oOh!media Limited (OML) Earnings Call Transcript & Summary

Good morning, everyone. I'm Tony Faure, Chair of the Board of Directors of oOh!media. It is now 11 a.m., the scheduled time for the Annual General Meeting, and I am advised that the necessary quorum is present. I have, therefore, the pleasure of declaring the 2020 oOh!media Annual General Meeting open. Due to the impact of COVID-19 and to ensure shareholder and staff safety, we are having our first ever virtual Annual General Meeting. I want to thank all shareholders for being understanding during this time, especially those who wanted to attend the meeting in person. We have done everything we can to ensure that everything goes smoothly today. I apologize in advance if there are any glitches. We have worked hard to ensure shareholders can fully participate in the meeting today. To assist you during the meeting, I recommend keeping the virtual meeting guide nearby in case you have any difficulties. The guide covers how to vote and ask questions. Many of my fellow directors join me today by video conference. We have non-executive directors, Joanne Crewes, Mick Hellman, Philippa Kelly, Tim Miles, and David Wiadrowski. With me today in person, we have Managing Director and CEO, Brendon Cook; CFO, Sheila Lines; and General Counsel and Company Secretary, Maria Polczynski. Also in attendance by video conference is Board observer, Darren Smorgon and oOh!media's external auditor, KPMG, who is represented by partner, Trent Duval. I will now present the chair's address. Given the circumstances surrounding today's address, I propose to discuss the situation now rather than our FY '19 financial results, the details of which are readily available on our Investor website. So I will concentrate on current events, including our response to the COVID-19 pandemic, capital management initiatives we've taken to strengthen our balance sheet through this period and changes we're making to our Board. Like many businesses, oOh! has clearly been impacted by the COVID-19 pandemic. While this has clearly had a major impact on advertising spend in general and on Out Of Home, in particular, it also changed the way we work and impacted our organization overall. Our absolute priority is for the ongoing health and safety of our people. oOh!'s office-based teams continue to work from home, and we have initiated specific hygiene and enhanced protective measures for those staff who are required to work in external environments. We are also ensuring that appropriate mental health support is available where needed. The impact of COVID-19 on our revenue means we've had to adjust our cost base rapidly. We have reduced discretionary spend, negotiated fixed rent expense savings with property partners and reduced our planned capital expenditure to manage our cash flow in this uncertain environment. Brendon will provide an update on these initiatives in his CEO address. We have also reduced costs by asking all staff, including the executive team and the Board, to agree to work a 4-day week, effectively a 20% reduction in salary for a period of 3 months. This has been overwhelmingly agreed to, and we are very grateful to our people for this. Given the significant uncertainty caused by COVID-19, the Board's focus is to ensure the company is equipped to manage through the short-term volatility whilst remaining in a strong competitive position for the medium term. On the 26th of March, we took the prudent decision to strengthen the company's balance sheet with $167 million equity raising. Our priority in undertaking this was to protect the rights of the existing shareholders to the fullest extent possible. The raising comprised of institutional and retail entitlement offer to raise $128 million, together with an institutional placement to raise $39 million. I'd like to thank all shareholders who participated -- participating in the raising and for your continued support of the company. Another focus over the past year has been Board renewal, ensuring that the Board continues to appoint directors with the requisite skills and experience to assist management in continuing to drive the company's strategy. With the retirement of Geoff Wild and Debbie Goodin, we welcomed 3 new appointments during 2019. Tim Miles joined in May. He has significant experience both internationally and in New Zealand, specifically in technology and digital development, which is very helpful in the context of our digital strategy. Tim has been appointed Chair of the Technology Committee. Philippa Kelly was appointed in September. Philippa has wide-ranging property management and finance experience in listed ASX companies and helps the Board focus on our commercial partners. David Wiadrowski joined in November. David has extensive audit risk and finance experience in ASX-listed companies and has been appointed Chair of the Audit Risk and Compliance Committee. More recently, Mick Hellman joined in April 2020. Mick is the founder and managing partner of HMI Capital, which is the largest shareholder in oOh!. HMI has been a long-time supporter of the company, having first entered our share register in March 2017. Mick brings extensive experience as an investor in global Out Of Home companies and in both finance and M&A. Tim, Philippa, David and Mick are all standing for election at today's AGM and, subject to shareholder support, we look forward to their continued contribution to the Board. I'd like to acknowledge Darren Smorgon. Darren was appointed a Director of oOh! in October 2014 and has made a huge contribution over that time. Given our constitution only allows for 7 directors, Darren agreed to temporarily resign from the Board in April and assume the position as Board observer to enable Mick Hellman to join. We are asking shareholders today to approve a resolution to increase the number of directors on our Board from 7 to 9. Should this resolution be passed, we are also asking shareholders to approve the reappointment of Darren to the Board. Subject to your support for that resolution, we look forward to welcoming him back where he'll continue to make an important contribution. Many of you will also recall that in January of 2020, Brendon Cook [ indicated his intention ] to step down as Managing Director and CEO and from the Board during 2020. Brendon founded oOh! in 1989, and he has been an innovator and passionate industry leader for the past 30 years. With the unprecedented uncertainty caused by COVID-19, the Board determined that in the best interest of stability through such a challenging period, it would be best for Brendon to remain as CEO at least until the end of this year, and we announced this at the time of the equity raising. We are grateful that Brendon has agreed to this. And he continues to be as energized and passionate about the business as he has consistently over the past 30 years. Thankfully, Brendon has also agreed to remain in a nonexecutive consulting role once a new CEO appointment has been made, which means oOh! will continue to benefit from his unparalleled knowledge and insights of the industries. On behalf of the company, I want to personally thank Brendon for his enormous commitment and dedication to building and leading our business over the past 30 years. We are continuing the search for a successor to Brendon, and we will update shareholders once that process has been completed. In closing, I'd like to thank all our shareholders for your continued support. While it continues to be a challenging time for the media sector, over the medium and longer term, we remain confident that Out Of Home will continue to benefit from structural growth. As the market leader, oOh! has the assets, network and scale to capitalize on that growth to maximize returns for shareholders over the medium to longer term. Thank you. I will now hand over to our CEO, Brendon Cook.

Thank you, Tony. Ladies and gentlemen, as Tony said, given our financial year '19 results were released some 4 months ago, and the world has changed significantly since then, I will focus my comments today on the response to the current market conditions and ensuring our business emerges from this pandemic in a strong and competitive position. Let me start with some commentary on the overall market. The first quarter of 2020 our revenue was steady with the prior corresponding quarter in 2019, which had increased 6% on the Q1 F '18 period. However, the COVID-19 restriction started to be implemented from the middle of March, and we started to see a significant decline in revenue. As you would expect, Out Of Home has been impacted more proportionately than other forms of media, given the audience decline. As a direct result of the movement in restrictions in relation to COVID-19, this has been particularly pronounced in specific areas such as airports. And as a result, our Fly and retail segment -- sorry, Rail segments have been impacted significantly. Combined with the slowdown in the advertising market generally, this has resulted in a challenging Q2 for the business. Of our original bookings in April and May that advertisers decided they would no longer run campaigns in Q2, around 85% have been deferred to the second half of the year. We are starting to see an uplift in client briefing activity for late Q2/Q3 as advertisers begin looking for opportunities as movement restrictions are eased further. Clearly, we are seeing increases in road and retail foot traffic in metropolitan regional areas and also similarly across New Zealand. Our inventories have strong suburban skew, which provides more advertiser options as they return to spending. With our Quantium data, this allows us to see the buying locations and schedule campaigns to where the audience is. We've implemented a company-wide response to COVID-19. And as Tony just said, our #1 priority remains on the health and safety of our people at oOh!. I want to pay particular tribute to our people, all of whom have stood up to this meet -- to meet this challenge head on. We had to make some difficult decisions including asking our people to volunteer to work 4-day week for a 3-month period. The vast majority of our staff, including all Board and management, have agreed to this measure, excluding those we need for essential safety and operational services. We have reduced discretionary spend across the business with a focus to try and preserve jobs for our people for the longer term and for the strength of the business. The JobKeeper measure is assisting us in this regard. We have identified 3 specific areas where we have implemented specific measures to reduce our cost and preserve cash during this pandemic. Firstly, operating expenditure savings. At the equity raising in March, we outlined a target of $10 million to $15 million in cost savings from reductions in travel, entertainment, marketing and other items. We remain on track to deliver at the higher end of this target range with JobKeeper adding a further $7 million per quarter for the period that the business qualifies fixed expense as savings. We have had rent abatements built into some of our leases and, in general, continue to have constructive discussions with our commercial partners, with significant progress being made with many key landlords. As outlined previously, we have [ agreed ] over $20 million of fixed rent savings at this point, and we have not let go of any material sites to-date. Capital expenditure savings. At the time of the capital raising, we outlined targeted CapEx reductions in the range of $25 million to $35 million, and we remain on track to achieve the higher end of these reductions. We continue to be prudent on all cost and planning related to economic conditions created by COVID. When the market recovers, some of these cost measures may be reversed to ensure the business is best positioned to capitalize on both near and long-term revenue opportunities, which I'll discuss later. Moving to the outlook. While Q2 has been challenging, we have seen the strategy and trading areas of agencies, planning for increased activity as COVID-19 restrictions are eased further into Q3 and Q4. As each COVID-19 restriction is instigated, we are getting further clarity regarding client planning for campaign activity for the second half of the year. We are seeing an upward trend in audience in line with restrictions easing. And therefore, we are confident we will be able to compete strongly as audiences return to Out Of Home environments in a successful manner we have over the last 6 years for a larger share of the total media pie. Longer term, we remain convinced of the ability of Out Of Home to grow its share overall of the media spend. Out Of Home audiences has consistently outpaced the growth in total population base over the last 10 years. This increase in audience has been further enhanced by structural growth through changing consumer behavior brought about from the impact of technology. Digitization has significantly and adversely impacted traditional media through the fragmentation of audiences and provided competition to delivering advertising media. However, digitization has significantly benefited Out Of Home through the digitization of billboards and other site locations and provided significantly enhanced audience analytics, which were not previously available to the Out Of Home media in a cost-effective manner. This has delivered a national platform from which advertisers can use rapidly to reach their audiences in a targeted manner and using contextually relevant creative content, all of which were not feasible prior to digitization. Out Of Home's market share has grown from around 5.5% of media spend in 2014 to around 7% at the end of 2019. The large sophisticated global media agencies have an even higher allocation to Out Of Home at around 14% per the Standard Media Index 2019 report. While most people who follow the industry acknowledge that COVID-19 will certainly impact audiences in 2020, the view is very much that the structural drivers delivering this audience growth will continue unabated once movement restrictions ease. Our strategy to refine Out Of Home across Australia and New Zealand remains consistent. It's a strategy focused on providing advertisers the broadest and most audience-targeted Out Of Home network. We achieved this through being the market leader in data and insights in Out Of Home and through the strength of our relationships with our key agencies and client property partners. Of course, all of this is built on the incredibly strong culture we have at oOh!. Ladies and gentlemen, I expect this to be my final AGM as CEO of oOh!. As you may know, I announced my attention in February to step down as CEO during the year. Given the uncertainty caused by COVID-19, I would remain in the role until at least the end of 2020 and until a new CEO is appointed. But I won't be leaving oOh! completely, I will continue to act as a nonexecutive consulting role to provide ongoing strategic advice to the business. It's been my privilege to lead this great company. I've worked with a great team of people over the 30 years, and I'm looking forward to continuing to be part of oOh! to ensure that the business is well set up for the next stage of our growth. I want to thank everyone who works at oOh!, the Board, the management for their dedication and contribution to the business, particularly over the past few months which have been incredibly challenging for everyone. I also want to thank our shareholders for your support of the business. And finally, our customers, both advertisers and property partners, thank you for your support and, in particular, your support and cooperations, cooperating spirit through COVID-19. Thank you. Stay safe. I'll now pass back to Tony.

Thanks, Brendon. Now we'll move to the resolutions in the meeting itself. The notice of the meeting was duly given, and the meeting has been properly convened, so I will take the notice of meeting as read. In terms of procedures and details, before moving on to the various resolutions to be considered today, I would like to draw your attention to the voting and question procedures for today's meeting, which are shown on the screen. Given this is a virtual meeting, please pay close attention to the slide. In order to vote or ask a question during the meeting, you will have to register for a voting card. You can do this by clicking on the Get a Voting Card box at the top and bottom of the site. You will need to enter your shareholder number and post code or proxy number. Please note that only shareholders, proxyholders or shareholder company representatives may vote. Eligible shareholders will be able to cast their vote for, against or abstain for each resolution during the meeting. Once you finish voting on all resolutions, you must submit your vote by clicking on the Cast Vote or Cast Partial Vote button at the bottom of the page. You will be able to edit your votes by clicking the edit card until voting is closed at the end of the meeting. You'll be given 5 minutes at the end of the meeting to finalize your voting. A countdown timer will appear at the top of the page so you know how much time is left to cast your vote. [Operator Instructions] We will attempt to answer all questions raised during the meeting. But if the same or a similar question is received multiple times, we will only answer the question once. Most of the questions received before the meeting have been addressed in the CEO and Chair addresses. Given the new technology, we will now pause for a few minutes to allow shareholders' time to submit questions. Please note, we will also pause briefly during each resolution for questions. We will address general questions after the pause and any questions specific to a resolution during consideration of the relevant resolution. Please submit your questions now.

We have 2 questions. First, a presubmitted question from shareholder, [ Mark Gabriel ]. What steps and strategies are being put in place to future-proof the business?

Thanks for that question, Mark. I think two big things that are occupying the Board and management at the moment. The first is to make sure that we manage as appropriately as we can through the difficult initial stages of the COVID period, as Brendon discussed earlier, being incredibly focused on costs and what we're spending and being as prudent as we can. And the second is making sure that when we come out on the other side of this, we'll be the same business with the same strategic assets that we had going in and those assets, we think of as being staff and our commercial relationships with our commercial partners. So as we've said in the long term, we see terrific opportunities for Out Of Home, and we are going to manage the short-term challenges to ensure that we can position ourselves best for the long term. Thank you, Mark.

The second question is from [ Gary Barton ], a representative from the Australian Shareholders' Association who holds proxies on behalf of its members. And his question is, has the acquisition of Adshel being a success? It does not reflect in the bottom line.

I'll pass that one to Brendon.

Thanks, Gary. Obviously, as previously stated, when we raised the capital to purchase Adshel, we had benchmarks on EBITDA that we would achieve in the first 12 months that were all achieved. We also had targets for long-term cost-outs of $16 million. And we have confirmed they have been achieved. The strategic value in the acquisition has not changed, and we still believe strongly that it fits the long-term strategic value and short-term strategic value that oOh! has for Out Of Home. But of course, every Out Of Home format has been affected by COVID-19, and that is obviously unprecedented, but the strategic value and the medium to long-term strategic value of the acquisition still remains intact.

No further questions have been submitted at this time.

Thank you. Thanks, Brendon. If that's the case, we will move on to the consideration of reports. And we come to the matters of -- for formal consideration at the meeting today. All resolutions being put to this meeting will appear on your virtual voting card. You will be able to vote on the resolutions at any stage during the meeting, but I will prompt you to record your votes throughout the meeting. As noted earlier, once you are finished voting on all resolutions, you must submit your vote. Once submitted, you may still edit your votes until voting closes by selecting the edit card and then resubmitting your voting card. The 2019 annual report contains the financial report, director's report and the independent auditor's report. A copy of the annual report was made available on the company's website loaded to the ASX and was sent electronically or in hard copy to shareholders. The financial statements have been approved by the directors and audited by KPMG. The first item is the receipt and consideration of the financial reports of oOh!media. This is not a resolution. I will take the financial reports as read. At this time, I would like to invite shareholders to ask the auditor questions relevant to the conduct of the audit and the preparation and content of the auditor's report. We will pause briefly to allow for questions. Please submit any questions on item 1 now.

Chair, there's one question on item 1. [ Gary Barton ] of the Australian Shareholders' Association asks, the adoption of the rem report -- on the adoption of the rem report, why is the company paying its short term incentive in cash and not equity?

I don't need Trent for that one. I can quickly answer that, Gary. The company is not paying any short-term incentives.

Thank you. There are no further questions, Chair.

Okay. Thank you. There are 9 resolutions in total. We will discuss and vote on each resolution in turn. In accordance with the company's constitution and as set out in the notice of meeting, as Chair, I have determined that voting on each of the resolutions will be conducted via poll. The result of the polls will be declared and released to the ASX as soon as possible after the conclusion of the business of this meeting. Each resolution is to be considered as an ordinary resolution and, as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. I now declare the poll open. Where the Chair has been appointed as proxy, the Chair intends to vote all undirected proxies in favor of each resolution. We'll move to resolution #1, which is the adoption of the remuneration report. So resolution 1, regarding the oOh!media limited remuneration report. This report was contained within the 2019 directors' report, which is available as part of the 2019 annual report on the company's website and was loaded to the ASX and sent electronically or in hard copy to shareholders. Further details about the resolution are also contained in the explanatory memorandum that accompanied the notice of meeting. This vote is advisory only and is not binding on the company or the directors. The resolution and votes are set out on the current slide. Please note, we will exclude any votes cast on resolution 1 by or on behalf of any key management personnel or a closely related party whose remuneration details are included in the report. We will pause briefly to allow for questions on resolution 1. Please submit any questions now.

Chair, no further questions have been submitted on this resolution.

Thank you. As there are no further questions, I now put resolution 1 to the meeting. Please now record your vote by selecting the for, against or abstain box against resolution 1 on the voting card. [Voting]

Resolution #2 is the election of Director, Mr. Tim Miles. The resolution is that Mr. Tim Miles, who retires by rotation in accordance with the company's constitution and, being eligible, is elected a director of the company. The resolution and votes are set out on the screen behind me. I'll ask Tim to address the meeting about his election.

Thank you, Chair. Fellow shareholders, it was a privilege to be appointed to the Board of oOh! in May of last year. I've had the pleasure of serving as an independent director. I'm a member of the Audit Risk and Compliance Committee, and I've recently been appointed Chair of the newly founded Technology Committee. I have an extensive background in technology, digital and commercial gathered during the past 30-plus years. These include CEO of Spark Digital, CEO of Vodafone New Zealand; CEO of Vodafone U.K. and Group Chief Technology Officer for Vodafone plc, the group. More recently, I'm serving on the Boards of New Zealand's largest energy retailer, Genesis; a finance company, UDC; technology start-up, Nyriad; and a not-for-profit charity, Gut Cancer Foundation. Only 2 of these businesses, being oOh! and Genesis, are publicly listed with the associated workload. I'm pleased to confirm that I have the time to devote to oOh! on behalf of shareholders. Today's business environment is being challenged by a pandemic at a pace and magnitude that is unprecedented. Directors do not draw on experience and insights that are in exact parallel to the situation we find ourselves in. However, the record changes in digital and technology have caused huge disruption and, at the same time, have created opportunity. I've seen or been part of organizations that have quickly reshaped themselves, adjusted and succeeded in a new set of circumstances. And conversely, I've also observed organizations fail to respond appropriately with the inevitable decline in performance. I believe that these experiences will be valuable to oOh! as we shape the future with a clear objective of increasing shareholder value. And I would greatly appreciate your support to continue the work we've begun. Thank you for your consideration. Mr. Chair.

We will pause briefly now to allow for questions on resolution 2. Please submit any questions now.

Chair, one question had been submitted before Tim spoke. And this was -- said that Tim Miles has stated his workload is manageable with joining the oOh!media Board. Gary Barton of the Australian Shareholders' Association asks that states he'll be on 4 Boards, including this one. He's also chair of the Gut Cancer Foundation. In the current situation, his workload seems excessive, how will he add value to the organization?

Gary, thank you for the question. I think in Tim's address, he has actually covered specifically both of those things. He does have time -- regards himself as having time, and I think he's been clear about the value he adds. And I'd certainly add as his chair, that his commitment to the company in terms of time has been generous in the last little while. And so I have no concerns over each of those. Thank you for the question.

Chair, there are no further question.

Thank you. As there are no more, I put resolution 2 to the meeting. The directors with Tim Miles abstaining unanimously recommend that directors that -- can I do that again? Recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 2 on the voting card. [Voting]

Thank you. Resolution 3 relates to the election of Philippa Kelly. It is that Philippa Kelly, who retires by rotation in accordance with the company's constitution and, being eligible, is elected a director of the company. Resolution and votes are set out on the screen behind me. I'll ask Philippa to address the meeting about her election. Philippa?

Good morning. I'm Philippa Kelly, and I'm very pleased to be standing for reelection to your Board today. I joined the oOh! Board last September after 20 years of corporate experience in property, most recently running Melbourne's largest private commercial office business, which owns and manages a portfolio of assets worth over $1.2 billion. I've worked in both ASX-listed and private company in the hotel, retail and commercial property sectors and held a range of roles across funds and asset management, acquisitions, corporate finance and investor relations. My early career was as a lawyer and then moved into investment banking, specializing in mergers and acquisitions and equity market raisings. The most relevant attributes, I believe, I bring to the oOh! Board are, first, ASX-listed director experience, as the Chair of Lifestyle Communities, and that brings the current working knowledge of corporate governance and stakeholder expectations, and I have a real focus on managing risk. Secondly, my property experience, to leverage management of oOh!'s assets and its commercial partnerships to grow its revenue share. And thirdly, transactional and capital management expertise. As a full-time non-executive director, I'll confirm I have the time and I'm committed to fulfilling my role in working with the oOh! Board. And I thank you for your support.

Thanks, Philippa. We will all now again pause briefly to allow for questions on resolution 3. Please submit any questions now.

Chair, no questions have been submitted on resolution 3.

Thank you. I now put resolution 3 to the meeting. The directors, with Philippa Kelly abstaining, unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting before against or abstain box against resolution 3 on the voting card. [Voting]

Thank you. We'll move on to Resolution 4, which relates to the election of David Wiadrowski. The resolution is that he who returns -- who retires by rotation in accordance with the company's constitution and, being eligible, is elected a director of the company. The resolution and votes are set out on the screen behind me. Again, I'll ask David to address the meeting about his election.

Thanks, Tony, and good morning, fellow shareholders. I'm very delighted to offer myself for reelection to the oOh!media Board of Directors. Having been a senior assurance partner at PwC for more than 25 years, I bring significant experience and knowledge in financial reporting, technical accounting and audit. I led the audits of a number of major media companies at PwC, including APN Outdoor, EYE Corp, 2 of oOh!media's previous competitors. Network Ten, Seven West Media, APN News & Media and the IPG group of media agencies. I also did buy and sell-side due diligence along with a list -- the listing of a number of private to public companies. I therefore bring in-depth and very relevant hands-on industry knowledge to the oOh! media Board. I was also responsible for PwC's technology, media and telco practice for 10 years and was a key spokesperson through PwC's well-regarded entertainment and media outlook report, which is produced every year. For 6 years, I was also the Chief Operating Officer of the assurance practice at PwC which is its largest individual business, containing 160 partners and over 2,000 staff, so again, bring hands-on experience of running a business. I currently sit on 4 public company boards and 1 non-for-profit advisory board. I believe I have the time and capacity to manage all of these commitments, and this is clearly reflected in my attendance record at all board meetings and all committee meetings across all of those boards. I look forward to your support today and working with you and my fellow directors and management to continue the success of oOh!media going forward.

Thank you, David. We will pause briefly now to allow for questions on resolution 4. Please submit any questions now.

Chair, one question was submitted by [ Gary Barton ] of the Australian Shareholders' Association prior to David speaking. The question is that David has stated that his workload is not excessive, but he's currently a director and chair of the listed Vocus Group Limited and Life360 and the director and chair of the Audit Committee of carsales.com. In the current situation, his workload seems busy.

Again, [ Gary ], thank you for the question. I think, again, David has explicitly addressed exactly this point in the address that he's just given. And again, I would say, as chair, during an extremely busy period for oOh!media in the last few months, David has been -- has contributed more than necessary rather than less. So it's not a concern we would have. If there are no further questions, I'll now put resolution 4 to the meeting. The directors, with David Wiadrowski abstaining, unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 4 on the voting card. [Voting]

Thank you. We'll move on to resolution 5, which relates to the election of Mick Hellman. The resolution is that Mick, who retires by rotation in accordance with the company's constitution and being eligible, is elected a director of the company. The resolution and votes are set out on the screen behind me. I'll ask Mick to address the meeting about his election. Mick?

Good morning, fellow shareholders. I am delighted to have a chance to address you and offer myself [ for election ]. My firm, HMI Capital, has been an oOh! shareholder since early 2017, and HMI previously invested in a number of outdoor advertising companies globally, including [indiscernible] , Ströer, a German company, Clear Channel Outdoor and [indiscernible] advertising in the United States, reflecting our favorable point of view on growth prospects for the industry over the long term, remain a believer. In terms of Board experience, I've been a director of a number of companies, including nearly 10 years as nonexecutive chairman of Blackbaud, Inc., a software and solutions company non-profit organizations and, most recently, as a director of LPL Financial, a leader in the retail financial advice market and the U.S.'s largest independent broker dealer. I have no other company boards at this time, and I have time and energy to work on this board. Through my involvement with oOh!'s largest shareholder, HMI Capital, I have a very strong alignment of interest with other shareholders in achieving the best performance possible. I understand that as an oOh! director, I am here to represent the interest of all shareholders, not just HMI. I will work to use all of my relevant experience and contacts to make oOh!media stronger. I look forward to earning your support as we work to build oOh! toward the future. And I look forward at some point to be able to visit you in person when the flight restriction's ended. Thank you very much, and thank you for considering me.

Thank you, Mick. We will pause briefly now to allow for questions on Resolution 5. Please submit any questions now.

Chair, no questions have been submitted on resolution 5.

Thank you, in which case, I now put resolution 5 to the meeting. The directors with Mick Hellman abstaining unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 5 on the voting card. [Voting]

On to resolution #6. This relates to increasing the maximum number of directors from 7 to 9. The approval of shareholders is being sought to increase the maximum number of directors to 9. Further details about the resolution are contained in the explanatory memorandum that accompanied the notice of meeting. The resolution and votes are set out on the screen behind me. We will pause briefly to allow for questions on resolution 6. Please submit any questions now.

Chair, no questions have been submitted in respect to resolution 6.

Thank you. I'll now put resolution 6 to the meeting. The directors unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 6 on the voting card. [Voting]

Thank you. We'll move on to resolution 7, which relates to the election of Darren Smorgon. As Mick joined the Board, there was a requirement for one of the current directors to stand aside. Darren volunteered, given there was the most overlap between his skill set and Mick's, and we are very grateful to him for doing so. He's a valuable director with a deep knowledge of the company. Resolution 7 is that Darren Smorgon, who offers himself for election and being eligible, is elected a director of the company. This resolution can only be passed if resolution 6, increase of maximum number of directors, is passed by shareholders. In the event, resolution 6 is not passed, resolution 7 will be withdrawn and votes discarded. The outcome will be included in the results released to the ASX. The resolution and votes are set out on the screen behind me. I'll ask Darren, if he wouldn't mind, to address the meeting about his election. Darren?

Hi, everybody. Given I have been an oOh! director for almost 9 years and a chair of the rem and Nomination Committee for the last several years, I think I'm well known to a number of you, and my bio has been in each of the annual reports of oOh!media since its relisting. It's my pleasure to put my hand up to remain a director of the company, given it is a business I have had a long involvement with. By way of background, I led the privatization of oOh!media when I was an investment director at CHAMP Private Equity. And since leaving CHAMP about 5 years ago, I've remained on the oOh! Board initially as a non-independent director and then as an independent director after CHAMP had subsequently sold out its holding. Given my private equity background, I have relatively strong M&A and valuation skills and have typically taken a lead role in working with the management team on acquisition opportunities that the company has considered. Outside of oOh!media, I have chaired ASX-listed Swift Media. I chair a co-working operator called Hub Australia and also I'm a director of several other businesses, which the family office that I run have significant investments in. I've rarely missed a meeting of any type since my initial appointment as a director, and I confirm I have the capacity to continue in my role as director if approved. I appreciate your consideration in relation to this appointment. Thank you.

Thanks, Darren. We will pause briefly now to allow for questions on resolution 7. Please submit any questions now.

Chair, no questions have been submitted on Resolution 7.

Thank you. I now put Resolution 7 to the meeting. The directors unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 7 on the voting card. [Voting]

Thank you. We move to resolution 8, which relates to increasing the maximum aggregate remuneration of nonexecutive directors. The approval of shareholders is being sought to increase the nonexecutive director fee pool. Further details about the resolution are contained in the explanatory memorandum that accompanied the notice of meeting. The resolution votes are set out on the screen behind me. We will pause briefly now to allow for questions on resolution 8. Please submit any questions now.

Chair, no questions have been submitted on resolution 8.

Thank you. I now put resolution 8 to the meeting. The directors unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 6 (sic) [ 8 ] on the voting card. [Voting]

Thank you. Resolution 9 relates to refreshing the company's placement capacity. The approval of shareholders is being sought to refresh the company's placement capacity by approving the issue of ordinary shares pursuant to the institutional placement completed on the 7th of April, 2020. Further details about the resolution are contained in the explanatory memorandum that accompanied the notice of meeting. The resolution and votes are set out on the screen. We will pause briefly to allow for questions on resolution 9. Please submit any questions now.

Chair, no questions have been submitted on resolution 9.

Thank you. I'll put resolution 9 to the meeting. Please note, we will exclude any votes cast on resolution 9 by or on behalf of a personnel or their associate who participated in the institutional placement subject to resolution 9. The directors unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote by selecting the for, against or abstain box against resolution 9 on the voting card. [Voting]

Thank you. Shareholders are reminded, they can submit their vote online until 5 minutes after the meeting closes. Results of the poll will be announced to the ASX later today. That concludes the business of the meeting. On behalf of the Board, I'd like to thank you for your support and for your attendance and participation in this meeting. I now declare the meeting closed.