiency and longevity, but also created countless challenges, cybercrime, fraud, trafficking in all manner of illicit goods, as it allowed criminal networks to form and easily collaborate with relative anonymity. They can hide in the tremendous amount of data flowing around the globe. For decades, Nuix has been used behind the scenes by the world's largest corporations, law firms, advisories and law enforcement agencies to tackle these challenges. Nuix is used daily around the globe by thousands of people to investigate incredibly complex global events, some of which you've heard about, and even more you will never know happened. But even with the power of the world's fastest processing engine, data volumes are outstripping organizations' ability to make decisions quickly enough. And even if you could process it fast enough, it is beyond the reach of humans to remember every detail needed to tease out the hidden connections across all that data. Nuix is the only solution that lets you tackle all of these challenges with a complete end-to-end platform. Nuix's stack is powered by the Nuix Engine, our patented parallel processing framework that scales to handle the volume, variety and velocity of modern investigations. We provide continuous collaborative access to ensure your analysts can get to work immediately with Nuix Investigate. We focus you on what matters most with Nuix NLPs, artificial intelligence and powerful visualizations, built by both Nuix and our partner ecosystem to drive faster, more informed decisions. We scale up to hundreds of sets of trained legal eyes performing rigorous document review with Nuix Discover, and we ensure the entire process runs smoothly with Nuix Automation. Keeping pace with the rapidly evolving demands of today's threats require constant collaboration and continuous innovation with the Nuix Community. However, the end goal isn't the quality of the investigation. The end goal is giving the dedicated and passionate professionals that use our software every day, the best possible tools to make better, faster and more informed decisions so that they can act and make a difference. Thanks, and thank you for helping Nuix make a difference.

This is the Nuix 2.0 that we're driving and the impact we intend to make on our customers, our culture and our products. As I conclude my address at the AGM, let me also share with you how I feel. I feel apprehensive, and I feel optimistic. Let me start with apprehensive. Apprehensive because the world is getting complicated, inflation, politics, war, social media, big tech monopolies, lack of global leadership, autocracies, and I could continue. This is the macro backdrop against which we are driving a business transformation, and these factors are outside of our control and drive uncertainty. But I choose to focus on what I can control and to try and create more certainty for our people, our customers and for you, our shareholders. In our business, despite this climate, we have some opportunities and incredible opportunities, but we need to change, be more agile, win more, simplify and sell our value much better. And we need to do this quickly. Now optimistic. And yes, some people call me optimistic. And although it should be part of every CEO's job to be optimistic, I'm truly optimistic. I've worked with the team now for 11 months, and given extremely challenging times, emotional times, distracting times for our staff, we have built a world-class leadership team, got on clear on where to play and how to win and are starting to implement the first stage of some of these changes. And as you saw in the interim results, these actions are starting to drive results despite the challenges and the distractions. But there's still a lot to do, and we are improving and innovating at speed. I've also met some of our customers. I've seen what incredible good they do and continue to do with our software, how they love our software. I believe we can make this world a better place and build an awesome, purpose-driven profitable company. It hasn't been an easy year for many of you listening to this presentation. And I would understand if you too were concerned. But I also invite you to share in my feelings of optimism and the change that we are driving to which our customers, our culture and products are responding positively. Let me be clear, this is the beginning, and there's much work to be done, but I'm backed by a high-caliber team, incredibly loyal customers and truly world-class products. The effects of Nuix 2.0 are starting to come through as evidenced by the early results to October, which is so pleasing and promising because this is what Nuix truly deserves and what you deserve. At its core, Nuix has the potential to be a truly great Australian tech success and one that is played out on the world stage, and it is my job and my commitment to help realize this potential. Thank you.

Well, now we come to the formal business of the meeting today. Notice of Meeting dated 17 October 2022 was circulated to all shareholders, and I will take the notice as being read. Now before we move to the various items and resolutions to be considered today, I will now briefly outline procedures for today's meeting. In accordance with the company's constitution and as set out in the Notice of Meeting, we've determined that voting on each of the resolutions will be conducted by a poll. We adopted these procedures to ensure that the views of as many shareholders as possible are represented at this meeting. And I now declare the poll open. The result of the polls will be declared and they'll be released to the ASX later today. Only shareholders, proxy holders or appointed representatives are entitled to speak or to vote at this meeting. Only shareholders who are entitled to vote at this meeting may cast a direct vote on any resolution. As chair of the meeting and as detailed in the notice of meeting, I will vote where authorized all undirected proxies in favor of each resolution. For those attending the meeting in person, you can cast your vote by filling out a paper voting card. If you have any questions, please see a Link Market Services team member at the registration desk. Now for those shareholders who are participating in the meeting via the online platform, you can cast your direct vote using the electronic voting card that you received when you validated your registration. And if you have any questions about casting your vote online, please refer to the online platform guide or call the number that's set out on the guide or on the screen in front of you. Michael Spruyt of Link Market Services is the Returning Officer for this meeting. Now during the meeting, we're going to display on the presentation slides a number of direct and proxy votes received prior to the meeting on each resolution. The final results will be released to the ASX as soon as they are available. If we experience any technical issues today, a short recess or an adjournment may be required depending on the number of shareholders being affected. And if this occurs, I'll advise you accordingly. Right now, everything seems good. If you're attending the meeting in person, you would have been given an attendance card when you first registered on arrival. So if you've got a yellow voting card, that means you are a voting shareholder or a proxy holder or corporate representative and that you have chosen to vote using a paper voting card. You're also entitled to speak at this meeting. Now if you have a red card, you're a nonvoting shareholder. And that means while you're entitled to ask questions or make comments, you're not actually entitled to vote at this meeting. And if you have a blue card, it means you're a visitor and you are not entitled to speak or to vote at this meeting. If anyone with a yellow or red card wishes to speak, please raise your hand at the appropriate time and the microphone will be brought to you so you can ask your question. Please show your yellow or red card when you receive the microphone, and then please state your name before you ask your question. For those who are participating via our online platform, you're going to be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab, which is on your screen. And I will consider the questions submitted online after taking the questions from the floor. Now we may aggregate questions if we receive multiple questions on the exact same topic. But out of fairness to everyone present, just ask that you limit your questions to 1 at a time and you restrict your questions and comments to the resolution that's being considered. I reserve the right as Chair to rule questions as not pertaining to the AGM or out of order. So let's move first to item 1, which relates to financial statements and reports. The 2022 annual report contains the financial report, directors' report and independent auditor's report. A copy of the annual report is available on the Nuix Investor website and was also sent to those shareholders who requested it. The financial statements have been audited and they have been approved by the directors. At this time, I will take the reports as received and as read, and I would like to invite shareholders to ask questions or make comments about the management of the company or any other general matters, and ask the auditor questions relevant to the conduct of the audit, preparation, content of the auditor's report. Please keep questions about specific resolutions until the time that we consider those other resolutions. So are there any questions about the management of the company or questions for the auditor at this time? Any questions here in the room? Ilona, do we have any questions via the online platform?

We do have one question.

Yes.

Companies, this is a question from Mr. [ Keith Player ]. Companies following an AWS sales model, such as Snowflake, have significantly outperformed Nuix even though our software is arguably more powerful and comprehensive. Why have we not seen any plans to copy the AWS sales model for consumption licenses, where customers can sign up and start consuming services instantly?

Well, I can refer that to either Jonathan or to Chad. Which one of you who prefers to take that one on? Okay. Jonathan.

So I think that's a great question. So thank you. As an organization, we are actually going through and part of our transformation is actually a licensing modernization program. And so we're going through that program, and we're actually exploring a number of different ways of how we metricize and manage our licensing program. At the moment, we feel it's too complex. And so that certainly is an option in terms of how we manage and sell our licensing. So thank you very much. That's a great question.

Ilona, are there any other questions from the online platform?

There's no further questions.

Okay. With no further questions, then we'll move on to the next item. Item 2 is -- and resolution 1, which relates to the ratification of the appointment of KPMG as the company's auditors. We have representatives from KPMG here today. Do you have any questions on this item here in the room? Ilona, do we have any questions from the online platform?

No questions.

As there are no further questions, proxy votes for this resolution are all shown on the screen. If you've not already submitted your vote for this resolution, please submit your vote now. Moving on to Item 3, the remuneration report. The remuneration report is contained within the 2022 annual report, which is available on the Nuix Investor website. Noting my earlier comments, I will take the remuneration report as having been read. Further details about the resolution are also contained in the explanatory statement that accompanied the notice of meeting. The vote is advisory only and it's not binding on the directors or the company. Noting that each of the directors has a personal interest in their own remuneration from the company, the Board unanimously recommends that shareholders vote in favor of adopting the remuneration report. Do we have any questions on this item here in the room? Do we have any questions via the online platform?

There are no questions.

Okay. As there are no further questions, proxy votes for this resolution are shown on the screen. If you've not already submitted your vote for this resolution, please submit your vote now. Item 4 concerns the reelection of directors. And at this point, I will ask Rob Mactier, Nuix's Deputy Chair to chair the meeting while my reelection is being considered.

Thank you, Jeff, and good morning to shareholders. As Jeff said, I'm Rob Mactier, and I have the privilege to be the Deputy Chair of Nuix. Resolution 3 concerns the reelection of Jeff Bleich as a Director. Jeff's background and experience is detailed in the notice of meeting. And it's my pleasure to speak to the resolution that Jeff be reelected to the board of Nuix. Jeff is very passionate about Nuix and its potential, and I'm sure that came through in his address. Jeff has deep connectivity into the Australian community through his previous role as the U.S. ambassador to Australia, and that brings a very, very broad network in this country. And through his prior legal background, he has enviable connectivity into the U.S. government and legal circles, and the U.S. is Nuix's most important market. And through his current corporate roles, he's now deeply involved in the U.S. West Coast sector. He is able to draw upon his experience across a wide range of governance roles for a range of corporate, charitable and public policy organizations. And on top of that, he has the deepest corporate experience with Nuix, having been a director since 2017. So in short, Jeff's breadth of international experience in Networks, his broad and considered perspective, his passion for Nuix and his calm demeanor is an invaluable resource to Nuix. It's a pleasure and a privilege to sit on the board alongside Jeff, and I absolutely support his reelection to the Board. Before I put that to the shareholders, Jeff, did you want to say anything?

I'll say a few words. Thank you for considering my reelection nomination. It really has been a privilege to serve as Chairman for the last couple of years and as a member of the Board since 2017. Like Sir Iain, I joined Nuix because I believe in the company. I believe in its product, I believe in its purpose, and I believe in its people. Its software has stopped crimes and it's literally saved lives. And I just want to help the company achieve its full potential. And that's the commitment that continues to drive me, despite the challenges that Nuix has faced and faces, the demands of the board, I'd really be honored to continue to apply my skills and my energy to serve Nuix. It's a tech company that principally serves legal institutions, government regulators and international companies. And those are the areas where I've devoted my entire 30-year career. After completing my studies in law, economics and public policy, I clerked for the Chief Justice of the United States Supreme Court, and then I practiced law for the next 20 years as a partner at one of our top firms focused on cybersecurity, technology, complex international disputes and also providing pro bono service to those who couldn't afford counsel. And it was as a lawyer that I first came to know of Nuix products and was blown away by the Nuix Engine. In 2009 President Obama asked me to step away from my private practice to serve as his special counsel in the White House, and then later as his ambassador here in Australia, which was the greatest honor of my life. In those roles, I learned to appreciate even more the power of the Nuix Engine to solve, not just legal questions, but vital issues of national security. And I was also taken by Nuix's story. It was a small company founded in Canberra, where my kids went to school, that has become an indispensable product for the largest companies all over the world. I've continued to rely on Nuix products as a court-appointed special master in the U.S. of federal courts, and now as Chief Legal Officer of a tech company with nearly 3,000 employees where we employ many outside counsel who depend on Nuix to serve us. So I bring those experiences to our Board, along with many years of service chairing the boards of other institutions. In addition to Nuix, I chaired the largest publicly listed utility in the United States, the largest university system in the United States and largest legal organization in the United States. Here in Australia I continue -- you can't get rid of me. I'm back every couple of months. I've served in several successful institutions, including service on the Pratt Family Advisory Board, the Australian American Leadership Dialogue and RAND Australia boards. So I believe I also bring a valuable understanding of the U.S. market for Nuix, which is our largest market. And I'm really passionate about the U.S.-Australia relationship and growing our technology partnership across the Pacific. I've worked with tech companies for over 30 years, and I bring an understanding of the trends in the market and connections to U.S. business and to government entities. And today, as said, about half of Nuix's ACV is generated from North America. And I've experienced the best of times and some of the most challenging times in Nuix's short history. During my time on Nuix board, the company experienced some significant growth. We made important acquisitions such as Ringtail and Topos and of course, we IPO-ed on the ASX. The reach of the company into international markets during this time expanding enormously as Nuix became a global leader in investigative analytics. But I've also experienced all the turbulence since Nuix's IPO, most notably a global pandemic and when the company's financial results didn't meet its own expectations. My expectations are those of many of its shareholders. That experience has driven us to take a hard look at every aspect of the business and to make all the difficult steps that we announced earlier. Without belaboring points, I do want to say that our Board took this extraordinarily seriously. We established a Board subcommittee. We retained outside counsel to conduct a thorough review of every concern and to ensure appropriate oversight and review of specific subject matters. We've updated, we've improved internal management systems. We've invested in, enhanced our risk management and Investor Relations functions, and we've made a number of senior personnel changes. As I noted in my address, we expanded our Board and we dedicated -- with dedicated and experienced independent directors with extensive ASX experience. And if I'm reelected, what I would really like to do is be able to complete our Board's planned transition and apply my skills so that we have the ability to take this refresh strategy and this extraordinary road map and realize the full potential of Nuix. I'm really encouraged to see all the green shoots that Jonathan just described, then I'm prepared to help us work through all the legal issues that I also mentioned. I believe our historical knowledge, both Iain's and my own, and our backgrounds will help us manage these effectively, and the company will be in a stronger position to defend those claims to members of the Board who are present who have historical knowledge and can operate in a unified and informed fashion. So my mission here is not yet complete, and I hope you'll give me a chance to complete it, as I remain deeply committed to a broad range of stakeholder views, including, of course, your views, our shareholders. So I'm grateful to you for your support as shareholders. And I would appreciate your endorsement. I look forward to contributing more to the next chapter of Nuix's great success. Thank you again, and back to Rob.

Thank you, Jeff. The directors, with Jeff Bleich abstaining, unanimously recommend that shareholders vote in favor of this resolution. Do we have any questions on the resolution? Ilona?

There's no questions online.

As there are no further questions, proxy votes for this resolution are shown on the screen. If you have not already submitted your vote for this resolution, please submit your vote now. With that, I'll hand the chair back to Jeff.

Thank you, Rob, and thank you, all. That brings us to resolution 4, the reelection of Sir Iain Lobban. Iain's Impressive background and experience are detailed in the notice of meeting. But even that list of outsized accomplishments just doesn't do justice to describing his value as a Board member and colleague. So I'd like to add a little bit more to what you've already received. As the former head of GCHQ, essentially the U.K. spymaster, and now a senior leader at Hakluyt, one of the world's premier commercial intelligence firms, Iain just brings unparalleled insight, wisdom and understanding of world and its trends and integrity to this Board. It's been a rare privilege to work with him. And he's made each member of the Board better, wiser thanks to his service. He brings rare insight into commercial trends, into geopolitical threats and opportunities. He's also got an impeccable understanding of human judgment and human frailties and he has guided us wisely through some of the most difficult questions that we've faced as a Board, on personnel, on the allocation of our resources and on the long-term consequences of short-term actions. The respect people have for Sir Iain around the world is truly remarkable. When negative articles have appeared about Nuix in the media and customers -- potential customers have raised concerns, the mere fact that a man of Iain's character and caliber was in the room helping decide matters immediately reassured them. Two of our growing areas of opportunity are EMEA and the intelligence services in allied or partner nations. Again, Sir Iain's decades of work establishing trust and networks across these regions and institutions has been a great source of opportunities for Nuix. But most of all, when a company has experienced the highs and the lows that Nuix has, and needs to make difficult decisions under great pressure, Iain has demonstrated again and again his greatest value. He stays consistently calm, focused and positive in any situation. He's been a critical voice in some of our best decisions and a wise voice in all of our conversations. And I think it's fair to say that when Board members have felt the need for a sounding board on ideas, Iain is often the first one that each one of us consults. He is the ultimate thought partner. He is simply a standup person. I hope I am making you blush, Iain. There are many other opportunities available to a person of Iain's stature, his talents, his experience, and he's chosen to seek reelection out of his sense of commitment, out of his sense of loyalty to our shareholders, our employees, our customers, our mission and to his fellow Board Directors. I and my fellow directors are very pleased that Iain is standing for reelection today, and I will now invite Iain to make some comments in support of his own reelection.

Well, good morning, shareholders, and thank you for the opportunity to address you today in relation to my reelection as a Nonexecutive Director of the Nuix Board. I thought it might be helpful to share my motivation for getting involved with Nuix in the first place and why I am fervent in my belief that this is such a special company. The first thing is our mission at Nuix. I come from a British intelligence and security background where data is fundamental, where data can be transformed into intelligence and used to anticipate shocks, where data can be used to shape decisive interventions to prevent harm. My commissions in the private sector, following my government career, resonate with that, whether in the domains of cybersecurity risk management or risk management or financial crime compliance. But in every one of those roles, it's been very clear to me that however much data you have, whatever the richness of the sources of that data, it's frankly academic if you can't harvest that data intelligently. If the exploitation is feeble, if you can't join up the dots. And the way to do that is through smart analytics. Crucially, those analytics have to work across an ever-expanding diversity of data types, tapped from a wide variety of sources. Without the capacity to exploit that diversity and variety, without the ability to do so at tempo, you simply have a [ tertela ] sea of information, sometimes not even information, merely a morass of data. Without that ability to analyze and to connect, to discover, in the words I would have used in my security and intelligence career, you can't produce intelligence. So Nuix's ability to help our customers turn messy data into actionable intelligence, to find truth in a digital world, in effect, is something well worth getting out of bed for, including across the time zones that Jeff and I each live in. Those customers of Nuix may be security agencies, law enforcement partners, regulators and investigators, legal firms, professional services outfits, big corporates. Some of what they do is about stopping bad things happening because of bad actors. Some of it is about discovering links and causalities to prevent unfortunate events taking place. That's the mission imperative for me. Alongside that is the human element. Capability depends on 2 aspects: technology an obvious ingredient for Nuix, but also people. And I'm a huge fan of the talent and the mindset of colleagues at Nuix. I've known many of them for nearly 5 years, and it's a privilege to work alongside them, leading-edge, world-leading talent. And the third characteristic that drew me to Nuix is its Australian-ness. Consider the context, the outcomes that this company supports are noble ones. The clients and partners with which it engages are organizations seeking to do the right thing, striving to make the world a less unsafe place. I was immensely fortunate to spend much of the last decade of my career as a British government servant, working closely alongside my Australian counterparts. And those Aussie counterparts have precisely that mindset: to take responsibility, to collaborate with allies to work globally for the best outcomes. After I left U.K. government, I was proud to be one of 5 expert advisers to the Australian Prime Minister, shaping Australia's first national cybersecurity strategy in 2015. I was then asked in 2017 by the Australian PM to be 1 of 3 independent reviewers of the Australian intelligence community. So I have both an affinity and a loyalty, both admiration and deep respect for what Australia can contribute on the world stage. Make no mistake, Nuix is an Australian jewel shining around the world. I count it an honor to be part of that story, and hope to be reelected to help write the next successful chapter. Back to you, Jeff.

Thank you very much, Iain. The directors, with Sir Iain Lobban abstaining, unanimously recommend that shareholders vote in favor of this resolution. Are there any questions in the room? Any online?

No questions.

Okay. As there are no further questions, proxy votes for this resolution are shown on the screen. If you haven't already submitted your vote for this resolution, please submit your vote now. On to Item 5. Item 5 concerns the grant of performance rights to the CEO and Executive Director. This item incorporates resolutions 5, 6, 7 and 8, specifically, the grant of FY '22 STI performance rights, the grant of FY '22 LTI performance rights, the grant of sign-on performance rights and the grant of FY '23 LTI performance rights. The directors, with Jonathan Rubinsztein abstaining, unanimously recommend that shareholders vote in favor of these resolutions. Are there any questions in relation to these resolutions in the room? Online?

No questions online.

Okay. As there are no further questions, proxy votes for these resolutions are shown on the screen. If you haven't already submitted your votes for these resolutions, please submit your votes now. Item 6 relating to the resolution -- to Resolution 9 concerning the renewal of proportional takeover rights. The directors unanimously recommend that shareholders vote in favor of this resolution. Are there any questions in relation to this resolution? In the room? Online?

No questions online.

Okay. As there are no further questions, proxy votes for this resolution are shown on the screen. And if you haven't already submitted your vote for this resolution, please submit your vote now. And with that, thank you for your attendance and participation today. For those of you who are here today, I want to invite you to join me and my fellow directors and management for refreshments outside the room. To the shareholders and visitors participating online, I just want to thank you all for joining us and making this investment in understanding more about Nuix part of your day. I now declare this meeting closed. Thank you all.