REA Group Limited (REA) Earnings Call Transcript & Summary

November 17, 2020

Australian Securities Exchange AU Communication Services Interactive Media and Services shareholder_meeting 60 min

Earnings Call Speaker Segments

Hamish McLennan

executive
#1

Good afternoon, everyone. I'm Hamish McLennan, Chairman of REA Group Limited. And on behalf of the Board, I'm delighted to welcome you to our 2020 Annual General Meeting. Thank you for taking the time to join us today. Our company secretary, Tamara Kayser, informs me that a quorum is now present. May I take this opportunity to formally introduce and welcome Tamara to REA Group. Tamara joined the company this month as General Counsel and Company Secretary, bringing a wealth of experience to the executive leadership team. We are delighted to have her on board. I would now like to declare the meeting open, and the notice of meeting is now taken as read. In light of ongoing COVID-19 health and safety impacts, REA Group's Board decided to conduct this year's AGM in a virtual format. This decision is in line with our ongoing priority to keep our people, customers and the broader community safe throughout the health crisis. Today, I'm joining the meeting from REA's office in Sydney, while our other directors have joined via our live webcast from various locations. I would also like to acknowledge the traditional custodians of the land on which I'm hosting the meeting from, the Gadigal of the Eora Nation, and pay my respects to Elders, past and present. Directors and shareholders are joining from other ancestral lands, and I also pay my respects to the traditional owners of those lands and their Elders, past and present. If there are technical issues that result in a number of shareholders being unable to reasonably participate in the meeting, the meeting will be adjourned, and we will reconvene. If the technical issues are isolated from my Sydney location, then I nominate Nick Dowling, who is at present in our Melbourne office, to assume the chair role. In the unlikely event that we take steps to adjourn the meeting, we will make an announcement to the ASX with all the necessary details. Voting on all items of business today will be carried out by way of poll. Shareholders had the option of casting their vote before the meeting or appointing a proxy to do so on their behalf. If you haven't done so, you can vote at today's meeting online as shown on the slide now being displayed and as explained in further detail on the virtual online guide that accompanied the notice of meeting. You can do so at any time during the meeting as the polls are now open for voting. Voting will close shortly after the end of the meeting. We did not receive any questions in the lead up to the AGM. [Operator Instructions] There may be a slight delay in transmission of up to 20 seconds, so I can encourage you to start submitting your questions now. We will endeavor to address as many of these as possible during today's meeting. As I mentioned earlier, I'm coming to you from Sydney. Joining me also from Sydney are Roger Amos, Independent Non-Executive Director and Chair of the Audit, Risk and Compliance Committee; Kathleen Conlon, Independent Non-Executive Director and Chair of the Human Resources Committee; Richard Freudenstein, Non-Executive Director; and Michael Miller, Non-Executive Director. Joining us from New York is Non-Executive Director, Tracey Fellows. From our Melbourne office, joining are Nick Dowling, Independent Non-Executive Director; and Owen Wilson, our Chief Executive Officer. Janelle Hopkins, our Chief Financial Officer; and Tamara Kayser, our Company Secretary, are also joining us from the Melbourne office. And finally, joining us by webcast are our audit partner, David McGregor; and Audit Director, Denise Nguyen, representing the company's auditors, Ernst & Young. David and Denise will be available to answer questions on the auditor's report and the conduct of the audit later in the meeting. Our agenda for today's meeting will run as follows. I will provide a brief overview of REA Group's FY '20 highlights and financial performance. Owen will then provide an overview of our FY '20 operational performance as well as our results for the first quarter of FY '21. We will then move into the formal part of the meeting in accordance with the notice of meeting. Let me start by saying what an extraordinary year it's been. The COVID-19 pandemic has presented a situation unlike any experienced before. To compound the situation, there was -- this was a health crisis endured on top of a devastating drought and bushfires experienced across Australia in the months prior. Amidst such a tumultuous backdrop, REA Group performed exceptionally well throughout the 2020 financial year. I've been incredibly impressed by the way the organization under the leadership of Owen and the executive team navigated the challenges and seamlessly adapted to new operating conditions. As a tech company with established flexible work practices, the team was well set up to move to virtual working from January in our Hong Kong office with Australia and Malaysia following suit in March. Owen will attest to the team thriving under these new working arrangements. New product innovations and customer and consumer support measures were delivered at rapid speed, ensuring people had access to new ways to find, buy and sell property despite COVID-19-related restrictions. Turning to our full year highlights. Our performance demonstrates the underlying resilience of the business and the collective strength of our portfolio. Emphasis throughout the year was placed on managing short-term operating priorities whilst not losing sight of the delivery of long-term growth opportunities. This ensured REA Group extended its position of strength despite the challenging market conditions we endured. Audience measures grew to an all-time high across realestate.com.au, reinforcing the site's position as Australia's clear market leader in online real estate. With innovation and technology part of REA Group's DNA, the delivery of new products and features was paramount in FY '20 to overcome the rapidly changing operating conditions impacting the property market. Execution against those things that are in our control to support our customers and consumers was outstanding. Owen will touch on this shortly. At REA Group, we strive to create a diverse and inclusive workplace. Teams with diverse ideas and experiences are more creative, more effective and more disruptive in their thinking. In FY '20, the group reached its target of 50-50 gender representation within our senior leadership group for our Australian business, while 50% of executive leadership team positions are held by women. Recognizing the importance of sustainable business practices, in FY '20, we expanded our sustainability program to reflect the pillars of environment, social and governance. Several important achievements were delivered, including publishing the group's inaugural climate change policy, the establishment of our FY '20 carbon footprint and the development of science-based aligned targets to reduce our environmental impact. Turning to REA Group's financial performance. The business delivered an excellent result given the unprecedented nature of this year. The group's first half result was impacted by significantly lower residential listings and new development commencements due to the restrictive lending conditions caused by the Financial Services Royal Commission. At the start of the second half of FY '20, the Australian property market showed strong signs of recovery. This was prior to the impact of COVID-19 significantly hitting the real estate market in April and May. Financial highlights from our core operations included revenue of $820.3 million, which was down 6%; EBITDA of $492.1 million, down 5%; and net profit of $268.9 million, down 9%. These results include a significant reduction in Q4 core operating costs of 21%, with full year cost down 9%. As you can see on the next slide, the group's overall financial position remains in excellent shape, and our shareholders continue to benefit from strong earnings and dividends. While down on the prior year, earnings per share were $2.041, near record highs. Our strong cash position and balance sheet underpinned the Board's decision to declare a total dividend of $1.10. Over the last 5 years, the group has generated compound annual growth in earnings and dividends per share of approximately 9%. Importantly, despite the challenging year, the group managed to grow its operating EBITDA margin by 1% to an impressive 60% and continued to invest for the future with CapEx as a percentage of sales remaining at approximately 8%. Turning to our global network. We continue to leverage REA Group's unique capabilities across Asia while investing in businesses in key markets of North America, India, Singapore and Indonesia. Our Asian business contributed $47.9 million of revenue and EBITDA before associates of $8.9 million. Despite Asia's overall performance being significantly impacted by COVID-19 and ongoing unrest in Hong Kong, we see exciting long-term opportunities throughout the region. In North America, REA Group's 20% investment in Move, Inc., which operates realtor.com, saw revenue fall 2% to USD 473 million due to the impact of COVID-19 in the fourth quarter. Pleasingly, realtor.com's monthly unique users across web and mobile sites for the fourth quarter grew 11% year-on-year to 80 million. In India, our investment in Elara Technologies, operator of property portals, Housing.com and Makaan.com; and property brokerage, PropTiger.com, experienced strong revenue growth prior to the impact of COVID-19. Last month, REA Group was delighted to announce our intention to take a controlling interest in Elara. This transaction creates a unique long-term opportunity to leverage the combined talent and expertise of REA Group and Elara to become the #1 digital real estate business in India. Our investment in 99 Group was successfully completed in February, bringing together the property websites of 99.co, iProperty.com.sg and Rumiah -- rumah123.com in India and -- sorry, in Singapore and Indonesia. Last week, 99 Group announced the intention to acquire SRX, a Singapore property portal and data business. This acquisition will further strengthen 99.co's competitive position. Owen will talk through both transactions in more detail. While the real estate market was negatively impacted by the pandemic and surrounding economic uncertainty, our share price has traded at record highs given the strong performance delivered in FY '20. These results were only made possible due to the combined effort and impact of the group's talented workforce. On behalf of the Board, I'd like to thank Owen and the incredible team at REA for their exceptional effort and energy displayed this year. This level of commitment ensured REA Group was able to successfully adapt and continue to deliver outstanding value and support to our customers, consumers and shareholders throughout such a turbulent year. I would also like to thank my fellow Board members for their contributions throughout the year to support our ongoing success. At the end of this meeting, Roger Amos will retire as a director of the company, and I would like to take this moment to acknowledge Roger's efforts. Roger joined the REA Group Board in 2006 and has served as Chairman of the Audit, Risk and Compliance Committee and is a member of the Human Resources Committee. On behalf of the Board and management team, I'd like to thank Roger for his significant contribution and service over the last 14 years. You've been outstanding. Roger's support to the Board and counsel provided to the group throughout its incredible growth journey and -- has been an invaluable source of advice to us all. It's been a pleasure to work alongside Roger, and we wish him well for the future. Yesterday, we announced that Jennifer Lambert will be joining the REA Board with effect from December 1 to fill the vacancy created by Roger's departure. Jennifer has extensive business and leadership experience at the senior executive and board levels with more than 25 years of financial management and accounting experience. This includes over 15 years specializing in the property industry. We are delighted to welcome Jennifer to the REA Group Board. Her depth of experience across property and finance will further complement and strengthen the Board and its diversity. Finally, thank you to all of our shareholders for your ongoing support. REA Group and Australia's property market continued to demonstrate great resilience despite ongoing volatility in the market. We look forward to unlocking our strong pipeline of new and existing initiatives across our buy, sell and rent categories that will underpin the group's future growth. I will now invite Owen to provide more detail on our operational performance and provide an update on our first quarter results for the 2021 financial year.

Owen Wilson

executive
#2

Thank you, Hamish, and good afternoon, everyone. I'd also like to thank our shareholders for joining today's meeting. REA delivered an excellent result for the 2020 financial year. I'm so proud of the way our team supported each other and seamlessly adapted to virtual working to deliver new innovations and fantastic customer support. REA Group's response to COVID-19 was decisive. As Hamish mentioned, our immediate priority was ensuring the health and safety of our people, customers and communities. While COVID-19 had a profound effect on our markets, our teams responded brilliantly to new ways of working. The accelerated delivery of new products and features has been critical to adapting to the rapidly changing market conditions. At the same time, those new products and features have been vital to maintaining a well-functioning property sector. A number of customer support measures were introduced to provide our customers with financial relief while also giving them the tools and flexibility they needed to give vendors the confidence to bring their properties to market. This included reduced subscription fees, the ability to relist or re-upgrade for free and our new pay-on-sale offering. Thousands of properties have been re-upgraded or relisted at no cost with millions of dollars of value delivered to our customers as a result of these support measures. We've received incredibly positive feedback from our customers around the variety and flexibility of the offers introduced with an option to suit every type of vendor. During FY '20, REA Group's purpose to change the way the world experiences property has never been more evident. Our strategic priorities remain consistent, as outlined on this slide. Providing our customers with access to the largest and most engaged audience of property seekers is at the heart of our strategy. This, in turn, empowers our ability to provide superior customer value through the delivery of high-quality leads and ROI. One of REA's most valuable assets is our data, and we continue to progress our goal of becoming Australia's property data authority. Today, we're providing rich content and insights to better inform key business decisions for our customers and every decision made throughout a consumer's property journey. And finally, our commitment to creating the next-generation of property-related marketplaces is integral to REA's ongoing growth. Looking at some of our highlights of the year. As Hamish mentioned, an absolute standout was realestate.com.au extending its market leadership as the clear #1 in online real estate. We saw a record number of visits to the site in June, rising to 114.4 million. That's 3.2x more visits than the nearest competitor. In May, we set a new record of almost 12 million people on realestate.com.au or 60% of Australia's adult population, up 34%. Our superior mobile experience means people are using our app more than ever before. In June, we saw a record 46.2 million app launches, up 46% year-on-year, and we topped 10 million downloads. Our audience comprises an unrivaled cohort of high intent property seekers. These numbers demonstrate the deep connection that consumers have with the experiences we're providing and Australia's ongoing passion for property. Our focus on delivering innovative new consumer experiences was paramount in FY '20. We wanted to enable agents to successfully connect with as many consumers as possible despite social distancing restrictions. New features such as digital property inspections, integrated online options, 3D walk-through tours and new functionality to enable private inspection appointments enjoyed huge consumer uptake. We remain focused on creating lifelong relationships with our consumers right throughout their property journey. During the year, our active REA members grew to 1.8 million, allowing REA to deliver more experiences based on the individual needs and profiles. The strength of our relationships with property owners is demonstrated by the increasing number of people tracking property. Using our Hometrack data, this functionality allows consumers to stay on top of the latest valuations of their homes, investments or properties they are interested in monitoring. Turning to our customers. We saw improved product mix across both our buy and rent categories and a record number of customers committing to our premium listing products in FY '20. We know that our role in driving new business to agents is critical, particularly during volatile market conditions. We want to drive the best leads and the most leads to our customers to help them grow their business. In FY '20, we saw over 1.6 million average monthly visits to the Find Agents section of realestate.com.au. Pleasingly, we saw a 19% increase in the number of vendor leads being generated by our Agent Match product. Of these leads, 32% converted into listings, helping our customers win their next client. REA was proud to launch Prop20, our new industry event series to support the growth and prosperity of Australia's property industry. Thousands of property professionals attended this free event in early March before it transformed to a digital experience due to COVID-19 restrictions. In FY '20, we made good progress towards our goal of becoming Australia's authority in property data and insights. We launched our dedicated REA Insights brand, comprising a team of in-house property experts and data scientists to leverage REA's vast property and behavioral data. Our regular indices such as the new Weekly Demand Index and Weekly Property Search Report are receiving strong uptake from both customers and consumers. Our Hometrack data continues to power our experiences on realestate.com.au, providing easy access to in-depth market information. The business also services Australia's largest financial institutions, providing access to property data and trusted automated valuation services. Our content partnership with news.com has allowed the sharing of breaking business and finance news, together with property news, data and insights. This partnership contributed to an 83% year-on-year growth in traffic to our site's news section in FY '20. A key part of REA's long-term growth is our focus on building next-generation marketplaces. Our rent strategy is integral to this. When it comes to supporting renters and sharers, realestate.com.au is Australia's #1 destination for rent. Each month, an average of 18.9 million visits were received to our rent section. Our rent products continue to gain strong consumer traction. Over 100,000 Tenant Verifications have been purchased, supporting renters to put their best foot forward when applying for new home by having their identity verified in advance. 1Form, our digital rental application tool, also experienced strong growth with applications increasing to 3.9 million. Turning to our Financial Services business, which continues to perform well. During the year, despite the difficult trading conditions, we saw growth in both loan submissions and settlements. We announced a new brand for our home loans business, Smartline, personal mortgage advisers, will be the mortgage brand representing REA Group in the Australian market. Our Asian segment is a key element of our growth strategy. As you can see on this slide, we continue to leverage REA Group's unique capabilities to release new products and innovations to enhance consumer experience and drive more customer value across our businesses. Despite trading conditions remaining difficult across the region due to COVID-19 impacts and the prolonged unrest in Hong Kong, the Asian region presents significant opportunities to deliver long-term value for our shareholders. We continue to expand our strong foothold in large and growing markets through our strategic investments. As Hamish mentioned, last month, we were delighted to announce our binding agreement to acquire a controlling interest in Elara Technologies in India. The transaction, which remains subject to completion of due diligence, is expected to be completed this quarter. This is such an exciting opportunity for REA to expand our presence in the world's fastest-growing trillion-dollar economy, which is experiencing rapid digital transformation. The business has generated an impressive 42% revenue CAGR over the past 3 years despite the impact of COVID-19 in Q4 of this year. It is very well positioned for future growth and well placed to become India's #1 digital real estate business. In Singapore, where we have a 27% shareholding in 99 Group, the company announced its binding agreement to acquire 100% ownership of SRX. SRX is a well-established property portal and data business. This acquisition further strengthens 99 Group's competitive position and significantly increases its customer base in a market that is still ripe for disruption. SRX enables 99.co to provide a unique combination of advertising solutions, deep market insights and data to agencies and consumers. We look forward to providing further updates upon completion of these transactions. Turning to the first quarter of FY '21. And REA Group has delivered another strong result despite ongoing COVID-19 impacts. Group financial highlights from core operations for the 3 months ended September 30, 2020, include revenue of $195.7 million, a decline of 3%; and EBITDA of $123.8 million, an increase of 8%. These results include a significant reduction in core operating costs of 18% due to our continued focus on strong cost management and a deferral of some expenditure into later quarters. National residential listings declined 2% over the 3-month period. This was largely attributed to a 44% decrease in listing volumes in Melbourne as a result of the stage 4 lockdown banning physical property inspections. In contrast, pleasingly, the recovery continued in New South Wales with Sydney listing volumes increasing 23% for the quarter. As you can see on the next slide, realestate.com.au continues to extend its leadership position as Australia's #1 property site. During Q1, average monthly visits of over $114 million were received, up 34% year-on-year. Over 12 million people visited the site each month on average, increasing 37% year-on-year, while in September, we reached almost 6 million more people than the nearest competitor. While there have been positive signs of a real estate market recovery following the lifting of restrictions, COVID-19 continues to create market volatility. Uncertainty remains over the longer-term impacts of COVID-19 on consumer confidence, unemployment and the economy, which will have a flow-on effect to the property market. In October, national residential listings were down 1%, with increases in Melbourne and Sydney of 14% and 2%, respectively, offset by declines in other markets. In November to date, we've seen Melbourne lose some of the positive momentum it had following the lifting of restrictions in October. Month-to-date listings are currently flat on the prior comparative period. Sydney has continued to be the stronger of the 2 markets with higher listings than the same period in 2019. Agents and agencies across Australia have not yet fully recovered from the impact of COVID-19 this year. Our COVID-19 support measures continue to be accessed by our customers until the end of October, particularly in Victoria. We have therefore made the decision to defer any price increases until July 2021 to support our customers while the outlook for the property market remains unclear. Despite ongoing volatility and uncertainty, Australians' enthusiasm for property remains extremely strong. As a proof point of this, a record 2 million Australians visited realestate.com.au each day in October, resulting in a staggering 125 million visits, which was up 36% year-on-year. At REA, our commitment to responsible and sustainable business practices is fundamental to all that we do. Last month, we released our 2020 sustainability report and published our inaugural climate change policy. I'm personally delighted that this includes our commitment to reduce and offset our annual carbon emissions to become certified carbon neutral from this financial year. Our success this year would not have been possible without the passion and dedication of our talented workforce. Our people are at the heart of REA. With our head office team in Melbourne still working remotely, we recognize that COVID-19 continues to create unique pressures for our people. This is why we continue to have a range of health and well-being programs in place to ensure our teams receive high levels of care and support. Before I hand back to Hamish to continue with the formalities, I'd like to close by acknowledging my amazing executive leadership team, pictured here. This year, we're delighted to promote Kul Singh to the position of Chief Sales Officer. And as Hamish noted, we recently welcomed Tamara Kayser to REA. Tamara has worked across a wide range of areas, including mergers and acquisitions, corporate governance and regulatory affairs. She brings a unique set of skills to the organization. This team has delivered some stunning results this year and provided exceptional leadership. My sincere thanks to you all. I'd also like to acknowledge the counsel I've received from our Board of Directors, and I echo Hamish's sentiment and thanks to Roger Amos. Not only for his tremendous contribution to REA Group during his time as a director of the company, I am also personally very grateful for the guidance Roger provided me during my time as CFO. He's been a first-class Chairman of our Audit, Risk and Compliance Committee. It was such a privilege for me to lead this business through the challenges of this year. We look forward to reaching new heights in 2021 as conditions get back to normal. Thank you.

Hamish McLennan

executive
#3

Thank you, Owen. Great stuff. Now onto the formal part of the meeting. I remind you that you can submit written questions during the course of this meeting via our online platform. Questions may be moderated or multiple questions on the same topic may be combined. [Operator Instructions] All questions will be addressed to me as Chairman. I will direct the questions to other directors, management or to the auditors as appropriate. Questions relating to customer, consumer or personal shareholder matters won't be put to the meeting, and you'll be contacted separately after the meeting. If you experience any technical difficulties during today's meeting, please call the help line shown on the screen. I'll now proceed with the formal business of the meeting. The notice of meeting sets out the following matters for consideration by our shareholders today: one, consider the financial statements and reports; two, to adopt the remuneration report; three, to reelect Nick Dowling as a Director of the company; 4A, to grant performance rights to Owen Wilson under the long-term incentive plan; and 4B, to grant performance rights to Owen Wilson under the recovery incentive plan. During the meeting, we will display the proxy votes and the direct votes received in advance of the meeting. Where I, as Chairman of the meeting, have been nominated as the shareholders' proxy, I intend to vote all undirected proxies in favor of the resolution to the extent permitted and will vote directed proxies in accordance with the instructions given by the shareholder. There are also voting restrictions for some resolutions, as outlined in the notice of meeting, which apply to those that have an interest in the resolutions and certain of their related parties or associates. I'll remind you that the polls are now open for voting. Voting will close 5 minutes after the conclusion of the AGM, and a countdown timer will appear at the top of the screen, advising the remaining voting time. Once you've submitted your vote, you may change it up until the time of the voting closes. I appoint Daniel Reid of Link Market Services as returning officer. And the outcome of today's meeting, including the final vote numbers, will be released to the ASX after the conclusion of today's meeting. I'll now table the 2020 annual financial report and the reports of the directors and auditors for the year ended June 30, 2020, for the meeting to consider. There is no formal resolution put to shareholders on this item, but there will be an opportunity to ask questions on the matters contained within the reports. Turning now to questions. REA Group has not received any written questions on this item prior to the business of the AGM. I will now turn to any online questions received from you during the course of today's meeting. I'll ask Tamara to read out the questions received on this item.

Tamara Kayser

executive
#4

Chairman, we have not received any written questions on this item of business.

Hamish McLennan

executive
#5

Thank you, Tamara. As there are no questions, I will now move to the second agenda item and the resolutions. I remind you that all items of business today are ordinary resolutions and can therefore be decided by a majority of votes cast by shareholders. The first resolution today concerns the adoption of the remuneration report, which is set out on Pages 42 to 55 of the company's 2020 annual report. I remind you that the vote on this item is advisory only, and we will consider and take into account the vote and feedback from shareholders on the remuneration report. I move that the remuneration report for the year ended June 30, 2020, be adopted. Turning now to questions. REA Group has not received any written questions on this item prior to the business of the AGM. I will now turn to any online questions received from you during the course of today's meeting. I'll ask Tamara to read out any questions received on this item.

Tamara Kayser

executive
#6

Chairman, we've not received any written questions on this item of business.

Hamish McLennan

executive
#7

Thank you, Tamara. As there are no questions, we will proceed to the vote on resolution 2. I note that the proxy and direct votes received prior to the meeting in respect of this item of business is set out on the screen. I will now put the motion to the meeting. Please now vote online next to resolution 2, if you haven't done so already. [Voting]

Hamish McLennan

executive
#8

Thank you. Item 3, Mr. Nick Dowling was appointed as the Non-Executive Director of the company on 9th of May 2018 and retires by rotation and, being eligible, is today standing for reelection as a Director. Mr. Dowling is Chief Executive Officer of the Jellis Craig Group, a leading real estate business based in Melbourne, Australia. He assumed the role in June 2011 and is responsible for overseeing the growth, risk management and long-term strategic direction of the group. Prior to this, Mr. Dowling was the Head of Real Estate, Business Banking at Macquarie Bank Limited. He commenced his career with National Australia Bank across various divisions of the bank. The directors other than Mr. Dowling unanimously support his reelection and recommend that shareholders vote in favor of this resolution. I'd just like to ask Mr. Dowling to just say a few words to the meeting.

Nick Dowling

executive
#9

Thank you, Hamish, and good afternoon, everyone. I'd like to start by saying that I've really enjoyed my first term on the Board of REA, and I feel that I've made a strong contribution. As the CEO of one of the largest real estate groups in Australia, I bring industry experience, knowledge and relationships nationally. This allows for constant and clear channel as to how the REA customer group are feeling, what the competitive dynamics are, and importantly, how the industry and the marketing of property is evolving. Prior to my current role, I spent 15 years in the banking world, which places me in a good position to contribute to the building out of our financial services strategy, which is working very well and an important part of our future. Equally, I feel, during my first term, I've shown a strong grasp of all other important parts of our strategy. Examples include our data strategy and our international businesses. And I've also enjoyed playing an important role as a member of the Human Resources Committee. During my time on the Board, I feel I have strongly and consistently demonstrated the ability to act independently. So with that said, I offer myself for reelection to the Board of REA.

Hamish McLennan

executive
#10

Thank you, Nick. I move that Nick Dowling, who retires in accordance with rule 7.1(f) of the company's constitution and being eligible for reelection, be reelected as a Director of the company. Turning now to questions. REA Group has not received any written questions on this item of business prior to the AGM. I will now turn to any online questions received from you during the course of today's meeting. I'll ask Tamara to read out any questions received on this item.

Tamara Kayser

executive
#11

Chairman, we have not received any questions on this item of business.

Hamish McLennan

executive
#12

Thank you, Tamara. As there are no questions, we'll proceed to vote on resolution 3. I note that the proxy and direct votes received prior to the meeting in respect of this item of business is set out on the screen. I will now put the motion to the meeting. Please now vote online next to resolution 3, if you haven't done so already. [Voting]

Hamish McLennan

executive
#13

Item 4A. We now move to the resolution concerning the approval of the grant of 7,093 performance rights under the REA Group long-term incentive plan to the Chief Executive Officer, Owen Wilson. If the performance rights vest and Mr. Wilson becomes entitled to be allocated shares, all such shares will be purchased on market by the company and transferred to Mr. Wilson. Accordingly, the grant of those performance rights and allocation of shares on vesting of at those performance rights to Mr. Wilson does not require shareholder approval under ASX Listing Rule 10.14. The Board is nevertheless voluntarily seeking shareholder approval in recognition of the importance of shareholder engagement on key remuneration issues. The number of performance rights will vest as at the 30th of June 2023 and will be determined by reference to revenue, earnings per share and relative total shareholder return performance conditions. As a result of the significant uncertainty presented by the current COVID-19 pandemic, the impact on government restrictions and the flow-on effects of economic performance in FY '21, the revenue and earnings per share performance conditions will be subject to 2-year growth targets as opposed to 3-year growth targets, which apply under previous LTIPS. That is the Board will set growth targets at the end of FY '21 once the results of FY '21 are known. No performance rights will vest unless the threshold performance level is achieved, at which point either 60% or 75% depending on the performance condition of the performance rights will vest. 100% of the performance rights will vest if the target performance is achieved with up to 200% vesting if the stretch target is achieved. I move that approval is given for the grant of 7,093 performance rights under the REA Group long-term incentive plan to the Chief Executive Officer, Owen Wilson, in the manner set out in the explanatory notes to the notice of meeting. Turning now to questions. REA Group has not received any written questions on this item prior to the AGM. I will now turn to any online questions received from you during the course of today's meeting. I'll ask Tamara to read out any questions received on this item.

Tamara Kayser

executive
#14

Chairman, we've received the following question from Michael Robey, representing the ASA. The ASA has long advised REA to move the LTIP to 4 or 5 years in order to ensure a long-term focus. This can help offset setbacks due to unusual events such as the pandemic, which are greater in the 3-year period chosen by REA. This is now a short of 2 years for the CEO's performance rights. Rather than the stock gap solution, we would like to see a 5-year LTIP. We do, however, commend you for including a third measure of shareholder return in the assessment of performance. Can you comment, please?

Hamish McLennan

executive
#15

Thank you. I'll direct this question to Kathleen Conlon.

Kathleen Conlon

executive
#16

Thank you, Mike, and I'll attempt to address all the parts of the question. First of all, I understand that ASA has a strong preference to a 4- and a 5-year LTI vesting. I would point out that the current pandemic would not -- we wouldn't get any benefit of having a 4- to 5-year benefit from that because of the uncertainty that exists. I would also point out that we operate in a highly volatile -- not volatile but high-velocity market. And as a tech company, we find that the results of our decisions that we make are often available to see within 2 to 3 years. So we think for a high-tech company that 3 years is the right number. We've picked the 2 years simply due to our inability to set a target. So we understand your position. And I think in the nature of a technology company, we're very comfortable with our 3-year period.

Hamish McLennan

executive
#17

Thank you, Kathleen. Are there any other questions Tamara?

Tamara Kayser

executive
#18

There are no further questions on this item.

Hamish McLennan

executive
#19

Thank you. As there are no further questions, we'll proceed to the vote on resolution 4A. I note the proxy and direct votes in respect of this agenda item is set out on the screen. And I'll put the motion to the meeting. Please now vote online next to resolution 4A, if you haven't already done so. [Voting]

Hamish McLennan

executive
#20

Okay. Item 4B. We now move to the final resolution concerning the approval of a grant of 12,541 performance rights under the REA Group recovery incentive plan to the Chief Executive Officer, Owen Wilson. If the performance rights vest and Mr. Wilson becomes entitled to be allocated to shares, all such shares will be purchased on market by the company and transferred to Mr. Wilson. Accordingly, the grant of the performance rights and allocation of shares on vesting of those performance rights to Mr. Wilson does not require shareholder approval under ASX Listing Rule 10.14. The Board has nevertheless voluntarily seeking shareholder approval in recognition of the importance of shareholder engagement on key remuneration issues. The impact of the COVID-19 pandemic means that the challenging performance measures in respect of both revenue and earnings per share growth that applies to the LTI plan for 2021 and the LTI plan for 2022 performance rights, which are due to be tested following the 30th of June 2021 and 30th of June 2022, respectively, are highly unlikely to be met even at threshold levels. The company's remuneration structures are intended to be a tool for both retention and motivation of senior executives, and the LTI Plan 2021 and the LTI Plan 2022 no longer fulfill this objective. Accordingly, the Board has also resolved to offer the executive leadership team, including Mr. Wilson, a recovery incentive plan that may be earned for performance over FY '21 and FY '22. The number of performance rights issued to Mr. Wilson is determined by reference to the 2 years of LTIs, which will not vest in any amount that the Board considers to provide a sufficient incentive to help retain and motivate Mr. Wilson. Mr. Wilson is being allocated a number of recovery incentive plan performance rights that equates to 40% of the maximum number of performance rights that could be granted under the combined LTI plan for 2021 and the LTI plan for 2022. In order to stop the recovery incentive plan presenting the opportunity for double dipping, to the extent that either of the LTI plan for 2021 or the LTI plant for 2022 grant vests, the recovery incentive plan outcomes will be reduced by the same proportion as the relevant LTI grant vests. I move that approval is given for the grant of 12,541 performance rights under the REA Group recovery incentive plan to the Chief Executive Officer, Owen Wilson, in the manner set out in the explanatory notes in the notice of meeting. Turning now to questions. REA Group has not received any written questions on this item prior to the AGM. I will now turn to the online questions received from you during the course of today's meeting. I will ask Tamara to read out any questions received on this item. Tamara, are there any?

Tamara Kayser

executive
#21

Chairman, we've received the following question from Stephen Mayne. An 18% protest vote is substantial. What caused this?

Hamish McLennan

executive
#22

Kathleen, can I ask...

Kathleen Conlon

executive
#23

Thank you for the question, Stephen. I think one of the proxy advisers was concerned about the degree to which we proactively provided targets before the vote, which is something that we've consistently chosen not to do. I did actually have a conversation with a number of investors post this, and they are -- want to be very clear how this aligns with shareholder value, and we think it does. So with the areas that we've picked as the recovery hurdles are ones that we think strongly correlate with shareholder value. And we don't think that the management not having LTI afoot correlates to shareholder value. The shareholders have done very well even through this time period. So that's why we chose to do what we did.

Hamish McLennan

executive
#24

Thank you. Tamara, are there any other questions?

Tamara Kayser

executive
#25

Chairman, there are no further questions on this item.

Hamish McLennan

executive
#26

Thank you. As there are no further questions, we'll proceed to the vote on resolution 4B. I note that the proxy and direct votes received prior to the meeting in respect of this item of business is set out on the screen. I'll now put the motion to the meeting. Please now vote online next to resolution 4B, if you haven't already done so. [Voting]

Hamish McLennan

executive
#27

Okay. Thank you for taking part in the formal business of the AGM. Tamara, are there any other questions that have come through online that are general in nature?

Tamara Kayser

executive
#28

Yes, Chairman. The first question is from [ Peter Calaiaro ]. REA has become News Corp's most valuable asset by the length of the Flemington straight. That is very long. Would REA ever consider a capital raise to take over News Corp. You could keep the REA and move, float The Wall Street Journal on the NASDAQ, float the publishing business in London and return the newspapers to Rupert Murdoch free of charge.

Owen Wilson

executive
#29

It's a slightly cheeky question, but it's not something the Board would entertain or has entertained. Thank you.

Hamish McLennan

executive
#30

Tamara?

Tamara Kayser

executive
#31

The next question has been asked by Stephen Mayne. News Corp is printing over 100 suburban and regional newspapers after COVID hit, costing them an estimated USD 111 million in revenue on an annualized basis. How much were we spending in advertising in the print editions of these titles? And was this a disappointing move from our perspective, losing an important channel to reach property purchasers and sellers?

Hamish McLennan

executive
#32

I'll ask Michael Miller to address this question, please.

Michael Miller

executive
#33

Thank you, Chair. The -- actually, those titles from the News Corp portfolio did not have an impact on the REA Group. Much of the traffic that REA and that News Corp share, and particularly the traffic that -- audience that News Corp drives towards REA, have been in the digital channels. And that -- those mastheads in the main still exist in those markets. And those audiences not just remained during this period of time but actually grown.

Hamish McLennan

executive
#34

Thank you. Tamara?

Tamara Kayser

executive
#35

The next question received was from Stephen Mayne. The CEO said REA was passionate about tackling climate change in the video that was playing before the formal addresses. Could Owen address the question of how he can reconcile this position with the fact that our parent company, News Corp, is arguably the leading obstacles of sensible climate policies in Australia? Does REA, as a company, disagree with commentators Terry McCrann and Andrew Bolt on climate change?

Hamish McLennan

executive
#36

Owen, do you want to deal with that first, and then Michael will add to it afterwards?

Owen Wilson

executive
#37

Sure. I'll go and stand by the fact that we have decided to go carbon neutral from this financial year. We see sustainability as a key thing that we believe in, and it was REA's decision to go carbon neutral and to have our own carbon reduction targets that are science-based. So we're very proud of that achievement.

Hamish McLennan

executive
#38

Michael?

Michael Miller

executive
#39

For clarification, Stephen, News Corp does not deny climate change or the severity of it despite the claims of others and particularly former Prime Ministers. Post criticism of the company in this year, I've restated that position on January 9. In addition, we conducted an audit of mastheads from the start of the bushfires, May, September to the end of January. And during that period of time, we published 3,335 articles on climate change, of which only 3.2% mentioned the word arson or arsonists. In addition, during that period, news.com.au published 3,000 -- 300 articles, of which only 5% mentioned arson or arsonists. I'll reinforce again, we do not deny climate change or the severity of it.

Hamish McLennan

executive
#40

Thank you. Tamara?

Tamara Kayser

executive
#41

Chairman, we've received the following question from Stephen Mayne in relation to Richard Freudenstein. Having joined the Cricket Australia Board in 2019, '20, wouldn't it be better for Richard to become independent of News Corp by no longer representing News Corp on this board? If not, how can Richard serve Cricket Australia independently when News Corp is the pay TV rights holder?

Hamish McLennan

executive
#42

Would you like to take that, Richard?

Richard Freudenstein

executive
#43

Thanks, Stephen, for that question. In my opinion, I'm very capable of doing more than one thing at once. In this case, when I'm on the Cricket Australia Board, I think about Cricket Australia. When I'm on the REA Board, I think about what's best for REA. It's up to News Corp whether they wish to continue to have me as a Director on REA. And I hope that my years of service on REA have shown that I'm adding value to the REA Board.

Hamish McLennan

executive
#44

Thank you. Tamara?

Tamara Kayser

executive
#45

Chairman, we've received the following question from Stephen Mayne. Malcolm Turnbull recently urged credible Australians such as journalist, Paul Kelly, to leave News Corp out of protest about the company's constant wrecking of meaningful climate change policy. If even James Murdoch now refuses to be associated with News Corp, why are our directors remaining involved, particularly when REA claims to take climate change seriously? Can News Corp Australia Executive Chairman and REA Director, Michael Miller, please explain News Corp's real position on climate?

Hamish McLennan

executive
#46

I think Michael has sufficiently addressed that issue. That's a question for News Corp, not an REA issue, and I'll decline to answer that. Tamara, next question.

Tamara Kayser

executive
#47

More than 500,000 -- sorry, Chairman, this is a question from Stephen Mayne. More than 500,000 people signed a parliamentary petition promoted by Kevin Rudd calling for a Royal Commission into our parent company, News Corp. Can Owen and Hamish address the question of what risks there are for REA if sentiment against our parent company deteriorates further and it does end up facing a Royal Commission? What are the sorts of hostile regulatory actions which governments, state and federal, could use against REA Group?

Hamish McLennan

executive
#48

Again, I think that's an inappropriate question for REA. It's a question for News Corp, and this is an REA meeting, so I'll decline to answer that. Tamara, next question, please.

Tamara Kayser

executive
#49

Chairman, we have received a comment from Mr. Michael Robey, representing the ASA. Firstly, congratulations on the continued momentum of the REA business, particularly in light of the domestic and international COVID impacts, which you've navigated very well. Our retail shareholders are generally much longer-term investors than institutional groups and have enjoyed good returns for years now.

Hamish McLennan

executive
#50

Thank you. Tamara, is there anything else?

Tamara Kayser

executive
#51

Chairman, we've received the following question from Stephen Mayne. How does Nick tap into real estate agent sentiment to feed into Board deliberations? Are there regular industry forums?

Hamish McLennan

executive
#52

Nick, can I ask you to take that question, please?

Nick Dowling

executive
#53

Yes, there are regular industry forums, a lot of which I'm a part of. So I do have a good -- as I said in my earlier speech, a good channel into the sentiment of the customers. I hold -- in addition to that, I hold long-standing relationships with most of the major groups which represent our major customers around the country through my previous employer at Macquarie Bank, where I held a role advising and facilitating funding for a lot of those clients. So I do have good connections around the country. Most of those -- all of those connections now I'm on the REA Board and take the opportunity to proactively feed information to me as well, which has proven a number of times to be really beneficial to the issues that we're consulting as a Board.

Hamish McLennan

executive
#54

Thank you. Tamara, conscious of time, any final questions?

Tamara Kayser

executive
#55

Chairman, we have received the following question from Michael Robey, representing the ASA. My question is about the Elara Group. At the end of 2017, Elara was added. REA was carrying $788 million in goodwill, mostly for the Asian businesses. At the end of 2020, this was $422 million, largely due to write-downs of the Asian businesses. In 2019, Elara made $25 million in revenue and a loss of $34.6 million. In 2020, the revenue grew to $28.2 million and the loss grew even more to $46.5 million. Can you help us understand the commercial risks in buying out their debt and increasing your equity in such a business?

Hamish McLennan

executive
#56

Owen, can I ask that you take that question?

Owen Wilson

executive
#57

Sure. So we see the India business as a very long-term way to grow value for our shareholders. And there are 2 reasons for that. One is the market. As we said, India is the fastest-growing trillion-dollar economy in the world. But it's also within that economy, there's a strong growth in middle class. And that middle class also has a very strong property focus. And so both the economy and the property sector forecast a very strong growth over the next decade. Then we look at Elara itself, and we're incredibly excited about that. As I said in my speaking notes, it's delivered 42% revenue CAGR over the last 3 years despite the impact of COVID-19 in Q4. It's got the fastest-growing audience in the country. And we have -- since our investment in 2017, we've got to know the business quite well. It's got a very talented management team. It's got a great tech culture, and some of the tech they use in India is even further advanced than what we use here. And so we think the combination of our expertise in that market represents a great long-term value creation opportunity for our shareholders.

Hamish McLennan

executive
#58

Just adding to that, the management and the Board of REA over a long period of time have demonstrated they understand this vertical better than most companies in the world. And we've been very focused on revenue and share price growth and building total shareholder return over a long period of time. So when we look at the India opportunity, we think that it will deliver over the medium to long term and be very worthwhile for all shareholders. Tamara, could I ask for another question, please?

Tamara Kayser

executive
#59

Chairman, we've received the following question from [ Peter Calaiaro ]. Why does REA Group refer to this climate crisis as climate change? The earth is warming not cooling. Surely referring to this as global warming is more accurate.

Hamish McLennan

executive
#60

Look, I think that's ultimately a subjective call. We're very committed to reducing our carbon footprint. And I think that Owen's presentation surely demonstrated what we're doing to become carbon neutral and responsible in that regard. Can I have another question, please?

Tamara Kayser

executive
#61

Chairman, we've received the following question from Stephen Mayne. Can Chairman, Hamish McLennan, address the question of whether it's tenable for him to remain a News Corp-nominated non-independent Chairman of REA when he recently became Chair of Rugby Australia, which has just struck a $100 million deal with Nine, News Corp's biggest rival? Wouldn't it be better for Hamish to move to being independent of News Corp?

Hamish McLennan

executive
#62

Not being too dissimilar to what Richard Freudenstein said, I have a portfolio of responsibilities. I'm aware of my fiduciary duty. It is possibly something to consider on a technical basis in the upcoming year. But like when you refer to that current deal, even though this is an REA meeting, a process was run independent of myself at Rugby and the outcome was what it was. So I respect the question. It's something we can look at in the future. But again, I'm very aware of my fiduciary duties as a Chairman, representing all shareholders, and I'll take that very seriously. Tamara?

Tamara Kayser

executive
#63

Chairman, we have no further questions.

Hamish McLennan

executive
#64

Okay. Thank you for taking part in the formal business of the AGM here today. As I mentioned earlier, voting will close in 5 minutes after the conclusion of the AGM, and a countdown timer will appear at the top of your screen, advising the remaining voting time. If you have not already cast your vote, can you please do so now? The results of this meeting will be announced to the ASX and will be available on our website as soon as possible after the completion of the meeting. Thank you for our shareholders for participating in today's meeting in this virtual format. I thank you very much for your attendance and hope that you and your families remain safe and well over the coming year. I declare the annual General meeting closed. Thank you, everyone.

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