QuickFee Limited (QFE) Earnings Call Transcript & Summary

December 20, 2021

Australian Securities Exchange AU Financials Consumer Finance shareholder_meeting 35 min

Earnings Call Speaker Segments

Bruce Coombes

executive
#1

Okay. Good morning, ladies and gentlemen. I welcome you all to the Annual General Meeting of QuickFee Limited. I'm Bruce Coombes, Executive Director of the company. As Barry Lewin, the Chairman of the company, is unable to be physically present at the meeting, the regulators have appointed me to chair the meeting today. I'd like to introduce you to Barry Lewin, our Non-Executive Chairman; Eric Lookhoff, our Managing Director and Chief Executive Officer; along with Dale Smorgon, a Non-Executive Director and Co-Founder, who all join us via video link. I also would like to introduce Simon Yeandle, QuickFee's Chief Financial Officer and Company Secretary. I acknowledge and thank our auditor, Nicholas Benbow from William Buck, who also joins the via video link to answer any queries in relation to annual report. One of the resolutions to be considered today concerns my election as a director of the company. As I have personal interest in the outcome of that resolution, Simon will take on the chair role for just that resolution. I'm advised that Notice of the Meeting have been properly dispatched and that a quorum of members is present and call the meeting to order. I propose to conduct the meeting in 3 parts. Firstly, I'll hand over to Chairman, Barry Lewin, who'll provide some brief comments about the 2021 financial year for QuickFee. I'll then hand over to Eric Lookhoff, who'll provide a presentation of 2021 financial year, which talks through the QuickFee business in more detail along with an update on the current year-to-date performance. I'll then move to the formal business of the meeting, where there are 7 resolutions to be considered by shareholders today, and these are set out in the Notice of Meeting. An opportunity will be given to shareholders to ask questions about or make comments on the items of business in the agenda of today's meeting. The Board recommends that shareholders vote in favor of all resolutions, other than resolution 1, on the adoption of remuneration report, for which the Board abstains from providing a recommendation in the interest of good governance. I'll now hand over to Barry Lewin to provide some introductory remarks on the 2021 financial year.

Barry Lewin

executive
#2

Thank you very much, Bruce. I'm delighted to welcome you all today as Chairman of QuickFee Limited. I extend a warm welcome to shareholders who are attending in person and online and to my fellow directors. Hopefully, shareholders will have an opportunity to meet our Managing Director, Eric, in person soon enough when border restrictions are finally eased. I also welcome all members of our dedicated management team both in Australia and in the United States. I'm pleased to say that 2021 was another very positive year for your company as we successfully navigated the pandemic and achieved growth across many important metrics. In the United States, which is the market that represents the largest growth opportunity for the business, growth was achieved across all products, merchants and customer numbers, with PayNow transactions up 119% on the prior year and lending up 20%. Once government stimulus measures are factored in, this result is even more credible. We would hope that as U.S. stimulus measures are eased, lending growth will accelerate. The Australian rate of growth slowed coming into financial '21 off the back of lower lending levels as a result of stimulus measures. However, there was a marked recovery in the final quarter of the year as government stimulus began to taper, and this has continued into financial '22, which gives us confidence for a return to pre-COVID-19 lending levels once normality resumes. The company completed a strongly supported share placement and purchase plan of AUD 17.5 million in October 2020, and we invested heavily in both our technology and our team. Among the appointments, key changes were made at the senior management level, with Eric Lookhoff appointed in February to lead and coordinate the initiatives in the U.S. business and subsequently as Chief Executive Officer and Managing Director in July '21. I'd like to acknowledge the seamless transition in that role from our founder, Bruce Coombes. This is a great tribute to the leadership displayed by both Eric and Bruce. A few words about Eric. We knew we needed somebody with U.S. payments experience as we evolved the focus of our business, but with Eric, we found a leader with strong payments expertise and networks and with the strategic nous to convert the foundations that Bruce and Dale created so many years ago into a market-leading, strongly profitable company in the future. Bruce will continue to have a pivotal role with the company, overseeing the Australian operations with a remit that includes responsibility for special projects. Simon Yeandle joined us as the CFO in October and has contributed his significant listed company experience as both CFO and Board Secretary. We've greatly appreciated Simon's broad expertise and formidable work ethic, supporting the enterprise across multiple time zones. Additional management appointments, which upgraded our existing senior leadership team, include Jay Alsup as Chief Marketing Officer in February and, more recently, Aubrey Amatelli as Chief Revenue Officer. Both Jay and Aubrey bring tremendous payments experience to their respective positions, and we look forward to the business growth they will contribute to now and in the future. I'd like to thank the wider QuickFee team for their dedicated efforts in an unprecedented working environment. The work they have performed is sincerely appreciated. My fellow directors and I also wish to express our gratitude to all shareholders, both new and existing, for your support. We are confident you will prosper from your investment in QuickFee in the years to come. We look forward with a great deal of optimism. The combination of structural tailwinds, significant investments in our team and technology and a very large market opportunity positions QuickFee extremely well for the future. I'll now hand to Eric, who will deliver a more detailed presentation of the year just passed and a business update. Thanks, Eric.

Eric Lookhoff

executive
#3

Thank you, Barry. Good morning. I'm pleased to present management's update for our Annual General Meeting. As I shared earlier this year in our annual report and more recently during our Investor Day, QuickFee has accomplished several significant milestones and continues to progress rapidly towards achieving its full potential as a profitably managed, fast-growing payments business. What began in 2009 as a vertically focused lending solution expanded to meet customer demands for bank transfer and credit card acceptance, and this led to the U.S. market expansion in 2016 and subsequent IPO in 2019. We have since successfully launched our buy now, pay later solution and navigated the COVID-19 pandemic. Leveraging the shift in market dynamics over the last 2 years, we've emerged as a full-service payments company, which is where we sit today. So to reach our full potential and optimized market opportunities in both Australia and the U.S., we have undergone many changes during the past financial year and well into FY '22. These improvements cross the entire QuickFee enterprise as we will leave no aspect of the company unimproved or lacking in its ability to contribute to top line growth on a scalable and profitable foundation. I'm delighted to have joined QuickFee during such an exciting and opportunity-filled time and to lead this important next stage in its journey. And it starts with the right talent. We began this organizational transformation by aggressively recruiting a team of deeply experienced, growth-minded payments experts. These included financial service professionals at all levels of the business, across sales and marketing, operations and risk management and product and technology. These additions, combined with our deep pool of professional services industry knowledge, have already contributed greatly to positioning QuickFee for near and long-term success. As Barry mentioned, we were fortunate to have Jay Alsup joined us in February as Chief Marketing Officer and, more recently, Aubrey Amatelli as Chief Revenue Officer. Each has a uniquely valuable perspective, industry network and strategic mindset to the QuickFee senior leadership team. On a strong foundation at the heart of QuickFee are the values that we share: that we bring our humanity to every conversation, that we care for our people and communities and we serve our customers and stakeholders, that we solve before we sell, and that we evolve quickly as business conditions merit. So FY '21 was another year of significant growth in our portfolio despite several headwinds due to the effects of COVID-19. Total revenue was up 4% to AUD 8.8 million while gross profit was increased 11% to AUD 6.3 million. Surplus cash was used to reduce interest on loan bearings -- on loan borrowings in Australia. And a net loss after tax of AUD 8.5 million reflected our investment in future growth in customer acquisition and product development. U.S. lending surpassed USD 15 million, growth of 20% on prior year, and we are now seeing a return to pre-COVID level average transaction sizes in fiscal year '22 and early and positive sign of stimulus abatement. U.S. payment volume grew dramatically to USD 668 million as customers shifted from borrowing to paying in full combined with an accelerated shift to digital invoicing. Australian lending declined 37% on the effects of stimulus measures. And as Barry mentioned earlier, we began seeing a rebound in Australia lending coming into fiscal year '22. Australia payments volume was flat, though this volume does not drive meaningful revenue. It is important to note that we haven't lost customers during this period, simply a shift in payment method. I'll provide an update now on fiscal year '22, what we're seeing so far. During our Investor Day in November, I provided a more detailed understanding of our 2 core lines of business: professional services and a new buy now, pay later solution. Although these focus areas require different go-to-market strategies to be successful, both provide complementary and synergistic consumption of our payment platform and back-office capabilities to scale. As such, a high-level orientation of these bears repeating. I'll start with professional services. The professional service industry remains our primary growth engine in both Australia and the U.S. And indeed, we are seeing exceptional year-over-year growth in payments as well as the beginning of a robust rebound in lending. Our Australia business commands a strong 40% share of the fee funding market with opportunities for organic growth and expectations of profitability. We continue to see a nice opportunity in Australia for continued expansion. Our U.S. business has no peer at the current enterprise level, the market that we serve, with 29% of the top 100 firms and 34% of the top 400 firms on our platform today. U.S. payments for fiscal year '22 was up 42% for Q1 and 62% for Q2 to date. U.S. lending for professional services, while down 9% in Q1, is up 22% in Q2 to date. Important to note is that our merchant-backed lending solution remains a very low-risk product of QuickFee, which will become even more profitable with our recently expanded lower-cost credit facility with Northleaf Capital Partners. Our strategy to continue dominating the professional services space is threefold: first, increase our U.S. market share through further penetration of accounting firm alliances and associations made possible through a return to conference event travel in the U.S.; secondly, increase our share of total firm volume through deeper practice management system integrations with our Connect product; and thirdly, to facilitate and benefit from the industry-wide shift toward digital invoice. I'll provide an update on our buy now, pay later solution. Our BNPL journey began a year ago with the launch of our first installment product, which is secured by the consumers' credit card authorization. Over the past year, we have improved upon this initial version, greatly expanding its usability, marketability and profitability. So winning with this product in the U.S. requires an understanding of how differently merchant payment acceptance services are distributed in this region. Not directly through banks is in Australia but largely through private independent sales organizations or ISOs. In September, we formally launched a faster-growing go-to-market strategy, leveraging the ISO market to distribute our BNPL solution to service-based merchants in the U.S. With 49 ISO partners signed during Q1 and 59 signed in Q2 to date, we have begun creating an addressable market of over 150,000 potential merchants. In this strategy, ISO partnerships are first signed, implemented and then trained. Subsequently, merchant acquisition is then followed by activation, utilization and processing volume and, of course, revenue. So first, we want to see the uptick in ISO signed, which we've begun to see. Additionally, in November, we were pleased to announce a long-term partnership with Australian home servicer franchisor, Jim's Group, to operate the Jim's payment plan as a customized, white-label version of our BNPL solution. This partnership further strengthens our BNPL product and lays the groundwork for additional enhancements in the U.S. over time. In Q2 through November, our BNPL merchant portfolio represented an annualized backlog of AUD 6 million of lending and AUD 0.5 million of gross revenue. Merchant sign-ups continue to increase and is -- and as has transaction velocity, which is a key indicator of utilization. We're now beginning to see the early signs of U.S. merchant application volumes stemming from these initial ISO partnerships and anticipate the volume and the portfolio to grow more rapidly over the remainder of FY '22 and into FY '23. As Barry mentioned, we have made substantial investments in our platform and the operating infrastructure to grow rapidly and scale. Our core platform development work is nearing completion, with migrations off our legacy system planned for the second half of FY '22. In July, through partnerships with SALIX Data and BlueSnap, we began development of our online merchant application platform launched into production in September. This backbone created a fully automated underwriting and onboarding capability complete with a full suite of risk management tools, allowing QuickFee to acquire merchants at scale. Additionally, we are modernizing the user experience, including new transaction management interfaces, deeper software integrations and a fresh new website which launches after the new year. We fully transformed our operations as well, improving underwriting and transaction validation, creating new sales enablement workflow and automating client onboarding. As I mentioned earlier, we recently expanded our lending capacity by 250% in anticipation of a return to pre-COVID lending levels, which we're beginning to see and with additional growth in the U.S. and the success of our BNPL strategy. The -- This USD 70 million multicurrency facility includes a $40 million first lien and an accordion to expand an additional USD 30 million. The financing terms are attractive given our historically low-risk portfolio. So our outlook and priorities. In professional services, our U.S. payments volume is up 62% in the quarter-to-date with November achieving a new record. Now seasonality typically sees records in May of each year. So this sets up nicely for a second half of our fiscal year. U.S. lending for professional services is up 22%. And when combined with our buy now, pay later volume, total lending is up 40% for the quarter-to-date. AU lending is up 24%. Our BNPL ISO sign-ups continue to grow with a strong quarter-to-date, with merchant count increasing as well. Our current run rate processing backlog in the U.S. sits at USD 3.5 million, an increase of 52% in just the past 2 months. Our focus remains on growing our core AU and professional services base, penetrating a greater share of our customers' total volume through deeper integrations, accelerating our BNPL strategy through ISO partnerships and improving our unit economics through scalable automation. To best align with our go-to-market strategies in professional services and buy now, pay later and to assure properly concentrated investment of capital. Effective 1 December, we conducted a moderate reduction in force, eliminating 10 positions which were redundant as we leveraged more scalable distribution strategies, as I've outlined here. This reduces our annual existing cash firm by AUD 1.8 million at a onetime expense of AUD 0.3 million. Additionally, this alignment included the elimination of certain open positions originally anticipated in our fiscal year '22 staff hiring plan, which are now redundant and a step down of our technology spend by as much as 40% between now and through FY '23, commensurate with completion of the remaining development of our processing platform. For these reasons and with growth projections, we expect a steady reduction in cash burn for the remainder of FY '22 and FY '23 and remain sufficiently capitalized well into FY '23. I'll conclude my presentation with these sentiments. We have a confident team of experts aligned with the right strategies. We are leveraging a dominant position in professional services, benefiting from market tailwinds which are driving growth, and we will execute smartly on a winnable way forward in a rapidly growing buy now, pay later space. I'd like to recognize and thank our employees for their unending commitment to our clients and each other during a year of substantial change. Additionally, I'm grateful for the consistent support of our Board of Directors and for their counsel. And lastly, most importantly, I'm incredibly thankful to our shareholders for your support and your trust and investment and look forward to delivering on QuickFee's many opportunities in the future. I'll now hand back over to the meeting Chair, Bruce Coombes.

Bruce Coombes

executive
#4

Thanks, Eric. We'll now move on to the formal part of today's meeting. The Notice of the Meeting has been circulated to all shareholders. I'll take the Notice of Meeting as having been read. All shareholders have had an opportunity to submit voting instructions via proxy. And before each resolution is put to a vote, we will display the proxy voting instructions on the screen for your information. Proxy voting instruction forms received are held by the Company Secretary and available for inspection. Voting on each resolution today's meeting will be conducted by a poll immediately prior to the conclusion of the meeting. There are no people physically present. Shareholders who are viewing the meeting via webcast will not be able to vote in real time. There will be an opportunity for shareholders and representatives who are actually physically present, of which there are none, to ask questions related to resolutions. I present for discussion the annual report of the company, comprising the financial statements, the directors' report and independent auditors' report of the company for the financial year ended 30 June 2021. The company's annual report was released to the market on 26 August 2021, and is available on the company's website. There is no requirement for resolution that the annual report be adopted. We would normally take questions from the room. There are no shareholders physically present. I therefore now propose we move to the resolutions we put to shareholders. The first item of business relates to the adoption of the remuneration report for the year ended 30 June 2021, as set out on Pages 19 to 31 of the 2021 annual report. I invite Barry Lewin to provide the background to this resolution.

Barry Lewin

executive
#5

Thanks, Bruce. Shareholders should note that this resolution is advisory only and does not bind the directors or the company. However, if more than 25% of the votes cast on this resolution are no votes and should the company receive 25% or more no votes on the remuneration report tabled in next year's Annual General Meeting, the company would then be required under the Corporations Act to put a further resolution to members at that meeting to convene a subsequent meeting of members at which all directors of the company would be required to stand for reelection. In accordance with the ASX Listing Rules and the Corporations Act, the company will disregard any votes cast on this resolution by or on behalf of any member of the key management personnel of the company whose details are included in the remuneration report or a closely related party of any key management personnel subject to the exceptions set out on Page 3 of the Notice of Meeting. Back to you, Bruce.

Bruce Coombes

executive
#6

Okay. The total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown on the screen. The exact wording of resolution 1 is set in the Notice of Meeting, and I put that resolution to the meeting. The second item concerns my reelection as a director. In accordance with the ASX Listing Rules, I will now defer the chairing responsibilities for resolution 2 to our Company Secretary, Simon Yeandle, given that I'm the subject of the resolution.

Simon Yeandle

executive
#7

Thank you, Bruce. Resolution 2 concerns the election of Bruce Coombes as Executive Director of the company. The Board appointed Bruce Coombes as the Managing Director of the company on 15th of February 2018. On 1st of July 2021, Bruce Coombes transitioned from Managing Director to Executive Director of the company. The constitution and ASX Listing Rule 14.4 provides that a director must not hold office without reelection post the third Annual General Meeting following the director's appointment or 3 years, whichever is longer. This rule does not apply to the Managing Director. Resolution 2 provides for the election of Bruce Coombes as a Director of the company in accordance with Clause 14.2 of the Constitution and ASX Listing Rule 14.4. Having been Managing Director of the company until 30th of June 2021, Bruce Coombes has not previously been elected as a director of the company. Bruce Coombes retires from office at the conclusion of the meeting and, being eligible, offers himself for election as a director of the company. If shareholders do not approve the election of Bruce Coombes, then Bruce Coombes will cease to be a director at the conclusion of the meeting. Biographical background information about Bruce Coombes is set out in the Notice of Meeting. The total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown on the screen. The exact wording of resolution 2 is set out in the Notice of Meeting, and I'll now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting.

Bruce Coombes

executive
#8

Thanks, Simon. The next slide on the agenda is the reelection of Dale Smorgon as a Non-Executive Director of the company. I invite Barry Lewin to provide the background to this resolution.

Barry Lewin

executive
#9

Before I provide the background, I should just note that whilst Bruce has indicated that there are no shareholders present, there are shareholders. They're staff shareholders. So we do have a quorum that's required, just no outside shareholders physically present. I thought that was important to clarify. So in relation to resolution 3, ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each Annual General Meeting. The constitution sets out the requirements for determining which directors are to retire by rotation at an Annual General Meeting. Dale Smorgon, who has served as a Director since 15 February 2018, retires by rotation and seeks reelection. Resolution 3 provides for the reelection of Dale as a director of the company in accordance with the constitution and ASX Listing Rule 14.5. Dale retires from office at the conclusion of the meeting and, being eligible, offers himself reelection as a director of the company. If shareholders do not approve the reelection of Dale Smorgon, then Dale will cease to be a director at the conclusion of the meeting. Biographical background information about Dale is set out in the Notice of Meeting. Back to you, Bruce.

Bruce Coombes

executive
#10

The total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown the screen. The exact wording of resolution 3 is set in the Notice of Meeting, and I put that resolution to the meeting. The next item on the agenda is the approval to issue performance rights to Eric Lookhoff, Managing Director and Chief Executive Officer of the company, on an existing employee incentive scheme called the QuickFee Performance Rights and Option Plan, or the Plan, adopted prior to QuickFee listing on the ASX in July 2019. I now invite Barry Lewin to provide the background to this resolution.

Barry Lewin

executive
#11

Thanks, Bruce. Following a detailed review of the Board of the remuneration of Eric Lookhoff previously announced to ASX on 9 June 2021 under the title Chief Executive Officer Transition and Trading Update, the company is proposing to issue up to a maximum of 2,483,957 performance rights to Eric under the Plan. In the Board's view, the performance rights being granted to Eric link the ultimate value of the performance rights to the continued growth of the company and therefore provide an incentive for him to ensure the company continues to deliver sustainable growth and shareholder value. ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under an employee incentive scheme to a director of the company. The purpose of resolution 4 is for shareholders to approve the issue of 2,483,957 performance rights to Eric or his respective nominees under the Plan. In accordance with the ASX Listing Rules and the Corporations Act, the company will disregard any votes cast on this resolution by all persons referred to in ASX Listing Rule 10.14 who are eligible to participate in the Plan, which includes Eric and each other director of the company and any associate of those persons and any member of the key management personnel of the company or their closely related parties as a proxy, subject to the exceptions in Page -- on Page 4 of the Notice of Meeting. Thanks, Bruce.

Bruce Coombes

executive
#12

Before I put the motion to a vote, I advise the total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown on the screen. The exact wording of resolution 4 is set out on the Notice of the Meeting, and I now put that resolution to the meeting. The next item on the agenda is the approval to issue share options to Neu Capital Australia Pty Ltd. I invite Barry Lewin to provide some background to this resolution.

Barry Lewin

executive
#13

Neu Capital Australia was engaged during the financial year ended 30 June 2021 to provide corporate advisory services for the company during the period, 1 July 2020 to 30 November 2020. A component of their agreed fee for these services was to be in the form of a grant of options over shares in the company. Neu Capital was required to provide the services in support of the channel partnership with Splitit Payments Ltd. In consideration for these services, the company agreed to issue 500,000 options to Neu Capital. The options will only vest and be exercisable subject to meeting applicable performance conditions based on the volume of loans that are processed by QuickFee through the Splitit channel partnership during the first 3 years from the date of the first funds flow under the loans. If resolution 5 is not passed, the company will not be able to proceed with the issue of options and the company may be required to renegotiate the issue with Neu Capital or may be required to pay cash sum in lieu of the issue of options. The purpose of this resolution is for shareholders to approve the issue of 500,000 options to Neu Capital. In accordance with the ASX Listing Rules and the Corporations Act, the company will disregard any votes cast on this resolution by or on behalf of Neu Capital and any other person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue subject to the exceptions set out in the Notice of Meeting. Thanks, Bruce.

Bruce Coombes

executive
#14

Barry, before I put the motion to a vote, I advise the total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown on the screen. The exact wording of resolution 5 is set out in the Notice of Meeting, and I put the resolution to the meeting. The next item on the agenda is to approve and adopt performance rights and option plan, also referred to as the Plan. I invite Barry Lewin to provide the background to this resolution.

Barry Lewin

executive
#15

Thanks, Bruce. QuickFee has an existing employee incentive scheme called the QuickFee Performance Rights and Option Plan, under which certain eligible employees and directors of the company may be granted performance rights and options. The plan was adopted prior to QuickFee listing on ASX in July 2019 and relies on a former exception to ASX Listing Rule 7.2 available in respect of an employee incentive scheme established before a listed company was listed. A minor change was made to the Plan on 8 November 2021 to facilitate employees electing to receive some or all of their short-term incentive awards or other bonus or salary payments in the form of performance rights or options under the Plan, where invited to do so by the company. The purpose of resolution 6 is for shareholders to approve and adopt the Plan and authorize the directors to do all things necessary to operate the Plan, including making such modifications as the directors consider appropriate to take account of any applicable regulatory requirements and best practice; and to authorize directors to establish and do all things necessary to operate such further plans for the benefit of employees in different jurisdictions based on the Plan, subject to such modifications as may be necessary or desirable to take account of overseas securities laws, exchange control and tax legislation provided that any ordinary shares of the company made available under such further plans are treated as counting against any limits on individual or overall participation in the Plan. In accordance with the ASX Listing Rules and the Corporations Act, the company will disregard any votes cast on this resolution by or on behalf of any person who is eligible to participate in the performance rights and option plan or an associate of those persons subject to the exceptions set out in the Notice of Meeting. Thanks, Bruce.

Bruce Coombes

executive
#16

Before I put the motion to a vote, I advise the total number of valid proxies, which have been received and recorded and are exercisable to the resolution, are shown on the screen. The exact wording of resolution 6 is set out in the Notice of Meeting, and I put that resolution to the meeting. The last item of business relates to the approval to refresh the company's 10% placement capacity. I invite Barry to provide further background information to this resolution.

Barry Lewin

executive
#17

ASX Listing Rule 7.1A enables eligible entities to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a 12-month period after the AGM. This is in addition to the existing 15% placement capacity committed by ASX Rule 7.1. The company is an eligible entity as it is not included in the ASX 300 and it has a market capitalization of less than $300 million. If this resolution 7 is approved, the company will have the benefit of the additional 10% placement capacity even if it subsequently ceases to be an eligible entity in the following 12 months. Accordingly, resolution 7 is seeking approval by -- of shareholders by special resolution for the issue of up to the number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2 at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine on the terms as set out in the Notice of Meeting. The effect of resolution 7 will be to allow the directors to issue equity securities under ASX Rule 7.1A during the 12 months after this meeting without using the company's 15% placement capacity under ASX Rule 7.1. Thanks, Bruce.

Bruce Coombes

executive
#18

Before I put the motion to a vote, I advise the total number of valid proxies, which have been received and recorded and are exercisable to this resolution, are shown on the screen. The exact wording of resolution 7 is set out in the Notice of Meeting, and I put that resolution to the meeting. As no shareholders are physically present today, the votes are effectively -- as has -- have been shown on the screen throughout this meeting. The votes have been counted, and I declare that each resolution has been passed by the requisite majority. The exact results of voting on each resolution have been displayed on the screen now. These results will be announced to the ASX following the meeting. Ladies and gentlemen -- okay. So that's the results basically in line with all of the proxies. That now concludes the formal business of the meeting. Thank you, everybody including the directors, for your attendance. I declare the meeting closed.

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