OFX Group Limited (OFX) Earnings Call Transcript & Summary

Good afternoon everybody, and welcome, and thank you for those in the room for joining us and also welcome to everybody online. Welcome to the 2022 Annual General Meeting of OFX Group. This meeting is being recorded so that it can be uploaded to our website for later viewing. My name is Steve Sargent. I'm the Chairman of the Board for OFX, and I will chair today's meeting. This meeting is being held as a hybrid meeting with some investors present here in our offices in-person and some are attending online. I'd like to start with an acknowledgment of country. We acknowledge the Aboriginal and Torres Strait Islander peoples as the traditional owners and custodians of the lands on which we meet, and we pay our respects to elders, past, present and emerging. The Company Secretary has advised me that we have a quorum of at least 2 shareholders present, so I declare the meeting open. I would like to introduce to you our OFX directors. We have Skander Malcolm, to my right here, who is the CEO and Managing Director; and then we have all of our Non Executive Directors present. To my left here, Patricia Cross; Connie Carnabuci; Cathy Kovacs; Doug Snedden, who chairs the Remuneration and Nomination Committee; Grant Murdoch, who chairs the Audit, Risk and Compliance Committee. Elisabeth Ellis, our Company Secretary, is also attending. And the company's auditor, Sean Kendrigan from KPMG, is also here in person. Members of the group executive committee -- group executive team, sorry, also attending either in person or via Zoom. Here in person with me is Selena Verth; Mark Shaw; Adam Thomas; Elaine Herlihy, who's joining from -- by Zoom; Kate Svoboda; Yung Ngo; Alfred Nader, who is joining by Zoom; and Sarah Webb, who is joining by Zoom. It is wonderful that unlike the last couple of years, shareholders have the option to attend in person, and we're delighted to see you all here today. For those attending via Zoom, if you have any technical issues at all, please e-mail agm@ofx.com or call the OFX team on +612-8667-9160 for support. Both of those forms of communication are being -- we have people ready to respond to you immediately. Now on to the agenda for today. And the proceedings will be -- initially, I will make a brief introductory address. I will then introduce our CEO and Managing Director, Skander Malcolm, who will provide his address. We will then move to the formal part of the meeting and the resolution set out in the Notice of Meeting that has been sent to all shareholders. There will be an opportunity to ask questions on each resolution and also during the general discussion session following the formal business. If you have any general questions, I would ask you hold those to -- until the end of the meeting where we have our general discussion. And any questions on any specific resolutions, if we can keep those for when the resolutions are being considered. I will now deliver my address. I am pleased to share that the execution and progress against our strategic priorities in fiscal year 2022 has been excellent, and that the Board and I are very pleased with the progress we are making in building a more valuable company. Skander will share a summary of the financial results, but we are particularly pleased with the combination of strong growth in net operating income at healthy EBITDA margins, strong risk outcomes whilst we continue to grow our investment in the capabilities we need. As you are aware, I intend to step down from the Board after this AGM. And it is with this in mind, I would like to share some reflections as well as wish the team well for the future. When I joined the Board of OFX in 2016, it was a good company that had somewhat lost its way. We were fortunate to have great foundations, a strong risk management culture, a strong customer-centered service culture, a sustainable core business and a strong value proposition. We had a good team, loyal clients and opportunities to grow. Our reputation with banks and regulators was really very sound. However, we were not executing well. We had a lot of activity but an unclear operating framework resulting in us not meeting the commitments we held ourselves accountable to. Our vital signs, customer growth, revenue growth and earnings were all in decline. Competition had intensified significantly. Competitors were well funded and measured their success by revenue growth and growth in customer numbers while generating ever-increasing losses. The options available for clients and prospects had changed dramatically, and we had been slow to adapt and evolve. We refocused on a few important areas: growing client value, generating a sustainable return and innovating within the new environment we saw. We significantly upgraded our global executive team and intensified our focus on the Corporate segment and on growing the North American region. We increased our investment in technology and improving our customer experience, our risk management and our compliance. All while acting and behaving in ways society expects from a financial service firm. There were many times where it felt like we were swimming against the tide. But the Board and the management team remained resilient and focused on the strategy we had committed to, as did many of you. I'm delighted to see the progress we've made in building a more valuable company. Skander will share the fiscal results for the year 2022, but it must be said they are the fruits of years of hard work, good investment and good execution from the Board through management to the broader OFX employee community, everyone involved. Looking forward, I know the team has never been in better shape, and the market sees a strong and sustainable growth company. I know Tricia will be an outstanding chair. Her market experience, her global perspective and her integrity are exactly what we need to take OFX forward to the next level in the times we're heading into. I would now like to hand over to Skander, our CEO and Managing Director.

Thanks, Steve. And we're on Slide 6, for those who are following online. Fiscal year 2022 was a record year for OFX. In terms of financial performance versus fiscal year '21, we delivered turnover of over $33 billion, up 32.7%, net operating income of $147 million, up 24.7% and underlying EBITDA of $44.5 million, up 53.1%. These results were underpinned by great execution with every region up double digits, also growing active clients, negligible losses and stable margins, excluding same currency transfers. In addition to the great results and the great execution, the team completed the investment in TreasurUp and agreed to acquire Firma foreign exchange, which largely completed on May 1 and which significantly bolsters our Corporate segment in North America. Finally, our consistent focus on risk management and the investments we've made have delivered exceptional risk outcomes, along with consistently positive regulatory engagement. In an uncertain operating environment, I couldn't be happier with the team, the strategy and the momentum we created in fiscal year 2022. Moving to Slide 7. It was encouraging to report the momentum of the company across its key operating metrics. As mentioned, turnover of $33.2 billion was up nearly 33% versus the prior corresponding period, which is excellent. But it was also terrific to see second half up over 21% versus first half and we'll unpack the drivers of turnover later. But suffice it to say, there's strength in all the key areas, and we saw a substantial growth in average transaction values that certainly helped. Net operating income of $147 million, up just under 25%, was outstanding. And the hard work on managing our costs that arise from revenue being bank fees and commissions is creating a much healthier leverage from the revenue we generate. It was also encouraging to see the second half grow over 14% versus the first half. And finally, the underlying EBITDA of $44.5 million, up over 53% versus last year and up over 19% versus the first half was also terrific. It reflects a very healthy company with good fundamentals. Slide 8 is a snapshot of our vision to build the world's leading value-added cross-border payments specialist. I've gone through all of this at our Investor Day in March, so I won't repeat it. But in summary, we believe we're well placed to capitalize on the enormous opportunity ahead of us at a time when the value in being a specialist provider is only becoming more apparent. This is underpinned by our global operating model, our unique customer value proposition and our high-caliber team. On the right-hand side, we have highlighted the dimensions of what a more valuable company could look like, including strong recurring revenue at healthy EBITDA margins with high cash generation being put to work in profitable growth, either organically or inorganically. And we're well on our way in delivering this. Moving to Slide 10 and an update on our performance in the first quarter of fiscal year '23. This was another good quarter with net operating income of $47.9 million and this represents growth of just under 45% versus first quarter 2022 and 22% up from fourth quarter fiscal year 2022. Excluding Firma, which contributed $10.5 million, we saw a growth of 13% versus first quarter 2022. We continued to experience high average transaction values across the portfolio. Consumer average transaction values were $21,000 in first quarter '23, broadly in line with fiscal year 2022 and above our guidance of around $19,000. Corporate ATVs were $32,200 in first quarter '23, down 11.8% from fourth quarter '22, but still above our previous guidance of between $27,000 and $29,000. Firma average transaction values in first quarter '23 were $71,000, up 9% on fourth quarter 2022. Across the segments, Corporate again performed very well, up 83% versus first quarter '22 or just under 20% ex Firma. I will talk in more detail to this in a moment, including on the integration of Firma, which is on track. Our respective regions all delivered a strong performance, but the standout was North America, up just under 99% versus first quarter '22 and up over 83% versus fourth quarter '22. The business continues to deliver strong cash flows, meaning we have already been able to repay $14 million of our principal debt balance while maintaining good balance sheet flexibility which is important in times of economic uncertainty. Lastly, we continue to invest in our systems and processes to make our business more efficient and highly scalable, including a new reconciliation engine, which allows us to instantly process nearly all our incoming payments. So all up, a great start to fiscal year '23, which is very encouraging. Moving to Slide 11. We saw good performance across our key metrics. Against first quarter '22, fee and trading income rose nearly 42%. Net operating income was up nearly 45%. And turnover was up over 32%. Against the fourth quarter '22 metrics, we are solid ex Firma and strong with Firma. Average transaction values, a key driver of turnover, and our exceptional fraud-related losses both remained in line with our experience in fiscal year '22. Turnover grew 3.3% versus the fourth quarter. However, this was the result of a larger proportion of same currency transactions in the prior quarter that did not repeat. Excluding these transactions, turnover grew 12.9%, which combined with higher margins, resulted in 20%-plus growth in fee and trading income and net operating income. All of these metrics are tracking in line with our expectations or slightly ahead. But let me unpack these in a bit more detail by looking at the segments on Slide 12. As you can see, our Consumer and Corporate segments have been very strong in Q1, while we saw some softness in our Enterprise and Online Seller segments, largely due to market conditions. Our High-Value Consumer portfolio grew nearly 13% versus the first quarter '22 and just under 3% versus the strong fourth quarter. This is a good result driven by strong activity and, as always, exceptional service delivery across our regions. Average transaction values have remained elevated with our clients continuing to use us for property and wealth use cases spurred by currency volatility in the early part of the first quarter. We've also seen travel return as a good use case. Our Corporate segment was once again excellent, growing over 83% versus the first quarter of fiscal year '22 and over 45% versus the fourth quarter of '22. Firma played its part, growing strongly at 31% since acquisition versus their prior comparative period, but the remaining portfolio grew nearly 20%. As we talked about at the full year, we saw some large corporate transactions in the fourth quarter that did not repeat, which is why ex Firma, revenue was slightly down versus the fourth quarter. We're delighted with the growth, with the quality and the sustainability of its revenue, and all regions are delivering. Our Online Seller segment had a tough quarter, down more than 3% versus the first quarter of '22 and just under 11% versus the fourth quarter. More broadly, the e-commerce market as a whole is up and down, with pockets of strength offset by declines from the peaks that we saw in 2021. We continue to invest in our capabilities, products, sales and technology and are committed to competing and growing in this segment. In Enterprise, we also saw some softness, though this was partially due to a few large transactions with a long-standing client in the fourth quarter that didn't repeat in the first quarter. Overall, the progress is solid, with the pipeline healthy and some smaller partnerships being signed and activation of our new larger partnerships progressing, albeit more slowly than we'd like. This largely relates to the time it takes for their end clients to onboard with OFX and we're encouraged by what we've seen from new clients that have adopted our integrated service. Again, we remain committed to this segment, and we continue to invest in our capabilities to compete and win. We continue to see both Online Sellers and Enterprise as good growth segments for OFX and invest thoughtfully. Moving to Slide 13. I'm very pleased with the progress on Firma. The transaction was largely completed on May 1, with all except the U.K. business transferred. Integration is going well, and we're delighted with the people and the performance to date, which is ahead of our expectations. We drew down the debt facility on close. But as mentioned previously, we've already repaid $14 million through the first quarter and have repaid further debt in the second quarter already. So this will be lower again at the half. The integration team is doing well. There's a clear set of priorities, good communication and the pulse surveys as well as the attrition rates confirm employee engagement is strong. We remain confident of our synergy assumptions that we communicated and the EPS accretion on an underlying basis of 20% in fiscal year '23 that we committed to. Full credit to both Firma and OFX employees for embracing this opportunity to build a stronger combined group. In closing, we're very happy to confirm guidance that we previously provided for fiscal year '23 on Slide 14. Our priorities are unchanged, a strong integration delivering EPS accretion, continued growth in North America and launching our European expansion, building momentum in Corporate, Online Seller and Enterprise. And finally, driving the returns from our investments, particularly our product, risk payments and risk investments. These will deliver our vision of building the world's leading cross-border payment specialist, and I look forward to updating you on our further progress at the half year. And with that, I'm delighted to hand back to Steve to conduct the formal business. Thank you, Steve.

Thanks, Skander. Clearly, the performance of the company in the first quarter is continuing in a similar direction to what we saw last year, and we feel very good about that. I will now turn to the formal business of the meeting, taking each resolution in order set out in the Notice of Meeting. There will be an opportunity to ask questions on each resolution. Questions not related to the resolution should be held until the end of the formal business when I will open the floor for general questions and discussion. A poll will be conducted on all resolutions. Votes will be excluded in accordance with the rules of the Corporations Act and the ASX Listing Rules. The combined proxy votes and direct votes will be shown after discussion on each individual resolution. I advise the meeting that I will be voting all undirected proxies in favor of the resolutions as indicated in the Notice of Meeting. To ensure that all shareholders and proxies have an opportunity to vote, I now open the polls. Shareholders and proxies who have registered with their shareholder number or their proxy code can now vote in person or online. If you are a shareholder or proxy holder here in-person in the room, you were given a voting card at the registration this afternoon. Please complete the voting card by ticking the for, against or abstain box in respect of each resolution and hand it to the Link staff sitting at the entrance table. If you have to leave prior to completion of the meeting, please complete your voting card and place it in one of the ballot boxes held by the Link staff on your way out. If you have joined us online, we now have opened the electronic voting card for the poll. It should have popped up on your screen. Please vote by selecting the for, against or abstain box in respect of each resolution on the electronic voting card. After completing all items in the vote, you will need to click the submit button at the bottom of the voting card. If you want to vote later, then you can move the electronic voting card on your screen or you can close the electronic voting card by clicking the X at the top right-hand corner. If you -- you will be able to vote at any time until the close of the meeting when I declare the voting closed. You just click on the poll button on the banner to reveal the voting card again. If you cannot -- if you are not a shareholder or a proxyholder or if you have already voted, please close the electronic voting card by clicking the X at the top right-hand corner of the electronic voting card. If you have already voted and you vote again during the meeting, your previous vote will be invalid. The votes will be counted by our share registrar, Link, who will also act as scrutineer. We will announce the results of the poll and advise the ASX as soon as the results are determined, which is expected before the open of market tomorrow. If you have any issues voting during the meeting, please look at the detailed instructions in the OFX online AGM guide or call +612-8667-9160. The first item is the financial report. There is no vote on this item. So please check acknowledged if you have joined online. For items 2 to 7, please lodge your votes. For those attending in person, could you please address all questions to me as Chair. And if you wish to speak, could you please move to a microphone so that all shareholders can hear your comment or question. Please then state your name. Shareholders or proxy holders who are attending online and have provided their shareholder number or proxy code when registering can ask questions by typing it into the Q&A box at any time or by indicating that you would like to ask a question verbally. You will need to navigate to the lower section of your Zoom window. And at the bottom, menu bar will appear, then click on Q&A button. You will need to enter your full name and your shareholder number or proxy code and then either type in the question into the box and press the send code or indicate that you would like to ask a question verbally. If you would like to ask a question verbally, the moderator will indicate directly to you via the Q&A box that you can ask your question and your microphone will be turned on, so you can ask that question. Please then state your name. Now let's turn to the first item of formal business, which is the tabling of the financial statements and reports of the directors and the auditors for the year ended the 31st of March 2022. The company is required to lay before the meeting the last audited financial statements and reports which were released to the ASX on the 17th of May, 2022 as a part of the company's annual report. No resolution on this matter is required, but I now invite shareholders and their proxies to comment or ask questions on the reports. Questions may also be asked of the auditors in relation to the conduct of the audit, content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit. Our auditor, Sean Kindregan from KPMG, is present and part of our panel on the Zoom for that purpose. Are there any questions or comments on the financial statements and reports of directors and auditors for the year-end 31st of March, 2022?

Nothing online on that. Nothing online.

No questions on the line. Okay. As there are no questions -- no further questions, we'll now move to item 2. Item 2 is the reelection of Ms. Patricia Cross. Having been appointed as a director of the company effective 20 July 2022, Mrs. Cross is retiring in accordance with Article 47(d) of the company's constitution and is standing for reelection. Details of Mrs. Cross' experience are set out in the Notice of Meeting, so I will not repeat those details here. The Board, with Mrs. Cross abstaining, supports Mrs. Cross' reelection as a Non-Executive Director. It is the director's intention that Mrs. Cross will be appointed to succeed me as chair. I hand over to Mrs. Cross to briefly address you. Patricia?

Thank you, Chair. Well, it's an honor and a privilege to be here seeking election to the OFX Board. And what I've learned so far here is that OFX is a wonderful company with a compelling purpose, a deeply talented management team and Board and a strong and resilient business model. In my many years as working both as a senior executive and a nonexecutive director across a wide range of financial services and other regulated industries, I've had the privilege for working with many of the largest international companies operating in many countries. That means I have known for a long time what we all know, and that is that international payments and especially foreign exchange has for far too long been dominated by the banks. My early career experience in being part of the original team that founded OTC Derivatives, combined with my executive operational and Board level background at some of the world's best global banks, tells me that there is a compelling customer need in this market for OFX's service offering that combines great pricing, user-friendly technology, 24/7 personal assistance and, of course, global reach. And so that's why I've joined OFX. I believe the market opportunity is enormous with OFX currently holding less than 0.05% share in a market that's estimated at USD 206 billion, that OFX has a thoughtful and sensible international footprint, that OFX has world-class risk management. And the best is wonderful staff, an outstanding management team and a highly capable and flexible attitude. It's true that I've had the privilege of serving for 25 years as an independent NED on some great listed Australian and British companies. However, most importantly, I've been lucky enough to spend 20 years in international investment management and superannuation here at home. And I do think, as you, the shareholders, think. I've learned that stewardship is so very important, that strong governance does matter and that companies that operate in a socially valued and sustainable fashion are those that survive and thrive over the long term. So with my election to this Board, I can assure you that I will join my colleagues in serving diligently and to the best of my ability, in representing and taking this company further forward. Thank you, Chair. You have left a huge legacy for me to follow. And thank you, shareholders.

Thanks, Patricia. I appreciate that. Are there any comments or questions concerning Patricia Cross' reelection?

We've got some online.

Okay.

Do you want to do in here first or online?

Any questions? I don't see any questions internally.

Anyone have any questions? No?

So. Okay, online?

Yes, the first question, which I'd ask Doug Snedden as the Head of the Nominations Committee to address. The question is, "Please outline the selection process for the recent chair succession. Were any external candidates considered? Was any outside firm involved in the selection process? And were there any multiple candidates? If so, what was the voting process? When Patricia Cross was first invited to join the Board, was it with a view to appointing her as chair?"

Thanks, Skander, and good afternoon, everybody. I'm Doug Snedden, the Chair of our Nominations Committee. The Board, I think, as set out in the annual report, does maintain an ongoing process of succession planning around the Board. In the case of Patricia, I'll happily address that specifically. We did use an external search firm. We actually undertook a comparison of a number of firms before we appointed [indiscernible] to undertake the work. In doing so, we were specifically seeking a director who could move into the chair position and in particular, the sorts of skills we were looking for is somebody with international financial services experience, strong domain experience in the area of payments, both as an executive and nonexecutive. Board experience, including experience as a Chair, experience in regulated environments, particularly the U.K., U.S. and Australia, New Zealand and somebody who we believe would fit well with the Board and work well with the CEO. So I think we could say we can claim great success in our search, and we're very happy to have Patricia on board. I think as shareholders, I think everyone should be very, very grateful that we've got somebody of such caliber to lead the Board in the future.

Thanks, Doug.

What's the second question?

So the next question is also from an individual who asks or states, "I fully support the appointment of Patricia Cross as Chair. She speaks 6 languages and OFX is her sixth listed financial services Board seat over the past 25 years, the others being AMP, NAB, Macquarie, Suncorp, Aviva. Could she please comment on why she never served as Chair of any of those Boards when she now clearly has demonstrated ambition to be an ASX 300 financial services independent chair at OFX. Did she never have the support to be chair at those other 5 companies or did she never put her hand up? And if not, why not?"

Great question. That's a good question. Thank you to the shareholder that asked that. I actually have been on 8 listed companies, and this is the ninth. So there is a repeat pattern there. I'm not ambitious for the sake of being ambitious, just never been that way. I have run marathons. So love one of our shareholders' comments about that, but that's been the extent of my ambition. I'm very ambitious for OFX though. I think it's a really interesting company with so much potential. As well, I have 3 children. They're young adults now. But when I was beginning my career as a nonexecutive director, they were very young and travel was quite complex. It was sufficient to be doing what I was doing. I always chaired a committee on all of those listed companies. It was usually the -- what was the Risk Committee for financial services and Remuneration for nonfinancial services, although I chaired the Rem Committee at Aviva also. I was asked, I was asked quite early on. I didn't think I was ready. And by the way, the other 2 companies are Wesfarmers and Qantas. So it's a mix of companies. And I didn't feel like I was ready when I was initially asked and the children were too young, and there have been various things that have come along the way, and I just didn't feel quite right, and I'm very conscious of not over-boarding.

Okay. There's another question online also for you, Patricia. Yes. "Many thanks once again for disclosing the proxy position to the ASX with the formal addresses before the meeting commenced. OFX has been doing this for longer than any other ASX 300 company that I'm aware of. Competitors like Macquarie refuse to do this, please explain the history of this excellent transparency practice. And could Patricia Cross, a former Macquarie Director, commit to continuing this practice at future AGMs," of OFX, I assume, "when she takes over as chair? And well done on the 98% plus mandates on all resolutions too."

I think as far as OFX is concerned, it has been a practice. We've always adopted to disclose the proxy votes beforehand. I think all shareholders vote independently. I don't know if it influences much. But -- and I think I can say on behalf of all the directors here, the company will continue to do that.

Just one final one on [indiscernible]. The last one for now for you, Patricia. "What are Patricia's plans in terms of building her shareholding in the company as Chair?"

I need to ask my -- am I allowed to say? You sure? I have put in order subject to us remaining in the open period after we open tomorrow to purchase 100,000 shares tomorrow. That's subject to our staying in the open period.

So yes, for that shareholder's information, that we do have blackout periods and there are certain times we can't. The directors and employees are not allowed to buy shares. We've been in one of those periods because we had the information that was released to the market today that was known to us but not known to all shareholders. And so that blackout window is a nontrading window for us, ceases at the close of business today and from tomorrow onwards. I also want to make you aware that we do have a minimum shareholding requirement for all directors and all directors are compliant with regard to that minimum shareholding.

And I'm not giving guidance, I have to say. [indiscernible] lawyer.

No more on that.

Thank you. Before I put the resolution to the meeting, I will advise you with the proxy votes again, and the proxy votes received are as follows: We have for, the vote 99.49%; against, 0.01%; abstain, 24,700 votes. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. I think you need to lift your game. We'll now move to item 3. Item 3 is the election of Connie Carnabuci. Having been reappointed as a Director of the company at the AGM in 2019, Ms. Carnabuci is retiring in accordance with Article 47(a) of the company's constitution and is standing for reelection. Details of Ms. Carnabuci's experience are set out in the annual report and the Notice of Meeting, so I will not repeat those details again. The Board, with Ms. Carnabuci abstaining, supports Ms. Carnabuci's election as a Non-Executive Director. I'll hand over to Ms. Carnabuci to address you briefly. Connie? Connie is just coming up to the lectern.

Thank you, Steve. Good afternoon, everyone. I am seeking reelection to the Board for a second term. I've served on the Board since April 2019. And as Steve mentioned, I'm a member of the People, Culture and Remuneration Committee and the Nominations Committee. As a matter of practice, I attend all of the Audit and Risk Committee meetings as well as an observer. I hold 46,832 shares in OFX, which complies with the minimum shareholding requirement. I have 35 years of experience as a senior legal adviser to technology and data-intensive businesses. I've advised Boards and C-suites, both in Australia and internationally. Since joining OFX 3 years ago, it's fair to say that the company has evolved significantly through investments, technology, operations and marketing to become a global scale operator. My career in assisting clients in technology and data-intensive matters and supporting them in their commercial and regulatory issues and complex M&A often on a multi-jurisdictional basis is directly relevant and useful to OFX. The OFX focus on growing corporate clients globally, the acquisition of Firma in North America, the relaunch of our European business and the establishment of our European headquarters in Dublin earlier this year and the acquisition of adjacent technology in the TreasurUp deal are all indicative of the company's ambition to grow globally, both organically and inorganically. We are proud to have a global executive team that conducts itself with outstanding professionalism at all times, and we have an extremely energized and positive workforce culture. They are among the company's greatest assets. As mentioned, I believe my career background, together with my knowledge of OFX, its history, its future strategies will benefit shareholders and the Board. In addition to my work with OFX, I serve on the board of the Sydney Children's Hospitals Foundation. I chair the Media & Communications Law Committee at the Law Council of Australia and I'm on the Advisory Council of the University of New South Wales Business School. I have the capacity and the commitment to continue to contribute to the company's success and to deliver value to shareholders. Thank you.

Thanks very much, Connie. I appreciate that. Are there any comments or questions concerning Connie Carnabuci's election? None in the room, none specifically online. Before I put the resolution to the meeting, I will advise you of the proxy votes. The proxy votes received are as follows, up on the screen, there we go. For, 99.47%; against, 0.03%; abstain, 24,700. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. We'll now move to item 4. Item 4 is the nonbinding advisory vote on the full year '22 remuneration report. Under the Corporations Act, listed companies are required to include as part of their directors' report a remuneration report. The remuneration report is included in OFX's annual report. The Corporations Act requires company to put shareholders to a non -- shareholders, a nonbinding vote to enable shareholders to voice their opinion in matters included in the annual -- in the remuneration report, I apologize. Under the Corporations Act, the vote on this resolution is advisory only and does not bind the Board or the company. However, the Board will take the outcome of the vote into account considering future remuneration policy for directors and KMP. The remuneration outcomes for KMP, the CEO, the CFO and the COO, are set out in the remuneration report and the Notice of Meeting. So I don't propose to repeat those again here. The remuneration report for the full year '22 reports on incentives for the full year '22, including the short-term incentive outcomes and the metrics for the full year '22 long-term incentive that were approved by shareholders at the AGM last year. Are there any comments or questions concerning the remuneration? None? Yes, sir?

Yes, can you hear me?

Yes.

Yes, my name is [ Ray Wheeler ], I'm the representative from the Australian Shareholders' Association. I'm voting proxies today for the ASA. In regards to the short-term incentive scheme and the long term, were those -- were they met and were they paid?

Were the performance?

Yes, the metrics and your...

Absolutely. So in terms of the short-term performance, each -- we assess each executive's performance on their financial objectives that they have and then their sort of strategic and personal objectives. All of those were assessed by individual. And in each of the cases of these 3 executives, the financials were clearly met. When you saw the financial performance of the company, it was outstanding for last year. And then the performance of each executive was also assessed on that basis.

Right. And how about the long-term incentives, were they met?

So there was some investing in the LTI, some vesting in the LTI this year. And they are subject to shareholder approval. We'll be issuing some more LTI based on performance going forward.

That's to the CEO, is it? Skander?

Yes, correct. That's right. Resolution 6 -- 7 actually.

So it's going to be discussed later?

Yes.

Okay. I'd just like to make a point. With the pandemic, I know things have been very difficult. And hopefully, now we're going back to normal. But I noticed today, there's no annual report here. So if I wanted to comment about remuneration or the financial statement, it's pretty hard when there's not a printed annual report in the room.

Okay. Got that. But we can get them online, right?

I know that, yes. Yes, so it seems now that seems to be the norm. If you're a retail shareholder, you get your annual report online because of Link and their policies.

And I understand. I suspect, certainly, a lot of companies do that simply because the cost of producing those documents is very high. And I think we weigh up whether it's better for shareholders to save that money and provide better returns for you or to invest in those documents when they're readily available online. There's one there for you, right? Any other questions internally? Any online?

Not regarding the rem.

Great. So before I put the resolution to the meeting, I advise you of the proxy votes. Proxy votes received are as follows: for, 98.44%; against, 1.37%; and abstain, 8,137,120 votes. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. We'll now move to item 5. This is the approval of the OFX Global Equity Plan. Item 5 is the approval of the OFX Group Limited Global Equity Plan. The company has reviewed its Global Equity Plan that enables the company to reward and incentivize employees through arrangements where employees are offered performance rights and shares as part of the company's overall incentive structure. The only significant change to the terms of the plan since the plan was previously approved by shareholders at the AGM in 2018 is a change to the manner in which directors will exercise their discretion in respect of forfeiture of securities upon cessation of employment that was notified to shareholders in the explanatory memorandum. Shareholders are being asked to approve the Global Equity Plan so that it falls within Exception 13B to Listing Rule 7.2. And securities issued under the plan do not count in the 15% limit on the issue of securities in a given year. Are there any questions or comments concerning the global equity plan? Ray?

Yes. Thank you, Chair. Is this equity plan for employees of OFX or executives?

That's for all employees.

All employees?

Yes.

Okay. Could you explain like, like, it's new to me, could you explain a bit about it? What?

What -- because that's a very detailed question that I could take.

Couldn't put it down to a few sentences?

It's really quite simple. Employees get a base salary. There are performance measures in which they get a short-term incentive and there's a component which can be a long-term incentive. The long term is typically for more senior executives inside the company, but employees across the business depending upon their role, their performance in that role and their key performance metrics, the objectives we set them. If they achieve those, they get paid based on those.

Bonus in shares?