REA Group Limited (REA) Earnings Call Transcript & Summary

Good morning. I'm Hamish McLennan, Chairman of REA Group Limited. And on behalf of the Board, I'm delighted to welcome you to our 2021 Annual General Meeting. Our Company Secretary, Tamara Kayser, informs me that a quorum is now present. I would like to declare the meeting open, and the Notice of Meeting is now taken as read. 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 communities safe throughout the pandemic. This means that all attendees are joining virtually from various locations. I would like to acknowledge the traditional custodians of the land on which the headquarters is based, the Wurundjeri People of the Kulin Nation, and pay my respects to the Elders, past, present and emerging. 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, present and emerging. 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 to my location, then I nominate Michael Miller to assume the Chair. In the unlikely event that we take steps to adjourn the meeting, we'll 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 a 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 meeting 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. Except when noted, items of business are ordinary resolutions and, therefore, can be decided by a majority of votes cast by shareholders. If you experience any technical difficulties during today's meeting, please call the help line number shown on the screen. [Operator Instructions] You do not need to wait until the formal items of business to submit your questions. There may be a slight delay in transmission. So can I please encourage you to start submitting your questions now. Due to time constraints, it may be possible that we run out of time to answer all questions. [Operator Instructions] Where we have received multiple questions on the same topic, these may be combined. All questions will be addressed to me as Chairman. I will direct questions to other directors, management or the auditors as appropriate. Questions relating to customer, consumer or personal shareholder matters won't be put to the meeting, and you will be contacted separately after the meeting. Similarly, this is a meeting of shareholders of REA Group and questions will be put to the meeting only if they relate to REA Group. Joining me today are Jennifer Lambert, Independent Non-Executive Director and Chair of the Audit Risk and Compliance Committee; Nick Dowling, Independent Non-Executive Director and Chair of the Human Resources Committee; Kathleen Conlon, Independent Non-Executive Director; Richard Freudenstein, Non-Executive Director; Michael Miller, Non-Executive Director; Tracey Fellows, 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 here today. And finally, representing the company's auditors, Ernst & Young, is David McGregor. While David has now rotated off as a partner, he was the lead audit partner for the FY '21 audit and will be available to answer questions on the auditor's report and conduct of the audit later in the meeting. Moving to our agenda for today's meeting. Firstly, I will provide a brief overview of REA's FY '21 highlights. Owen will then deliver an update on our FY '21 operational performance and our Q1 results for FY '22. In accordance with the Notice of Meeting, we will then move to the formalities of the meeting. Through a year that saw ongoing disruption and volatility, REA accelerated its growth ambitions and delivered excellent financial results. Operational excellence, including record audience levels and the launch of new products and features, was complemented by the completion of a number of strategically significant transactions, which will provide the foundations to deliver long-term sustainable growth. Turning to REA Group's FY '21 financial performance, highlights from our core operations included revenue of $928 million, up 13%; EBITDA of $565 million, up 19%; a net profit of $318 million, up 18%. These results included a strong focus on cost management, which resulted in core operating costs, excluding acquisitions, being contained to 3% year-on-year. The group's overall financial position remains in excellent shape. As you can see on this next slide, shareholders continue to benefit from strong earnings and dividends. REA Group's strong cash position and balance sheet underpin the Board's decision to declare dividends per share of $1.31 for the year, up 19% year-on-year. while earnings per share were $2.47, up 21% year-on-year. Importantly, REA maintained its strong operating EBITDA margin of an impressive 60%. As you can see on the next slide, alongside REA's strong financial result, a number of significant transactions were completed. In Australia, REA announced new strategic partnerships with Realtair, an industry-leading proptech platform providing solutions to connect the real estate sale process from appraisal to settlement. And CampaignAgent, owner of the market leading buy-now-pay-later solution for vendor-paid advertising. The successful acquisition of Mortgage Choice and investment in software company Simpology, builds on the strength of our Smartline broker business and accelerates our financial services strategy. REA acquired a controlling interest in India's Elara Technologies Pte. Ltd., which was rebranded to REA India in September this year. REA India operates the property portals Housing.com and Makaan.com and property brokerage, PropTiger.com. Despite India being heavily impacted by COVID, REA India delivered an impressive 23% local currency revenue growth. In Southeast Asia, REA completed the transaction to transfer the entities conducting its Malaysia and Thailand operations into PropertyGuru, a leading digital proptech company. This was in exchange for REA receiving an initial 18% interest in PropertyGuru. And our CEO, Owen Wilson, has assumed a seat on the PropertyGuru Board. Owen will talk to these transactions in more detail shortly. Reflecting REA's strong performance throughout FY '21, our share price has traded at record highs. These results are testament to the dedication of REA's talented workforce. On behalf of the Board, I'd like to thank Owen and the team for their unwavering commitment, particularly given the ongoing turbulent market conditions endured during 2021. I would also like to acknowledge and thank my fellow Board of Directors and their collective efforts to support our continued success. At the end of this meeting, Kathleen Conlon will retire as a Director of the company. I would like to take a moment to acknowledge Kathleen's contributions. Kathleen joined the REA Group Board in 2007. She has also served in a number of roles, including Chair of the Human Resources Committee and member of the Audit, Risk & Compliance Committee. And on behalf of the Board and management, I would like to thank Kathleen for her tremendous support and help and advice during this period. Over the past 14 years, Kathleen's support and counsel has been particularly valued, and we wish her well for the future. You may have seen in our recent announcement that Kelly Bayer Rosmarin will be joining the REA Group Board. This will be effective from the 1st of January 2022, filling the vacancy created by Kathleen's departure. Kelly brings a wealth of experience to our Board, including an excellent track record of driving innovation at scale, while growing and operating large global businesses. REA has strong foundations, a clear purpose and an exciting growth strategy, all of which point to a rewarding and prosperous future. We thank our valued stakeholders for your ongoing support, and we look forward to a successful 2022 fiscal year. I will now invite Owen to talk to our operational performance and provide an update on the first quarter results for FY '22.

Thank you, Hamish, and good morning, everyone. The 2021 financial year has been a defining period for REA, successfully navigating the pandemic to deliver an excellent result and emerge an even stronger business. I'm proud of our team's ability to respond to the changing needs of our customers and consumers, while accelerating our growth opportunities through a number of pivotal investments, which I'll expand on shortly. REA's strategy remains consistent, as outlined on this slide, and we continue to make great progress in the delivery of our key objectives during the year. At the heart of our success is our audience leadership and once again, REA extended our position as the clear #1 in online real estate. We saw a record number of average monthly visits to the site rising to 121 million, up 35% year-on-year. That's 3.3x more visits than the nearest competitor. And of the 12.6 million people who visited realestate.com.au on average each month, 6.4 million used our site exclusively. realestate.com.au continues to be recognized as one of Australia's leading online brands. In September, we were delighted to be ranked #7, reaching over 60% of Australia's adult population. Core to our strategy is providing our customers with the largest and most engaged audience of property seekers. We do this by delivering highly personalized experience to help cultivate lifelong relationships with people right throughout their property journey. As a result, we have a highly engaged membership base, which continues to grow. The launch of our Property Owner dashboard has been a great success, empowering consumers to monitor the market and help them make the best choices. Importantly, the dashboard is acting as a powerful intermediary to connect buyers and sellers with agents and agencies. Almost 25% of owners visiting the dashboard have become a seller, refinance or landlord prospects since launch, while the volume of leads delivered to our customers has increased over 70%. We continue to see more owners embrace our functionality to track properties. Using our PropTrack data, this feature allows people to monitor the latest valuation of their homes, investment properties or properties they're interested in keeping an eye on. Turning to our customers. We remain focused on providing agents and agencies with more leads from buyers, sellers and renters to contribute to their ongoing success. Pleasingly, we saw over 1.8 million average monthly visits to the Find Agents section of realestate.com.au, up 17% year-on-year. We also saw a 67% year-on-year increase in the number of seller leads, connecting our customers with more prospective vendors. We continue to launch new products and features to ensure we're meeting the ever-changing needs of our consumers and customers. This year, we unveiled Connect, a suite of digital products to empower our customers at every stage of the prospecting journey. This includes access to customizable presentation and branding tools, powerful property and demand data and the digital capability to sign and secure listings on the spot. Customer feedback has been overwhelmingly positive since we launched. Our existing suite of advertising solutions continue to deliver superior value to our customers and their vendors. We saw record sign up to our depth contracts in Q4, while average monthly buyer enquiries increased 55% year-on-year. When it comes to providing the richest content, data and insights to empower our customers and consumers, our team continues to make great progress. Our Hometrack business was rebranded to PropTrack in February this year and delivered a record financial performance. Our team of in-house property experts, market analysts and data scientists continue to inform the market via our growing suite of Reports and Insights. Turning to our focus on building next-generation marketplaces. Our financial services strategy is core to this. As Hamish mentioned earlier, REA completed the acquisition of Mortgage Choice in July this year. This acquisition not only increases our access to the $400 billion home loan market, it positions REA's combined Mortgage Choice and Smartline business as the #2 retail mortgage broking business in Australia. Since completing the acquisition, we've made excellent progress to integrate our businesses, including the announcement that the combined businesses will operate under the Mortgage Choice brand. In June, REA acquired a 34% stake in Simpology, an Australian software company providing mortgage application and e-lodgement solutions for the broking and lending industries. Simpology's technology enables direct transmission of digital mortgage applications to a broad range of banking and lending partners. This technology will also deliver significant productivity improvements to our broker network. Expanding on our rent offering is also key to our marketplace strategy. realestate.com.au is Australia's #1 destination for rent. During FY '21, an average of 21.8 million [Audio Gap] products that also deliver a great consumer experience. When looking at REA's global footprint, a number of significant developments occurred through 2021, as Hamish alluded to earlier. In December, we completed the transaction to acquire a controlling interest in Elara, which was subsequently rebranded to REA India. This business presents exciting opportunities as India's real estate market continues to experience rapid digitization. This year, despite the impacts of COVID, REA India delivered local currency revenue growth of 23% and grew audience levels significantly up 92% year-on-year. While it's still early days in our journey in India, the progress this year points to an exciting future. In August, REA completed the transaction to combine our Malaysia and Thailand businesses with PropertyGuru Group. PropertyGuru holds a #1 position in 4 of the 5 key Southeast Asia markets and the business is perfectly positioned to propel the next wave of proptech innovation across the region. And finally, REA's investment in North America's Move, Inc. performed strongly throughout the year, delivering an excellent financial result and continued growth in realtor.com's audience. Turning now to the first quarter results of FY '22. REA Group has started the year strongly despite Sydney and Melbourne being significantly impacted by COVID restrictions. Reported revenue for the 3 months ended 30 September 2021 was $264 million, an increase of 35%. And EBITDA from core operations, including associates, was $158 million an increase of 25%. Excluding acquisitions, revenue growth was 22% and EBITDA growth was 24%. Core operating costs, excluding acquisitions, increased by 13%, primarily driven by higher headcount and salaries to support the delivery of REA's growth agenda. Looking at our audience position, realestate.com.au continues to extend its leadership as Australia's #1 property site. During Q1, average monthly visits increased 13% year-on-year to over 129 million. On average, 12.6 million people visit realestate.com.au each month during the quarter and in July, a record 7.3 million people chose to use our site exclusively. Buyer inquiries also reached record levels during the quarter, up 61% year-on-year, providing our customers with an increasing volume of qualified leads. Turning briefly to current trading. With COVID restrictions now being lifted in Sydney and Melbourne and clear road maps out of lockdown announced, our market is returning to a more COVID-normal state. Current residential market conditions remained strong, conditions are perfect for sellers to list with buyers out in force. In October, we saw our highest-ever visits to realestate.com.au, reaching 145.5 million and record buyer enquiries increasing 49% year-on-year. National listings also grew strongly in October, increasing 16%. These excellent market conditions are underpinned by continued low interest rates and healthy bank liquidity, all of which points to a continuation of this positive momentum. The world has changed considerably in the last year. The global pandemic has created unpredictable economic and social conditions, which have impacted all of the markets in which REA Group operates. Now more than ever, REA recognizes the importance of demonstrating our commitment to sustainable business practices, which underpins everything we do. During the year, we are delighted to make strong progress towards our ESG targets, which included improving our MSCI rating to an A and receiving carbon-neutral certification from the Australian government's Climate Active program. Finally, I'd like to take a moment to thank my talented executive leadership team for their invaluable support and expertise. This year, we are pleased to welcome Chris Venter to REA as our Chief Technology Officer. Chris brings a wealth of experience gained from working within the IT industry across professional services, startups and large software companies. This team has absolutely galvanized throughout 2021 to provide true leadership and deliver stellar results. I thank you all for your tenacity and willingness to always go that extra mile. My thanks also to our Board of Directors for your invaluable counsel and I, too, echo Hamish's sentiment, and thank Kathleen Conlon for her contribution to our business over the past 14 years. REA's current momentum, coupled with our strategic investments and exciting product road map, provides an excellent platform for ongoing growth. We've emerged from 2021 a stronger business and the outlook for our future is extremely bright. I'll now hand back to Hamish to continue with the formalities. Thank you.

Thank you, Owen on another great set of results and a fabulous effort. I will now proceed with the formal business of the meeting. The Notice of the Meeting sets out the matters for consideration by shareholders today and the items of business now being shown on your screen. During the meeting when we get to each item, we will display the proxy votes and the direct votes received in advance of the meeting in respect of that item. As indicated in the Notice of Meeting, where I, as Chairman of the meeting, have been nominated as the shareholder's proxy, I intend to vote undirected proxies in favor of the resolution to the extent permitted and will vote shareholder 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 will apply to those who have an interest in the resolutions and certain of their related parties or associates. I 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 your screen, advising the remaining voting time. Once you've submitted your vote, you may change it up until the time of the voting closes. Daniel Reid of Link Market Services will act as returning officer. I now table the 2021 Annual Financial Report and the reports of the directors and auditors for the year ended 30 June 2021 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 as well as the business and the operations of REA.

Turning now to questions. REA has not received any telephone questions on any of the items of the business being considered at today's meeting. Prior to the AGM, REA received one written question on operating matters. I'll ask Tamara Kayser to read out that question now.

Thank you, Hamish. [ Thomas Taplin ] has asked, there have been several companies which have announced upcoming launches into the portal sector, the most noticeable being Homely.com. With strong industry support and a focus on advertising to the same volume of people for a fraction of the cost, how does REA intend on keeping their existing market share? Does REA Group have any intention of buying out its competitors such as Domain?

Thank you, Thomas for that question, I'll ask Owen to respond.

As you saw on the strategy slide, one of the core pillars of our strategy is providing our customers with the largest and most engaged audience of property seekers. And as we saw through the year, we continue to hit record after record after record in terms of our audience levels. But we never take our audience position for granted. We're always looking for new ways to provide extra value to our consumers who come to our site. And we're very confident that we've got the value in train for the future. In relation to your question regarding Domain, while we would not comment on potential future acquisitions, I can tell you with some certainty that we have no intention of buying Domain.

Thank you, Owen. 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.

Thank you, Hamish. The first question is from [ Marcel Coleman ]. And it relates to the security and integrity of REA databases, there are 3 parts to this. First, how secure are our 2 Chinese databases from third party or government access or manipulation? Second, how secure is the REA database from Chinese or external access or manipulation? And third, have there been any incidents of Chinese or third-party attempts to access or manipulate the main REA database?

Thank you, Marcel. Great to hear from you again. I'll ask Owen to respond to that question.

Marcel, firstly, look, we don't have any databases in China, and we're a cloud-based business. And so there's nothing stored -- well, none of our data actually is stored in China. In relation to our security, cybersecurity is obviously a big focus of ours. We've got a very talented team that's growing. We're continuing to increase our investment in cybersecurity year-on-year at REA. And in relation to specific attacks from China, we're not aware of anything at this stage.

Thank you, Owen. Tamara, any other questions?

Yes. We've received a question from [ Stephen Maine ] as follows. Did any of the 5 main proxy advisers in the Australian market, ACCI, ASA, Ownership Matters, Glass Lewis and ISS recommended vote against any of today's resolutions? Excluding the News Corp shareholding, has there been a material proxy protest vote against any of today's resolutions? And thirdly, will you disclose the proxy votes before the debate on today's resolutions, so shareholders can ask questions if there have been any protest votes?

Can I ask Nick to answer those questions, please? Nick Dowling could you please come up to the lectern?

Thank you, Hamish. Thanks for the question, Stephen. We won't be going through the disclosure of all of the proxy votes. We will show you some, but I don't think it's appropriate for you dealing in hypotheticals about News Corp versus non-News Corp but every shareholder is entitled to their vote regardless of size. I hope that answers your question. Thank you.

Tamara, any further questions?

Yes, we've received another question from Stephen Maine. Our market power is clearly growing. And with a market capitalization of more than $20 billion, we clearly have significant control over some of the value chains in the Australian property market. Could the CEO comment on how our engagement and relationship with the ACCC works? For instance, would we be able to become #1 in the mortgage broking market or directly move into the real estate agency market?

Owen?

Thanks, Stephen. I'll probably do this in reverse order. We have no intention moving into the real estate agency market. A key tenet of our strategy is that real estate agents had great value to the transaction process for property and our strategy is to support our customers in that regard. In relation to becoming the #1 mortgage broking business in Australia, we absolutely would like to be able to achieve that. And we have an ambition that we stated publicly that we'd like to originate 1 in 10 mortgages in the country, and we intend to do that through organic means after the acquisition of Mortgage Choice. In relation to the ACCC, we don't have a lot of interaction with the ACCC. Obviously, when we undertake any acquisitions, we have to engage with them and obviously get their clearance, but there's no day-to-day interaction with them.

Thank you. Tamara, any further questions?

There are no further questions on this item.

Thank you. I'll move on to Item 2. The first resolution today concerns the adoption of the Remuneration Report, which sets out in the company's 2021 Annual Report. I'll remind you that the vote on this item is advisory only, and we all consider and take into account the vote and feedback from shareholders on the Remuneration Report. The Board recommends that shareholders vote in favor of this resolution. The resolution is that the Remuneration Report for the year ended 30 June 2021 be adopted. I note that the proxy and direct votes received prior to the meeting in respect to this item of business is set out on the screen. I will now ask Tamara to read out any questions received on this item.

Thank you, Hamish. We've received one question from Stephen Maine. All of the directors have done a great job delivering for shareholders. Who holds the power at News Corp in terms of whether the Neds should receive more cash? Hamish, as Chair, you appear to be underpaid compared with other chairs of companies capitalized at more than $20 billion. Have you asked the Murdochs for an increase in your Chairman's fee? And are you paid any additional money by News Corp or Murdoch entities outside of REA?

I can answer that I'm not paid any additional fees outside of REA. REA do not have any undue influence either on the independent directors of the Board. They're a very supportive major shareholder of the company. And I think if you look at the growth that we have had for all shareholders, over the years, then I think all shareholders should be satisfied with the way management has delivered for everyone in that regard. I am very satisfied with the fees that I get. I love the company. I think REA is a wonderful business. I'm very proud to play my small part over the years. And despite the size of the company, I think what I get paid and what I will hopefully be paid is very fair. So thank you.

So Tamara, I take it there are no further questions, as you said. So as there are no further questions, we'll proceed to vote on resolution 2. Please now vote online next to Resolution 2, if you haven't already done so. [Voting]

I will now move to Item 3A. Item 3A relates to the election of Jennifer Lambert as a Director. Ms. Jennifer Lambert was appointed as an Independent Nonexecutive Director of the company on the 1st of December 2020 and is today offering herself as -- for election as a director. Ms. Lambert's details are set out in the notice of meeting. The Board, other than Ms. Lambert, unanimously supports her election and recommends that shareholders vote in favor of this resolution. We will now hear from Ms. Lambert through a short address.

Good morning, ladies and gentlemen. My name is Jennifer Lambert, and I appreciate this opportunity to seek your support for my election to the Board of REA Group Limited. I would like to give you a bit of background around my skills, experience and areas of expertise and how they will assist REA and complement other members of the Board. I gained significant experience working at PricewaterhouseCoopers for over 10 years on accounting and financial matters, including corporate capital raisings, acquisitions, divestments and other transactions, primarily in the property and related sectors. Following this, I was Chief Financial Officer for the listed Valad Property Group, for 13 years, driving extensive domestic and international business growth, while also successfully navigating the company through a series of complex corporate issues during the GFC. Post GFC, I've had an integral role in the sale to private equity and the continued repositioning of the business to a sustainable platform. Since leaving my CFO role over 5 years ago, I have been actively engaged as a Nonexecutive Director and presently serve on the boards and audit committees of BlueScope Steel, NEXTDC Limited, along with a wholesale property fund managed by Investa Property Group. Thank you for your time. With your support and consent, I look forward to continuing to serve you as a Director of REA and using my experience and personal interest, especially in the areas of property and finance to help contribute to the continued success of your company.

Thank you. I move that Jennifer Lambert, having been appointed as a Director of the company since the last Annual General Meeting and being eligible, be elected as a Director of the company. I note that the proxy and the direct votes received prior to the meeting in respect to this item of business is set out on the screen.

I will now turn to any questions received from you during the course of today's meeting. I'll ask Tamara to read out any questions received on this item.

Thank you, Hamish. We've received one question from Stephen Maine. Is Jennifer comfortably -- comfortable being associated with News Corp and the Murdochs, given the way they've run climate denial-ist campaign, have been associated with Donald Trump? What did you think of the Rodd and Turnbull attacks on News Corp?

I think that's an inappropriate question. This is an REA meeting. Having said that, I'm happy for Jennifer to say whatever she feels like saying.

Thanks, Hamish. Thank you, Stephen, for the question. I guess my decision-making was as an independent director joining the Board of REA, my decision-making was around REA as an organization. And as you can see from my actions, I'm very pleased to join REA.

Thank you. As there are no further questions, we'll proceed on the vote on resolution 3A. Please now vote online next to Resolution 3A, if you haven't already done so. [Voting]

I will now move to Item 3B. Given that the next resolution relates to my reelection, I will now vacate the Chair in favor of Michael Miller. Michael?

Thank you, Hamish. In relation to Item 3B, Hamish McLennan was appointed as a Nonexecutive Director of the company on the 21st of February 2012, following which he was appointed Chairman on 10th of April 2012. He retires by rotation and being eligible, he is today standing for reelection as a director. Mr. McLennan is an experienced media and marketing industry executive, who's Executive Chairman and Chief Executive Officer of Ten Network Holdings until July 2015. And before that, Executive Vice President, Office of the Chairman at News Corp. Previously, Mr. McLennan was Global Chairman and CEO of Young & Rubicam, part of WPP, one of the world's largest communication services groups. The Board, other than Mr. McLennan, unanimously support his reelection and recommend that shareholders vote in favor of this resolution. Mr. McLennan will address the meeting with a few words.

I've had the privilege of serving as a Director and Chairman of REA Group for the past 9 years. REA operates with a very great purpose and a consistent growth strategy, combined with excellent operational and innovation capabilities displayed by our highly engaged workforce. While I presided over the company, significant shareholder value has been delivered, and we have witnessed the organization evolve and become stronger. I'm proud of the company's achievements during my tenure as Chairman, and I believe my leadership and guidance has contributed to this success. Such achievements include cultivating Australia's #1 destination for online real estate. More recently, my skills and experience have steered the business through multiple transactions, which will provide the foundations for sustainable long-term growth. I also take great pride in the steps the company has taken to improve our ESG measures, which I've encouraged and supported. This is included in us becoming a carbon-neutral organization and having equal gender representation across REA Group. With your support, I'd be honored to be reelected as a Director of REA Group. I'm extremely energized by REA's future opportunities and with the prospect of working with the Board and management to deliver the next wave of growth for REA and its much-valued stakeholders.

I move that Hamish McLennan, who retires in accordance with the company's constitution and being eligible, be reelected as a Director of the company. I note that the proxy and direct votes received prior to the meeting in respect to this item of business are set out on the screen.

I'll 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.

Thank you, Michael. We have received several questions. The first one is from Stephen Maine. Could Hamish please detail how he communicates with News Corp. being their nominee as Chair? As the controlling shareholder, what access to News Corp's co-chairs and controlling shareholders, Rupert and Lachlan Murdoch have to REA documents and internal information? Is there a controlling shareholder protocol in terms of information flows?

Thank you, Stephen. I'll ask Hamish to answer that question.

So very simply, I treat all shareholders the same. There is no preferential treatment of information given to News Corp. at all. I don't deal with Rupert or Lachlan Murdoch on REA whatsoever. We have enough News Corp representatives. The information flow is and has been established for many years. It's authenticated by the independent directors. The independent directors are very satisfied in terms of how we deal with News Corp and everything is incredibly transparent with the right robust governance structure supporting it. Thank you.

Thank you, Hamish. Tamara, are there any further questions?

We've received a question from [ Steve Van Emerick ]. We note that Mr. McLennan was appointed as a Chairman in 2012. So the current term will take him to nearly 13 years of service, which exceeds the test that the ASA and others have for independence. At the very least, there should at least be a process to test the true independence of the director, particularly the Chairman. May I ask if such a process was undertaken?

Mr. McLennan, as appointee of News Corp and that he is -- under his leadership and the contribution of management and other Board members, is -- the company continues to perform, and that is why News Corp has also -- continues to put him up as being a director of the company. And in relation to his independence, I'll pass it to Nick Dowling to answer that from an independent director's perspective.

Thank you, Michael. As an independent director, I can certainly confirm that Hamish served his role as chair in a very even handed and objective manner. I don't see any in any way that his role is compromised by the fact that he's a News nominee. He has a wealth of knowledge and experience in REA and all of its businesses, which is -- remains hugely beneficial in all Board discussions. And I think the results speak for themselves during Hamish's term as Chair. We also recognize that it's beneficial in terms of diversity on the Board that we have a mix of tenure when it comes to directors, some directors, including a chair that's been on the Board for some time, comes with that wealth of knowledge as well as some shorter-term directors. Jennifer has been on the board for 12 months. We welcomed Kelly onto the board in January, and I think that diversity is reflected in the REA Board. Thank you.

Thank you, Nick. Tamara, are there any further questions?

Yes. There is one further question from Stephen Maine. There was a big 27.9 million share vote against Hamish, with shares worth more than $4 billion cast against his reelection. What changes will be made to address the concerns of independent shareholders? And which of the proxy advisers recommended against Hamish?

Stephen, would ask -- I think we've answered your question regarding proxy advisers. We continue to engage with all shareholders and on an ongoing basis, including our proxy advisers, and we will continue to get a better understanding of what concerns they do have. And after taking those on board, we'll consider them and if any changes need to be made. Tamara are there any further questions?

There are no further questions on this item.

As there are no further questions, we'll proceed to the vote on Resolution 3B. Please now vote online next to Resolution 3B, if you haven't already done so. [Voting]

I'll now invite Hamish to resume his role as Chair and move to Item 4A and Item 4B.

Thank you, Michael. We now move to the resolutions concerning the granted performance rights to the CEO, Owen Wilson. Details of the proposed grant are set out in the Notice of Meeting. These 2 items will be voted on separately, but are being dealt with together for the efficient conduct of the meeting. First, Item 4A relates to the approval of the additional grant to 2,660 performance rights and the 2023 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 under the LTIP, all such shares will be purchased on market by the company and transferred to Mr. Wilson. Accordingly, the grant of performance rights and the allocation of shares on vesting of those performance rights to Mr. Wilson does not require shareholder approval under the ASX Listing Rule 10.14. The Board is nevertheless voluntarily seeking shareholder approval in recognition of the importance of shareholder engagement on the key remuneration issues. This grant is intended to compensate Mr. Wilson in relation to his remuneration. He's otherwise entitled to receive as part of his FY '21 remuneration package, which was not reviewed until after the 2020 Annual General Meeting. Remuneration reviews last year were deferred given the uncertainties associated with COVID-19-impacted market conditions, and took place after the Board had more time to observe the impact of the pandemic on the economy and the real estate market. The additional LTI Plan, 2023 performance rights are proposed to be granted in accordance with and subject to the signed performance conditions of the LTI Plan 2023 approved by shareholders at the 2020 Annual General Meeting. Now moving to Item 4B, which is the resolution concerning the approval of the grant of 7,959 performance rights under the 2024 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 under the LTIP, 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 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 which will vest as of the 30th of June 2024, will be determined by reference to revenue, earnings per share and relative shareholder return are, and tied to performance conditions. No performance rights will vest unless the threshold performance level is achieved, at which point a percentage of performance rights will vest. 100% of the performance rights will vest if the target performance level is achieved, with up to 200% vesting if the stretch target is achieved. The Board, other than Mr. Owen Wilson, considers the CEO's remuneration package to be appropriate in all the circumstances and recommends that shareholders vote in favor of these resolutions. I note that the proxy and directed votes received prior to the meeting in respect to these items of business are set out on the screen.

I will now turn to any online questions received from you during the course of today's meeting. Tamara, have we received any questions?

First, in relation to Item 4A, we've received a comment from Steve Van Emerick. We understand that Mr. Wilson, due to optics around pay rises during COVID, had a planned pay rise deferred until after the 2020 AGM, and therefore, had his LTI for 2023 set at a lower benchmark. We think such things are swings and roundabouts. For example, many CEOs pay is not reduced when company performance lags, so we are unable to support the award of additional rights in this instance.

That is noted. Nick, can I ask you to address some of those issues?

Yes, sure. Noting that it is a comment, we'll give a response. Nevertheless, Owen came into the role a number of years ago on a much lower rem structure than the previous CEO, that gave us time to assess Owen's performance in the early part of his CEO tenure, and we made increases at the end of 2020. It's correct that, that was initially planned for mid-2020. But it was due to the fact that we're in the early months of the pandemic and there was significant uncertainty around the economy and the property market and the business. So we postponed that until the end of the year. The increase that we've made is based off a size-based and comparator-based benchmarking approach and coupling that with his tenure and really high performance leading the company through a significantly challenging period and also some strong growth from the company. So we feel this is a balanced approach to how we set the rem, and we'll continue to monitor these benchmarks as we assess his future performance.

Look, adding to Nick's comments too, I can vouch on behalf of the Board that Owen is a first class CEO, extremely dedicated. Just look at all the key metrics tied to the performance of the business. So in terms of market cap, EPS growth, profit and revenue growth and engagement with our key customers. Not only has he worked really hard, we want him to secure in the role to continue to deliver the great performance that you come to expect from REA. So the independent directors as well as the other directors take all matters around remuneration very seriously. And so having said all of that in the way we traded through COVID, we felt that it was appropriate. Tamara, any further questions?

Yes, we've received a question on Item 4B from Stephen Maine. The CEO has declared his personal passion for taking action on climate change. Could he comment on whether he was pleased to see the recent change of heart by the News Corp tabloids, where REA is a big advertiser. Are any of his pay incentives linked to sustainability or climate change outcomes?

Look, I think REA's commitment to climate change is well noted, Stephen. I respect your question, but you keep tying it back to News Corp-related issues. This is an REA Board meeting. So having said that, I think we'll just keep moving on. Tamara, are there any other questions?

One more question from Stephen Maine. There was a 19 million share protest vote against these LTI grants. Why was News Corp able to vote on this resolution and the remuneration report, given that some of its nominees are paid? And what were the concerns raised by the proxy advisers about Owen's LTI grant?

Nick, can I ask you to address those questions?

Yes, sure. Look, News Corp, like every shareholder is entitled to vote, I think we've made that point already. In terms of any proxy adviser vote against the LTI grant, it predominantly relates to what they would turn a lack of detailed disclosure about the incentive hurdles. So it's an important point to make that we do retrospectively disclose performance relative to target for incentives. So there is some transparency there. However, the main point is that we still consider future targets are commercially sensitive, and therefore, it wouldn't be appropriate to disclose them to the market upfront. And what we actually mean by that is that by having -- if we were to provide this level of detail, it would give our competitors an advantage in how they go about attempting to poach our key talent. And the war for our tech talent is very intense. So we remain prudent on this issue. Now that said, the Board regularly discusses this issue and debates this issue, and we do have a desire over time to increase the level of detail on these incentive hurdles, whilst balancing that commercial sensitivity. And I think it's also important to point out that the target and goal setting approach that we have is very vigorous, and we have a solid track record of setting very challenging and stretching goals.

Thank you, Nick. Tamara, any other questions?

There are no further questions on this item.

Thank you. As there are no further questions, we will proceed to the vote on Resolutions 4A and 4B. Please now vote online next to Resolutions 4A and 4B if you haven't already done so. [Voting]

Thank you. I will now move on to Item 5A and Item 5B. Details of the proposed amendments to the constitution are set out in the notice of meeting. These 2 items are separate resolutions and will be voted on separately, but are being dealt with together for the efficient conduct of the meeting. First, in relation to the general amendments, the company seeks shareholder approval by way of a special resolution to amend the company's constitution. The company's constitution has not been amended since 2012. There have been a number of developments in law, corporate governance principles and general corporate and commercial practice for ASX-listed companies since that time. The company has undertaken a review of the constitution, with a view to updating it and is seeking shareholder approval by way of a special resolution for amendments to the company's constitution. A copy of the proposed constitution marked up to show changes from the existing constitution was available for shareholders to view prior to the meeting on the company's website. The proposed amendments being considered in this item are general amendments. The resolution is that the constitution of the company be amended to set up in the document tabled at the 2021 Annual General Meeting signed by the Chairman for identification purposes, excluding those amendments highlighted with the gray background and as described in the explanatory notes to the Notice of Meeting, with effect from a close of the 2021 Annual General Meeting. Now moving to Item 5B. The company proposes further amendments to the constitution to facilitate the holding of general meetings of the company and the use of technology by way of special resolution. This resolution relates to the constitutional amendments highlighted with the gray background in the document table at the 2021 Annual General Meeting signed by the Chairman for identification purposes, and as described by the explanatory notes to the Notice of Meeting. While REA prefers to hold meetings in person and would hope to conduct this AGM as a hybrid meeting, it is seeking to amend the constitution to give the company the flexibility to hold virtual meetings when it is required in order to respond to circumstances such as the COVID-19 pandemic. This proposed amendment also reflects developments in market practices and enthusiasm expressed by shareholders for holding meetings online. The Board recommends that shareholders vote in favor of these resolutions. I note that the proxy and the direct votes received prior to the meeting in respect of these items of business is set out on the screen.

I will now turn to any online questions received from you during the course of today's meeting. Tamara, have we received any questions on this item?

Thank you, Hamish. Yes, we've received one question from Stephen Maine. There was a big 18.5 million vote against this Item 5B. Was this based on potentially abandoning physical AGMs? Many other companies have dropped this proposal, why haven't we?

No. And look, in the future, we want to either have hybrid meetings or meetings getting in person. We took the decision to just give ourselves the flexibility that given what we've experienced over the last 18 months with the COVID pandemic, we just really want the flexibility to be able to hold these virtual meetings if we need to. But it is our intention in the future to have a full-blown meetings in person, when and if we can. Tamara, are there any other questions?

There are no other questions on this item, Hamish.

Thank you, Tamara. As there are no further questions, we will proceed to the vote on Resolutions 5A and 5B. Please now vote online next to Resolution 5A and 5B, if you haven't already done so. [Voting]

I will now move to Item 6. The company seeks shareholder approval by way of a special resolution for giving of -- the giving of financial assistance by each of Mortgage Choice Proprietary Limited and FinChoice Pty Limited, and Help Me Choose Pty Ltd. within the meaning of the Section 260A of the Corporations Act. I move that the company approves for all purposes, including Section 260B(2) of the Corporations Act 2001, the giving of financial assistance to each company described as an MCL Entity in the explanatory notes to the Notice of Meeting. In connection with the acquisition by REA Financial Services Holding Co. of the entire issued share capital of Mortgage Choice Pty Limited. And each such MCL Entity may from time to time, enter into and give effect to any documentation and transactions comprising or otherwise connected with any financial assistance described above or in the explanatory notes to the Notice of Meeting. The Board recommends that shareholders vote in favor of this resolution. I note that the proxy and the direct votes received prior to the meeting in respect to this item of business is set out on the screen. I will now turn to any online questions received from you during the course of today's meeting. I will ask Tamara to read any questions received on this item.

Thanks, Hamish. There have been no questions on this item.

Thank you. If there are no -- as there are no further questions, we will now proceed to a vote on Resolution 6. Please now vote online next to Resolution 6, if you haven't already done so. [Voting]

I will now move on to Item 7. This is the final resolution of the day concerning the increase in nonexecutive directors' fees. The current aggregate fee pool of $1.5 million per annum from which the company pays nonexecutive directors was last approved by shareholders at the 2016 AGM. Since that time, the sizes and the complexity of the company have grown substantially. Fees paid to nonexecutive directors have increased and there is now only approximately 7% headroom in the fee pool. The Board has also received independent advice from external consultants that its fees paid to nonexecutive directors are at the lower end of the market range when compared to the ASX 10 to 50 peers. The Board seeks approval in accordance with the ASX Listing Rule 10.17 and Rule 7.3(a) of the company's constitution to increase the maximum aggregate director fees payable to nonexecutive directors by $400,000 from $1.5 million to a maximum of $1.9 million per annum. I note that the proxy and the direct votes received prior to the meeting in respect of this item of business is set out on the screen. Tamara, have we received any questions on this item?

Thank you, Hamish. The first question is from Stephen Maine. What is the actual plan in terms of increasing Chair or Director Board fees if this resolution is passed today? I'm relaxed about a big increase, given you have performed so well for shareholders.

Thank you. Nick, can I ask you to take this one, considering it went through your committee?

Sure. Thanks, Hamish, and thanks, Stephen, for the question and the positive support of the resolution. The process is that we traditionally review the Board fees, including chair and committee fees every 2 years. This was last done in 2016 from a cap point of view, from an increase of actual fees that was last done in 2018, we went to do that in the mid-2020. But given the early months of the pandemic and the uncertainty at the time, we decided that was not appropriate to review. So we pushed that back until mid this year, 2021. In terms of the -- what the actual plan is, the plan is not to increase the Board fees anywhere near to the level of the proposed new cap. It will be, in fact, marginally under $1.6 million, nowhere near the $1.9 million, but we are proposing that higher cap to give us increased headroom so that we're not having to come back for this on a regular basis and also give us the flexibility, for example, if we were to appoint an additional director or there are future increases to the existing director pool.

Thank you. Tamara, are there any further questions?

Yes, there is a further question from Stephen Maine. Given that a clear majority of independent shareholders have voted against a number of resolutions today, including Item 5B and the LTI grant, could the independent directors comment on how seriously they will take those protests, particularly given they are also in line for this pay rise? Do the independent directors meet with key proxy advisers and independent shareholders?

Nick?

Thank you for the question. Working backwards, yes, we do. We meet with the key proxy advisers, a number of shareholders quite regularly. A lot of that's been happening in the last couple of months. In terms of the feedback and the votes that we received, we take it all incredibly seriously. But the independent directors, there's a majority of independent directors on both committees, including the HR committee, and they're very supportive of what's being proposed on the entire instruction, not just the LTI grants.

Thank you. Tamara, any further questions?

There are no further questions on this item.

Thank you. As there are no further questions, we will proceed to the vote on Resolution 7. Please now vote online next to Resolution 7 if you already haven't done so. [Voting]

That concludes the discussion on the items of business. Tamara, have we received any questions that are in general -- in nature or any other questions on the items of business?

Thank you, Hamish. Yes, we have received a few general questions. The first one is from Stephen Maine, and it actually relates to Jennifer's election. Could Jennifer please explain her role in the recent selection of a new independent director and how the independent directors act together to ensure good governance is maintained, particularly given the Murdoch family's poor record on corporate governance? Does she feel she has enough access to management and company information on issues like related party transactions, such as the advertising deals between News Corp and REA?

I'd like to call Jennifer up, but also, I'd just like to say, Stephen, you keep joining News to an REA discussion. And this is an REA Board meeting. So we are very satisfied with the way News interact with our business. But having said that, I think it's appropriate that Jennifer then respond to the question around our directors.

Thank you, Hamish, and thank you, Stephen, for your questions. The role of the independent directors is very serious, and it is taken very seriously by the whole organization. We meet independently as directors together. And we also meet as a group with management, we have full and free access to management, and we meet with them frequently. In terms of -- there's a number of questions in there. In terms of related party transactions, any related party transaction is considered by the independent directors. And we look at that from the perspective of REA and look at what the best interest is for REA. And those decisions are respected and all of those transactions are disclosed. In respect of the question around the appointment of a new independent director, I can say that Nick and I, as independent directors led that, or Nick in particular led that and completely satisfied with the process.

Thank you. Tamara, are there any other questions?

Yes. The next question is from Stephen Maine and relates to JobKeeper. It says we clearly didn't keep -- it's not clear, actually, sorry. The nub of it is, why did we make a tiny JobKeeper claim and then choose to repay it? Was this a mistake to claim in the first place?

Owen?

Thanks, Hamish. The claim relates to a subsidiary that we do not own in full. There are a number of minority shareholders in that business. A lot of them are individuals. And at the time, that business was being heavily impacted by COVID. So an application was made to protect that business and in particular, the minority shareholders. Once it became clear that the impact was not permanent and the JobKeeper monies were not required, they were paid in full.

Tamara, any further questions?

Yes, a question from Stephen Maine. Thanks for disclosing the proxies ahead of the debate on each resolution. Given the interesting discussion across a range of topics today, could the Chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website?

That's something that I'll consider, and we'll decide in due course. We haven't done that for practical purposes in the past. I know more companies are moving to that, that's something that I'll consider, if not for this year, but for next year. Tamara, are there any other questions?

Yes, we have a comment from Marcel Coleman, his wife also being an REA shareholder compliments REA on its ongoing equity and opportunity commitments. She hopes this strategy is also implemented in our non-Australian-based investments.

Absolutely. And look, this theme has come up from you in the past, Marcel, and we obviously appreciate the feedback from both you and your wife. So we're committed to all of those agenda items, and it is important. And the REA culture is something that we want to protect and grow and spread around the world. So your point is taken, we do listen to you, and we are doing that. Tamara, any other questions?

It's another question from Steve Van Emerick. My question is about the Elara Group. Part of an Asian group of business that REA has taken a goodwill -- sorry, I'm reading it directly, a goodwill write-down of $460 million in the past few years and is running at a loss. We get the impact of COVID in India, but respectfully ask if you could hold a separate event for shareholders into Elara and Move rather than a few lines in the annual report?

That's something that we can consider in the future. What I will say, though, is that COVID has had a devastating impact on a lot of our Asian businesses. And there are different stages of maturity to what we deal with here in Australia. I will just reconfirm though, we think that the Elara opportunity in India is a very wise one. It's a massive market for us. It's still in its infancy, and we think that it could be worth a lot of money to the company over the long term. So any short-term issues that we're dealing with, we accept, we acknowledge, and we take on the chin. But again, we're taking a 5- to 10-year view of these businesses, and we think that over time, we'll do very well out of them for all shareholders. Tamara, are there any other questions?

There are no further questions, Hamish.

Thank you, Tamara. So 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, you can please do so now. [Voting]

The results of this meeting will be announced to the ASX, and we will be -- and will be available on our website as soon as possible after the completion of the meeting. Thank you to our shareholders for attending and participating in today's meeting in this virtual format. I declare the Annual General Meeting closed. Thank you, everyone, and good luck.