REA Group Limited (REA) Earnings Call Transcript & Summary

Thank you. Good morning, everyone. I'm Hamish McLennan, Chairman of REA Group Limited. And on behalf of the Board, I'm delighted to welcome you to our 2022 Annual General Meeting. Thank you for taking the time to join us today. I'd like to begin by acknowledging the traditional owners of the land on which we make today, the Wurundjeri people of the Kulin Nation and pay my respects to their elders past, present and future. I extend that respect to Aboriginal and Torres Strait Islander People here today and those joining us online from other ancestral lands. There is a quorum present, and I declare the meeting open, and the Notice of Meeting is now taken as read. I'd now like to cover the meeting procedures that we'll be using today. Voting will be conducted by poll. For those shareholders and proxy holders who are participating with us at the physical AGM venue in Richmond and wish to vote, please make sure that you have a proper -- a paper voting card. For those shareholders and proxy holders who are joining us online and wish to vote, you may be familiar with the platform from last year's AGM. If you haven't done so, you can vote online as shown on the slide now being displayed. And as explained in further detail in the online meeting guide that accompanied the Notice of Meeting. You can do so at any time during the meeting as the poll is now open for voting. Voting will close shortly at the end of the meeting. [Operator Instructions] To help with the smooth running of the meeting, we invite shareholders and proxy holders who are participating online to submit your questions and comments now. Further details on how to ask questions or make a comment online or via the phone line are contained in the online meeting guide. You also have the opportunity to ask questions via the questions and comments time line that is available during the meeting. If you encounter any technical issues with the platform at any time during the meeting, please contact the share registry's online AGM support team on 1-800-990-363. In the unlikely event that technical issues prevent the meeting from proceeding as planned, REA will make announcements by the ASX and our website. As set out in the notice of meeting, only shareholders and proxy holders are entitled to vote on the resolutions, ask questions or make comments. I will allow a reasonable opportunity to address questions and comments as each item of business is considered. Please ensure your question or comment is relevant to an item of business at the meeting. The management of the company or the auditor's report, questions relating to customer, consumer or personal shareholder matters won't be put to the meeting. Please observe a 2-question limit per item of business to ensure any -- as many shareholders as possible have an opportunity to ask questions. When taking questions and comments, I will invite shareholders and proxy holders participating at the physical AGM venue to speak. We will then address any questions received through the online platform and find. Where there are similar questions, we will aim to acknowledge those who have asked the question, but will provide a single response in order to streamline today's proceedings. Questions or comments which do not relate to REA will not be acknowledged or addressed during the AGM. Joining me in the room today are my fellow directors: Nick Dowling, Jennifer Lambert, Michael Miller, Tracey Fellows, Kelly Bayer Rosmarin and Richard Freudenstein; and our CEO, Owen Wilson. Also in attendance is our CFO, Janelle Hopkins, and Company Secretary, Tamara Kayser. Alison Parker representing the company's auditors, EY, is also here today to answer questions on the auditors' report and the conduct of the audit. Moving to our agenda for today's meeting. Firstly, I'll provide a brief overview of REA's FY '22 highlights. Owen will then deliver an update on our FY '22 operational performance and our Q1 results for FY '23. In accordance with the Notice of Meeting, we will then move into the formalities of the meeting. REA Group finished FY '22 in an extremely strong position, delivering an exceptional financial result and achieving meaningful progress on strategic priorities. The business again rose to the challenge of the pandemic in the first half and seamlessly navigated changing operational market conditions to maintain strong growth momentum throughout the year. REA's growth is driven by a clear strategy that balances the continued growth of our core business and the defense of its strong market position with expansion into new adjacent and diverse markets. REA Group delivered an extremely strong financial performance in FY '22, reflecting the significant growth across the business. Highlights from our core operations for the full year included revenue of $1.17 billion, an increase of 26% year-on-year. EBITDA excluding associates was $671 million, up 21% and net profit was $408 million, up 25%. The group's overall financial position remains in excellent shape. And as you can see on this slide, the Board declared total dividends per share of $1.64 for FY '22, an increase of 25% year-on-year. Shareholders continue to benefit from strong earnings and this record dividend is a testament to the strength of REA's business and balance sheet. Earnings per share were $3.08, up 25% year-on-year. And importantly, REA maintained a strong operating EBITDA margin of 57%. The REA share price is down year-on-year, impacted by the global sell-off of growth in technology stocks. But as the next slide shows, in the context of the performance of our Australian peers, REA Group share price continues to trade well. This chart demonstrates that relative to the average share price of other Australian online classifieds businesses, the REA share price has consistently traded higher over the last 4 years. We have evolved from a residential listing portal to a property, finance and data-led business. REA's business model has evolved over the last decade, transitioning from a residential listing portal to a property finance and data business. As shown on this slide, this evolution has brought together more than 15 complementary property-centric brands and marketplaces over time. Combined, these brands enrich the REA ecosystem and support our customers and consumers through the full property life style -- life cycle. In FY '22, progress across a number of strategic initiatives continued this evolution and accelerated the business' growth into the next generation marketplaces. The integration of Mortgage Choice progressed well during the year and is on track for completion in Q3 FY '23. Globally, REA increased its shareholding in REA India from 60.8% to 73.3%, reflecting the significant opportunity we see for the business in the world's fastest-growing trillion-dollar economy, significantly, the delivery of enhanced products and elevated consumer experience along with brand investment resulted in the flagship site, Housing.com, reaching the #1 position by audience, which was a phenomenal achievement. Our transaction with PropertyGuru, a leading prop tech company in Southeast Asia was completed in August 2021. In an exciting milestone, PropertyGuru commenced trading on the New York Stock Exchange in March, and REA now holds a 17.5% interest in the company. On behalf of the Board, I would like to thank Owen and all REA Group employers for their commitment throughout FY '22. REA's clear strategic focus and growth momentum has been maintained despite the abnormal environment and remaining impacts of the pandemic. And this is thanks to the exceptional work and ingenuity of the team. I would also like to acknowledge and thank my fellow Board members for their collective efforts and support for our continued success. REA consistently delivers great value, more services and better experiences to customers and consumers at every stage of the property life cycle. The business is strongly positioned for continued growth, with a clear purpose and momentum behind its strategic agenda. I'd like to thank our valued stakeholders for your ongoing support and look forward to a successful '23 financial year. I now invite Owen to take the stage to go through our operational performance and provide an update on our first quarter for FY '23. Thank you, Owen.

Thank you, Hamish, and well, and good morning, everyone. The 2022 financial year was an outstanding year for REA Group. The strength of our product portfolio enabled us to fully capitalize on healthy market conditions to deliver an exceptional financial performance. I'm incredibly proud of our team's ability to continue to create outstanding value for our customers and consumers while building on our long-term strategic goals. REA's strategy remains consistent, as outlined on this slide. Our purpose is to change the way the world experiences property. And we have 3 core strategic objectives: continuing to deliver Australia's largest and most engaged audience of property seekers, driving the most leads and the best leads to our customers; providing our customers with superior value; and becoming Australia's leading property data, valuations and insights provider. Our audience is the air we breathe. And once again, we held our strong leadership position as Australia's #1 address in property. Australians turn to our brand as part of their everyday lives with 12.7 million people visiting our site on average each month, and over half of this audience using our site exclusively. We expanded our audience leadership in FY '22, and realestate.com.au was the seventh largest online brand in Australia, reaching 62% of the adult population. Realestate.com.au is the lifelong property companion for Australians, and our goal is to convert our large and highly engaged audience into members. We achieved excellent progress during the year, growing our active membership base by 25% year-on-year. Our unrivaled data powers our property owner experiences. We achieved a 51% increase in our owner-tracked properties and visits to our Property Owner Dashboards were up almost 200% year-on-year. At a time when the market presents challenges for renters, we were pleased to launch our enhanced Rental Application platform. This new platform simplifies the rental process for renters, landlords and property managers. Our goal is to remain Australia's first choice for digital property advertising solutions. This year, we launched Premiere Plus, the most comprehensive advertising product package for Australia's residential market. The customer response has been outstanding, with high take-up, driving excellent revenue growth into FY '23. At our core, we are focused on connecting our customers with more buyers, sellers and renters. In FY '22, our Agency Marketplace offering delivered a 54% increase in seller leads. And we also delivered a 32% increase in finance leads to our Mortgage Choice brokers. In Agency Services, we offer a suite of digital tools, which help streamline customer workflows. At the center of this offering is Ignite, our self-service platform for agents, which saw 186% increase in monthly active users. Turning to our focus on building next-generation marketplaces. We made significant progress towards our goal of becoming Australia's leading mortgage broking business in FY '22. As Hamish mentioned, the integration of our Mortgage Choice and Smartline broker businesses is progressing well. Unified under the Mortgage Choice brand, our network reached a milestone of more than 1,000 brokers for the first time, including 154 new brokers recruited throughout the year. We refreshed the Mortgage Choice brand during the year and supported it with a national marketing campaign. Record results were achieved and submissions were up 13% and settlements were up 28% compared to the prior period. Data underpins everything we do at REA, supercharging value in our core products and driving new product growth. In our PropTrack business, we continue to invest in technology and talent, resulting in new banking customers and record revenue in FY '22. In June this year, we released an improved automated valuation model. This new AVM leverages more data sources than ever before and use innovative machine learning technology to value more properties at a high level of accuracy. Innovation is in our DNA at REA. And last year, we formed the REAx team to focus on transformational concepts. In March, the team achieved its first exciting milestone with the relaunch of property.com.au. This research site offers a full picture on every property, whether it's for sale or not and has 15 million searchable properties. Globally, REA India is on a clear path to become the #1 digital property brand in India. It delivered an impressive performance this year with pro forma revenue growth of 92% to $54 million. The flagship site, Housing.com, reached record audience levels and secured audience leadership in FY '22. In Southeast Asia, as Hamish mentioned, we're delighted to see PropertyGuru commence trading on the New York Stock Exchange in March. I was also pleased to join the PropertyGuru Board in September last year, representing the REA Group. PropertyGuru holds leadership positions in 4 key markets in the Southeast Asia region and has excellent platform for future growth. And finally, our investment in Move in the U.S.A., which operates realtor.com, delivered 11% revenue growth in FY '22 in a challenging market. Alongside our growth agenda is our commitment to a sustainable future and driving positive change. REA continued to progress our environmental, social and governance goals during the year. We strengthened our commitment to environmental issues by offsetting our FY '22 carbon footprint, and we reduced our energy consumption with the installation of solar panels at our headquarters here in Richmond. The talent market remains dynamic and competitive. Our focus on making REA a great and inclusive place to work resulted in our organization being named an Inclusive Employer by the Diversity Council of Australia. We were also named the fourth best workplace by Great Place to Work Australia for the second year in a row. And just last week, we were recognized as one of Australia's best workplaces for women. From a governance perspective, we improved our MSCI rating from an A to AA classifying REA as a leader in our industry. I'd also like to mention our continued focus on cybersecurity. We are acutely aware of the heightened attention around cybersecurity and the ongoing evolution of the threats against corporations and individuals. As a digital business, the security and privacy of personal information has always been a key focus of REA. In FY '22, we increased our investment in cybersecurity by 40%. And, and over the past 2 years, we've increased the head count dedicated to cybersecurity by 60%. We are maintaining this focus in FY '23 and will further increase investment this year, reflecting the changing threat landscape and our commitment to consumer privacy. Turning now to the first quarter of FY '23. Group financial highlights from core operations for the 3 months ended 30 September 2022, include revenue of $305 million, up 16% year-on-year, and EBITDA excluding associates of $174 million, an increase of 11%. Australian core operating costs increased by [ 14% ] driven by higher employee costs and increased marketing and travel costs. The year-on-year growth rate also reflects reduced costs in the prior period due to lockdowns and the deferral of some spend due to the COVID uncertainty. This, combined with higher costs in India, saw group operating costs increased by 22%. Turning briefly to current trading. It is likely we'll see further price declines in the residential property market as rate rises continue. Despite this, it is clear that demand is supported by positive fundamentals, including record low unemployment, high household savings and increasing international migration. National residential Buy listings in October were down 18% year-on-year with Sydney listings declining 31% and Melbourne down 29%. This reflects the rush of listings we saw in October last year as lockdowns ended. Growth rates for the remainder of the year will be impacted by strong prior period listing volumes, which were particularly strong in Q2 and Q4. Despite lower listings, we anticipate double-digit Residential Buy yield growth in FY '23 driven by a national price rise, the rollout of Premiere Plus and continued growth in-depth products. REA is well positioned in this market with a strong balance sheet, low debt levels and strong cash balance. As sellers seek to differentiate their properties in a softer market, the strength of our audience and the value of our premium products has become increasingly compelling. I'd like to take a moment to thank my talented executive leadership team for their invaluable expertise and support. This year, we're pleased to welcome Anthony Waldron to REA as our Chief Executive Officer Financial Services, reflecting the increasing importance of our Financial Services business. Our leadership group is organized and motivated their teams to deliver outstanding results while also contributing to REA's globally leading workplace culture. I'd like to sincerely thank all of our people for their outstanding contribution this year. My thanks also to our Board of Directors for your ongoing support and counsel. REA has entered the new financial year in a strong position. Our growth momentum is backed by an unrivaled audience and an exciting product pipeline that will deliver exceptional value to our customers and consumers in FY '23 and beyond. I'll now hand back to Hamish to continue with the formalities. Thank you.

Thank you, Owen, and great staff. I will now proceed with the formal business of the meeting. The Notice of Meeting sets out the matters for consideration by our shareholders today and the items of business are now being shown on the 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 to the item. As indicated in the Notice of Meeting, where I, as Chairman of the meeting, have been nominated as a shareholder proxy, I intend to vote undirected proxies in favor of the resolution to the extent permitted and will vote all 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 who have an interest in the resolutions and certain of their related party or associates. I remind you that the online polls are now open for voting. Online voting will close 5 minutes after the conclusion of the AGM. Daniel Reid of Link Market Services will act as returning officer. Item 1, Consideration of Reports. I now table the 2022 annual financial report and the reports of the directors and auditors for the year ended 30 June 2022 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. Prior to the AGM, REA did not receive any written questions on any items of business. Are there any shareholder questions or comments in the room on this item of business? I'll now turn to the online questions received from you during the course of today's meeting. Erin?

Thank you, Hamish. We have a question from Stephen Mayne. Australian privacy laws are extremely tough when it comes to accessing or using data on public company share registers. But in the property space, we seem to be able to publish the details of every property transaction and publish photos, invading the privacy of Australian homeowners and sellers. Where is the privacy line in terms of publicly disclosing how much Australians are paying for their homes? And is there a risk the laws could change to being more like the closely protected data on share registers?

Owen?

I'll take that question. Thank you, Stephen. Look, in terms of the disclosure of the prices that are being paid for properties, this is absolutely public information. It's available to anyone to access, and there, I think, it's something like over 30 portals in Australia that publish the transaction prices on property. So it's completely public. I think it actually helps consumers to be more informed in their transaction process. And so therefore, it's a great benefit to consumers.

Thank You. next question.

We have a question from Stephen Mayne. Did any of the 5 main proxy advisers, ACSI, Ownership Matters, Glass Lewis, ISS and ASA recommend against any of the remuneration items today has occurred last year? Also, what is the legal advice on why News Corp continues to vote on the remuneration report rather than abstain? Will you disclose the proxy votes before the debate on each resolutions? Also, why not disclose the proxies to the ASA with the formal addresses like others do now? Will you do this next year?

Yes. Nick, can you take that one, please.

Yes. Good morning, everyone. Thank you for the question. No, we don't disclose them. I might disclose them before the debate on each. But as everyone would understand the proxy advisers all independently vote, and therefore, can vote somewhat differently, but we won't be disclosing each individual vote, but of course, we take their feedback into account. And we're not in a position to comment on specific legal advice that News Corp may have in relation to the ability to vote on the rem report.

Yes. And I'll just underscore the fact that News Corp entitled to vote on the remuneration report, and that is their desire to do so. In terms of whether we'll sort of consider disclosing more from our proxies for next year, we'll just take that on notice and consider it for next year's AGM. Next question please, Erin.

Chairman, I can confirm there are no more online questions for this item.

Are there any telephone questions, Erin?

There are no questions on the phone line.

Thank you. Item 2, the Remuneration Report. The first resolution today concerns the adoption of the remuneration report, which sets out -- is set out in the company's 2022 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. The Board recommends that shareholders vote in favor of this resolution. 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. Are there any shareholder questions or comments in the room on this item of business? It doesn't appear to be any. Erin, any other online questions?

Chairman, no questions have been submitted at this time.

Any telephone questions?

There are no questions on the phone line.

Thank you. As there are no questions, we'll proceed to the vote on resolution 2. Would you please now vote using the voting card on the online portal or your paper voting card. [Voting]

I will now move to Item 3. Item 3a relates to the election of Kelly Bayer Rosmarin as a Director. Ms. Bay Rosmarin was appointed as an Independent Nonexecutive Director of the company on the 1st of January 2022 and is today offering herself as election as a Director. Ms. Bayer Rosmarin's details are set out in the Notice of Meeting. The Board other than Ms. Bayer Rosmarin unanimously supports her election and recommends that shareholders vote in favor of this resolution. We will now hear Ms. Bayer Rosmarin through a short address about her capabilities and her bio and career history. Kelly, can you please talk to that?

Thanks, Hamish. Good morning, everybody. I appreciate this opportunity to seek your support for my reelection to the Board, REA Group. I consider myself a purpose-driven and principal business leader who put customers and integrity first. For 20 years, I've focused on building sustainable and strong businesses, leading technological innovation and championing customer centricity. I started my career working in Silicon Valley software startups, have worked for global management consulting firm, The Boston Consulting Group and spent 14 years working for the Commonwealth Bank of Australia across a variety of roles, including during the GFC and served for 5 years on their executive committee. I've launched several global-first innovations and have helped transform how customers make payments and how they interact with their mobile network. Since becoming CEO at Optus in 2020 and against the backdrop of COVID lockdowns and business disruptions, I've driven strong recovery in shareholder and customer value with a 32% rise in EBIT in 2022. I've successfully navigated the sale of $1.9 billion of network assets and then an uplift of 11% in employee engagement. I've also steered the launch of several innovative differentiators at Optus, including the Living Network, Smart Spaces and SubHub. As a result, Optus has recently been recognized as one of Australia's most innovative companies. Throughout my career, I have been actively engaged across several volunteering and community service pursuits. Whilst holding senior executive roles, I have served on multiple not-for-profit government and industry boards. I have significantly streamlined my commitments and calibrated my time to ensure that I can capably and effectively fulfill my responsibilities as Optus' CEO while serving as a Nonexecutive Director for the REA Group. Following the recent criminal cyberattack on Optus' customers, I've established clear work streams and programs to rebuild and enhance customer trust as we continue to offer our customers great value and innovation. And the organization is united and laser-focused on delivering for our customers. We have a plan which we are executing on, and we are committed to not only doing better, but striving for best. Recent weeks have demonstrated my ability to deal with and lead through complexity and crisis, driving a customer-centric response through a multifaceted and challenging incident. I've been share learnings and insights with Australian business leaders so we can collectively lift our awareness and defenses against cybercrime, and I will continue to do so. With your support, I hope to continue to serve you as a Director and bring all of my experiences to bear on the REA Board.

Thank you. I move that Kelly Bayer Rosmarin be elected 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 is set out on the screen. Are there any shareholder questions or comments in the room on this item of business? Erin, can we go to the online questions, please?

Thank you, Hamish. Stephen Mayne has asked a question to the effect of, Did Kelly have any reservations taking a board role in REA given its links to News Corp and the Murdochs?

Look, I'll take that. I mean Kelly can speak after myself. Yes, REA has a 62% shareholder, which is News Corp. I would say they allow REA to independently run and with great support around the company. If you just look at the success of the company, certainly, since I've been on the Board and beyond that there's nothing more than just a fantastic shareholder and very supportive of everything that we do, thus the success that we've had. Kelly has obviously joined the Board. Kelly has been a welcome addition to REA, and we love her involvement. But I'm happy for you to make any further comments, Kelly.

I'm just going to say that I've joined as an Independent Director, and REA is a fantastic company performing well with strong ambitions for growth. The Board encourages debate and diversity of opinion. The executive team is passionate and capable. So I think that it has a great future, and I'm delighted to be part of that irrespective of our shareholding.

Thank you, Kelly. Are there any telephone questions?

There are no questions on the phone line.

Would you please now vote using the voting card on the online portal or your paper voting card. [Voting]

I will now move to Item 3b. Item 3b relates to the reelection of Michael Miller. Mr. Miller was appointed as a Nonexecutive Director of the company on the 12th of November 2015. He retires by rotation and being eligible is today standing for reelection as a Director. Mr. Miller's details are set up in the notice of meeting. The Board, other than Mr. Miller unanimously support his reelection and recommend that shareholders vote in favor of this resolution. We'll now hear from Mr. Miller through a short address. Michael?

Thank you, Hamish. And as you just heard, I joined the Board of REA 7 years ago. I've worked in the media industry for over 30 years in leadership roles in broadcast radio, out-of-home and publishing as well as digital businesses, marketplaces, e-commerce, video and data businesses as well. An observation is that there's been a trend across the past decade of the importance of scale, and I'm particularly proud of how the REA Group and the News Corp group have worked together in collaborating to ensure that all REA shareholders benefit from that strategic partnership. And I'm very committed to ensuring that momentum continues. I'm also a homeowner. I'm a regular consumer of property listings and data, and I regularly engage with leaders in both the real estate and lending industries.

Thank you, Michael. I move that Michael Miller 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 is set out on the screen. Are there any shareholder questions or comments in the room on this item? Erin, can we go to the online questions, please?

Thanks, Hamish. have a question from Stephen Mayne. As the most senior Australian-based News Corp executive sitting on the REA Board, could Michael please comment on why News Corp has not increased its stake in the company during the recent share price weaknesses associated with the global tech sell-off? Also, with Lachlan Murdoch moving back from Los Angeles to Sydney, have any discussions being held as to whether he should become one of the News Corp nominees on the REA Board. And the last part of the question, why aren't any News Corp directors on the REA Board given it's the most valuable part of the empire.

Michael, do you want to take that?

A few questions there, Steve. Good to hear from you. We're very -- News Corp are very committed to the real estate category and very committed to the REA Group, and we're very comfortable with our current shareholding. I think your second question was around discussions around directorships and the third question as well, we have no discussions about other News Corp executives being appointed to the REA Board, and we're -- in terms of News Corp appointees, we're very confident of those who are appointed.

There are no other online questions. Are there any telephone questions, Erin?

There are no questions on the phone line.

As there are no further questions, we'll proceed to the vote on Resolution 3b. Would you please now vote using the voting card on the online portal or your paper voting card. [Voting]

I will now move to 3c. Item 3c relates to the reelection of Tracey Fellows. Mr. Fellows has been a Nonexecutive Director of the company from the 26th of January 2019, and prior to that was the Executive Director -- an Executive Director appointed the 20th of August 2014. She retires by rotation and being eligible is today standing for reelection as a Director. Ms. Fellows details are set out in the Notice of Meeting. The Board other than Ms. Fellows unanimously support her reelection and recommend that shareholders vote in favor of this resolution. We'll now hear from Tracey through a short address.

Thank you, Hamish. As Hamish said, I've been on the Board for a little over 8 years, initially as the of REA of a 30-plus year career in technology, including leading Microsoft in Australia and Asia Pacific. And then, of course, more recently as the CEO of the REA Group for a great 4.5 years and then moving on to being President of Global Digital Real Estate for News Corp, looking more broadly the digital real estate portfolio. So I have digital classified experience spanning Australia, Asia Pacific, the U.S. and Europe. Most importantly, I'm very passionate about this great company, the culture that's been created and the opportunity to continue to grow the business. Thank you.

Thank you. I move that Tracey Fellows to be reelected as a Director of the company. 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. Are there any shareholder questions or comments in the room on this item of business? There are none. Could we please turn to the online questions.

Thank you. We have received a question from Stephen Mayne. Tracey is switching from being a full-time executive within the broader News Corp group based in the U.S. to being a part-time Australian-based Nonexecutive Director of REA where is a former CEO. Normal governance practices does not encourage former CEOs to sit on boards overseeing their successor. Could Owen and Tracey, please comment on how they will manage these sensitivities? Was it Tracey, who originally hired Owen and are protocols in place to ensure she doesn't interfere too much as a Nonexecutive Director.

Look, I'll take that. Firstly, we put a great emphasis on the shared and term knowledge built up by all directors. And in the past, we've been criticized for having directors that cannot get beyond normal term limits. And if I just look at Richard and myself, there are many examples through Board meetings and just the general running of REA, where we've got shared experience over a long period of time, which we apply to the successful running of the business. Tracey is no different. Tracey has as a very successful CEO of REI, has a lot of knowledge and spent the last 3 to 4 years in the U.S. applying watch she learned here in Australia to the U.S. We don't want to lose that knowledge at all. In terms of the protocols that were set up with Owen's elevation to being CEO. We dealt with that in 2019 when Tracey left to go to the U.S. It was a Board decision, it wasn't a decision made by Tracey. We had an independent search consultant not only look widely at the market to see who else was out there, but we felt that Owen was the best candidate. And so that in itself, if you look at the results today, just show that, that was the right decision because Owen has done a superb job for the company. So again, Tracey understands her obligations, her fiduciary duty as a Director of the company, and those protocols have been set up for some time. So it's absolutely no issue. And we love Tracey's input as a Board member, and we don't want to lose that. Tracey, is there anything you want to say to add to that?

Very nice. Thank you. I think, importantly, as you said, though, we dealt with that largely when I moved to the U.S., and it is a very different role being a Nonexecutive Director to being a CEO and I understand that. And in the last 4 years, I think I've understood and performed in that capacity.

Thank you. Are there any telephone questions, Erin?

Thank you. There are no questions on the phone line.

As there are no further questions, we'll proceed to the vote on resolution 3C. Would you please now vote using the voting card on the online portal or your paper voting card? [Voting]

I will now move to Item 3d. Item 3drelates to the reelection of Richard Freudenstein. Mr. Freudenstein was appointed as a Nonexecutive Director of the company on the 21st of November 2006, and held the position of Chairman from 2007 to 2012. He retires by rotation and being eligible is today standing for reelection as a Director. Mr. Freudenstein's details are set out in the Notice of The Meeting. The Board, other than Mr. Freudenstein, unanimously support his reelection and recommend that shareholders rate in favor of this resolution. We will now hear from Mr. Freudenstein through a short address. Richard?

Thanks, Hamish, and good morning, everyone. As Hamish mentioned, I had the privilege to serve on the REA Board for the past 16 years, including 5 as Chairman. This has given me a deep understanding of the business, and I believe it's very complementary to the other directors on the Board. During that time, I've seen a lot of changes and watched REA grow from a small entrepreneurial business to an ASX top 25 company. What has not changed during that time is the growth culture and focus of the team at REA and their commitment to continue to grow value for shareholders. I believe I have a range of skills that enable me to add value on the Board of REA, in particular, I've worked as a CEO of both a large customer-facing subscription business and a fast-growing digital business. I'm currently a Board member of Coles, a top 20 ASX-listed business and Chair of Appen Ltd. These roles provide me with insights into the digital future as well as a good understanding of corporate governance. And I have international experience, having worked in the U.K. for many years and served on Boards in Asia. At REA, I currently serve on both the Audit Risk and Compliance Committee and the Human Resources Committee. I'll be honored to be reelected to continue to serve in the interest of REA shareholders. Thank you.

Thank you. I move that Richard Freudenstein to be reelected as a Director of the company. 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. Are there any shareholder questions or comments in the room on this item of business? Erin, can we move to the online questions, please?

Thank you, Hamish. Stephen Mayne has asked a question to the effect of Richard is an Unusual Professional Director in that he has independently on a range of Boards, such as Coles and Appen, where he is the Chair? But at REA, he is a Nominee Director and he is an old employee of News Corp. Could we just comment on why he chooses not to become a 100% Professional Independent Director rather than remaining tied to his old employer? Also, is this likely to be his final term on the REA Board.

So look, before I hand over to Richard, I just want to say again, Richard is a man of integrity. He chooses to work hard across a range of different companies. His input on the REA Board, and as I said, over a long period of time, there's been nothing short of incredible. And so that knowledge we put a high premium on at REA. He acts ethically, does the right thing, he's his own man and our competitive advantage, whether it be in management or on the Board is that we have long-term directors who are committed to the company. So we think that's a key part of our success. And I hope, personally that Richard stays on the Board for as long as he wants to be on it, but I'll let you take the floor as well, Richard.

Thanks, Hamish. On the question of how long I will stay on the Board, I think it's probably premature to talk about that now. But hopefully, I'll be reelected today and continue to serve the interest of all shareholders. And I think that's the point of the directors of REA. I think as we sit around the Board table, we don't think about ourselves as independent or nonindependent. We think about what is in the best interest of REA shareholders, customers and employees. And every Board member does that, and I will continue to do that as I go forward.

Any telephone questions, Erin?

There are no questions on the phone line.

As there are no further questions, we'll proceed to the vote on Resolution 3d. Would you please now vote using the voting card on the online portal or your paper voting card. [Voting]

I will now move to item 4. We now move to the resolution concerning the Grant of Performance Rights to the CEO, Owen Wilson, under the 2025 REA Long-Term Incentive Plan. Details of the proposed grant are set out in the Notice of Meeting. 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 transfer 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 the ASX Listing Rule 10.14. The Board is nevertheless voluntarily seeking shareholder approval and recognition of the importance of shareholder engagement on the key remuneration issues. The number of performance rights which will vest as at the 30th of June 2025 will be determined by reference to revenue, earnings per share and relative to total shareholder return performance conditions. No performance rights will vest unless the threshold performance level is achieved. At which point, the percentage of the performance rights will vest. The Board, other than Owen Wilson, considers the CEO's remuneration package to be appropriate in all the circumstances and recommends that shareholders vote in favor of resolution. 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. Are there any shareholder questions or comments in the room on this item of business? Can we now turn to the online questions, Erin?

Thanks, Hamish. We have received 2 questions on this item of business. The first question. There was a 16% protest against Owen's LTI grant last year but it was approved by News Corp's 61% stake. When disclosing the outcome of voting on all resolutions today? Could you please advise the ASX how many shareholders voted for and against each item similar to what happens with the scheme of arrangement.

So look, I'll start, and then I'll hand to Nick. But look, a high-level view is that we're managing a multibillion-dollar company. And we've created a very small base over a long period of time. And we believe that all the grants are actually fair and reasonable in light of Owen's contribution. And Owen's job is to drive this business forward and to make money for our shareholders, and he's done that very, very well over a long period of time now. So we're very comfortable with the grants despite any process votes that come in. And in public nature of what we do, we're very happy to stand by these recommendations and to put it forward. There are a couple of questions as outlined by Stephen. So Nick [indiscernible], I'll hand over to you, please.

Thanks, Hamish. No, we don't see any need to change the way that we'll disclose as we've done in the past, but I'd like to reiterate what Hamish said about Owen's performance has been exceptional. And we, of course, benchmark, his overall rem not just these long-term incentives against the market across some size-based comparators, across some specific industry comparators and we feel we've got that right. You'll note we made a change from last year to this year in terms of how those LTI performance grants are requested for approval. We've moved from a target number to a maximum number. So that explains on the face of the increase in the number there. That's a change in how we quote rather than a fundamental shift in what's on offer. But we're very, very happy with Owen's performance and his long-term incentives, hopefully reflect that.

Thank you, Nick. Can we go on to the next question please, Erin?

The next question is from Stephen Mayne. Given the interesting discussions across a range of topics today, including this LTI grant, could the Chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website?

So we abide by the ASX listing requirements. We don't see a need to do it for this year or to archive them in the past. We think that we're a very transparent company. We will, however, take that on notice for next year, but for this year, we don't see a need to do that. Are there any telephone questions?

There are no questions on the phone line.

Thank you. So moving along the Board, other than Mr. Wilson considers the CEO's remuneration package to be appropriate in all the circumstances and 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 of these items of business is set out on the screen. Are there any shareholder questions or comments on the room on this item of business? As there are no further questions, we'll proceed to the vote on resolution 4. Could you please now vote using the card on the online portal or your paper voting card. [Voting]

Thank you, everyone. That concludes the discussion on the items of business. Are there any further questions from shareholders or any comments? [indiscernible] Thank you.

Hello. My name is [ Peter Collier ]. I've been a shareholder since November 2016. So that's 6 years. I was going to ask this question to Kelly, but I'll decide to lever out of it. I think you're a better person to answer it anyway. As well as an REA shareholder, I'm also a 20-year Optus customer. So I wasn't obviously impressed with what's happened of late. But my question is generally to the Board. I know that Owen did actually address the cybersecurity issue. But what's the attitude of the Board if hackers do manage to get in? What's the principle or the attitude of the Board to actually paying a ransom or not. That's my question.

Okay. Look, firstly, I'll hand part of the answer over to Owen in a minute. But look, what Kelly suffered and what we've seen with Medibank private is not only unfortunate but these hackers are criminals and they've broken the law and what they've done is illegal. So it's terrible. And no doubt, Kelly at her capacity as CEO of Optus has had to deal with that. That experience actually is invaluable for REA and we've already had some in-depth insights in terms of how we can improve our internal systems and to do it better. So we, like everyone, are learning from what's going on in the market. But Owen, can I sort of hand to you in terms of the other part of that question?

Sure. Absolutely. I mean we've run scenarios internally around what we do. We do practice runs around our defenses against cyberattack. It's our view that paying ransoms actually increases the propensity for people to try these. So I think if nobody pays a ransom and the business model breaks down and the lowlife have to go somewhere else. So my view is you wouldn't pay ransom.

Okay. Any other questions? Any telephone questions just to confirm?

No questions on the phone line.

Okay. So just in summary, so for those joining online, please ensure that you've clicked the submit button on each of the resolutions from today. For those attending in person, representatives from the share registry will now come and collect your yellow voting card. The results of this meeting will be announced to the ASX and will be available on our website as soon as possible after the conclusion of the meeting. A copy of the webcast will also be made available on REA's website. Thank you to our shareholders for attending and participating in today's meeting. I declare the Annual General Meeting closed. For those in the room here today, there are some light refreshments available, please help yourselves. Members of the Board and the executive team will be outside to join you. Thank you, everyone.