Regal Partners Global Investments Limited (6L20.F) Earnings Call Transcript & Summary

Good afternoon, everyone, and thank you for joining us today for the 2021 AGM of VGI Partners Global Investments Limited VG1. The company secretary has advised me that we have a quorum, so I declare the meeting open. I hope you have all taken the opportunity to attend the manager's presentation webinar, which was held earlier today at 10 a.m. The notice of meeting, which was sent to shareholders on the 15th of October, will be taken as read. I am chairing the meeting from the VGI Partners office in Sydney. The company's directors are all in attendance. Lawrence Myers and Robert Luciano are in the room with me; Noel Whittaker and Adelaide McDonald have dialed in from Queensland. Also in attendance is Ian Cameron, our company secretary; John Howie, the CEO of VGI Partners, the Manager; and Adam Philippe, the COO of the Manager; and representatives of our share registry boardroom. Our auditors, Picture Partners are represented by Scott Whiddett. We recognize that holding the meeting online and over the phone is not the same as a physical meeting. However, given the constantly evolving situation with COVID-19, we took the view that it would be best to hold the meeting online. There will be plenty of opportunities for shareholders to ask questions during the meeting. either by submitting your question online or by asking over the phone. There were detailed instructions about this in the AGM pack, but I'll now run through the key points. For those shareholders who have logged into the webcast with your username and password, you will have the opportunity to submit questions online as well as vote on the resolutions. If you have already prepared a question, please feel free to submit it at any time, and we will aim to answer it at the appropriate stage. We will have a section after my address for any general questions. If your question relates to a specific resolution, please state the resolution number at the start of the question. With regard to voting, to give you ample time to vote, I'm going to open the polls now. This means that you can submit your votes at any time between now and when I close the polls at the end of the meeting. If you change your mind about any vote, you can override your original vote between now and when the polls close. For those of you who have logged into the webcast as a guest, you will be able to view our webcast but not submit questions or vote. For shareholders who have joined over the phone, if you have provided your pass code to the call center and been verified, you will be able to ask questions. Please note that the process for registering your questions is very different to the webcast. For those on the phones, please do not try to register for any question or comments yet as we will only open the phone lines when we reach each item of business. So when we arrive at the first item, we will ask if you want to register for a question on that topic. [Operator Instructions] Once we have finished that item of business, we will then move on to the next item of business and repeat this process. So please do not register to ask a question for items of business before we reach that item if you're doing it on the phone. Please note that we're trying to give all shareholders a reasonable opportunity to ask their questions. For this reason, once we have answered a shareholders' questions, we'll move to the next person in the phone queue. [Operator Instructions] Depending on time and the number of questions, we may need to limit each shareholder to 2 questions or comments per item of business. For people on -- for other people on the phone, i.e. guests and shareholders, who have not provided their pass code to the call center. Please note that the phones will be listen only. I should also point out that if you are listening on the phone, but viewing on the webcast as well, the webcast might lag the phone by 10 seconds or more, and it may be simpler to just use the webcast for the sound as well. Right. Well, we're through all of that. So now I note that the voting can only be done online. You will not be able to vote over the phone. Now turning to our agenda for today, which is shown on Slide 3. As shown here, I'll give a short introductory address, after which there will be an opportunity to ask general questions. We will then move to the resolutions. I will take questions on each resolution before we collect the votes. Now turning to my formal address. On behalf of VG1, I would like to welcome all shareholders to today's meeting, and we thank you for your support of VG1. Regarding today's format, I hope that you all had the opportunity to hear the portfolio update that Robert Luciano hosted this morning at 10:00 a.m. This provided a comprehensive discussion of the key stock holdings, earnings drivers and our outlook for VG1. With portfolio performance already addressed, the formal Annual General Meeting that you're attending now will be shorter and focused on the resolutions set out in the notice of meeting. In order to ensure ample time for shareholders' questions on the resolutions, I will keep these opening remarks relatively short. I will begin with a short review of FY '21. VG1's investment portfolio recorded a strong return of 25.6% for the 12 months to 30 June 2021 after all fees and before tax. The net profit after tax for the company was $153.9 million or $0.382 per share. Net tangible assets, NTA per share after tax increased 18.5% from $2.27 to $2.69 and $0.03 of fully franked dividends were paid during the 12-month period. In May 2021, the VG1 Board announced an intention to target a fully franked dividend yield of 4% per annum based on the company's share price. As a result, VG1 declared a $0.055 fully franked dividend in August 2021, which was paid on the 29th of September. VG1 also maintained its dividend reinvestment plan, DRP, and we were pleased to see participation rise from the previous period. Shares for the DRP were purchased on market during September. In setting our 4% yield target, the Board took into account a number of factors, including the sustainability of the dividend. Pleasingly, VG1 has a substantial profits reserve, which can be used to pay dividends in the future. As at 30 June, VG1's profit reserve stood at $258.8 million. This equates to $61.7 million per share if you adjust for the $0.055 dividend just paid in September. This reserve can cover dividends at the 4% and dividend target for many years into the future, even before including any profits that may be generated in coming periods. We have received very positive feedback on the 4% dividend target from both advisers and retail shareholders. Especially given cash rates and yield are currently very low on many other [indiscernible] investments. We feel VG1 is a very attractive offering in that regard. That is, a fund that gives you exposure to global growth opportunities and a 4% fully franked yield. We're also very pleased to see VG1's share price return of 36.3% in FY '21. This represented a material closing of the discount over the 12 months. While a discount still remained at the end of the year, it had closed from its peak of around 23% in August 2020 to around 9% in June this year. So this gives us confidence that VG1's long-short global strategy does have enduring investor appeal. Our buyback was also in operation during the fiscal year. As of today, around 26.5 million shares have been bought back or 6.5% of VG1's capital. The buyback has been accretive to VG1 shareholders given that the shares were bought at a discount to NTA. Now moving on to structural and corporate matters. Now although FY '21 was a good year in terms of portfolio performance and narrowing the discount, your Board is aware of the frustration expressed by a number of shareholders that VG1 still persistently trades at a discount to NTA. As performance improved in FY '21, as I've said, the discount reduced into single digits. But then as the performance dipped in the September quarter of this year, the discount widened again. While share price premiums and discounts are a phenomenon of the broader listed investment company sector, we want to see a meaningful improvement in this trading metric over time. And I just think it's important that we highlight some matters here. Over the past year, the Board has approved several specific initiatives designed to reduce the discount. These include, as I have mentioned earlier, announcing the intention to target a fully franked dividend yield of 4% per annum; implementing a capital management program from August 2020 that has seen over 26 million shares or 6.5% of VG1's issued shares canceled through an on-market buyback. Furthermore, you'll be aware that the Manager has implemented a series of strategic initiatives, supported by increased investment in distribution and marketing. Specific initiatives include the creation of the CEO role at VGI and the appointment of John Howie. John has over 19 years' experience in investment management and wealth products with extensive experience in strategy, platforms and distribution. The Manager has committed to quarterly portfolio update webcast with the senior investment team. Substantial investment has been made by the Manager on the technology front, including upgrading the customer relationship management CRM software during the year. And finally, the expansion of the Manager's team to improve shareholder engagement and marketing. In addition to the initiatives outlined above, the Manager has informed the Board that it has engaged external advisers to assist in reviewing other options to address the discount to NTA. The Manager has advised the Board that this review process is ongoing, and that it intends to revert to the Board within the first quarter of 2022 with any further recommendations for consideration by the Board. Pending the outcome of this review by the Manager, the Board has determined it is prudent to pause the VG1 buyback. So to conclude my formal remarks at this point. I would also like to acknowledge the hard work of the VGI Partners investment and operations teams across Sydney, Brisbane, New York and Tokyo. The Board thanks you for your dedication, especially during another year which had its challenges due to lockdowns and other global developments that are unprecedented. So that concludes my formal remarks. We will now turn to general shareholder questions and then to the formal business of the meeting. So before we turn to the formal business, the shareholders have any general questions for the Board. As a reminder, if you have registered for this AGM as a shareholder, you can submit a question online or ask it over the phone. [Operator Instructions] Please do not register yet on the phone, if your question relates to resolutions or other items of the formal business that we will cover later. So with that, Adam, will you handle firstly, any questions on the webcast, please?

Thank you, David. First question comes from an investor who's put forward a couple of suggestions. to address the discount to NTA, low liquidity and shareholders in or want to be invested in VG1. These questions can be summarized in 2 key areas. Firstly, would you consider a tender offer or similar for 20% to 30% of the share -- each shareholder's shares at that? And secondly, would you consider rewarding long-term shareholders to the issue of 3 options?

Thanks, Adam. Look, and thank you to that shareholder for that online question. It is a good question. There are a myriad of options for the Manager to consider. And as I've said, in my remarks a few minutes ago, the Manager is reviewing all options available to it, including those 2 that you have mentioned. I should say that we thank all shareholders for their input here. And I should say that the Manager has received feedback from myriad shareholders, VG1 has a very diverse shareholder base, and there are suggestions that some shareholders suggest strongly should be put and there are other suggestions that shareholders suggest something that's exactly the opposite. And so the Manager is working through, and we expect the Manager to report back to this Board, as I've said, during next, next quarter with the outcome of that review. So with that, Adam, any other webcast questions, please?

Nothing at this point. Operator, do we have any calls?

You have a question from David Kingston.

I always like talking to you, David. You're a smart guy, Harvard MBA. But to be frank mate, that Chairman's address is pathetic. It's out of date, it's misleading. It's deceptive, it doesn't put the facts into context, David. And I know it's exactly the same format as the previous Chairman did. So you guys didn't even bother to do your own review. They're both the same. But look, understood, David, you've got a massive conflict. You are an employee of VGI, the Manager, which has a huge conflict. To be frank, it's really poor governance, Rob Luciano that you have put in an employee as Chairman of VG1, very bad governance so -- and that leads to the conflict and it puts you in a difficult position, David, but I don't think you can be objective when you're -- effectively your employer -- some of the right decisions to take might be at odds with the desires of Rob Luciano, who's effectively your employer. I'd also just say, David, I think you're in a parallel universe or using Donald Trump's parallel effects. Honestly, as a smart guy, you are to say this is a very attractive offering. Mate, it's been a debacle, an utter debacle. But let me move on to specifics. And I address this to Rob Luciano because you are the face of the company, Rob. You are the guy that effectively offered the prospectus 4 years ago. You are the guy who told everyone you delivered 14% for the Master Fund. You are the guy who has projected 10% to 15% return over 5 years, and you're the guy, the Chief Investment Officer, who at the moment, has delivered an incredibly pathetic 3.4% compound based on share price, which is the only thing that matters to the shareholders. You are the guy, Rob, who is being, to be frank, laughed at by the market, you're a bit of a pariah at the moment, Rob. The market is rating you at a 15% discount to NTA because it doesn't respect you. It thinks your investment performance is pathetic, your fees are too high, and that's why the 15% discount cuts in. So look, it's a really, really sorry situation. After 4 years, you guys are continuing to issue your marketing waffle, which is all misleading and deceptive, continuing to talk about 10% to 15% over a 5-year period. And yet after 4 years, you've delivered 3.4%, which is a paltry return. Looking at another one, guys, Rob, shareholders trusted you, Rob. They listen to the bulls***, the waffle, the motherhood, they put the money in the [ toolbox ] 4 years ago. They've had a couple of dividends. They've also had a rights issue, I think, from memory $2.32. And all of you are allowing them now Rob Luciano. If they want to get out -- they've lost confidence in you, Rob. If they want to get out of this dog of a company, all they can get is $2.09. Now that's a really terrible result in 4 years of bull market. So my question to you, Rob, is rather than continuing this waffle and deferral, and I appreciate you've got a massive conflict because if you do what all the other reputable companies have done, the antiquities, the Magellans, the Elliston, the [indiscernible] multiple companies, ALF, Jeff Wilson eventually did it. If you do that, Rob, you're going to lose some funds, because a lot of your shareholders don't want to be there. And I can tell you, if you put a poll out to the shareholders, do you want to sit there and have the ability to exit at $2.09 or do you want to have the rights to get out your money back at the NTA, which from memory is about $2.45, Rob, you would have a lot of shareholders who would exit. Now we all know that that's going to cause you a problem because your financial interests are predominantly in VGI, the Manager, where you own over half. And so if you do the right thing by the shareholders in VG1, it's going to hurt your personal interest in VGI. But my question to you, Rob, is let's cut the c*** mate. David Jones mentioned to us 6 months ago that you had experts on board, that you were looking at all these options. One of the problems he said was there was a tax issue if we did what all these other reputable companies have done. That problem has gone because the investment performance has been so bad. There's no tax issue anymore. But why don't you, Rob, cut the c***, cut all these reviews, get on with it and let the shareholders who trusted you, Rob, they trusted you. They're back to you. You let them down, you've delivered a poor result. Why don't you let them have their money back, Rob? That's my question.

David, thank you. It's David Jones. Rob is sitting here with me, but I will just comment there. Thank you. The portfolio return since inception to the end of October is 32%. So there are substantial gains over the 4 and a bit years. To the 31st of October, it's 7.1% per annum. And walking back to the 30th of June, which is what this meeting is about, from inception to the 30th of June, the portfolio return is 9.8%. The target return, as stated in the prospectus, is 10% to 15%. And so far, the portfolio return at the Manager to 30 June has returned 9.8%. So a bit below the target range. The Managers' return since inception through to the end of October is 12.7% after fees. All these numbers are after fees. And so it's bang in the middle of the 10% to 15% range. And as we've said, we expect the VG1 portfolio to follow that global track record over time. You know that the prospectus says we expect investors to approach this investment with a medium- to long-term horizon, which is clearly stated, which we suggest is greater than 5 years. We are now 4 and a bit, 4.25 years in, and as at 30 June, again, we're at 9.8%. So there are substantial gains here. There has been substantial positive performance. It's slightly below the target as at the 30th of June. And secondly, all the directors of this Board, but particularly Rob and I, who are also part of the Manager. We are very aware, David, of our duties as directors, and we act on this Board with one singular duty in mind, which is to act in the interest of VG1 shareholders. The Board consciously has a majority of independent directors and should situations arise, like around buybacks and other things, Rob and I have stepped out of those discussions to allow the Board to function in a fully independent manner. We have never been avoided the fact that we are affiliated with the Manager, but we are very, very clear of our singular responsibilities at this Board to act in the interests of the shareholders. So with that, I think we can move on, please, to the next question, Adam -- or sorry, operator, who's next on the phone, please, if there are any? Oh, sorry. Go to the phone? Okay. We've got 1 online there, but we'll go to the phone -- who's next on the phone, please? Bernadette, please?

We have a question from Malcolm McComas.

I've got a question for Rob, and it goes something like this. with $1.5 billion, Rob, of NTA across your 2 LICs, which are trading at deep discounts, I'd call that bottom of class. I just don't know how you can keep a straight face and say that you're working with advisers to address the discount. It's equivalent to $230 million of lost value that shareholders can't access under the current structure. Putting it another way, you're denying shareholders $230 million of their money. To make matters worse, you've suspended the buyback in VG1. I find that extraordinary. In fact, you failed to deliver 10% bought back. You only did 6.5% of what you could have last year. And you don't even have a buyback in VG8 where exactly the same situation applies. But many shareholders are saying that you've failed at capital management 101 , which is a fairly damning indictment of a leading firm Manager. What is so hard here? You've literally had years to ponder about why your LICs trade underwater. Yet, you come to this meeting and say, "We're looking at it, and we'll get back to you next year." So I would like a specific response, David, from Rob, not from you with all respect. I'm sure you'll be able to answer the question, too, because you're very good. But if Rob could respond and tell us specifically what he's done last year to look at restructuring options for VG1 and VG8 and why he's done nothing to date. I'd also, I'd like him to say why he hasn't done the full 10% buyback previously authorized. And finally, why don't you name your advisers?

David, I'll -- sorry, excuse me, Malcolm I'll start, and then I will throw to Rob if he has any further comments. Just on a couple of matters there. I think it's important we do just talk to the buyback. We -- and this is, again, led by the independent directors of this Board. The buyback is paused, Malcolm, for various reasons during various periods such as when there's blackout periods, when under our securities trading policies, when the performance fee reinvestment mechanism is being operated, when the dividend reinvestment plan is being operated. There is no requirement that shares are bought back in every day or under something or that we should ever get to 10%, et cetera. Just to give you some facts in a bit of detail. we announced it in August of last year, and it essentially operated in 3 tranches through to the 30th of June. And then it's operated through in 2 more tranches in August and September. As the work done by our independent advisers at the Manager has continued, we determined that it would be most prudent that VG1 pauses the buyback. So that's our view. And so that's what we're doing. All I would say that, again, as I touched on earlier with the webcast question, Malcolm, our shareholder base is remarkably diverse and there are groups of shareholders, major shareholders, not just shareholders like yourselves who've made their views very public, but others who privately contacted the Manager and basically proposed completely different structures, and they are quite opposed to various things that you and others have proposed. And so I would just suggest to you that this is not straight forward, both in determining what, if any, path the Manager might recommend for this Board to consider. But secondly, there are, unlike what David Kingston said earlier, there are major embedded gains here which must be considered in any proposal should that be put to us. So with that, Rob, do you have anything you'd like to add to Malcolm's questions and commentary there?

Look, Malcolm, thanks for your question and also thanks to David for your interest as well. But one of the things that I think you haven't mentioned was the premium to NAV or premium to NTA that you traded in from its [ IPO ] until mid-2019. So it traded at a premium for 2 years, Malcolm, and David. I haven't noticed you mentioned that ever that VG1 was at a substantial premium, and it was a premium for a few reasons. It traded at a discount -- and VGA traded a discount straight away. But the VG1 discount kicked in, in 2019, mid-2019 when we announced the IPO of the Manager, and shareholders in VG1 received a right to participate and only VG1 shareholders and/or unlisted investments that investors in VGI could participate in the IPO. And that right, it was exercised, either sold on the market or was converted into stock in the Manager. And I should highlight our returns include that rights issue, which saw the fund raised an additional $300 million in cash. So we took a couple of years as part of our process to get the initial tranche of money raised from the IPO of VG1. That money has got eventually invested, and as the portfolio gradually got invested and hence was not fully invested, perhaps underperformed relative to a market that that's how we take our approach. We -- that's how we would get a managed account invested. We took our time. We raised additional funds. And the consequence of that, we raised more than 60% of the additional -- of the initial amount of the listed investment company, and we put that money to work rather aggressively over the 2020 period when COVID hit and we were able to increase the weights in various positions. Now in terms of the discount, and in particular, the discount that we've got in VG1 at the moment, the discount, as you would be aware, narrowed over the course of this year and narrowed as performance improved. And we saw that come through into the share price. Unfortunately, in the third quarter, as we've discussed this morning, and as we've made clear in the monthly NTA statements and in various commentaries, the third quarter performance for the VGI funds has been disappointing. And as a consequence, the discounts have expanded. We take your points on board. David has highlighted what we're proposing and what we're doing, and we do take the discount seriously. So thank you very much.

Thanks, Rob, and thanks, Malcolm. Is there any -- there's a webcast question.

Here, David. Just going through -- the question is, how will you actually fund the 4% dividend? Would it be by selling down investments?

Yes. Look, thanks for that question, Michael. The dividend is funded through a combination of our cash buffer and crystallized gains. And I should note, obviously, crystallized gains generates franking credits to allow us to return our target of a 4% franked return. It's slightly less straightforward compared to other local Managers in the offshore stocks. You sort of don't get franking credits back on any dividends that they provide offshore. But we do get franking credits through crystallized gains. And so that's how that works for us. So thank you. We've got another one here.

This other question coming online. Could you please name the independent advisers looking at the discount? What are their qualifications and what is the advise costing?

Yes. The Manager has appointed Moelis, who now have a new name but it's Moelis Australia. It's MA Financial. It's MA Financial, I'm a bit old. I still think of it as Moelis. -- but the Manager has appointed Moelis. So thanks to [ glass optics ].

The Manager is paying for the cost of the...

Yes, sorry. And like everything with VG1 and VG8, the Manager pays for all the advice so that investors in VG1 and VG8 don't pay for any -- of any advice that this Board needs to take, et cetera, et cetera. Okay. Any other online? Or we'll go back to the phones? Bernadette,is there anything else on the phone?

We have a follow-up question from David Kingston.

Look, there's a lot of motherhood that gets thrown around. David, you're a master magician, and you come up with stats -- that parallel universe, the latest stat that is most relevant, David, is in your monthly NDA statement, which states unequivocally that the pathetic performance of VG1, since inception, is a pathetic 7.1% based on portfolio and an even worse 3.4% based on share price. Now let's not muck around, David, with all of your smoke and mirrors and waffle and motherhood. That's the fact. That's where the situation lies. Now in a raging bull market, that's another disgrace. And really, the Board and the management should hang their heads in shame. Let's also not forget about the fact that as we wrote to shareholders in a 16-page document, I don't have it in front of me. But not only is your performance woeful David and Rob. The MSCI index, the relevant index, has performed 30% or 40% higher than you have over the period. So your performance is just horrible. Let's look at the reasons. Rob, you've got people to trust you by putting forward this management team of you, Doug Tynan and Rob Poiner. They are the founding 3 investment people in the company. Now David, you're an administrator. Mr. Howie, you're an administrator. So plenty of marketers there [indiscernible] all this waffle in your Chairman's address, David, about communication. Who cares? People are interested in the financial results and what their shares are trading at. They're not interested in all the waffle that's coming out from you guys. But part of the problem, Rob, is that you've got a pretty good return in your unlisted Master Fund. And everyone knows that good quality fundies, it doesn't matter who you talk to, they always want to have a strong senior team. I want to have someone who they can bounce side years off. They don't want some dictator setting up at the top who can't work with other people. They want a balanced team, and you had a balanced team, Rob. But for some reason, no one's ever explained to the market. Doug Tynan [ sell-out ] with you and pulled the pin. Your third partner, Rob Poiner [ sold out ] with you or whatever happened, he has pulled the pin. So it's now Rob Luciano by himself with a few no names analysts coming in. Let's forget about all this waffle about John Howie, he's an administrator. David, you're not an investment funds Manager. You -- apparently, you're going off to private equity anyway, David. But part of the problem is your team, Rob, for some reason, has fallen apart, it's crumbled. But let's also face the fact guys. I don't know whether you're South African in ancestry. Now you're obviously Italian, Rob, but you're running in a apartheid system here, Rob. It's totally unacceptable, and this question will be fired at each of the directors up for reelection, including Adelaide and David Jones has got an answer for everything, even if they're woeful answers. But you're running an apartheid system here, guys. People on the Master Fund, if they get sick of the whole team, they can exit, they might have to give 3 months' notice. But you guys are locking the poor, innocent shareholders in a cage here, and you're not letting them out. Now David, you and I and Malcolm had a number of chats in March this year. You were telling us then you had Moelis onboard. Well, what the h*** have they done? Who's handling it at Moelis? Is it [indiscernible]? Is it some low-level person? Is it a guy who is conflicted because they're involved in the fight? What have they done? How long does it take? David, you're a smart guy, if you want to move forward, but clearly, you've got a massive conflict. You've got a massive conflict to Rob Luciano, a huge one. But I can tell you, all this waffle, David, about multiple different people with different objectives, if you gave shareholders so you meant to be looking after David, you're meant to have a fiduciary duty to them, you're meant to put aside your massive conflict, David and Rob. If you did the right thing and gave them the option of exiting an NTA, they would be delirious. And there's so many other reputable organizations that have done that, David and Rob. But you guys are sitting back, you're doing nothing. You're doing a whitewash here. You're doing a waffle. All the motherhood, you're delaying, delaying, delaying. Because every day that you delay, VGI and the Manager, pulls out more fees. Now everyone was pretty shocked when VGI the Manager, with its growth underperformance, pulled out $50 million performance fee last 6 months. Now, okay, that was from the unlisted funds and VG1 and VG8, but even with gross underperformance, pulling out huge performance fees. So there's a lot of shareholders who want their money back. But you've locked them in the cage, you're not doing the right thing by them. You're going slow on these reviews. I'd like to hear who's handling it at Moelis, and I'll talk to them directly because I know a few of them. But this is unsustainable, guys, and you keep on kicking the tin down the road, snowing people with a great whitewash. But look, you're in a bubble here, guys. You're a publicly listed company. Every month, every one -- every week, everyone can look at the discount to NTA. It's not just a discount. It's coming from the poor performance. The fact that the market doesn't rate you guys, it doesn't respect you guys, and that's why the discount is there. But a question to Rob Luciano. Rob, why don't you cut to nonsense, cut the waffle? Why don't you just say, as Antipodes have done as Elliston, as ALF, as Magellan, that you will give your long-suffering shareholders the right to access what they own, which is $2.45 a share rather than punish them, punish them, lock them in the cage and leave them there at $2.09? The only benefit from that goes to VGI the Manager, because it keeps its fund, keeps pulling out the fees. But every day you're doing that, David and Rob, you are punishing the people who trusted you Rob, and they're getting pretty bloody angry, I can tell you. So a question to you, Rob. Why don't you just let them out of the case right now, mate? And David, please don't shelter Rob. He's a big boy. He's the face of the company. It really is pretty pathetic governance when you take the question -- my initial question away from Rob. And you took Mel's question away from Rob as well. He's a big boy. He's getting big fees, he can answer the question.

Well, I am chairing the meeting, David. But thank you, and thanks for the colorful tour there of your thoughts. That's great. Look, well, as I've said, but Rob can say it, we will be back to you next quarter. But Rob, over to you.

Yes. Look, appreciate the question. I feel like we've been through this many times. And certainly, David has -- and you've asked the same question with VGA. You -- the e-mails that you randomly sent went very quiet when the premium -- when the discount narrowed a number of months ago. The discount has now widened because of some short-term performance. You're clearly not interested in the underlying returns. We didn't hear you protesting about investors selling their shares at a premium to NTA for more than 2 years. And yes, we're at a discount, as are a number of other well-respected fund Managers who are listed investment companies. Our performance over recent period has not been great. We've talked about that, and I've talked about it a number of occasions. We eat our own cooking here. We have a substantial amount of our own monies invested in both VG1 and VG8, and you're well aware of that. We also have very substantial monies invested in our unlisted funds. And we're well aware of when performance isn't fantastic. But we're not a highly leveraged strategy. We're not a fully invested strategy, and you're well aware of that as well. So to sit there and try and characterize it as a fully invested strategy or comparing it to an index, you know that that's not how we've ever invested. It's how we look at things. And those returns that we highlighted a number of years ago or even in the prospectus that we've talked about, they're accurate returns for our strategy since inception. We've never offered it as a forecast. We've said that's what we target. 10% to 15% through the cycle. And David, if you sat down with me as a prospective investor, when we started 13 years ago, that's what our presentation said. We're targeting 10% to 15% through the cycle. And when we started during the GFC, and we didn't lose money during the GFC, that seemed like an acceptable return. So the reality is, is we are focused on this. The discounts did narrow a number of months ago. And we thought that we are finally moving towards narrowing the discount. That obviously hasn't happened. And as a result, we're reassessing how to move forward. Very appreciative of your question, and thank you very much.

Thanks, Rob, and thank you, David, and Malcolm again, thank you, guys. There's one here online, I think, Adam?

There is. Thank you, David. Will VGA allow the statistics quoted earlier by the Executive Chair be totally independently verified and offer a redemption option as of now?

Okay. Look, on the second part, as we've said multiple times, the Manager will be reverting with what, if any, structural recommendations it wants to bring to the Board of VG1 in the next quarter. On the first part about these numbers quoted, the NTA returns are independently verified by our external fund administrators and auditors. And we do take that very seriously. So all of these numbers are verified down to the cent, and we publish them monthly to give everyone the full facts. And the NTA weekly. So with that, thank you. Are there any other questions? No more online, no more phone. Okay. Well, with that, thank you all. We'll then move to the formal parts of the business, sorry, I'll just get that up.

Okay. I will now take each item and resolution in the order set out in the notice of meeting. Our meeting today involves firstly, tabling and reviewing the accounts and then 3 resolutions to be decided. While you're welcome to submit questions as we move through the resolutions, if you do already have questions prepared, please submit them now online. When writing your question, please state at the start of your question whether it relates to our financial reports or write the number of the resolution. As a reminder, for those on the phones, please wait until we reach each item of business before registering for a question on that item. [Operator Instructions] As I mentioned earlier, we will conduct a poll on all resolutions today, combining votes submitted before the meeting, with votes that are cast online during the meeting. Since the polls are already open, if you would like to vote now, please do so. Alternatively, it is also fine if you prefer to only vote once we have discussed each resolution. I will also allow some time at the end of the meeting for you to finalize your votes. If you make a mistake or change your mind, please just select your preferred voting option, and that will override your original vote. I note that Boardroom are the returning officers for today's meeting and will conduct our poll. Certain votes will be excluded in accordance with the Corps Act and the ASX listing rules. Proxy votes will be shown after discussion of each individual resolution. I advise the meeting that I will be voting all undirected proxies in favor of the resolutions as indicated in the notice of meeting. We'll advise the ASX as soon as the results are determined, which should be later today. So now turning to the first item of formal business, which is the tabling of the financial statements, the director's report and the auditor's report for the year ended 30 June 2021. The company is required to lay before the meeting the last audited financial statements and reports, which were released to the ASX on the 17th of August 2021 as part of the company's annual report. No resolution on this matter is required. However, I now invite shareholders and their proxies to ask questions on the reports. Questions may also be asked of the auditors in relation to the conduct of the audit, content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit. So are there any questions or comments on the financial statements and the report of the directors and auditors for the year ended 30 June 2021? I'll give you a few minutes to enter any questions online or to register over the phone.

Okay. Thank you. Well, it doesn't seem we've got any there. So we will -- sorry, David, please? Operator, I think Dave Kingston has got a question or a comment on the -- on this matter.

David, please go ahead.

Look, a question to the auditors. Look, you are meant to carrying out your job to look at post balance date events. One of my concerns with the Chairman's address today is it happened to [indiscernible] covered the 1 July to 30 June year-end, but it has happened -- that happened to coincide with the great rebound in assets from the start of COVID, so when COVID became relatively under control. But the question of the auditors is are you looking at post balance date events? Do you believe the accounts should have commented formally on post balance date events? Because by my calculation, this is to the auditors, there was a deficit between market value and the NTA as at the end of October of $140 million. And I'm surprised the auditors have not required the very, very poor post balance date performance of the VGI Manager, and the huge discount, 15% discount, to be noted as a post balance date events. So auditors, can you comment why you're allowing that [ omission ] to occur?

Scott?

Thank you for the question, David. Yes. So our audit process is to consider post update events up to the date of signing, and we consider those matters that the company should consider including in the accounts. The markets move daily, as you know, and they are presented at fair value. And I don't think at the time of starting to report, the movement in the value of the portfolio is considered something that warranted separate disclosure.

Thanks, Scott. Adam, do we have anything else online? Or operator, do we have anyone else on the phones, please?

You have a follow-up question from David Kingston.

David?

Look, Scott, I'm shocked at your response. We've heard Rob Luciano, the face of the company, say that the performance has been very poor since 1 July. David Jones, the eloquent David Jones, has got an answer for everything. He's said that as well, and yet, Scott, you are ignoring a major decline in performance after balance date. And that decline, Scott, has accentuated the pain for the long-suffering of VGI shareholders because as Rob Luciano explained, the discount has widened back out again, as the rating of the company has gone down. So look, auditors tend to have a comfortable relationship with companies. They're not necessarily going to challenge them on everything. But Scott, this is incredibly clear cut. And I think the accounts are deficient, and I think you've been culpable of allowing a serious omission from the accounts.

David, that sounds like a statement more than a question. But Scott, would you care to comment there on David's statement?

Yes, I'll do the same comment. Look, all I can say to David is we considered the situation at the time of signing and the presentation of the accounts. And I don't believe there is any requirement to disclose the movement in the portfolio value.

Thanks, Scott. Now it looks like we've got one online from a name I recognize, McComas Capital, what was the value of associated party transactions in the account and Ian, our CFO, can you -- of the Manager. Can you handle that, please?

Sure. Thanks, David. The value of the associated transactions and related to paid transactions is clearly set out in the notes of the accounts. So I'd just like to refer you to Note 16 in the financial statements.

And it's clear in there what they are. Okay. Okay. Ian, thank you. Well, [ Malcolm ] -- yes, right. [indiscernible] all clearly laid out the -- So Malcolm, Note 16, Ian's referring to you there. Thank you. Are there any further questions or comments or anything on the go? Okay. We've got one more here from [indiscernible] nominees. Do you want to read it out?

Sure. The question, investment shareholders don't go to the ASX to access their entitlement. So why does the company not send the annual report to shareholders, when the Manager is taking a performance of $50 million [indiscernible]?

If any shareholder would like a physical annual report, we would be delighted to send out more than one copy to [indiscernible] or anyone else just in this day and age of ESG and various things. We ask people to elect to do everything online to save paper and physical costs, but we have printed copies here, and we will be delighted. So if that shareholder could send through their details, we would be delighted to send them through, some copies. And sorry, thank you, and they can elect a Boardroom online. So if you just change your preferences online through our registry portal, you'll be able to elect to get a physical copy.

We have another online question submitted here, which is for Scott, please. What is the dollar value difference in NTA between 30 June and date of the signing?

Scott, I'm guessing you might not know that off the top of your head, but -- and please comment. But the Manager can obviously provide that information to you, should you wish. But Scott, please.

Yes, certainly, I don't have that at hand.

Okay. Thank you. Okay, is there anything else on this first matter?

There are no further telephone questions.

Okay. And I think we're done online, too.

Okay. Well, with that, as there are no more questions, we'll now move to resolution 1, the adoption of the FY '21 remuneration report. Under the Corps Act, listed companies are required to include as part of their directors' report a remuneration report. The remuneration report is included in the company's annual report. The Corporations Act requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on matters included in the rem report. Given the vote is advisory only, it does not bind the Board or the company. However, the Board will take the outcome of the vote into account when considering future remuneration decisions. Shareholders should note that if 25% or more of the votes cast on this resolution are against adoption of the rem report, the first element of the Board spill provisions, known generally as the two-strikes rule, will be triggered. This will require a resolution on whether to hold a further meeting to spill the Board to be put to shareholders at the 2022 AGM if a second strike was to occur at the 2022 AGM. At this point, I think it's worth noting that VGI Partners, the Manager, and I touched on this earlier, pays the bulk of VG1's operating costs, including the cost of this AGM. This is a central plank of the VGI Partners' philosophy of alignment. As a result, VG1 only bears the cost of its 3 independent directors and directors and officers insurance. For as -- for independence reasons, the Manager is not legally allowed to pay for those expenses. The Board recommends that shareholders vote in favor of adopting the FY '21 remuneration report, and I'll now move this resolution. For shareholders or proxies with questions regarding resolution 1, please submit online questions if you have not done so already. For those on the phone, if you have a question on resolution 1, please register now. Once again, I will allow for a few moments for you to enter your questions. Okay. Yes. So before I put the resolutions of the meeting, I will show the proxy votes on the screen, and I see an online question there from Malcolm. We're just putting that up now. So you should be able to see that on the webcast coming through now, please sing out if you don't have them. If you're a shareholder or proxy holder and eligible to vote online, could you please now complete your vote? I'll just pause for a bit to allow people to vote there. [Voting]

We'll now move to Resolution 2. Given this item relates to me, I would like to invite my fellow Director, Lawrence Myers, to conduct this part of the meeting. Lawrence?

Thanks, David. We will now move on to Resolution 2, the reelection of Mr. David Jones as the Director of the company. Mr. Jones is retiring by rotation and being eligible is standing for reelection in accordance with Rule 6.7 of the company's constitution and ASX listing rule 14.4. Mr. Jones' details are set out in explanatory memorandum of the notice of meeting, and they are repeated here on this slide. In summary, Mr. Jones has more than 30 years' experience in investment markets, the majority as a general partner in private equity firms and prior to that, in general management and management consulting. Mr. Jones has been a Board member of numerous private and public businesses, including a number in the wealth management sector. In 2021, Mr. Jones was made a member of the Order of Australia for significant services to the museums and galleries sector and to the community. Mr. Jones was first appointed as a Director of the company on the 9th of June 2017. Mr. Jones is also a Director of VGI Partners Limited and VGI Partners Asian Investments Limited. The Board, with Mr. Jones abstaining, supports the reelection of Mr. Jones as a director. I now move that David Jones be reelected as a Director of the company. Could shareholders or proxies with questions regarding resolution 2 please submit votes now? I will give you a few moments to enter your questions online or to register on the phone.

Do we have any questions on the phone?

There's nothing online, Lawrence.

On the phone, do we have anything?

We have a question from Malcolm McComas.

Lawrence, I did not see the proxies lodged the votes lodged for Resolution 1, the remuneration report. Could you please read them out before we move on to my question or put them up on the room in the screen. And I can't yet see the votes for David Jones' reelection either.

Yes. No, let's go back to the proxy votes for resolution 1, please. Could we do that?

Do we have -- Would you mind going back to the previous slide? Slide 11. I think.

I think it's Slide 10, actually.

Sorry, go back further, Slide 10. Stop. Thank you.

Should we read those out to be clear?

Yes. And just hang on while there's a lag, too.

Okay. In favor, proxies voted in in favor of or for the remuneration report for 2021 was 53,201,480 shares, representing 93.7%. Okay. Do you we now want to move on, please?

And just check that. Malcolm, can you see that on the screen?

Well, no, I can't. And I've been refreshing it all the time. So I can now see Page 11, but I can't see -- here we are. We've got Page 10 up here.

It's just -- there's about a 30-second lag -- sorry about that.

Well, we need to take that into account going forward because that's a material point for discussion. Thank you. If we could go back now to the resolution for David's reelection. And Lawrence, my question is directed to David Jones. David, to be frank, you shouldn't be standing for reelection. A lot of shareholders have communicated to me that you should be standing down. You've been invisible at VGI since the news of that so-called [ side hustle ] moving back to private equity was published in some magazine papers. You're also clearly not an Independent Chair, as we know. In fact, you on the Manager's payroll. And so we can reasonably assume that you report to Rob Luciano, he pays your salary on all issues. VG1 shareholders deserve an Independent Chair, like Lawrence, one that will be proactive and take it up to Rob, the Manager of VG1, about performance, structure and the discount, the worst-in-class discount. You are totally compromised, to be frank. And under you as Chair, you know that VG1 shareholders had a 3.4% return against share price since inception 4 years ago. Frankly, in relation to Rob Luciano's previous comments, the years of premium are behind you, and they are relevant to a shareholder exiting today. We're just looking to actually achieve value today. You've paid your employer big fees, you have paid to employer big fees of terrible performance relative to your forecast 10% to 15% over 5 years or more or whichever way you want to define it. I suggest you've got zero chance of meeting even that low end of the forecast, and I don't know why you persist with this representation through every piece of published literature. Finally, are you going to stay? Or do the right thing and move on? And if you answer that by saying you intend to stay, should we expect you to be staying on the Board for the whole of your term? And does your side hustle, moving into private equity, preclude you from staying on the Board? Please be frank.

Thanks, Malcolm. I always try to be frank and delighted to be. So I do intend to stay. I am standing as per the resolution, and I intend to stay for the full term. I should be very clear. And as you commented on during that comment, that I have never represented that this was an independent role and that I was affiliated with the Manager. I think it's important for you to note that many, if not most, if not virtually all LICs have representatives from the Manager on their Board, and we do too. And I am one of those representatives of the Manager. And that is very common. It's very hard to name an elect that has none. Most of them do have people from the Manager on their Boards. And finally, I would just say that I am very aware of my duties and responsibilities. And as I said earlier, our single duty on this Board is to act in the interest of shareholders of VG1 solely, and that's what we do. So thanks for that, Malcolm. Sorry, Lawrence, you're driving the stick.

I saw an online question before -- sorry, that was just someone requesting David to speak to his appointment, which I think it's just [ that ].

Okay. Good. Are there any other questions by phone or online.

You have a phone question from David Kingston.

Yes. Lawrence, bearing in mind, David's up for reelection. I'll address my comments to David. Look, David, you're a very charismatic and loquacious person, comes from that illustrious MBA of yours at Harvard and a strong career of 30 years, as Lawrence has said, in finance. Look, you do come up with plenty of half truths, David. The issue that Malcolm really was focusing on is that you are a conflicted Chairman, a massive conflict for all the reasons Malcolm said. So this company has lost the ability to have an independent Chairman who can look after, truly, the interests of shareholders. And you do conflict yourself, David, because you say that you've only got one objective, looking after the interest of shareholders. Then you conflict yourself and you say, "Well, where there's a conflict, I leave the room." as does Rob Luciano. So you're really talking with a forked tongue. But also, it's very disappointing, David, the sort of disingenuous stats that you come up with, the disingenuous lines you come up with. When you then said where the criticism is that the company has lost the ability to have an independent Chairman and you come up with the comment that almost all LICs have a representative of the Manager on the Board. That's correct, David, but that's not the issue. You are Chairman of the company. The Chairman has special powers, special roles, and that role is being destroyed by virtue of the fact that you are chronically conflicted, David. And I don't think you answered the question, frankly, as Malcolm asked you to, and you said you would. I think you provided a fairly disingenuous response, but that's a comment. Look, coming back to your 30 years of experience, David and you, me and Malcolm and Doug Tynan, when Doug was still on the board and who knows why he's left the Board, we had a meeting or two, a couple of meetings in March or April this year. You said to us that you were absolutely in total agreement that the discount was unacceptable and had to go. Here we are 7 or 8 months later, the discounts still there. It's just as bad. In fact, in VG8's case, it's even worse. And here's a guy who is a conflicted Chairman, who has got 30 years of experience. You certainly got the brain power, David, to get cracking. You told Malcolm and I, 6 or 7 months ago that you had Moelis onboard. Moelis have got the brain power to get things happening if they want to, if there's no conflict. 7 or 8 months later, all we get from you on the biggest single issue agitating -- aggravating shareholders are you supposedly looking after David. All we get from you on the biggest single issue is we're still considering options about how to address the discount. David, you are a guy who is more than capable with Moelis of coming up with an outcome in 3 months. Here we are 7 or 8 months after Malcolm and I had a chat to you, which went nowhere because I don't think you were motivated to come up with the right solution because of your conflict. I'll certainly be asking the same question of Adelaide, and I'd love Noel Whittaker, who is -- writes in the Sydney Morning Herald, and I think Noel, you need to step up, Noel, I'll certainly be asking some questions of you and Adelaide when you're coming up for reelection in a number of minutes. But David, the -- a couple of questions for you, mate. If you were truly independent, if you had $50 million of shares in VG1, but because of the horrendous discount, you were losing $7.5 million of value, 15%. If you are truly looking after the VG1 shareholders that you, frankly, tell us you are, which I'm not sure that I agree with you, David, because if you were, I think you'd act much differently. Have you had a really earnest debate with VGI about dropping their fees? A lot of shareholders are angry about the fees. Have you had a really earnest debate with VGI the Manager and sought legal advice from the illustrious [ ABL ] who are on your payroll, about the possibility of terminating VGI as Manager, on the grounds that -- there's constructive termination here because the VGI was originally appointed is a very, very different VGI today because there were 3 partners then. There's only one left. All this waffle about how [indiscernible] is an administrator? All these other people, you've appointed their administrators and marketers. Three well-regarded funds Managers, only one left. So arguably, there's constructive termination there, and you should look at terminating VGI. I'd like -- have you debated with Luciano, what's wrong with his management style? Why can't he work with Tynan and Poiner? Why did they leave? It's quite extraordinary, this -- Tynan has still got 10 million shares in VGI, and yet he is that agitated that he's stepped down as a director. What's going on here? I also disagree with what you said before, David, about alignment. That's a classic motherhood line that VGI churns out in all its marketing stuff that really is misleading. There's no real alignment here. Rob Luciano's interest are in VGI. He's got a couple of hundred million bucks of stock there. His direct participation in VG1 and VG8 are dramatically lower. So there's no alignment at all. That's just nonsense. But look, David, you're a smart guy. I'm just concerned that you're massively conflicted. But if you were really truthful to what you said is your objective, you've said it a couple of times today, David, that your singular objective as a director, in fact, Chairman of this company is the interest of VG1 shareholders. If that were true, David, why the h*** has it taken you so long to come up with a simple structure? Because there are many out there that delivers proper shareholder value to the shareholders who are being punished, punished by you as a Chairman, David. Here you're on the order of Australia. Well, you've done good work for the museums. What about looking after the shareholders here, David? What about giving them their money back? Because you're screwing them, mate. You're punishing them. So my question to you is, David, you're a smart guy, you had advisers onboard for 7 or 8 months at least. What's the delay? Is it the fact that the conflict means that you can't get approval to give shareholders access back to the NTA? If that's the case, David, I will put to you as I put to Lawrence Myers before, why don't you call an AGM with -- you don't need the Manager's approval for this, and I appreciate you have a better conflict. Why don't you call an AGM to do a share buyback of 50% or 75% share buyback at NTA? Because I can tell you, David, if you're an honorable bloke, if you're an order of Australia and all that, do all this charity work. The shareholders are really angry with you, David, because you are depriving them -- as Chairman, conflicted Chairman, you are depriving them of access to their $2.45. And you're saying to them by conflict or I don't know why you're doing it, David, but you are basically blocking incredibly simple restructures that many, many, many other companies have done that would enable these people to get $2.45. And as I said earlier on, this really isn't a apartheid system here, David. There have been references by you and Rob from the Master Fund. But it's an apartheid system, the Master Fund, they're first-class citizens. If they're unhappy, they can get out of NTA. But you are punishing the shareholders of VG1, and it's incredibly unfair. And it's contrary to your assertion on the day that you are acting in their best interest, David. So that's my question, why haven't you got on and given them access to NTA, mate?

Okay. David, thank you. I think I made it through that. We -- the course ahead is quite clear. The Manager is reverting in the next quarter with its thoughts on some of the matters that you discussed during that long commentary. And I am standing for reelection now, and I am very confident in my ability to act in the interest of VG1 shareholders as I see fit. Thank you. We are running out of time. Sorry, Lawrence.

Okay. Can we -- can the moderator please take us through to the slide that shows the proxy votes, please, for David's election? Thank you. Just to be clear, will wait a few seconds. Just let me take some time to update.

Just give it a full 10 seconds or more, please.

If you are a shareholder or proxy holder, eligible to vote online, could you now please complete your vote? The proxy voting position is 73,873,486 votes, that's 96.2% in favor of David Jones' reelection. I'll just pause for a few seconds to let them pass their votes. [Voting]

Thank you. I would now like to invite David Jones back to the Chair, to chair the remainder of the AGM.

Great. Thanks, Lawrence. And I am conscious of time here. Thank you. We're scheduled it at half past 4. We'll now move to Resolution 3, the reelection of Adelaide McDonald as a Director of the company. That will be coming up on the slide there. Ms. McDonald is retiring by rotation and is standing for reelection in accordance with Rule 6.7 and of the company's constitution and ASX Listing Rule 14.4. Ms. McDonald's details are set out in the explanatory memorandum of the notice of meeting, and they are repeated here on this slide. In summary, Ms. McDonald has over 13 years' experience in corporate advisory and equity research. Ms. McDonald is currently an Executive Director of MDH Proprietary Limited, one of Australia's largest integrated beef producers. In addition, Ms. McDonald has held roles as a Director of KPMG in the mergers and acquisitions practice, and previous roles at Wilson HTM and BDO Kendalls. Ms. McDonald been a Director of the company since 1 July 2019, and is an independent Director of VGI Partners Asian Investments Limited. The Board, with Ms. McDonald abstaining, supports the reelection of Adelaide McDonald as a director. I would now move that Adelaide McDonald be reelected as a Director of the company. Could shareholders or proxies with questions regarding Resolution 3, please submit those now? I will give you a few moments to enter your questions online or to register on the phone. And before I put the resolution to the meeting, I will show the proxies up on screen if the operator could roll to Page 16, and I'll just read that out. The proxies are full at 74,502,729. which is 96.5% for the reelection of Adelaide.

And now if we'll go back to -- we've got an online question. Could Ms. McDonald please speak to a nomination and what she adds to the Board? Adelaide, would you like to comment on your nomination or reelection, please?

Yes, sure. Thank you, David. Thank you for the question from online. As discussed in my brief bio, I have a background in corporate advisory and equity research. I have a strong understanding of equity markets and a chartered financial analyst. And I act as an independent director to the VG1 Board, and I provide -- having experience in the equity and corporate market sectors, I feel that my experience is valuable to the Board. And hence, the reason I'm submitting myself for reelection.

That's great. And could I just comment Adelaide does make a meaningful contribution to our Board. And we would welcome her reelection should shareholders choose to do so. Do we have questions on the phones, please, Bridgette -- Bernadette, I'm sorry.

We have a question from Malcolm McComas.

A question for Adelaide on her reelection. -- what expertise or independence and objectivity do you bring to the VGI Board? And this is slightly different to the general couple of paragraphs you read out a minute ago. So what expertise or independence and objectivity do you bring for the VGI Board for the benefit of VG1 shareholders? Please tell us your own words about your background. And specifically, have you ever discussed -- specifically, have you ever discussed or participated in a meeting of independent directors, and I assume that's you, Noel Whittaker and Lawrence Myers, but as discussed, for example, sacking VGI, the Manager, given its 4-year performance record, and it's clear inability to meet its prospectus forecast? And the size of the discount that VG1 trades at, I don't need to repeat that, you're well aware of that, I'm sure. And also any restructuring of VG1 to allow the NTA or doing a substantial buyback? And my final point is, do you have any relationships with Rob Luciano or the VGI Master Fund that might impact on your independence? Is it true that your family company has money invested in the VGI Master Fund? And was that a criteria for your appointment?

Look, I'll just -- just before Adelaide answers on what she can of that string of questions. I'll just make one important point. The prospectus did not provide a forecast. It provided a target return to investors over the medium- to long-term, which we said was at least 5 years. It's clearly written in the prospectus of 10% to 15% after all fees. After 4 years, the 30 June, the net performance at the portfolio level was 9.8%. But look, thank you to those series of questions. Adelaide, feel free to comment on those, if you would like. Thank you.

Thank you, David, and thank you, Malcolm. I will do my best to cover off on those questions because there's a few different things. I just want to touch on the possibly the most important, being that I have the background in corporate advisory and equity research. This is in my own words, and that is my expertise and skill set that I bring to the Board as well as being independent. In regards to your question of, do I have a connection with Rob Luciano? No, I do not. And in regards to your strange question regarding my family having an investment in the Master Fund. Any conflicts I had, I would have disclosed, but no, that is also not correct. And I think you also touched on the discount, as has been discussed by both David and Lawrence and Rob. When we are presented by the Manager with a full and complete report by the independent adviser, the Board will need to discuss those issues. And if it's required, relevant and appropriate, the independent directors will meet to discuss any issues where that is necessary. I hope that covers off on the main points.

Right. Yes, that's great, Adelaide. Thank you. You did a nice job answering 4 questions when the sort of limit was 2, and I'm conscious it's 4:29, but I can see some familiar names up on the phone thing. I wonder if Bernadette, you might take the next question in the queue here, please.

You have a question from David Kingston.

And may I suggest this may be the final question.

You have a question from David Kingston. David.

Well, David, the protocol today is there are 2 questions permitted on each item. So I don't believe that's appropriate to curtail questions, David, because this is an important annual event and to handle it properly. I think you've got to stick to protocol, please.

Okay, sir. Well just try to ask one brief question there, not 4 like Malcolm just did, it would be good, please, sir. Thank you.

Okay, David. Hello, Adelaide. Nice to hear your voice. We have tried to communicate with the independent directors. But in this dictatorship that VGI seems to run, we have been unable to communicate with Lawrence or yourself or Noel Whittaker. So that's disappointing because you are meant to be an independent director looking after shareholders' interest and ensuring that the inherent massive conflict of interest that exists here does not prejudice the interest of VG1 shareholders, which we believe it is. But it's nice to finally hear your voice. And we might try and actually arrange a meeting with you, Adelaide, because that's what independent directors are meant to do where there's a big conflict of interest. Look, I'm glad to hear, Adelaide, that you've got a good background in corporate finance and equity markets, like clearly corporate finance, corporate advice. One of the key issues is we're all aware of conflicts of interest. And then all aware of ensuring that they don't influence outcomes. You're in a very tricky position, you along with Noel Whittaker, who holds him out -- helps himself out as an SMH commentator. And then Lawrence we've heard from him today, is a very robust personality. And -- but yes, you're the 3 independent directors. You then have a highly dependent Chairman, David Jones, and then Rob Luciano. So -- but it's good you've got the relevant experience. But look, Adelaide, I've been on a number of Boards. It's not easy to stand up to major shareholders or major contractual Managers. You actually have to be pretty strong willed. I have been concerned that you've declined to respond to any of our extensive communication. I presume that the Manager has dictated that you not get involved, which is very, very disappointing because it's, in my view, bad cop of governance, which I think pervades this whole company, even pervades the call today where David Jones seems to take it upon himself to shelter various people from answering questions, which is disappointing David. They're all paid directors, they can answer their questions themselves.

David, we are running slightly over. Could you get to your question, please?

Who is that? Is that David, is it?

Yes. Sorry, David. It's David Jones, we are running now late. Could you get to your questions for Adelaide, please?

I will, David. But look, the time line is indicative, David. It's a once a year meeting. You have -- the company has deprived us from talking to the independents, so please run it properly, David, and allow the comments and questions to be made, which is something that you said would happen. But look, Adelaide, the key issue I've got to you is you're in a very difficult position. Shareholders are being punished severely. They're not going to get the right answer from David Jones because he's conflicted. Rob Luciano is conflicted. Really, the shareholders have to look to you and to your 2 fellow directors. I'm absolutely staggered, Adelaide, that as a genuine independent that you are permitting the massively conflicted Manager to undertake this supposed review with Moelis the advisers. Like it really is totally unacceptable Adelaide that you have aggregated your role there. You should be the ones, as the independent directors, who are directing the advisers. It shouldn't be the Manager because, of course, the Manager is conflicted. And I'm just really shocked that you are permitting that to happen Adelaide. And this thing is going to blow up unless the shareholders get treated properly. There's a lot of very, very angry shareholders here. And really, I think the only way there's going to be a proper outcome is if you step up, if your Sydney Morning Herald colleague steps up. Noel, who we've never heard from. And if Lawrence steps up, Lawrence. Malcolm raised the issue of his relationship with Luciano before, but hopefully, Lawrence can step up. But the question is why, Adelaide, have you aggregated your role? Why don't you brief the experts so you come up with an outcome that resolves the problem of shareholder value? There's $140 million missing here Adelaide, and you as an independent are responsible for that money missing. There's a very, very easy solution. converted to an unlisted fund, convert it to a listed ETF or do a major buyback. So that's my question. Why are you aggregating that whole thing? Time is ticking on, shareholders are losing money every day. Every shareholder who sells on the market is losing a lot of money, and the amount of money at stake is $140 million. So that's my question. Can you take control of this, Adelaide?

Thank you, David. Look, firstly, in regards to your comments on stepping up. I'd just like to say that I actively contribute to the Board. And if I didn't feel I had a meaningful contribution, I wouldn't be there. So that's all I'll say to that comment. In regards to your comments around taking action. I presume you're talking about capital management. The independent directors will review information when it is provided to them, and we have now received a timeline of when that will happen. And that will be the best way in which the -- all the directors of the Board can assess what the most appropriate path for VG1 will be going forward when we are presented with all the relevant information. And I think that's been noted a number of times today. Thank you.

Thanks, Adelaide. We have more questions here online. I think, Bernadette.

Your next question comes from Malcolm McComas.

David, good news. I'm going to be really, really short but I would like a specific answer from Adelaide on this issue. Have you ever discussed or participated in a meeting of independent directors to discuss various issues? I'm talking about capital management, size of discounts, size of fees, sales performance. Have you ever had a session?

Malcolm. Thank you. I don't think it's appropriate to discuss the specifics of what has or has not been discussed in the Board meeting. Suffice to say that there is always a rigorous discussion amongst the independent Board directors, and I think there's been an appropriate level of discussion around these issues.

Okay. thanks, Adelaide. Bernadette, do we have any other questions on the phone?

You have a final question from David Kingston.

All right, the Lucky last. Adelaide, You're not quite answering my question, Adelaide. You're an intelligent woman, you've got good experience. We respect and are pleased that you're sitting there as an independent on the Board. But given your experience, Adelaide, I really am shocked that you are allowing a conflicted party with a massive conflict, Adelaide. How can you, as an independent director sit back, wait another 3 months, allow the Manager with a monumental conflict to prepare in conjunction with an adviser the various options for shareholders? Like it really is extraordinary. -- like shareholders are partly in this company because there's 3 independent directors. Lawrence and yourself and the Sydney Morning Herald, Noel. Heavily reliant upon you guys to ensure that the conflicts don't override the interest of the shareholders. You're up for reelection today, you've got all the right experience. So we welcome, you're remaining on the Board Adelaide. But please just give me a specific answer. How on earth can you sit idly by when there's $140 million of damage? Missing money. You're sitting idly by and advocating your role to do the right thing by VG1 shareholders to the conflicted Manager? For me, it's appalling. So the question is, why do you do that? And why don't you do it yourself? Why don't you get directly involved with those advisers? Why don't you run the process, Adelaide?

Thanks, David. Again, there was a lot there. I guess to summarize, action is being taken, a report is being prepared. I believe that the Board, including its independent directors, are robust enough to be able to disseminate the information from that report and provide a decision or outcome or otherwise, that will be in the best interest of the VG1 shareholders.

Thank you, Adelaide. Okay. Bernadette, do we have any other questions on the phone?

There are no further telephone questions at this time.

Okay, and no more online. Well, look, thanks to David and Malcolm for that. Now -- okay. I'm just going to go back here to -- we've shown the proxies for Adelaide, I believe. So look, yes, I did read these out, but I will just do it again. It's on -- it should be on the slide. And if it's not coming through now on the webcast, it will be through shortly. But just to the proxies cast prior to the meeting, 74,502,729, which is 96.5% cast for the reelection of Ms. Adelaide McDonald. So look, with that, and I'll pause if anyone needs to cast their final vote on that resolution 3. [Voting]

And then with that, thank you, we've now addressed all 3 resolutions. So in case you have not completed your voting during the meeting, I will now give you a few moments to finalize your voting. As I mentioned earlier, Boardroom, who are VG1's share registry, will conduct the poll via the online votes that you submit and combine those with the votes that were submitted prior to the meeting. I'm just going to allow 20 seconds for the final votes to be logged if anyone still casting their votes. [Voting]

So with that, thank you all. I will now declare the poll closed and formally charge Boardroom to count the votes. The results of today's AGM will be released to the market and made available on VG1's website as soon as possible, which should be later today. So just in closing, ladies and gentlemen, as there is no other formal business for the meeting, I declare this AGM of VGI Partners Global Investments Limited closed. Once again, I would like to thank you for attending today's meeting by webcast or dialing in on the phone. I hope that everyone remains safe and well and wish you and your families the best for the holiday season. We look forward to meeting many of you in-person at future briefings and AGMs. And by all means, reach out at any time if you would like further information or you have questions about our company. So with that, thank you, and good afternoon.