QuickFee Limited (QFE) Earnings Call Transcript & Summary

Good afternoon, everybody. Welcome you the AGM of QuickFee Limited. I'm Dale Smorgon, the Chairman of the company. I'd like to introduce you all to Bruce Coombes, Executive Director and Managing Director of Australia, who joins us here in Sydney; Mike McConnell, Non-Executive Director, who joins us via the Zoom link or Teams link, which everyone we're on today. Thanks, Mike. I'd also like to introduce Simon Yeandle, QuickFee's CFO and Company Secretary, who is here with us in person. And Jennifer Warawa, QuickFee's North American President, who joins us from our Dallas office. I'd like to acknowledge and thank our auditor, Alan Finnis from William Buck, who also joins us via video to answer any queries in relation to the annual report. I just ask all attendees to turn their mobile phones to silent for the remainder of the meeting. I'm advised that the notice of meeting had been properly dispatched and that the quorum of members is present and call the meeting to order. I propose to conduct the meeting in 3 parts. First, I'll provide some comments about the 2023 year. And then I'll hand over to Jennifer and Simon, who will talk a bit more detail about present -- give a presentation on the financial year we've just seen. And they will then provide also an update on the current year-to-date performance. I'll then move to the formal business of the meeting. There are 6 resolutions to be considered by the 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 the business on the agenda for today's meeting. The Board recommends that shareholders vote in favor of all resolutions other than resolution 1 on the adoption of the remuneration report for which the Board abstains from providing a recommendation in the interest of good governance. So on behalf of the Board, I'm certainly pleased to welcome everybody here today and give my fellow directors a warm welcome. I welcome members of our dedicated management team from both Australia and the United States who are dialing in. It's my pleasure to present the financial results for the year ended June 30, 2023, in which we delivered a strong set of financial results in addition to further strengthening our management team and refining our growth strategy, which really was a refocusing on our core professional services, both in our lending and payment offerings. In the second half of financial year '23 and moving into FY '24, we've seen clear evidence that we are now reaping the benefits of the considerable investment in product development in recent years to deliver both transaction volume and yield growth on a lower cost base. We've always maintained the demand for our lending solutions would remain strong in more challenging economic conditions. We saw this in FY '23, and we're continuing to see strong demand into FY '24 as our clients want solutions to protect and to preserve their cash. In the year just gone, we delivered record results across all key metrics. Total group revenue was up 37% to $14.8 million. This was primarily driven by record financing volumes in both the U.S. and Australia at increasing revenue yields. We delivered 24% growth in U.S. Finance volumes at an increase of 150 basis points and 22% growth in Australian Finance volumes at an increase of 130 basis points due to renewed focus on our higher-margin lending products. In FY '23, we significantly improved our operating profitability and at the NPAT and EPS level by removing all nonessential costs from the business with operating expenses down 21% on the prior year. In FY '23, we put the foundations in place for scalable growth. We continued to invest in proprietary technology, and our development strategy will be further enhanced under the leadership of our new CTO, Mr. Dave Moore. We continued to increase the QuickFee Connect integrations with practice management solutions, and we have made good progress on establishing a multitude of new partnerships, which Jennifer can talk to shortly. Importantly, we made key leadership appointments in FY '23, including, of course, Jennifer as our President of North America, who has been with us for just 1 year. In fact, today is the anniversary of her joining the business. Under Jennifer's leadership, our U.S. growth strategy has been further refined, and we remain as confident as ever on the strategic growth potential for QuickFee in the U.S. market. When we reported our FY '23 results in August this year, we told investors that we were at an inflection point in revenue and earnings and tracking towards operating profitability in FY '24. And I'm pleased to report that this remains the case. We've since announced a very strong Q1 result with group revenue up 31% on the prior corresponding period, U.S. Finance revenue up 62% on the prior corresponding period and Australian Finance revenue up 54% on the prior corresponding period, in addition to increasing yields across the portfolio. Strong results indeed. In addition, we recently expanded our funding facilities to support our growing legal disbursement business in Australia. And the outlook for continued growth in that part of the business remains positive. The strong momentum has continued into Q2 with October lending at record levels in the U.S. So we are back on track, and we have a strong first half and expect to see the second half results to be even better. We continue to successfully execute on our plan for scalable growth, and we remain tracking towards operating profitability in FY '24. The Board is confident we have the right leadership and management in place to drive growth across both our Australian and U.S. markets. At this time, I'd like to thank the entire QuickFee team for their hard work and dedication in what has been another busy year. My fellow directors and I would like to also thank our shareholders for their ongoing [ support. We remain optimistic that QuickFee is well ] positioned to scale its operations and its earnings over the years ahead. I'll now have Simon and Jennifer, who can deliver a more detailed presentation on the year just gone and provide a business update. Simon?

Thank you, Dale, and hello, everyone. We are pleased to present management's update for our Annual General Meeting. I'll run through the financial highlights for FY '23 first. All financial figures are in Australian dollars. Revenue from the Finance product was up 47% to $7.8 million, and revenue from payments was up 27% to $7 million, bringing total revenue for the year to $14.8 million, up 37% on FY '22. Gross profit was up 24% to $9.4 million. Operating expenses were down 21%, which led to adjusted EBITDA being up 48% to negative $6.6 million. Adjusted EBITDA is the usual statutory definition of EBITDA but after deducting interest expense on our loan book borrowings. Our net profit after tax showed a 40% improvement to an $8.1 million loss. Our operating cash flow improved by $6.8 million. Our loan book balances grew 31% to a total of $43.2 million, and we once again incurred minimal bad debts at 0.1% of lending volumes. I'd like to talk you through the U.S. financial performance now for FY '23. In the year, we achieved strong revenue growth with revenue increasing by 36%, driven by 24% growth in U.S. lending to USD 20.9 million at an average 8.8% revenue yield, up 150 basis points and 21% growth in Pay Now total transaction volume, TTV, to USD 1.2 billion. While we grew revenue, we also achieved improved profitability with significant improvement in adjusted EBITDA to negative AUD 0.7 million, indicating the U.S. business is tracking towards operating profitability. We had strong growth in customer acquisition with active firm numbers up 8% to 756 as well as active customer numbers up 26% to 319,000, indicating greater penetration of the QuickFee solution within each firm. The focus on margin improvement is noticeable as a higher proportion of new customers are utilizing the higher-margin Finance product. We had 120 firm sign-ups in FY '23, of which 49 signed up to Finance. Finally, our refreshed U.S. sales strategy was launched, which is already driving positive outcomes in FY '24. That refresh strategy included implementation of a new territory-based sales model and updated remuneration structures to drive new firm acquisition, Connect sign-ups and Finance -- sorry, to drive new firm acquisition, Connect sign-ups and Finance TTV growth. Financial performance of Australia. Increasingly, challenging economic conditions here drove robust demand for fee funding solutions across our Australian client base. The key takeaways from the performance of the Australian business were strong revenue growth, total revenue up 36% to $6.1 million, 37% increase in Finance revenue to $5.2 million and a 22% growth in lending to $46.4 million. Finance revenue yields increased 130 basis points to 11.3%. And the business posted a positive EBITDA of $0.2 million. New customer acquisition was predominantly in the legal disbursement funding space. This product has shown substantial growth and accounted for 15% of the Australian loan book at 30 June 2023. And customer penetration within firms improved with firm numbers up 6% to 525 and customer numbers up 11% to 39,000. I'll touch on the FY '24 to-date performance, and that is split into 2. First slide, we'll talk about FY '24 quarter 1 that we issued a business update in October. Some of the highlights are, as Dale touched on, group revenue up 31% on the prior corresponding period to $4.2 million. U.S. Finance revenue was up 62%. U.S. total transaction volumes were up 23%, and U.S. revenue yield was up 230 basis points to 9.5%. Revenue yield, as a reminder, is revenue divided by transaction volume for the period. Australia Finance revenue was up 54%. TTV was up 24%, and revenue yield was up 310 basis points to 15.4%. U.S. Pay Now TTV was up 11% to $268 million. We signed new strategic partnerships in the quarter with Allinial Global and IRIS Software Group that Jennifer will touch on shortly. And lastly, we have secured expanded funding facilities to support our growing Australian legal disbursement funding business with a new AUD 10 million funding facility, which will provide immediate additional liquidity of $4.3 million cash. The disbursement funding product provides funding for disbursement costs for personal injury law firms, which are usually costs for medical reports and personal injury lawsuits. The one key difference about this product compared to funding accounting and legal fees is that interest compounds, and there are no installments repaid during the term of the loan. The loan is repaid in full with all accrued interest at the earlier of when cases settle or after a maximum term of between 24 and 30 months. Interest rates on this product are comparable to the fee funding product, but our funding requirement is higher with disbursement funding because there were no repayments throughout the loan until the end of the loan term. The current Australian disbursement funding book was approximately $8 million at 30 September 2023. To date, we have funded approximately AUD 5 million of disbursement funding loan books from internal cash resources. And this facility will provide an advanced rate of 85% of Australian disbursement funding receivables and sit alongside the existing Northleaf facility. For Q2 FY '24, which is 1 October to 31 December, this has been another strong quarter with some highlights set up here. October 2023 was a record month for lending in the U.S., hitting USD 2.5 million for the first time ever. U.S. Finance TTV is up 35% for the first half of this quarter versus the same date range last year, which is 1 October to 15 November. Australia Finance lending TTV is up 15%, and U.S. Pay Now TTV is up 19%. I would stress that this quarter-to-date progress is only up to 15 November and should not be interpreted as a forecast for the full quarter ending 31 December. We're in the final stages of closing the new debt funding I've spoken about. And on a pro forma basis, total liquidity at 31 October is $6.8 million. That provides sufficient liquidity for us to reach profitability. Finally, we've had one question from a shareholder relating to interest rates and how they impact QuickFee, which I should read out. The question is, QuickFee struggled under loose money supply conditions surrounding COVID. With expectations that the Federal Reserve will start cutting rates as early as March 2024, what changes have QuickFee made to ensure the business model is more robust in a lower interest rate environment? And the answer to that is really the major change we've made to the business model since COVID is the refocus back on QuickFee Finance product, which enables us to charge -- change the interest rates clients pay on their payment plans with no change in cost to our firms. The product is free to them. Historically, we have seen that demand for our product actually increases in more challenging economic conditions, and the pricing is relatively inelastic as the ease of instantly taking out a payment plan with no application process or credit check is very attractive to clients. As cash rates in the economy increased in recent times, we'll increase our prices accordingly to maintain our net interest margins. Specifically, we increased rates in October '22 and July '23. If interest rates decrease, only then will we be paying less interest on our own borrowing facilities. But we have the option of adjusting the rates our firm's clients pay. As we saw during COVID, the impact of government's increasing supply of money through JobKeeper and other small business cash flow boosts in both Australia and the U.S. had an impact on the business. Central Bank rate increases have less of an impact than broad government fiscal policy. So the supply of money in the economy generally has a bigger impact than the interest rate Central Banks can charge. I'll now hand over to Jennifer, our North American President, to provide some outlook, particularly for the U.S. and some closing remarks.

Thank you, Simon. We continue to stay the course on our plan for scalable growth in the U.S., and our laser focus on the right industries, accounting and legal, combined with our focus on the right activities are paying off, and our momentum continues to build. Over the last year, we've made significant progress on improving and optimizing our sales and customer success teams. As of August 1, our sales team moved a territory-based model with each territory having an account executive focused on new customer acquisition and a relationship manager focused on increasing total transaction volume for the territory with QuickFee Finance and Connect being their highest priorities, which I'll speak to in a few moments. This territory model is supported by a new commission plan, which rewards for the results that have the highest impact. Second, we continue to have an amplified focus on strategic partnerships and alliances. Although our historical model of primarily acquiring firms one at a time has been successful in delivering strong growth, we know that to achieve our aggressive growth targets and our ambition, partnering with companies and organizations that will allow us to drive exponential growth through one to many partnerships is a game changer. In Q1, we announced 2 major strategic partnerships, which Simon referenced earlier, the Allinial Global and IRIS Software Group. Allinial Global is a member-based association dedicated to the success of independent accounting and consulting firms. Allinial is 261 members strong and growing with locations throughout the world, generating over $5.3 billion in collective revenues. By partnering with them, we can not only build stronger relationships with our customers that are Allinial members, but we can also grow our own customer base while adding value to their membership. The second major partnership is with IRIS Software Group, a leading global provider of accounting and payroll solutions to over 5,000 customers in the United States, including 52 of the top 100 firms. Our partnership with IRIS entails us delivering both QuickFee Connect, which enables multiple payment methods through integrations with IRIS' leading U.S. practice management solutions, and also QuickFee Finance, which enables payment plans to IRIS' customer base of accounting firms. These partnership announcements are building on the strong partnerships we already have with other industry organizations like the BDO Alliance. In early October, I was thrilled to welcome Dave Moore to our leadership team as QuickFee's new Chief Technology Officer. Dave is an experienced technology leader in strategy, product development, cloud computing, big data and machine learning. Dave's appointment as CTO represents a significant milestone for QuickFee as we strengthen our position as a leader in the digital -- as a leader, sorry, in digital transformation. Dave was previously the Chief Innovation Officer at Growth Acceleration Partners, where he played a direct advisory role to companies in the process of digital transformation, helping them modernize applications and leverage data in decision-making. Under Dave's leadership, our product and development teams will continue to have a narrow focus on developing solutions that will have the greatest positive customer impact and unlock our ability to capture as much transaction volume as possible. This includes our Connect product and related practice management integrations as well as a completely refreshed user interface and user experience. Over accelerating our product road map, we're also being highly intentional about ensuring we're doing it in the most cost-effective way. Finally, last month, we opened our new U.S. headquarters in the Dallas-Fort Worth metroplex, Plano to be specific. Being personally based in this office, I can speak to the energy, momentum and quick decision-making that being in one place has enabled for a number of members of our team. Additionally, being centrally located means we can be anywhere in the U.S. for customer meetings or events with one quick direct flight, allowing us to better serve accountants and lawyers across the country. Now we received 2 questions from shareholders relating to the U.S. business, and I'm going to take a moment now to answer those given they're relevant to the content that I just shared. The first question is as follows. You have recently made significant changes to the sales and marketing strategies and teams to the degree that would indicate what was originally in place was far from optimal despite still generating approximately 30% returns. What are your growth goals with what you have now put in place? Well, the answer to that is, over the last year, we've made 3 significant changes to our sales and marketing strategies to accelerate growth. The first change was to refocus on the professional services sector, where we believe there's significant opportunity for market share expansion in both the accounting and legal markets in the U.S. Second, we implemented a new sales commission structure, whereby our team is incentivized to focus on selling our Finance product, which delivers the highest yield and is expected to continue to drive revenue growth faster than volume growth. Third, we're investing in partnerships with organizations that can help us grow faster. So in summary, we have ambitious growth goals, and we're confident that we have the underlying structure, strategies and incentives to deliver that growth over the years ahead. The second question is, can you please provide some metrics around what you're looking to achieve via the one to many strategic plan and how this plan enables exponential growth? I just shared some insights and updates on our partnerships and how we expect them to increase new customer acquisition and associated volumes. However, it's too early to give specific guidance. Now on the next slide, I want to highlight one of our key offerings given it's a competitive differentiator and makes QuickFee incredibly sticky to our customers, and that's our Connect product. Connect provides a hook into leading practice management solutions, grabbing the invoice, putting a payment link on the invoice and then sending it electronically. It also passes information on payments received back into the practice management solution, helping automate the bill to cash workflow and drive efficiency inside firms. Today, we have integrations with CCH ProSystem fx, CCH Axcess and IRIS Practice Engine. But as you can see here, we have many more integrations in progress and being planned with IRIS Star already well into development. Before I wrap up, I want to just share with you a short video that provides a high-level overview of what QuickFee does. [Presentation]

After spending some time with us today walking through our Q1 FY '24 business update and our FY '24 strategic direction, I hope that you felt some of the excitement around the momentum that continues to build in both our Australian and U.S. businesses. We have the right people in the right seats to execute on our plan. We're confident in our ability to continue to deliver strong growth, and we're tracking towards operating profitability within our existing cash and borrowing facilities. I'll now hand it back over to our meeting Chair, Dale Smorgon.

Thanks, Jennifer. Thanks for that report, and thanks to Simon for his earlier comments as well. Now to the formal part of today's meeting. The notice of the meeting has been circulated to all shareholders, and I'd like to take the notice of meeting as having been read. All shareholders have had the 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. The proxy instruction forms received are held by the company secretary and are available for inspection. Voting on each resolution of today's meeting will be conducted via poll immediately prior to the conclusion of the meeting. For those who are physically in attendance of the meeting, you'll be able to submit a voting card, which will be collected by a representative from the company. Shareholders who are viewing the meeting via webcast will not be able to vote in real time. There'll be an opportunity for shareholders or the representatives who are physically present today to ask questions or make comments in relation to the resolutions. If you wish to do so, I ask you to identify yourself by name and whether you are a shareholder, proxy holder or corporate representative and how many shares you either own or represent. Shareholders who are not in attendance have had an opportunity to submit questions to the company ahead of the meeting. All questions received relating to the business update and outlook have been read out and responded to by management during the prior presentation. I presented for discussion the annual report of the company comprising the financial statements and directors' report and the independent auditor's report for the company for the financial year ended 30 June 2023. The company's annual report was released to the market on the 24th of August 2023 and is available on the company's website. There is no requirement for resolution that the annual report be adopted. However, at this point, I invite any questions that shareholders may have in relation to the annual report for the directors or for Alan Finnis, the company's auditor from William Buck, in relation to the annual report. Members may ask questions of the auditor in relation to the conduct of the audit or in relation to the auditor's report itself. All right. There are no questions in relation to the annual report. I propose we now move to the resolutions to be put to the shareholders. Resolution 1 is the adoption of the remuneration report. The first item of business relates to the adoption of the remuneration report for the year ended 30 June 2023, as set out on Pages 17 to 32 of the 2023 annual report. 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 at next year's Annual General Meeting, the company will 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 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 rem report or a closely related party of any key management personnel. The company will also disregard votes cast on this resolution by a closely related party of such a key management personnel, including close family members and companies the key management personnel controls or a person voting as a proxy for a member of the key management personnel or any of their closely related parties, subject to the exceptions set out on Page 3 of the notice of meeting. I invite any questions in relation to the remuneration report the company. No questions. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen now. The exact wording of resolution 1 is set out in the notice of meeting, and I 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. You can see the proxy results there up on the screen. We move to resolution 2. Thank you, Simon. Reelection of the director, Dale Smorgon. In accordance with the ASX listing rules, I now defer the chairing responsibilities for this resolution 2 and resolution 3 to our Company Secretary, Simon Yeandle, given that I'm the subject of these resolutions. Simon?

Thank you, Dale. Resolution 2 concerns the reelection of Dale Smorgon as a nonexecutive director of the company. 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 2 provides for the reelection of Dale Smorgon as a director of the company in accordance with the constitution and ASX Listing Rule 14.5. Dale Smorgon retires from office at the conclusion of the meeting and being eligible, offers himself for reelection as a director of the company. If shareholders do not approve the reelection of Dale Smorgon, then he 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. I invite any questions in relation to the reelection of Dale Smorgon as a director of the company. There are no questions. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of resolution 2 is set out in the notice of meeting, and I 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. Next item on the agenda is the approval to issue performance rights to Dale Smorgon, a director of the company. The company is proposing to issue up to a maximum of 1,136,364 performance rights to Dale Smorgon under the QuickFee performance rights and options plan, or PROP, that Dale has elected to receive in place of 50% of his FY '24 remuneration. Details of Dale's remuneration for the financial year ended 30 June 2023 are set out in the remuneration report of the 30 June 2023 annual financial report of the company. Under the terms of the PROP for the year ending 30 June 2024, nonexecutive directors may elect to receive part or all of their remuneration in performance rights issued at the 7-day volume weighted average price of QuickFee Limited shares as at 1 July 2023 together with a 25% incentive bonus also issued in performance rights at the same price. The issue price for share subsequently issued under this component of the company's PROP has been calculated to be $0.055 per share. In the Board's view, the performance rights being granted to Dale Smorgon provide an incentive for him to ensure the company continues to deliver sustainable growth. 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 3 is for shareholders to approve the issue of a maximum of 1,136,364 performance rights to Dale Smorgon or his respective nominees under the prop. In accordance with the ASX listing rules and the Corporations Act, the company will disregard any votes cast on this resolution by a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3, including Dale Smorgon and each other director of the company who are eligible to participate in the QuickFee PROP and/or an associate of that person or those persons or a member of the key management personnel as at the time the resolution is voted on at the meeting or any of their closely related parties as a proxy. These are subject to the exceptions set out on Page 4 of the notice of meeting. I invite any questions in relation to the issue of performance rights to Dale Smorgon. There are no questions. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of resolution 3 is set out in the notice of meeting, and I now put that resolution to the meeting. The vote on this resolution will be conducted by a way of poll immediately prior to the conclusion of the meeting. I will now hand back to Dale to chair the remainder of the meeting.

Thank you, Simon. Resolution 4 is the approval to issue performance rights to Bruce Coombes. Following a detailed review by the Board of the remuneration of Bruce Coombes, the company is proposing to issue up to a maximum of 2,737,030, that's a mouthful, performance rights to Bruce Coombes under the QuickFee performance rights and option plan, or the PROP, comprising 700,000 performance rights issued under the FY '24 long-term incentive plan and up to 2,037,030 performance rights that Bruce has elected to receive in the place of 50% of his FY '24 cash short-term incentive award. Details of Bruce's remuneration for the financial year ended June 30, 2023, are set out in the remuneration report, on the 30th of June 2023 annual financial report of the company. Under the terms of the PROP, executives and staff may elect to receive part or all of their short-term incentive awards and performance rights issued at the 7-day volume weighted average price of the QuickFee Limited shares as at 1 July 2023, together with a 25% incentive bonus also issued in performance rights at the same price. The issue price per share subsequently issued under this component of the company's PROP has been calculated to be $0.055 per share. Any shares issued under this plan will be issued after the completion of the FY '24 year. In the Board's view, the performance rights bible granted to Bruce Coombes provide an incentive for him to ensure the company continues to deliver sustainable growth. ASX Listing Rule 10.14 requires a listing 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 a maximum of 2,737,030 performance rights to Bruce Coombes or his respective nominees under the plan. In accordance with the ASX listing rules and the Corporations Act, the company will disregard any votes on this resolution by person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3, including Bruce Coombes and each other director of the company who are eligible to participate in a QuickFee PROP and/or an associate of that person or those persons or a member of the key management personnel as at the time the resolution is voted on at the meeting or any of their closely related parties as a proxy, subject to exceptions set out on Page 5 of the notice of meeting. I invite any questions in relation to the issue of performance rights to Bruce Coombes. No questions. The total number of valid proxies has been received and recorded and are exercisable for this resolution and are now shown on the screen. Thank you, Simon. The exact wording of resolution 4 is set out in the notice of meeting. I now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately following to the conclusion of the meeting. Resolution 5. The next item is the approval of issue of performance rights to Michael McConnell, a director of the company. The company is proposing to issue up to a maximum of 967,262 performance rights to Michael McConnell under the QuickFee performance rights and option plan, or the PROP, that Michael has elected to receive in place of 75% of his FY '24 remuneration. Details of Michael's remuneration for the financial year ended June 30, 2023, is set out in the remuneration report of 30 June 2023 annual financial report of the company. Under the terms of the PROP for the year ended 30 June 2024, nonexecutive directors may elect to receive part or all of their renumeration in performance rights issued at the 7-day volume weighted average price of QuickFee Limited shares as at 1 July '23, together with a 25% incentive bonus also issued in performance rights at the same price. The issue price for the shares subsequently issued under this component of the company's PROP has been calculated to be $0.055 per share. In the Board's view, the performance rights being granted to Michael McConnell provide an incentive for him to ensure the company continues to deliver sustainable growth. ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under the employee incentive scheme to a director of the company. The purpose of resolution 5 is for shareholders to approve the issue of a maximum of 967,262 performance rights to Michael McConnell or his representative 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 a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3, including Michael McConnell and each other director of the company who are eligible to participate in the QuickFee PROP and/or an associate of that person or those persons or a member of the key management personnel as at the time the resolution is voted on at the meeting or any of their closely related parties as a proxy, subject, of course, to exceptions set out on Page 6 of the notice of meeting. I invite any questions in relation to the issue of performance rights to Michael McConnell. There are no questions. Thank you. The total number of valid proxies which have been received and recorded and are exercisable for resolution are now shown on the screen. Thanks, Simon. The exact wording of resolution 5 is set out in the notice of meeting. I now put that resolution to the meeting. The vote on the resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. Coming to resolution 6. Thank you. This is in relation to the approval of -- to refresh the company's 10% placement capacity. 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 Annual General Meeting. This is in addition to the existing 15% placement capacity permitted under ASX Listing Rule 7.1. The company is an eligible entity as it is not included in the ASX 300 and has a market capitalization of less than $300 million. If this resolution 6 is approved, the company will have the benefit of an additional 10% placement capacity even if it subsequently ceases to be an eligible entity in the following 12 months. Accordingly, resolution 6 is seeking approval 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 the ASX Listing Rule 7.1A.3 to such persons as the Board may determine on the terms set out in the notice of meeting. The effect of resolution 6 will be to allow the directors to issue equity securities under ASX Listing Rule 7.1A during the 12 months after this meeting without using the company's 15% placement capacity under ASX Listing Rule 7.1. I invite any questions in relation to the approval of the additional share issue capacity under ASX Listing Rule 7.1A. No questions. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are now shown on the screen. The exact wording of resolution 6 is set out in the notice of meeting, and I 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. This resolution does require 75% or more cast votes to be in favor of the resolution to pass. You can see the results there on the screen from proxies. We now open the floor for any further questions. There are no further questions. Thank you very much. Now that all the resolutions have been put to the meeting, I declare that the poll for voting on each resolution is now open. If all shareholders or representatives of shareholders present at the meeting could please provide your voting card for collection and counting. [Voting]

Now there's no voting cards coming forward, so they don't need to be counted. We'll -- we don't need to adjourn the meeting so they can be counted. The adjourned meeting has now been reconvened. Well, that's not necessary given there's no additional count, Simon. So the exact results of voting on each resolution can now then be displayed on the screen. Thank you. We saw those for each of the resolutions 1 through 6, and the results will be announced to the ASX immediately following the meeting. Thanks for being with us, ladies and gentlemen. That concludes the formal part of the business. The directors will be pleased to take any further questions you have in regards to the company's performance after the meeting, of course. I thank you all for your attendance. I thank you all for your support for QuickFee. We're certainly excited by the journey that we're all on. We're committed to the journey, and we look forward to again another successful year in FY '24. Thank you all.