OFX Group Limited (OFX) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2026 Annual General Meeting of OFX Group Limited. This meeting is being recorded so that it can be uploaded to our website. My name is Patricia Cross, Board Chair for OFX Group Limited and I will chair today's Annual General Meeting, which is being held as a hybrid meeting with some investors present at our offices in person and others joining online. I'd like to start by acknowledging the traditional custodians of the lands on which we are meeting and to pay my respects to all elders past, present and emerging. And I extend that respect to any First Nations people joining this meeting with us today. The company's Secretary has advised me we have a quorum of at least 2 shareholders present, so I'm declaring the meeting open. I'd like to start by introducing my fellow OFX Directors. First is Skander Malcolm, the CEO and Managing Director. And then on my right are Rob Bazzani, the Chair of the Audit, Risk and Compliance Committee and member of the Nomination Committee; Jacquie Hey, who is the Chair of the Remuneration Committee and the Nomination Committees; Connie Carnabuci -- sorry, I've gone the wrong way, Cathy Kovacs, who is the member of the Audit Risk and Compliance and Nominations Committees; and Connie Carnabuci is a member of the Remuneration and Nomination Committees. Adrian Wong, the Chief Legal Officer and Company Secretary, is attending over there. And also in attendance is our company's auditor, Karen Hopkins from KPMG here in person. Members of the global executive team who are attending in person with me or via Zoom are Axel Freytag, James Georgeson, our Chief Financial Officer; Josh Goines, our Chief Growth Officer; Kate Malone; our Chief Risk Officer; Yung Ngo, our Chief Customer Officer; Kate Svoboda, Chief People and Culture Officer; and Adam Thomas, our Chief Technology Officer. Due to our time zones, our offshore Chief Commercial Officer for business-to-business, Maeve McMahon, will not be on this call. So before we begin, I just have a few housekeeping matters, if you bear with me. For those attending via Zoom, if you have any technical issues at all, please call the OFX team on +612-98667-9160 for support. And for those attending in person, should you need to leave the room at any point, simply use the doors you came through. Toilets and emergency exits are located just out those doors as well. Our aim is to ensure a productive and fair meeting for all shareholders. Please listen courteously to others and express your views fairly and respectfully, avoiding any language or conduct that could disrupt the proceedings. To ensure the meeting runs smoothly, unless otherwise noted, I ask that all questions be directed to me as Chair. To give all shareholders an opportunity to participate, we suggest that each shareholder limit the questions to 2 per agenda item and please keep your questions concise, relevant and avoid repetition. If time permits, we will return to any additional questions not yet addressed. Now on to the agenda for today. The proceedings today will be a brief introductory address from me as Chair. Then I will introduce the 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 is set out in the notice of meeting that has been sent to shareholders. So starting with my address, again, thank you for joining us whether here in Sydney or online. Once again, you all are very welcome. This is an important AGM for OFX. Over the past year, the board has been considering 2 closely related questions. First, why have the financial outcomes of the business not reflected the transformational progress that's been made and the potential we continue to see in the business. And second, looking forward, what represents the best available path for OFX and its shareholders. The Board has examined these questions carefully and consider the alternatives available to us. We've exercised our judgment in the best interest of the company as a whole, as you'd expect. This has required us to focus first and foremost on value for shareholders while also maintaining the confidence of our clients, employees, regulators and business partners. So let's begin briefly with the performance of the business. Our CEO, Skander Malcolm, will provide further detail on our FY '26 financial results. However, as you know, those results fell short of the outcomes at the Board, management and our shareholders reasonably expected. The external environment remained difficult. Business and consumer confidence was subdued in a number of our markets. Foreign exchange volatility remained low and geopolitical uncertainty affected client activity. We also incurred losses associated with fraud and bad debt in our North American corporate business. These factors contributed to the result, but they don't remove our accountability for it. The Board acknowledges that shareholders have experienced a substantial loss of market value in recent years and that the financial performance of the company has tested their confidence. The directors have shared in that experience as shareholders ourselves. We do not underestimate its impact. At the same time, the financial results do not fully reflect the progress made within the business or the potential that has been created through the investment in OFX 2.0. The Board did make the deliberate decision to commit substantial investment to the new client platform, accepting that this would constrain near-term profitability. We believe that this transformation was necessary to modernize the business, broaden its capabilities, and position OFX for sustainable growth. With the migration of corporate clients to the new client platform substantially complete, the business is shifting its focus from development and migration to adoption, productivity and growth. Our offering now extends beyond foreign exchange to include multicurrency accounts, card subscriptions and integrated spend in payment tools. We're seeing promising signs following the transition including growth in corporate new transacting clients, multiproduct adoption and non-foreign exchange revenue. However, that progress has not yet translated into the stronger and more consistent financial results or the market recognition that we believe it should. So against that backdrop and with growing indications of external interest in OFX coinciding with the company's annual planning cycle, the Board determined in early February of this year that it was the right time to undertake a comprehensive strategic review. The Board considered it important to establish a disciplined process through which any external interest could be assessed rather than responding to approaches on an ad hoc basis. The timing also enabled the Board to consider management's most up-to-date outlook and undertake a thorough review of the business, its strategy and the alternatives available to it. The review included a genuine examination of the potential of OFX how it could best be realized, including testing the company's organic plan against the most recent data points from client adoption, trading and the new go-to-market program. Remaining independent and continuing to execute OFX 2.0 remained an attractive organic alternative throughout the process, particularly in light of the improving performance in the new financial year. As we have stated, the review attracted multiple credible proposals from strategic parties and financial sponsors with differing levels of conditionality and execution risk. In assessing these proposals, the board considered price, certainty of completion, strategic fit, financial capacity and backing and regulatory complexity. For a global, highly regulated business such as OFX, our proposal has value only if it can be completed. Following this process, the Board concluded that the proposal from Equals represented the best available path forward from where OFX stands today to maximize shareholder value. The proposed cash consideration of $1 per OFX share was an important element of that judgment. However, we were also persuaded by Equals' capacity to complete the proposed transaction, the strategic fit between the 2 businesses, Equals financial position and backing, Equals understanding of the regulatory and operational requirements and the opportunities that they identified to build upon OFX's technology, international reach and client capabilities. Taken together, these matters gave the Board a high degree of confidence in Equals' ability to complete the proposed transaction. We also acknowledge the professional and constructive manner in which Equals has approached the proposed transaction. This was a particularly complex judgment. The Board had before multiple credible proposals and a genuine organic alternative. Directors devoted considerable time to examining and challenging the different paths available. Our conclusion does not diminish OFX's independent prospects or the value created through OFX 2.0. The new client platform, our international infrastructure and our people are central to the value recognized through the process. However, the Board's judgment is that the Equals proposal offers the strongest available combination of value, certainty of completion and strategic fit within a reasonable time frame. It is important to highlight that we are not asking shareholders at this AGM to approve the proposed transaction. The Board has indicated its current intention to support the proposed transaction, subject to the completion of financing arrangements, the finalization of binding documentation and the relevant regulatory and shareholder approvals. If binding documentation is entered into on the transaction proceeds, shareholders will receive detailed documentation explaining its terms, conditions, advantages and disadvantages together with the opinion of an independent expert. Shareholders will then have a separate opportunity to consider the proposal and vote on it. Until that process is complete, OFX remains an independent ASX-listed company. The Board and management remain fully responsible for operating the business, serving our clients, supporting our employees, managing risk and executing our strategy. We recognize that the prospect of a change in ownership inevitably creates uncertainty for employees. It would not be realistic to suggest that every role or every aspect of the organization would necessarily remain unchanged. However, the Board believes that the proposed combination provides a credible basis for continued investment in OFX's platform, products and client capabilities. Throughout the strategic view, our people have remained focused on our clients and continue to deliver in demanding circumstances. The Board is very grateful for their professionalism and commitment. Before closing, we should address the remuneration report, which is especially significant this year. At last year's AGM, OFX received the first strike against its remuneration report. We took that outcome seriously, engaged extensively with shareholders sought external advice and made changes to the remuneration framework and disclosure as set out in this year's report. We are always appreciative of the well-considered input that we receive from our shareholders and are, of course, grateful for your voting support on this year's items. In closing, I thank my fellow directors for a considerable time and commitment they have brought to their responsibilities this year. I thank Skander and the management team for their leadership through a period of significant operational change in strategic intensity. Most importantly, many thanks to the OFX employees around the world for their commitment to our clients and to the company. And I also thank our clients for continuing to place their trust in OFX. And to our shareholders, the Board understands that the company's financial and market performance has tested your patience and confidence. We also believe that the work undertaken over recent years has created a stronger platform, broader capabilities and considerable strategic value. The Board's task has been determined -- is to determine now how that value can best be realized from today's position. On the basis of the strategic review, we believe that the proposed path offers the strongest available combination of value, certainty of completion and strategic fit. Thank you for your continued engagement with OFX and for joining us today. Now I would like to hand over to Skander Malcolm, our CEO and Managing Director.

Thank you, Tricia. And as highlighted on Slide 6, trading in fiscal year '26 was challenging, but we've worked very hard to manage our financial levers while investing in our 2.0 transition. We delivered NOI of $196.6 million and underlying EBITDA of $25.2 million. This was undoubtedly a disappointing outcome. And I'll walk through some of the reasons on the next slide. But execution on our strategy was excellent, with the majority of clients successfully transitioned to our new client platform and good growth in multiproduct adoption. Our NOI margin was 51 basis points. around 5 basis points lower than fiscal year '25, primarily driven by a mix shift as we saw fewer forward transactions in the second half in our corporate business and growth in same currency transactions, which are lower margin. Our business continues to generate healthy levels of cash with net available cash as of 31st March 2026 of $49.6 million, which was slightly down versus the prior corresponding period, but up on the first half. In terms of key client metrics, the average revenue per client was slightly down at $4,000, reflecting weaker FX revenue. Non-FX revenue continues to grow at a healthy rate, up 12.1% to $1.8 million and wallet balances held by clients are growing well, finishing the year at nearly $233 million. Moving to Slide 7. It was a difficult year with business confidence not seeing these kinds of lows since the COVID period. Geopolitical events, economic strains, volatile interest rate outlooks, supply chain disruption, inflation and many other factors have made our clients adjust their growth agendas. And with that, we're seeing fewer transactions and fewer forward contracts. We actively discussed this with our clients in every region, and the message we hear is very consistent. We need to manage this period carefully. The business confidence indices in every major market, perhaps with the exception of the U.S. reflect this. The side effect of this enduring uncertainty is that somewhat perversely, volatility is actually down. Markets and clients are pricing in these factors. Considering what is happening in the world and its economies, it is extraordinary that compared to 2 years ago, volatility as we measure it, was halved. In our portfolio, it has meant average transaction values or ATVs, remain very subdued versus their long-term mean and cross-currency transactions have declined year-on-year at the highest rate we've ever seen. Moving now to Slide 8. We are, however, pleased with the momentum we're seeing through our 2.0 strategy and the level of client adoption on NCP. On the left-hand side of this page, are some of the data points that describe the fact that most of the heavy lifting for the transition of our corporate portfolio onto NCP is now complete. Over 90% of our corporate clients in major markets were migrated at the year-end and the 23,000-plus active corporate clients on the NCP was an increase of 70% on the first half. The scalability of this platform is already evident with server costs growing at a far smaller rate than transactions or clients being added. And what really encourages us though is the growth in multiproduct adoption. In the fourth quarter, it grew to 8.4%, up from 4.5%. Through the first quarter of '27, it is now over 10%. And this is as a result of both more existing clients taking on more products and new clients adopting multiple products at a very healthy rate. In the fourth quarter, for example, over 27% of all new clients are multiproduct clients already. In Australia, where the launch where the new launch and the migrations happened earliest, we are up to 13% of all clients being multiproduct. On the right-hand side of the page, you can see we have a very exciting and busy program ahead for our clients, incorporating more AI to simplify and automate their workflows, more automation to simplify and accelerate onboarding, more security to protect our clients' funds and data and a wonderful consumer client proposition. As I mentioned at the first half 2 years ago, our technology team had 8 large teams doing 1 deployment every 2 weeks, which equates to about 26 releases a year. Today, we have 18 small to medium squads delivering over 200 deployments per week. With the adoption of AI, we see even more productive technology output. And we believe that this speed and quality of new features and services as well as a much more settled and refined go-to-market program can translate to more new trading clients in corporate and more productive sales teams and momentum into fiscal year '27 has been positive. Moving to Slide 9. In the first quarter of '27, we delivered revenue of $46.1 million, up 2.5% versus the prior quarter, but down 18.7% on the prior corresponding period, noting the first quarter '26 included significant volume arising from the Trump trade in April. Through the first quarter '27, we saw revenue continue to build and June finished well, up over 30% on May, and this positive trend continued through the early part of July. Net operating income for first quarter '27 was $43.9 million, up 1% versus the prior quarter and down 20% versus prior corresponding period. Our refreshed go-to-market strategy delivered 16.5% growth on the fourth quarter '26 in corporate NTCs, and further investments in the onboarding client experience delivered improved prospect to lead -- sorry, prospect to client conversion, we remain confident in our ability to grow corporate active clients in fiscal year '27. In terms of progress on the transition to NCP, the migration of existing corporate clients on to NCP is now complete across all major markets with New Zealand and Singapore also going live during the quarter as planned. Non-FX revenue grew to $0.8 million or 24.4% on the fourth quarter and 195.3% on the prior corresponding period. And this was predominantly driven by card revenue, up 43.9% versus the fourth quarter '26, supported by Pay by Card revenue up 14.3% versus fourth quarter '26 and subscription revenue up 8.1% versus fourth quarter '26. Client wallet balances were $203.3 million as at the end of June, down from $232.9 million at the end of fourth quarter '26. This reflected a single large client outflow as expected. Excluding this single large client, wallet balances grew 30.4% versus the fourth quarter '26 and we saw a significant inflow from the same client early in the second quarter, which highlights that wallet balances will fluctuate as we build them. Interest income from group and client wallet balances continues to grow and was $2.4 million in the first quarter '27, up 18.7% versus fourth quarter '26. In first quarter '27, we also continue to deliver meaningful improvements in our product and technology road map. Moving now to Slide 10. I'm very mindful that the economic and geopolitical backdrop is very uncertain. And to some extent, this has shaped what we believe is a reasonable view of what we can deliver in fiscal year '27 and beyond. However, there are several factors that are within our control, and we have listed them on the left-hand side. And put simply, the foundations are in place, the distractions have largely been navigated and we're set to grow. We see the outcomes has been positive and specifically we know we can grow corporate active clients, while we expect cross-currency average transaction values to remain steady. As active clients grow so the transaction volumes, which translates into growth in corporate revenue. We see a path to stabilizing consumer revenue through refocusing on the segment for the first time in more than 4 years, including reallocating some marketing budget to it, and bringing some clients onto the new client platform. And Enterprise has been growing well year-over-year, and we see that continuing. We know we can control costs, and we put in place new controls to reduce bad debts. The slight increase in operating expenses includes a rebasing of performance incentives. But as with fiscal year '26, that would be dependent on growing the top line. The anticipated increase in NOI compared with the strong cost control sees us targeting a return to delivering positive operating leverage in fiscal year '27. Plus we will continue to manage CapEx well as we have over the last 3 years. We retain our target of 15% NOI growth with underlying EBITDA margins of around 30%, but this will come over the medium term as we cycle out of this investment phase. Tricia has already given an excellent summary of the strategic review and the next steps, so I won't repeat that. But from my perspective, undertaking the strategic review was critical for shareholders given our assessment at that time that external interest could lead to an unsolicited bid. Putting structure into the review gave us opportunity to assess all options rigorously. The work was carried out very thoroughly and productively, and it led to a strong bid from a highly credible party for the Board to recommend. Equals is an ambitious group who see a strong future for the program OFX has built. And that gives me comfort on behalf of employees as well as shareholders that the transaction will progress well and that if the combination is delivered, it will be a strong business that can compete globally. And with that, I'll hand back to Tricia to conduct the formal business.

Thank you, Skander. I will now turn to the formal business of the meeting, taking each resolution in the order set out in the notice of meeting. Before doing so, I note that Item 6 is a conditional resolution. Whether that item is taken to be put to shareholders will depend on the outcome of Item 3. I will return to Item 6 later in the meeting. There will be an opportunity to ask questions on each resolution. We kindly request shareholders to limit their questions to 2 per agenda item so that everyone has a fair opportunity to participate. 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 for discussion. Questions that have already been addressed are unlikely to be responded to again. A poll will be conducted on all resolutions. Some votes will be excluded in accordance with the Corporations Act and the ASX listing rules. The proxy votes and direct votes received prior to the AGM will be shown on screen after discussion of each resolution and before the resolution is put to the meeting. As indicated in the notice of meeting, I advise that at the meeting, I will be voting all undirected proxies, first, in favor of items 2, 3, 4 and 5 and against item 6. So to ensure that all shareholders and proxies have an opportunity to vote, I hereby open the polls now. Shareholders and proxy holders 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, and you were given a yellow voting card at 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 MUFG Corporate Markets staff sitting at the entrance table. If you have to leave prior to the completion of the meeting, please complete your voting card and place it in one of the ballot boxes held by MUFG Corporate Markets staff on your way out. If you have joined online, we have now opened the electronic voting card for the poll. It should have popped up on your screen. Please vote by selecting the for, against or abstained box in respect of each resolution on the electronic voting card. After completing all items in the vote, you'll 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 card by clicking X at the top right-hand corner. You will be able to vote at any time until the end of the meeting when I declare the voting closed. You just click on the poll button on the task bar to reveal the electronic voting card, again, if you want. If you are not a shareholder or proxy holder 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 registered MUFG Corporate Markets, who will also act as scrutineer. Once the poll has closed and the votes are counted, we will announce the results to the ASX, which is expected to be before the market opens tomorrow. If you have any issues voting during the meeting, please look at the detailed instructions in the OFX online AGM guide or call the number that I gave you earlier, which was plus +(612)-8667-9160. So the first item is the financial statements. There is no vote on this item, so please check acknowledged if you have joined online. And then for items 2 to 6, please lodge your vote. For those attending in person who have a yellow voting card or a blue card, could you please address all questions to me as Chair. And if you wish to speak, raise your hand and a microphone will be brought to you so that all shareholders can hear you. Please then state your name before making your comments or asking a question. A reminder that if you have a red card, you're a visitor and are not entitled to speak about at this meeting. Shareholders or proxy holders who are attending online and have provided their shareholder number or proxy code when registering can ask questions verbally or by typing it into the Q&A blocks. You will need to navigate to the lowest section of your Zoom window and the bottom task bar here, then click on the Q&A button at any time. You will need to enter your full name and your shareholder number or proxy code and then either type your question into the box and press send or indicate that you would like to ask a question verbally. If you're online and want to ask a question verbally, at the appropriate time, we will indicate directly to you verbally that you can ask your question and your microphone will be unmuted at that point in time. Please then state your name before asking your question. Now turning to Item 1. The first item of formal business is the tabling of the financial statements and reports of the directors and auditors for the year ended 31 March 2026. The company is required to lay before the meeting the last audited financial statements and reports, which were released to the ASX on 19 May 2026 as 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 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, Karen Hopkins, partner at KPMG, is present as part of the panel for this purpose. I will hand over to Skander to facilitate questions or comments on the financial statements and reports to the directors and auditors for the year ended 31 March 2026. But before I do that, remember, you ask questions by with a yellow or blue card, by raising your hand or for those attending online by navigating to the Q&A button at the bottom of the screen. Bear with us as we'll need some time to confirm that those who are asking questions are shareholders or proxy holders.

Thank you, Tricia. First, let's take questions from those attending in person. If you do have a question on the financial statements, please raise your hand, and Tara will bring you a microphone. And I'd ask that you please introduce yourself for asking your question.

Thanks. Excellent address, Chair. I think you -- a lot of chairs to be honest, come up with motherhood and waffle, but your address was first rate. transparent, concise covered all the right issues. And quite importantly, I really like the fact that you take accountability, and you didn't duck the issue of the weak financial performance. So congratulations. I'm sorry, you have to spend more than that time on the process issues, but that's endemic to AGMs, but your actual Chair's addressed was excellent, so well done. I only have a couple of questions. Could you please -- I'm just intrigued as to what went wrong with the Canadian acquisition. I think that was before your time. But you spent a lot -- the company spent a lot of money on that. There are ongoing bad debts and issues. The acquisition price represents, I believe, more than half of the value of the company, if you exclude cash. Just be interested in with hindsight, what went wrong with the Canadian acquisition?

Thank you, David. I don't entirely agree that things went wrong with the Canadian acquisition, but I might let Skander address that directly.

Yes. I understand your question, David. Just going back to when we did that acquisition. We actually generated about 30% EPS accretion in 2 years, which for the investment bankers is pretty unusual in a financial services setting. We've certainly seen since then that we've had some challenges, which we've been very transparent around losing some high-value clients. That's actually the subject of litigation. In addition to that, we've had to migrate the portfolio and transfer both our business and the Canadian business on to the new client platform. So there's been quite a lot of disruption and I would say we probably could have done a better job in terms of retaining some of those key clients, and that's really what's happened. Having said that, if we think about kind of the opportunities that we've got with the new client platform, starting out with, I think, even today, we don't measure them as ex-Firma clients anymore, but we've still got thousands of corporate clients in Canada. And we're already seeing, for example, win backs as a result of the new client platform, customers who are coming back to us now for the added functionality. So certainly, it was challenging to retain all those clients through effectively 2 integrations in a short space of time. And I wish we could have done that a little bit more strongly. But the other thing I would add to that is there's no question whatsoever that the scale that it gave us in North America allowed us to attract their staff. It's not always evident in some of the numbers. And clearly, it was a very, very attractive part of OFX, for Equals as well having that in place. The final thing I'd add is that in terms of our push into the new client platform, the team really did a fantastic job up in Canada. We're the only and first direct issuing Visa card in Canada. So even all those competitors that you would know very well, and I would argue that's not only the great work of the current team, but the fact that we have significant scale and strong people from the Firma acquisition as well.

Okay. And just a follow-up. This isn't my second question, Trish. I do have a second question. So this is just a follow-up. If you look at the enterprise value of the current proposal before the company, which adjusts for cash, obviously, the actual purchase price of Canada is over half of the current enterprise value. I would be very surprised if Tricia or Skander could say that the interested party that's put forward the proposal would value Canada at over half of the value of the whole company. So does that mean that you paid too much, you've had bad luck, bad execution? Or is this yet another example of Australian companies going overseas and finding it's a hell of a lot harder to actually execute well than they think on the whiteboard. Just interested in your thoughts there.

Thanks, David. So I can see hindsight is a wonderful thing, very bad timing in terms of what happened with the world. And we all know that, a, Canada was particularly impacted by the beginning of the tariff regime and the change world order. But secondly, that the Canadian dollar quarter was just more [indiscernible] abound and that killed trading. I will say that although we did lose some high-value clients with traders leaving we have actually still do have thousands of corporate clients and good quality clients. Skander has pointed out that Canada made OFX quite important to Equals, but the fact is that some of the other bidders were very, very interested in Canada. We're not going to go into explicit detail about the other bidders because you never know what's going to happen but certainly, that was part of it as well.

Okay. And my second question, Trish. Again, excellent address, that's great. Could you just clarify a little bit more about the transaction before the company? The market is pricing the stock at $0.80, which is a 20% discount to the proposed purchase price. Obviously, there is some degree of execution risk on everything. But could you just give a little bit of color about the time line until the transaction goes unconditional? What's the length of due diligence, what's the length of approvals because you are subject to a lot of regulation. I think the market would appreciate knowing that.

Sure. Thanks, David. So the short answer is possibly within 6 to 9 months, you would see an actual completion according to our best estimates, if everything goes well, okay? Now just to pick that apart, the offer that we've received from Equals is still a nonbinding offer and it's subject to signing the scheme implementation deed, which is subject to financing. As I said in the address, the Board considered that Equals was a much more likely party to complete the deal based on our initial analysis, looking at them in terms of their ability to be financed because a lot of us are bankers and all that and had to look at that, and we also met with them and spoke quite directly about it. But furthermore, we understood the conversations that they were having with their bankers, and we have received quite a bit of comfort around the potential for financing. So we anticipate that by the end of September, that the financing will be -- that it will be done and that the scheme implementation deed will be signed. The transaction will still be subject to regulatory approvals because as you know, we have 52 or 53 licenses, quite a few in the states, especially. We will -- we're working on the scheme implementation deed so that it's not reliant on 100% of all of that. But certainly, there will be something related to regulatory approvals. You never -- you can never say never, especially in this highly volatile world, but on the basis of weighing everything that we had to look at, the Board does feel that it is likely to happen. Why do we have the gap in the market?

I mean we're not going to comment on the gap in the market. We're certainly getting a lot of volume. I mean, clearly, to your point, David, until you have a scheme implementation deed, certain investors are going to decide the likelihood of getting that price is not 100%. And I would suggest that's what it is. But it's not the pricing the stock, just to be blunt.

And is due diligence -- and look, it seems there 3 key things. There's, number one, financing #2, due diligence; #3, regulatory approval. I'd be a little bit surprised if the bidder is as credible as you say, if regulatory approval wasn't forthcoming. Financing clearly is always an issue. It's a cash bid. I'm not sure if the likelihood of them getting the financing, but it sounds like they're making progress. But we've seen plenty of deals, particularly from offshore bidders, where they might have buyers regret and they change their mind. They use due diligences and out. At the moment, it's totally nonbinding. But if you look at those 3 things, would you care to graduate the risk between the regulatory approval, due diligence and financing, please?

But I think Tricia has laid out regulatory and financing. And just on due diligence, it's largely complete. There's a little bit of confirmatory, but it's largely complete, including through external -- their external advisers.

Okay. And my final question, I have some later on, but Trish, an excellent brilliant skills, you're a great planner, you're tenacious. We all know that none of these deals are done until they're done. What's your plan B if it doesn't happen?

Plan B as we continue to run the company and also to examine whether alternative offers come forward because we did leave some people at the altar or close to the altar. But certainly, we are -- we'd be incredibly excited about the company if we were private, but we will continue to run the company. As Skander said in his address, we can see many things are starting to really pull forward in the new client platform. And so OFX -- and that's part of the reason why throughout this process because it's so long, we will continue to run the company in the best interest of our shareholders and the company as a whole.

Okay. But it sounds like there were other credible parties, not too far away from the pricing level that you've decided to proceed. Is that fair?

We can't really comment on that. That's confidential, but thank you.

Any other questions from people here in the room? No? We don't have any online verbal questions. In terms of online written questions, we don't have any relating to the financial statements. That's resolution 1, which is -- yes. Do you want to cover that one now? Do you want to cover that one now?

Sure.

Okay. So I'll read out the question. PwC were our external auditor when we floated in 2013, and they were replaced by KPMG in 2021. And the current issues around KPMG are centered on the Sydney-based audit team, and we're a Sydney-based company. Could the Sydney-based KPMG audit partner, Karen Hopkins, please provide her perspective on whether the rolling KPMG controversies impacted her team's ability to perform the OFX audit? And also how did the OFX Board respond as the various revelations emerged?

Thanks, Skander. I'm going to take that, Karen, if that's all right. And that question is from Stephen Mayne. Thank you, Stephen, for that question. So there are a couple of comments that I'd like to make on behalf of the Board, that's all right. The first is, as you'd expect, OFX regularly assesses the quality of the external audit. This a very formal process of assessing this. We believe that KPMG performs a very high-quality audit, very responsive, very comprehensive, very detailed, and we've been extremely pleased with it as well. So we can't see that there's been any impact from the current events in terms of the audit itself. The second comment that we'd make, though, is that we did confirm directly with KPMG that KPMG has maintained the confidentiality on all OFX and related documentation. And KPMG, Karen, in particular, did confirm based on direct oversight of the engagement and knowledge of how the OFX information has been addressed and utilized that there has been no adverse or untoward use of confidential information from OFX, never been used outside the scope of the actual external audit itself. And the third thing that I'd like to point out that Karen confirmed is that there are no members of the current OFX external audit team who are in any way involved or implicated in that confidentiality breach or matters that are now before the parliamentary inquiry. I'd like to leave it at that, if that's okay, at this point. Thank you.

Okay. We don't have any other written questions. So I will hand back to you, Tricia, for item #2. .

Thank you, Skander. Item 2 is the reelection of Rob Bazzani. Rob was appointed as a Director of the company on first February 2024, and he was last reelected as a Director of the company at the company's 2024 AGM. Rob will retire under Article 47B of the company's constitution and being eligible under Article 47C of the company's constitution, offers himself reelection as a Director of the company. Details of Rob's experience is set out in the Notice of Meeting, so I won't repeat those details. And the Board with Rob abstaining, supports Rob's reelection as a Nonexecutive Director unanimously. I will hand over to Rob to briefly address you.

Thank you, Chair, and good afternoon, everyone. I'm standing for reelection today. And I wanted to just take a few minutes to explain why I believe I can continue to add value to our Board and to you, our shareholders. I joined the OFX Board in February 2024 and since then, I've had the privilege of chairing the Audit, Risk and Compliance Committee and being a member of the Nomination Committee. I have current governance experience with regulated financial payments and technology platform businesses operating at scale across North America and Asia. And I understand what disciplined financial reporting and risk oversight are in these businesses. I've applied that OFX over the past 2 years. I also bring mergers and acquisitions and corporate advisory background that I believe are relevant today. I've held technology adjacent Board roles in listed companies spanning health care imaging, fintech SaaS and EdTech. As current Chair of ASX-listed Mach7 Technologies, I oversee a health care software platform business operating in North America, Asia and opening up into the Middle East. I'm a former non-executive Director of ASX-listed Keypath Education in the U.K. and ASPAC. And in these roles, they provided me with exposure to operational, regulatory and the growth challenges that come with scaling a digital platform across regulated borders. While at Class I gained direct governance experience in a subscription platform software business, including how these companies scale, price, manage churn and integration risk. At OFX, I also worked to ensure that our company can pursue growth on a foundation of financial discipline and well-managed risk. I was pleased to receive strong shareholder support when I first stood for election 2 years ago, and I don't take that for granted. I've tried to earn it through my work on the Board and its various committees and through active contribution to this Board's broader strategic goals. I'm grateful for your continued support today, and I look forward to continuing to serve OFX and its shareholders. Thank you very much.

Thanks, Rob. Are there any comments or questions regarding Rob Bazzani's reelection?

Rob, you referred to you wanted to continue the growth of OFX, which is a little bit grating given the opening address by the chair, which was very honest and transparent that hasn't been growth, Rob, there's been shareholder loss and significant loss. You joined the Board 2.5 years ago. The price, I think, at the time was moving around, but let's say around about $1.50, Rob. So while you've been on the board, there's been at the moment, almost a 50% loss of shareholder value. I've personally sat on quite a lot of boards and I take it pretty seriously. I take personal accountability for results. But my question to you is I'm a bit surprised with your address unlike Tricia's, which I think was excellent to acknowledge the shareholder value loss, well done, and is accountable. But why aren't you accountable? What personal accountability do you take, Rob, for the substantial loss of shareholder value in the 2.5 years you've been on the Board?

I'm going to take that, David. Sorry, Rob. But thank you for your question. I think growth is a complex term, isn't it? And as I said at the beginning, it's been a very complex judgment along the way because we do very strongly feel that we have grown the capability of the company. very strong growth in terms of our platform. It's why we had so much interest in the company being taken over by multiple parties, different types of parties. There's just no doubt that we have a world-class -- looking at Yako, state-of-the-art platform. And we have state-of-the-art capability to deliver it, really strong people that we have grown internationally. But the fact is, the enigma is our financial performance has been lacking. The decision to plow so much of our profitability into the expense of doing the migration has not been well received in light, especially of macro climate, and we all wear accountability for that. We ask ourselves what would we have done differently? It is very hard to imagine a scenario, though, where we would have continued on that 90s -- 1990s Northern Beaches platform. I mean, it was fabulous. It was actually called Admin. Fabulous at the time but really had to be changed. And it wasn't just about the ease of making the implementation tweaks over time. It was about fundamentally changing what customers -- changing ourselves so that we could deliver what customers need. And I'm sure you'll be talking about it later, David. We have seen competition do very well in this respect. So we made the choices that we made. We all acknowledge, Rob, especially that we haven't had the financial growth that we want, but we do think that we have grown the company, oddly enough, bizarrely enough and in the most polite but recalcitrant fashion. I have to say that. So thank you.

So thank you. very elegant, Trish. But Rob, looking at him, I haven't had the pleasure of meeting him before, but I do believe he's over 21 years of age.

Yes, he is. But it's a way that I chair the meeting. You just have to...

Yes. But I do think Rob is a senior guy who's been involved in a number of companies. I understand you're trying to provide a response. But Trish, could you let Rob personally respond?

I'd rather not if that's okay, David. Can I just say also that we are very aware of our collective responsibility. Everything that we did was on a unanimous basis. As Chair, I have to really accept that. And Rob is a little bit -- a way bit over 21 but I prefer to just leave that as it is, please.

Well, Tricia, I congratulated you earlier on, which is very genuine, but I actually find your response poor. It's a relatively small board. Rob is a mature guy. It's almost as if you don't have any confidence in his ability to respond to the question. You're trying to shelter him, you're trying to censor the question.

No, it's just that there are certain things that I feel that I want to make sure that we answer on behalf of the Board, and I'm chairing the meeting, and it's a judgment that I've made for right or wrong.

But Trish, he's made a speech as to why he should be reelected. He's up for reelection, Trish. He's over 21. He's experienced. Surely, you have enough confidence in Rob to let him say a few words.

No. I have plenty of confidence in Rob, but I'm going to move us on, David. I'm sure that Rob would be really happy to talk with you after the meeting if you'd like to have a one-on-one.

Well, I'll just conclude by saying excellent opening remark. I think that's a very poor, Chairmanship, Trish.

Thank you. Thanks, David. Sorry that we have to agree to disagree. Right. Moving on. So that takes me to any questions online? No, no written questions. And are there any online verbal questions, Kylie? Okay. Thank you. All right. So the votes and proxies received for this resolution are now shown on the screen. And as you can see, open proxies, as I said, in favor of the Chair of the meeting at the time of the meeting will be voted in favor of the resolution. Thank you very much. Okay. So now we're going to move on to Item 3, which is the remuneration report. This is a nonbinding advisory vote on the FY '26 remuneration report. The remuneration report is included in the 2026 Annual report and sets out the company's remuneration framework and the remuneration outcomes for our key management personnel during FY '26. as noted earlier, OFX received the first strike at the 2025 AGM with 39.95% votes cast against the adoption of the remuneration report. Full details on the changes and the Board's response to shareholder feedback is provided in the rem report in the 2026 Annual Report. As shareholders will be aware, Item 6 is a conditional spill resolution, that will only be taken to be put to shareholders if this resolution receives a second strike. Based on proxy votes and direct votes received prior to the AGM, we do not expect a second strike. I will return to Item 6 later in the meeting, but note that the votes received prior to the meeting on Item 6 indicate the spill resolution would not be carried in any event. Are there any comments or questions concerning the remuneration report? David?

Thank you, Chair. I'd really like to address a question to the Chief Executive, if that's okay. I think he's more than capable of responding with his own words. I don't think you have to censor a question or protect him. But perhaps you can get a ruling on that Trish before I fire in the question.

Sorry?

Perhaps you can give a ruling.

Ask me the question and then I will.

Gee, you're being cagey, aren't you? The question is a fairly general one, Trish. But again, I'm surprised if the question will determine your stance on how you respond to the question and whether you allow Skander to respond personally or not. But the question is a very general one. Skander, a very capable guy, you present well, you communicate very well. I've had the pleasure of knowing you for a year or so and a delightful person. I think you've been CEO for about 8 years, maybe 9 years. So no one would say that you haven't had a decent crack at delivering shareholder value. I appreciate that not everything works, business is complicated and competitive. So I appreciate not everything works. But in this sector,-- there have been a couple of standouts that obviously, Airwallex, whether you believe them or not, their market value has gone through the roof. If you look at Wise, which is publicly listed, in the last couple of years, it's gone up significantly. OFX floated a number of years ago with the blaze of glory, sponsored by the great Macquarie Bank. Periodically, it's gone up, periodically, it's gone down. But my question, Chair, if you would be so kind as to permit your Chief Executive without the protection of Chair, answering it. My question is, Skander, with the benefit of hindsight, over your 8 to 9 years where you haven't added value, in fact, shareholder value has been reduced significantly. What are the 3 things you would do differently if you had your time over again?

I will give that to Skander, however, however, however. It's an invidious position being a Chair and not being able to flag off at your competitors. I mean I can say things private to you about Airwallex or Wise or anyone. I will say a little fact that you might not have caught is that Wise got rejected by their OCC application last week, so last week. So that's got to tell you something.