RPMGlobal Holdings Limited (RUL.AX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. As the time is 10 a.m. here in Brisbane, I want to welcome everyone online to the 2025 Annual General Meeting of RPM Global Holdings Limited. My name is Steve Baldwin, and I am Chair of the Board of RPM. As we have a quorum, I now declare the meeting open. Today's meeting is being held online by the Computershare platform. This meeting platform allows shareholders, proxies and guests to attend the meeting virtually. Shareholders may participate in the AGM by the online platform from their computer, their smartphone or tablet by entering the URL detailed in the Notice of Meeting into your browser. The online platform allows RPM shareholders to view the meeting presentation, to vote and to ask questions in real time. Further information regarding the online platform, including how to participate, vote and ask questions during the meeting. as set out on this slide and is also attached to a Notice of Meeting. To ask a question, select the Q&A icon, select the topic your question relates to and type your question into the chat box at the bottom of the screen, then press send. Questions can be submitted at any time. However, please note that while you can submit questions from now on, I will not address them until the appropriate time in the meeting. Please also note that your questions may be moderated. So if we receive multiple questions on one topic, amalgamated together. Finally, due to time constraints, we may not get to answer all of your questions. If this happens, we will endeavor where appropriate to answer them in due course via our e-mail and/or our ongoing disclosures to the market. A reminder on hard to vote will be displayed in the presentation when we reach the formal business part of the meeting. With those formalities done, I want to formally welcome you to the RPM 2025 AGM, which has been called under the Notice of Meeting issued on 15 September 2025, and I propose the Notice of Meeting be taken as read. In RPM's Brisbane head office here with me today are my fellow directors consisting of Chief Executive Officer and Managing Director, Richard Mathews.

Hi, guys.

RPM Non-Executive Director, Paul Scurrah.

Good morning.

And RPM Non-Executive Director, Ross Walker.

Good morning, everyone.

And joining us on the call is our Non-Executive Director, Angeleen Jenkins.

Good morning, all.

RPM's key management personnel are also in attendance at today's meeting from our Brisbane office. We have James O'Neill, our Group General Counsel and Company Secretary; and Michael Kochanowski, our CFO.

Good morning.

Good morning.

Mr. Cameron Henry, RPM's audit partner from BDO Audit is also present in our Brisbane office this morning.

Good morning.

Before we proceed with the formal items of business, our Managing Director and CEO, Richard Mathews, will provide a short update on the RPM business.

Yes. Thanks, Steve, and good morning to all the shareholders on the call. Well, what a year it's been. In April, we successfully completed the sale of the advisory business to SLR Consulting for an enterprise value of $63 million, which we're pretty happy about that number at the time, which enabled us after that sale to really concentrate on our software business. Now soon after we announced that sale of the advisory business in Bebery, we started receiving approaches for our software business almost immediately. The Board determined that it was in the best interest of shareholders to take control of the situation and remain a structured and competitive process. This was done to ensure that we engage with all credible parties. As a result of this process, Caterpillar emerged as the preferred bidder, and we subsequently entered into a 6-week period of exclusivity due diligence with them. I was pleased to announce -- we were pleased to announce at the start of the week that we had entered into an agreement with Caterpillar, a binding scheme implementation deed, pursuant to which Caterpillar will acquire 100% of RPM share capital by way of a scheme of arrangement for $5 per share in cash. The transaction is subject to several regulatory approvals, including those from the Australian Competition and Consumer Commission, the ACCC, and the Foreign Investment Review Board, FIRB, as well as other customary closing conditions such as an RPM shareholder approval and federal court approvals. We're working, as you'd expect, with Caterpillar on these approvals and tailing release of the scheme booklet to shareholders late in November so that we can hold a shareholder meeting to approve the scheme before Christmas. At this time, the scheme timetable has completions scheduled for mid-February 2026. I'll be happy to answer questions -- whatever questions you have from the shareholders during today's meeting regarding the scheme. In relation to last year's results, another great year for the seventh year -- consecutive year the company has set new sales records for software licenses sold. I guess, really pleasingly, since starting the transition to subscription licensing, the company had said, we had 2 aspirational goals. The first was to sell $100 million worth of software in one financial year and the second was to have $200 million in contracted non-cancelable software backlog. Both goals were achieved in financial year 2025, 1 year earlier than planned. The company expects to see another new benchmark for software sales in the upcoming year, and I believe that XECUTE, AMT and ZerusCloud will have big years in 2026 due to the boosted market acceptance over the last 15 months. The financial leverage provided by the $200 million in precontracted noncancelable software revenue, combined with the $1.6 million reduction in annual operating costs in the 2025 financial year following the divestment of the advisory business will ensure a significant improvement in the operating margins of the business going forward. Financial year 2025 was certainly an eventful year for the business as it transitioned to a pure-play software company with a strong reputation for quality, innovation and delivery. It was these qualities that attracted Caterpillar to the business. They, like us, have a strong focus on the customer, and there is no doubt in my mind whatsoever that the combination of 2 software offerings will change the way miners use technology in their businesses going forward. I will now return control of the meeting to Steve to continue the formal business items.

Thank you, Richard. I will now proceed with the formal part of proceedings. The meeting has been called under the Notice of Meeting issued on 15th September 2025. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for the 2 voting resolutions. At that time, if you are eligible to vote at this meeting, a new voting icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote simply select one of the options. A tick will appear to confirm receipt of your vote. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting open on the first 2 resolutions. The voting icon will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting towards the conclusion of today's meeting. The first item of business is to receive and consider the financial statements and the reports of the directors and auditor for the year ended 30 June 2025. Please note that there is no voting applicable on this item of the business. Instead, this item gives you, shareholders, the opportunity to ask questions via the platform about the company and its operations. Any questions in relation to executive remuneration policies will be considered when we come to the next item of business covering the adoption of the remuneration report. Questions may also be asked about auditors, BDO, in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the company and the independence of the auditor in carrying out the audits. As such, I would be pleased to take any comments or questions via the platform you may have in relation to the audit, the financial report, the directors' report or on the operations of the company. James, do we want to address a question?

No questions on this particular item of business on the portal, Stephen. There are any questions on the audio line?

No Steve, there is no audio questions for shareholders on this item of business.

Thank you. As there are no further questions, we'll move on to the second item of business. The second item of business is the nonbinding advisory vote on the adoption of the remuneration report. The proxies that have been received for this resolution prior to today's meeting are being shown on the presentation now. The directors have prepared a remuneration report to 30 June 2025, which is included in the annual report that has been made available to shareholders. The Corporations Act requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on the matters in the report in line with the legislation. This vote will be advisory only and will not bind the directors of the company. However, the Board will take the outcome of the vote into consideration when considering the remuneration policies applicable to the company. The FY '25 Remuneration Report is contained in the company's annual report, which is available on the company's website. And it explains the Board's policies in relation to the nature and level of the remuneration paid to directors and other key management personnel within the group, discusses the link between the Board's policies and RPM's performance, sets out the remuneration details for each director and for each other member of RPM's key management personnel and makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives including executive directors. By way of reminder, the remuneration report for the 2024 financial year was passed by poll at the company's Annual General Meeting last year, with 92.84% of votes cast in favor of the resolution. Further, the company did not receive any specific feedback at the 2024 Annual General Meeting. I would be pleased to take any comments or questions by the platform you may have in relation to executive remuneration policies or the remuneration report. And as such, I will pause now to see if there are any questions relating to this matter on the portal.

Steve, we have 2 questions in relation to this item of business. The first one, on behalf of the Australian Shareholders Association, the ASA prefers that short-term incentive is paid with 50% deferred and not all cash. The ASA also encourages the board to implement a second performance measure to the long-term incentive. Given the performance hurdles in the current framework appear in line with shareholders, the ASA will support the remuneration report.

We might ask Paul Scurrah, Chair of our Remuneration Committee to comment on that, please?

Yes. Thanks, Steve. Thanks to our shareholders for your overall support. At RPM, we utilize a combination of short- and long-term incentives to ensure that remuneration rewards the performance of the company and reward its shareholders over the longer term. And while we don't defer payment under the short-term plan, all plans do contain appropriate provisions to enable the Board to either defer, to reduce clawback or set off any amounts and circumstances, which include but certainly not limited to, where an employee has engaged in misconduct or any other behavior that is inconsistent with that employee's employment contracts and/or any company policy or for any other reasonable factor as is determined by the Board, and we use our discretion if necessary.

Thank you, Paul. James, do we have another question?

Yes. Second question on this item of business. Thank you for disclosing the proxies early along with the formal addresses. Given the fantastic outcome with Caterpillar, who on earth caused a 13.7% protest vote on the remuneration report and a strange 8% vote against director, Mr. Ross Walker., Did one of the box ticking proxy advisers recommend against and do you understand the rationale? This shareholder notes that they will be voting their shares in favor. Done a great job for all shareholders. And in his opinion, it's bizarre that any shareholder would vote against any resolution.

Thank you for the question. The short answer is we're unaware as to what caused that 13.7% protest vote. There has been quite a dramatic shift in the share register over the past couple of weeks since we announced the initial Caterpillar offer back in 1st September. We do note that we had nearly 93% vote in favor of the remuneration report last year. And yes, it will be around about probably 86% based on the current voting. But we're unable to comment against that. Richard, you might want to add something?

Yes. It sort of amazes me as well. Some -- every year, we have some shareholders who vote against absolutely everything. Every year same guys against everything. And I'm not sure what goes through the minds, but that's what they do.

Yes. We did receive a positive vote from Axia on this remuneration report. So we did engage with them across that. But we can't comment though on who is behind that 13%.

That in as per the last question, the Australian Shareholders Association voted for as well in terms of recommendation. That's the last question on the portal on this item of the business. I might just ask the moderator if there is any calls on the audio line?

No, there is no audio question from shareholders on this item of business.

Thank you, James, and all those who spoke to the resolution, which is being put to shareholders by way of a poll as an ordinary resolution. Your directors unanimously recommend that you vote in favor of this resolution. I advise that all available proxies for the Chairman will be voted in favor of this resolution, and I remind key management personnel and their associated parties that voting exclusions apply to this resolution under the Corporations Act, and excluded parties should not vote. I will now move on to the next item of business being the reelection of Mr. Ross Walker. The next item of business relates to the reappointment of Mr. Ross Walker to the RPM Board. Rule 19.4(b) of the company's constitution provides that no director who is not a Managing Director may hold office without reelection beyond the third Annual General Meeting at which that director was last elected or reelected. ASX Listing Rule 14.4 also restricts a director other than a company's Managing Director from holding office without reelection past the third Annual General Meeting following the director's last election or reelection as the case may be for 3 years, whichever is longer. Ross, who was last reelected by shareholders on 27 October 2022, hereby retires from office under the Rule 19.4(b) of the company's constitution and ASX Listing Rule 14.4 and being eligible stands for reelection. Originally appointed to the company's board in March 2007 and most recently elected by shareholders of the company's 2022 Annual General Meeting, Ross is also a Non-Executive Director of Wagners Holding Company, ASX Code WGN and was previously a partner of Pitcher Partners, Chartered Accountants in Brisbane, having joined them in 1995. Ross has held previous roles at Arthur Andersen, having worked locally and in various offices throughout the United States of America. In addition, Ross has experience in corporate finance, auditing, valuations and capital raisings. Ross holds a Bachelor of Commerce from the University of Queensland and is a member of the Institute of Chartered Accountants. Your directors recommend you vote in favor of this resolution and all available proxies will be voted in favor of this resolution. Ross and the Board would be happy to take any comments or questions you may have in relation to his appointment by the platform. James, are there any questions?

Steve, we have one from the Shareholders' Association. They've invited Ross, if he could please speak to his reelection. And in particular, his views on shareholders' reelection of him. And with Ross, he had to provide a few examples of what he's achieved over the past 3 years at RPM, that's further the interest of shareholders.

Well, thank you, shareholders, for your question. It's been a privilege to serve as a Non-Executive Director of RPM over the past 3 years as well as since its listing in 2008. It has undoubtedly been a transformational year for RPM marked by the divestment of the company's advisory business to SLR and the current scheme with Caterpillar. As Chair of the Audit and Risk Committee, I have led initiatives that strengthened our financial reporting integrity, enhanced risk oversight and improved internal controls, including enhancements to our enterprise risk management framework with a focus on cybersecurity and regulatory compliance. I respectfully seek your support for reelection to continue contributing to the company's growth, governance and resilience as we move through this next critical phase in the company's future. Thank you for your continued trust in me.

Are there any additional questions, James?

Not on the portal, Steve. I'll just pause for the audio line?

No, there is no audio questions from shareholders on this item of business.

As there are no further questions, I now move that Ross be reelected as a Non-Executive Director of RPMGlobal Holdings Limited. Congratulations, Ross. That concludes our discussion on the formal items of business. In a couple of minutes, I will close the voting system for the first 3 resolutions to allow the company's share registry, Computershare to finish tallying the votes and proxies on the first resolution. And I will pause and provide all shales with approximately 30 seconds to finalize their voting. [Voting]

Before I move to close the meeting, I think we have a couple of additional questions, James, that have come through. Could you please read them on the portal, and we'll answer them.

Thank you, Steve. So in order that they were received. The first question relates to the scheme with Caterpillar. And it's just a question from the Shareholders' Association about the commitment to equal treatment of all shareholders, large and small. As this is a matter relating to the legal process, I might take the answer for that one as well, Steve. So the scheme of arrangements under the Corporations Act is designed to ensure equal treatment of all shareholders, large and small, and that's done through a combination of legal safeguards, regulatory oversight and procedural fairness. In particular, the Federal Court must be satisfied that the scheme is fair and reasonable to all shareholders. This includes reviewing whether the process was transparent and whether shareholders were adequately informed. A scheme booklet is being prepared as we speak, which will detail the terms of the proposal, an independent valuation, the rationale for the acquisition and the implications for shareholders. This booklet will also be reviewed by the Australian Securities & Investment Commission, ASIC, before it's being sent to shareholders, as Richard said, in November. An independent expert report is being prepared to confirm the valuation is fair and reasonable for all shareholders. And finally, of course, the shareholder vote will occur, which has a 2-tier approval requirement both the majority in number that is more than 50% of shareholders present voting and approving and a majority in value being 75% of the total value of shares voted to being in favor. This dual threshold ensures that both large institutional investors and small retail investors all have a say in the outcome scheme.

Thanks, James. And I can see 2 additional questions that are being raised, one by the ASA.

Yes. The next ASA question is based on a survey of its members, they have indicated a preference for a hybrid meeting format over a fully virtual meeting as this enables full shareholder participation and face-to-face accountability at the Annual General Meeting. The question is, is the Board unwilling to hold a meeting that includes an in-person component to allow shareholders to address the Board directly?

Yes. For many, many years, the company held an in-person AGM and attendance was dwindling. The decision to have a virtual meeting is not driven by desire to avoid accountability. It rather reflects RPM's commitment to ensuring greater accessibility, efficiency and innovation and values that underpin our operations as a technology-driven company. The virtual AGM allows all shareholders regardless of location to participate equally, whether you're based in Australia or elsewhere, a major city or remote region, shareholders can attend, vote and ask questions from the comfort of their home or office as we've seen here today. The Computershare AGM virtual platform enables live voting, moderated Q&A sessions and access to meeting materials delivering a transparent and interactive experience. We remain committed to ensuring that all shareholders have a meaningful opportunity to engage with the company's leadership and governance. To that end, for the Caterpillar scheme meeting to be held in December, the company will also hold a hybrid meeting. There is one additional one, James?

Yes. There's a few more questions. Next one, congratulations to CEO, Richard Mathews and Chair, Stephen Baldwin and everyone else involved in delivering such a great Australian success story. How did you remain so long low growth -- how did you remain so low profile for so long? And was founder, Ian Runge involved in any of the negotiations to sell the company, even though you retired from the Board in 2018. Does the Board know is he happy with the outcome of or a little bit regretful about this great Australian success story being snapped up by U.S. multinational?

I might pass over to Richard to answer that one.

Yes. So Ian -- well, thank you very much. Yes, Ian left the Board in 2018 and hasn't been involved in the business since that time. So he wasn't involved in the process. And I think he was pretty happy when I caught up with him the other day. So he's obviously very proud of the business that he's built, and he's pretty excited that it's been passed over to the largest OEM in the world. So when he wasn't involved, he was -- he's very proud of what's been built. In terms of the low profile, we just focus on our customers. We focus on doing a good job. We don't spend a lot of time on marketing and those types of things. So we have had a relatively low profile, and we're quite comfortable with that.

Thank you. James?

Another question, Steve. This one is actually to the company's auditor. The last audited accounts report states that the company has net assets of $70 million. And yet Caterpillar is paying more than $1 billion for the business. For the BDO audit signing partner, Mr. Cameron Henry, comments on the accounts being removed from the reality of that offer and whether there is any way some of the assets of the company could have been written up over the years?

Thank you for the question, James. The short answer is that the financial statements are prepared in accordance with the accounting standards. And under the accounting standards, the company is not entitled to write up a whole bunch of assets. It's limited to things like property, plant and equipment. I'll probably just add that this is a very normal situation to be in, and the difference between the consideration and the net asset value, that will typically end up in as goodwill in the books of the acquirer. So RPM are not entitled to recognize the internally generated goodwill that has been built up over the years in their own books. And so that's the answer to that question, really.

Thank you, Cameron. Last question, James.

Last question on the portal. The last -- latest annual report says we have 9,464 shareholders -- registered shareholders in the company. In order to practice what we have all done have to do with scheme meeting, could you please disclose how many shareholders voted for and against those resolutions today in the poll results launched with the ASX after the meeting. Computershare will have data around the registered number of proxies and voluntarily does this at its own AGM and both with Stockland and ARB. In order to publicize retail shareholder sentiment and highlight the fact that less than 5% of shareholders tend to vote at public meetings, we do need to stimulate more participation and turnout. And the questions proposing that disclosure of the number of registered shareholders would help.

Thanks for the question. As I intimated earlier, there has been a quite large turnover in shareholders over the past 6, 7 weeks. That number of 9464 today is around about 8,500. So we're down about 1,000 shareholders. We are acutely aware of the requirements to have 75% by value and 15% by number of shareholders to get the EGM approval through in December. And we're monitoring that closely. That's the answer to that one.

That was the last question actually on the portal. So we'll just check with the audio line.

No, there are no remaining audio questions from shareholders.

Okay. We might pause this for another 20 seconds just to confirm that nothing else is coming through in questions to make sure we have answered everything, James. We would give it 15, 20 seconds. Everything has been answered and nothing else on the audio. Audio -- no more audio questions?

No, there is no further questions on the phone.

Thank you. Given there are no further questions, I confirm that concludes our discussion on the items of business. the final confirmation of the results of all votes at today's meeting, together with the proxies already received, will be released to the stock exchange later today after being audited by RPM's share registry representatives of Computershare. Before formally closing the meeting, I would like to thank our shareholders for supporting the company and for your continued support of the Board and the management team. Thank you all for your attendance virtually today and interest and we look forward to your continued support in the coming year. There being no further business, I now declare the Annual General Meeting closed. Thank you.

Thank you.