Tyro Payments Limited (TYR) Earnings Call Transcript & Summary

Good afternoon. On behalf of my fellow directors and the entire Tyro team, I'm pleased to welcome you to Tyro's 2023 Annual General Meeting. My name is Fiona Pak-Poy, I'm the Chair of Tyro Payments Limited. Before we begin today, I would like to acknowledge the Traditional Owners and Custodians of the land, sea and waters from where I'm joining you today in Wooloomooloo. For me, that is a Gadigal people of Eora Nation. I'd also like to acknowledge the Traditional Owners and Custodians of the various lands from which you are all joining us virtually today, and I wish to pay my respects to elders past, present and emerging. It has been quite an eventful year for Tyro. So I'm very pleased to see so many of you here today and online. And those are shareholders and stakeholders who have supported us through this very transformative period. We're also webcasting the meeting to shareholders who cannot attend in person. So I'll take some time at the start of this meeting to take you through some of the aspects of the meeting to ensure you have the same opportunity to ask questions and vote as if you're able to do if you were here in person. I also encourage you to download the online AGM material guide -- meeting guide from Tyro's website if you have not already. I'm informed by our company Secretary that in accordance with the company's constitution, a quorum is present, so I now declare the meeting formally open. I'd like to introduce my fellow nonexecutive directors participating in the meeting today. Joining me on stage here is David Thodey, Claire Hatton, Aliza Knox, and Paul Rickard. Joining us from London is Shefali Roy. We cannot see here on the screen, but she's there, and able to answer questions if required. I'd also like to introduce the members of Tyro's executive team who are here on stage with me. We've got Jon Davey, our CEO and Managing Director. We have also got Prav Pala, Tyro's CFO; and Jai Amigh, Company Secretary. We're also joined by Tyro's -- members of Tyro's executive leadership team; and Michael Byrne from Ernst & Young who will be able to answer any questions that shareholders may have of our auditors. FY '23 was Michael's last year as audit partner in Tyro, and so we introduced and welcome Anita Kariappa who is rotated on for FY '24. I'd like to personally and on behalf of the company, thanks Michael, for his considered work for the past 5 years as Tyro's Signing Director. Thanks, Michael. The agenda for today's meeting includes an address from me as Chair, followed by an update from our CEO and Managing Director, John Davey, which will cover a summary of our FY '23 performance, a trading update for FY '24, along with commentary on our strategy. We will then turn to the formal business of the meeting. We have 6 items of business to be put to shareholders today. And importantly, shareholders will have an opportunity to ask questions during this part of the meeting. The annual report for 2023 was made available to shareholders on the 29th of August this year, and the notice of meeting was provided to shareholders on the 13th of October. I'd like to take those documents as read. Before I start, I would like to ask our company Secretary Jai, to run through a few procedural matters for today's meeting.

Thanks, Fiona. Hi, everyone, and welcome to the AGM. So how can shareholders vote today? Voting on all resolutions will be by poll using voting cards. If you're a shareholder attending in person today, please use the voting card that you were given when you registered when you arrived. At the end of the day, once you've completed voting, please hand those cards back to the registration team who come along after the meeting to help you with that. For online shareholders, you'll need to register online to access your voting card. To do that, please go to the bottom of the Tyro AGM web page that you're on now. Under the webcast and presentation, there are 3 buttons. To register to vote, click on the get a voting card button. Next, you'll need to provide validation of your identity by entering your details in the top section of the voting card. This will require your shareholder number and your post code. If you're an appointed proxy, please enter the proxy number that has been given to you by Link Market Services in the proxy details section. Once you've entered your appropriate details, click the submit details and vote button. Once you've registered, your voting card will appear on your screen, and we'll detail the resolutions to be considered today as set out in the notice of meeting. Shareholders and proxies can either vote by way of a full vote or a partial vote. So how can shareholders ask questions today. Only shareholders, and that includes proxies and their corporate representatives can ask questions. You will only be able to ask a question if you have registered to vote. For shareholders physically present, when the chair asks for questions, please raise your hand, and one of the meeting attendants will come over with a microphone so that you can ask your question clearly. For shareholders joining us online, if you'd like to ask a question, click on the Ask a Question button on the Tyro AGM web page and follow the instructions from there. For those shareholders joining online, who would like to orally ask a question, an audio question facility is available. To use this service, please follow the instructions contained in the online meeting guide, which you can find on the Tyro AGM web page or on the Tyro website. We will endeavor to answer all questions today. However, if there are questions on a similar topic, we will provide one response. So if you have any trouble using the virtual AGM meeting platform today, please refer back to the guide, which can be found on the AGM web page or on the Tyro website or contact one of the numbers listed above. If we experience any technical issues that impact the ability for the meeting to continue, the Chair will assess the situation and communicate further with you. If this is not possible, you will be e-mailed further instructions on how to rejoin. I'll hand back now to the Chair.

Thanks, Jai. So we can now turn to the first item of ordinary business, which is the tabling of the group's annual report for the 2023 financial year, incorporating the group's financial report, directors' report and auditor's report. These reports were lodged with the ASX and made available to shareholders on the 29th of August this year. As the Corporations Act does not require a vote on these reports, they will be tabled but will not be the subject of a resolution. I now table the annual report for the year ended 30th of June 2023, together with the related directors' report and auditor's report. It has been an honor for me to succeed David Thodey and to be appointed as Chair in March this year. In doing so, I accepted the challenge of leading the Tyro Board and the entire Tyro team through a very transformative year for our business focus on our goal to be Australia's leading payments and cash flow management partner for small businesses. We celebrated our 20th birthday in February this year, celebrating our roots as one of Australia's first true fintechs. In these past 20 years, we have processed a total over $175 billion in transactions, and we've currently got over 69,000 Australian businesses that have grown through provision of an innovative payments and cash flow management platform. To continue to grow and develop, we have, in the past 20 years, we've made a number of significant changes in FY '23. After our successful listing on the ASX in December 2019, the challenges of COVID and now dealing with the high interest rate that all Australians, including our merchants and their customers face, FY '23 was actually opportune time for Tyro to evolve its way of doing business. This started with the transformation of our management team. In October 2022, we appointed Jon Davey as CEO. Jon has refreshed our leadership team with recruitment of a new Chief Product Officer, a new Chief Growth Officer and a new leader of our Health business. Jon has brought renewed energy and determination to the leadership of the company. Jon and his team focused on core foundational priorities that needed to be put in place. This included the delivery of new innovative products, including Tyro Go, Tyro Pro, and we're very proud of also being the equal first in Australian market to introduce Tap to Pay on iPhone. We introduced new operating model and cost base to drive efficiency while further developing a culture of high performance. Importantly, the team also worked on optimizing our pricing plans to compete in the payments market more profitably. The team has been working really hard over the last 4 months assessing our strategic direction to ensure we remain relevant, competitive and innovative in the increasingly changing payments landscape in which we operate. Our strategic direction was articulated to shareholders at our Strategy Day in October 2023. Following this work, we have now enhanced clarity of our business specifically an understanding of the strength of our own proprietary Switch, the opportunities offered by our ADI license and the key areas of growth that we will need to focus on to achieve our vision, including a commitment to enter into at least 1 or 2 new verticals in the next 12 months. Jon will provide greater detail in his address on this work and our plans going forward. However, it's important I would really like to stress for our shareholders that this work has only confirmed the confidence that the Board and management has in our ability to deliver enhanced shareholder returns from continued growth by serving our merchants profitably. The results achieved in FY '23 were strong by any standards. We generated record transaction value of $42.6 billion from over 68,500 merchants, record gross profit of $193.2 million, record EBITDA of $42.3 million and a statutory net profit after tax of $6 million, together with, which is very important, positive free cash flow of $5.7 million. It is important to note that these strong results were delivered through a period of high uncertainty and disruption caused by the interest from the third parties in a possible change of control transaction. Notwithstanding this disruption, focused execution of key foundational strategies and the resulting product delivery by our team enabled us to deliver on our guidance, which incidentally was upgraded 3 times throughout the year. Tyro also saw significant progress in the last year towards minimizing our environmental footprint and building on our foundations to be a more sustainable business. This work will not only benefit Tyro but also our community and our merchants in the years ahead. A few of the key strides we made in the year were to be accredited by Climate Active as being a Carbon Neutral organization for the first time in Tyro's history. We are investing in our sustainability program to drive strategic programs and that will assist our SME merchants to become more sustainable as well as to offer a service to them to offer their customers to contribute directly to good causes through their Tyro payments terminal. The Tyro team is a diverse and inclusive one where over 50% of our employees were born outside of Australia. At Board level, as it is the first AGM since David Thodey stepped down, I would like to thank him -- take the opportunity to thank him publicly for his significant contribution and leadership of Tyro over the last 4.5 years as Chair and Director. David was a huge advocate for diversity, and I'm pleased to say that as an incoming Chair. I mean, I'm very happy to lead our Board that is now one of the most diverse in all the ASX-listed companies with 67% female representation of nonexecutive directors. We believe that diversity in experience, thought and gender genuinely helps deliver high performance and creates a great place to work. In addition, diversity around our Board table helps deliver the robust governance it has and continues to serve us well. The diverse backgrounds of Board members means that we've got the necessary depth of experience in a number of areas key to running our business in payments, technology, banking, risk management, customer excellence, governance, M&A and strategy to take a rejuvenated Tyro into its next phase of growth. With reference to our 2023 remuneration report, I acknowledge the concerns raised by some of our investors and proxy advisers. In the leadership to this AGM, I, together with Claire, Chair of our People Committee have spoken directly with many of our investors, large investors specifically and proxy advisers relating to our remuneration framework and FY '23 incentives. While we are confident in our remuneration framework, which is designed to achieve our strategic objectives and in turn, drive outcomes for shareholders, we will continue to actively engage all shareholders and investors to understand your concerns. We'll also ensure that we provide updates on our performance against our strategic objectives, which our remuneration approach seeks to drive. In addition, we will continue to communicate the rationale for our strategy, which the Board and management has high conviction. And we do welcome further questions and comments related to the remuneration report when the resolution is put to the meeting later on. And finally, for me, over the past year, we've created a very strong foundation for future growth and profitability. We have the right team, the right culture and most importantly, we have the passion to deliver on our future strategy continuing the innovation that has been delivered over the past 20 years. Now that the company is cash flow positive, Management and the Board has a renewed focus on capital management and profitability to deliver superior shareholder returns. As Jon will elaborate on later, we have today announced that the company is exploring a share buyback of up to $20 million, implementation of which is subject to regulatory approval. We're also investigating opportunities to invest both this year and on an ongoing basis in the on-market purchase of shares to be held within a cash-settled trust for the settlement of share-based payments. Sounds a bit complicated, but basically, it will remove the dilutionary impact of share-based compensation to existing shareholders, which is good for everybody. As Chair of the Board, I'd like to thank all Board members for your contribution over this past year is certainly being a tough one, and we've all put in a lot of work. I'd like to sincerely thank our dedicated team of committed employees, those that are here and listening from the office. And specifically, I'd also like to thank our shareholders and all our other partners for your support throughout the year. That concludes my address. I'd now like to hand to Jon who will elaborate on the achievements of the company in the last year and our plans for continued success.

Thank you, Fiona, and good afternoon to all our shareholders and guests. It's a pleasure to join you today for our 2023 Annual General Meeting. The 2023 financial year was marked by several important milestones as the Tyro team worked to deliver on our objective being Australia's leading payments and cash flow management partner for small businesses. In the 12 months since our last AGM, we have made strong steps towards this objective, and we have delivered a number of product, operational and cost-related improvements. We've also updated our strategy, introduced several new senior leaders to the business and made good progress in driving a performance-based culture. Tyro is in a significantly stronger position than we were 12 months ago. Today, I plan to discuss performance during the 2023 financial year, provide an update on current trading, summarize 3 strategic priorities. Firstly, the exciting opportunities we have for growth and the initiatives that we will pursue. Secondly, our focus on improving customer lifetime value. And thirdly, our commitment to drive profitability through an ongoing focus on operating leverage and cost reduction. I'll reaffirm guidance as provided to the market in August and lastly, as Fiona mentioned, I'm pleased to announce our plans for share buyback, which is subject to regulatory approval. In February, we celebrated Tyro's 20th birthday. We've come a long way from a start-up to where we are today with a large and loyal customer base made up of more than 69,000 businesses. In a market that has grown at 4% over the past 3 years, Tyro has scaled organically and inorganically to achieve an annual merchant growth rate of 29%. We are Australia's fifth largest merchant acquirer. We serve a large and growing card payments market that turns over $836 billion per year. And yet, we support just 3% of all Australian businesses, and we process less than 5% of total card payments. These statistics demonstrate that Tyro has significant opportunities for further growth. Our core business is payments, and we know our customers. We have won leadership in key verticals that we serve, hospitality, health, retail and more recently, services because we build solutions based on the needs of these businesses. We understand their industry-specific requirements. For hospitality merchants, this is being able to pay at table, add tips and split bills. For health care, it's capabilities that support Medicare, private health and other funding claims and features that support single settlement and simple payments reconciliation. Since my appointment, we've undertaken a detailed review of our strategy. This has included an assessment of the competitive environment, expected regulatory changes, and the impact of new technologies to our business. We have also assessed current processes, capabilities and our cost base to develop a plan for the future. We adopted a greenfield approach, one where we assessed our current capabilities and costs and our future needs and investment requirements. We adopted a mindset that was open to exiting parts of our business and sourcing services that are currently performed in-house from third parties. What this work has made abundantly clear is that no one competitor can match Tyro's unique combination of capabilities, a fast, reliable cost-competitive infrastructure, direct integrations that drive interoperability with our customer systems, products that support the cash flow needs of businesses and our broad, diversified direct and third-party distribution network. As we will shortly discuss, we're also cash flow positive, and we will continue to generate capital and increase operating leverage. This provides us with opportunities to invest in organic growth and where opportunities are both strategic and earnings accretive inorganic growth. Our 2023 financial results were very strong, highlighted by strong gross profit and EBITDA growth as well as our first full year of positive free cash flow. These results were achieved as we made improvements to transaction margin and significant improvements to profitability and operating leverage. Our results highlight the ongoing benefits of scale while our analysis has highlighted further opportunities to increase efficiency. We earned normalized gross profit of $193.2 million. This was 30% higher than last year. Our focus on cost reduction contributed to a record EBITDA of $42.3 million, representing an EBITDA margin of 22% compared to 7% the year before. We achieved $5.7 million worth of free cash flow, our first full year positive result as a publicly listed company. And we generated a statutory net profit after tax of $6 million compared to a loss of $29 million the previous year. We processed $42.6 billion worth of transaction value. This represents growth of more than 24% on the previous year. Our gross profit demonstrates that effective margin management and segments other than payments are beginning to contribute more meaningfully to the bottom line. We processed more than 17,000 new customer applications and the core Tyro customer base grew by 12%. Across our industry verticals, Tyro Health and our emerging Services business with a standout with Health generating 33% more applications and Services 42% more applications than the previous year. While these are great results, we acknowledge that the year has been a challenging one for our team, our customers and our shareholders. Headcount reductions, changes in our operating model and the potential acquisition created uncertainty for our team members. For our customers, changing macroeconomic conditions in the second half of the year have led to an increase in input costs, resulting in higher business closures. For you, our shareholders, our share price performance has been very disappointing. We share that disappointment. Although consistent with the performance of global payment peers, we recognize that we must deliver on all of our commitments and manage the business judiciously to instill investors the same level of confidence in future growth and profitability that Management and our Board share. Transaction value for the period of the 1st of July to the 12th of November was $15.9 billion, up 3% on the corresponding period. Core Tyro, that is excluding Bendigo powered by Tyro customers, performed better at 5%. Growth in our Health vertical was strongest at 25%. The more discretionary nature of hospitality is highlighted with the growth of 3%, retail spend declined by more than 2%. Bendigo powered by Tyro transaction value declined by almost 11%. This was greater than expected, but consistent with the customer churn previously reported. While Bendigo performance has been disappointing and is behind expectations, it continues to contribute positively to the EBITDA of the group. As expected, transaction value growth has slowed compared to the corresponding period, which was characterized by a strongly growing economy. The Reserve Bank was just starting its series of 13 interest rate rises. The impact of these is highlighted by a decrease in discretionary spend, offset by an increase in prices resulting from inflation. The core Tyro customer base has grown by 5% compared to the corresponding period. We have processed more than 6,600 applications to the end of October, 15% higher than the same period last year. We have seen merchant churn increase to 14.7% from 11.8%. 2.4% of this can be attributed to Bendigo, 2.2% to the impacts from Lightspeed and 5.3% from business closures that we attribute to tougher economic conditions. Transaction value churn has increased to 12.5% year-to-date. This includes a previous top 10 retail merchant that was foreshadowed. Excluding this merchant, our transaction value churn was 10.5%. Management's focus on margin and cost management has delivered strong gross profit and EBITDA results. Gross profit for the period to the end of October was up 13% to $69 million. EBITDA was up 52% to $15.8 million. Our EBITDA margin increased from 17% to 23%. Included in our EBITDA margin are several one-off costs, including work related to our strategy review and our decision to take legal action against Kounta. While the broader macroeconomic environment is creating headwinds, the team are firmly focused on disciplined management of factors that we can control. Our go-to-market approach, lead conversion, efficient and effective product development, pricing and margin management and disciplined cost management. We provide the leading platform of tools and solutions that help Australian small businesses get paid and manage their cash flow. Our strategy is to drive the sustainable customer and transaction value growth and to improve profitability through greater loyalty and customer lifetime value. To drive growth, we are prioritizing improvements to our go-to-market approach and through entry into new verticals. For go-to-market, we're investing in resources, training and automation to improve sales and sales lead conversion, and we continue to expand our retail and third-party distribution channels. Last week, we launched new retail partnerships with The Good Guys and JB Hi-Fi. Tyro products are now available in 60 of the Good Guys stores and with JB Hi-Fi through an initial pilot of 7 specialists selling business solutions to SMEs. Tyro products are also available on the JB Hi-Fi business website. We're also excited by the additional sales momentum expected from a brand refresh, which we have planned for February. We have completed an assessment of all 19 industry verticals based on card payment spend, expected growth and opportunities for Tyro to innovate and win. We have several attractive targets that we will address via an expanded go-to-market effort and via new product and feature development to maintain vertical specialization. We are targeting entry into the most attractive 1 to 2 new verticals in the next 12 months. To increase customer lifetime value, we will continue to improve transaction margin through a structured and carefully managed pricing transformation program and through higher-margin products such as our recently released No Cost EFTPOS. Our cash management products drive at least 2.5x higher customer lifetime value through increased earnings and improved retention compared to our payments only customers. Importantly, our strategy does not rely on replacing our incumbent banking services. Instead, we focus on an integrated acquiring and banking solution to SME's biggest pain-point cash flow management. Customers that settle funds to a Tyro bank account get their money faster and uniquely for a business transaction account, they earn interest on their balance. For Tyro, these customers have a lifetime value more than 20% higher than a payment only customer. Likewise, our repay as you trade, Tyro business loan automatically deducts loan repayments from payments cash flows, lowering our credit exposure and delivering lifetime value that is at least 2.5x higher than a payment-only customer. We must do a better job of taking this compelling offer to more of our customers through better communication of the customer value proposition, more seamless integration into our owned channels, and by the go-to-market efforts described previously. Finally, we will continue to focus on improving profitability through efficiency enabled cost reduction and greater operating leverage. Our cost base remains too high for an organization of our size, and we intend to realize further efficiencies. We have implemented further headcount reductions this week contributing to a circa 10% reduction from our end of FY '23 totals during the first 5 months of this year. Reductions will not, however, impact growth as roles have been reduced following the automation of manual processes and by rightsizing our customer support and operational technology teams. We will target ongoing productivity improvements and we will implement initiatives that increase customer self-service. We will adopt a disciplined approach and reinvest savings on growth opportunities that we are confident will deliver stronger returns. Today, I'm pleased to reaffirm guidance across all metrics. We do remain cautious to the broader macroeconomic environment and the impact of interest rate increases to transaction value particularly in the more discretionary hospitality and retail verticals and in the regionally located Bendigo customer base. As noted, over the remainder of FY '24 and into FY '23, we will maintain our focus on those factors that we can directly control, a go-to-market approach, lead conversion, efficient and effective product development, pricing and margin management, and disciplined cost management. As noted and given the growth opportunities we see in our business and our drive to continue to expand EBITDA margin -- we believe that our shares are materially undervalued in comparison to domestic and international peers. We're also targeting that we will continue to generate self-sustaining levels of capital as we drive profitability. Specifically, we will target to be sufficiently capitalized to drive growth in payments and provide cash flow management solutions to our customers, while maintaining required levels of capital and liquidity to operationally run a business of increasing scale and more than cater for regulatory requirements. In the context of our assessment that Tyro shares are materially undervalued. We're currently exploring a share buyback of up to $20 million, implementation of which is subject to regulatory approval. We're also investing opportunities to invest both this year and on an ongoing basis, in the on-market purchase of shares to be held within a cash-settled trust for share-based compensation. This will remove the dilutionary impact of share-based compensation to existing shareholders. The 2023 financial year was an important one for Tyro. We delivered an excellent financial results, and we have laid the foundations for an exciting future. Our ambition is to be the leading payments and cash flow management partner for Australian small businesses, and this ambition has energized the team. With this focus, we make the following commitments for FY '24 and ahead: Firstly, we will invest in ongoing growth. We'll drive customer growth through investment in our sales capability, go-to-market improvements, the expansion of our retail and third-party distribution channels and by entering 1 or 2 new verticals in the next 12 months. Secondly, we'll improve customer lifetime value through pricing simplification, margin optimization and No Cost EFTPOS solution and by driving cross-sell of cash flow management products. Thirdly, we commit to ongoing cost management for profitability, but also to create investment capacity for growth. To help deliver FY '24 earnings guidance, by the end of November, we will have reduced our total headcount by circa 10% from our end of FY '23 total. Finally, we confirm an intention to implement an on-market share buyback program of up to $20 million over a 12-month period and an intention to cash settled share-based compensation through the on-market acquisition of shares from the second half of FY '24 implementation of which, as I've mentioned, is subject to regulatory approval. I hope that today, I've been able to provide better clarity for you, our shareholders, on the prospects of this business as we continue to grow, improve operating leverage and profitability and generate shareholder wealth. Finally, I would like to thank our customers and our network of partners who trust us with their business daily. To the Tyro team, thank you for embracing the changes I have led and for your hard work to deliver a fantastic set of 2023 financial and operating results. Back to you, Fiona.

Thanks, Jon. So the items of business which are contained in the detail of the notice of meeting provided to shareholders a 7 ordinary resolutions requiring more than 50% majority vote to pass by shareholders entitled to vote and voting. As we move through the voting for these resolutions, if you have any resolution-specific questions, we'll endeavor to answer them as we address each resolution. After consideration of the above 5 resolutions, we'll move to general questions that shareholders may have of any Board member or for John, Prav or Jai. As mentioned previously, while no resolution is required in relation to the financial report, the directors report and the auditor report, I now invite shareholders and their proxies to comment or ask any questions in relation to these reports or the group's business. Questions may also be asked of our auditors in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the group and the independence of the auditor in carrying out the audit. Are there any comments or questions in relation to these matters. I will wait about 10 seconds to see if any have come up or if we have any online. Do we have any online questions? Sorry, I'm not sure we had a look -- no, okay. No questions online. All right. Thank you. All right. Any telephone questions separate from online?

No questions on the telephone.

No. All right. Thank you. Okay. So moving on to the first resolution relating to the adoption of the remuneration report for FY '23 that could be now seen on the screen. As indicated, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. The group's remuneration report for the financial year ended the 30th of June 2023, which forms part of the Tyro Annual Report is available on Tyro's website. The remuneration report outlines the group's remuneration strategy and practices, together with details of the specific remuneration arrangements that apply to key management personnel in accordance with the requirements of the Corporations Act. As required by the Corporations Act, the Board presents a remuneration report to shareholders for consideration and adoption by a nonbinding vote. The vote on the adoption of the remuneration report is advisory only and does not bind the directors or the company. While the vote is advisory, the Board will take the outcome of this vote and the discussion of the AGM into consideration when determining the group's approach to remuneration going forward. Are there any comments or questions in relation to the remuneration report? I'll pause for 10 seconds. Will wait and see if there's any from the floor. Do we have any online or over the telephone.

No online, Fiona.

No online? Any on the telephone?

No questions on the telephone.

No. Okay. I will now propose Resolution 1 as set out in the notice of meeting to be put to a vote. I invite shareholders to cast a vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. [Voting]

Moving on to Item 3 relating to the retirement by rotation and reelection of a director, Ms. Aliza Knox that can be seen on your screens now. As Chair, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. Clause 47A of the company's constitution provides that directors must retire from office no later than the longer of the third Annual General Meeting of the company or 3 years following that director's last election or appointment. Additionally, ASX Listing Rule 14.4 provides that the director must not hold an office without reelection past the third Annual General Meeting following the company's admission to the official list of the ASX, or 3 years following the company's administration -- sorry, admission to the official listed ASX whichever is longer. I would now ask Aliza to say a few words about herself and the skills and experience that she brings to the Tyro board.

Thank you, Fiona, and thank you, everyone. I'm Aliza Knox. I joined the Tyro Board in April 2021, having spent the early part of my career in strategy consulting and financial services, including a reasonably long stint at fees of the payments company. After that, I spent 15 years building and leading Asia for hypergrowth firms. So for part of Google, all of Twitter, all of Cloudflare. Across all of these firms, I was responsible for go-to-market and for scaling the business. I believe Tyro is well positioned for further strong growth in the long term, based on its fast, reliable and interoperable payment systems and especially its strong relationships with almost 70,000 merchants. I would like to continue deploying my experience and expertise to help grow and transform the business, as Jon described, as we build for the future. With that, I'll pass back to Fiona. Thank you again.

Thanks, Aliza. Are there any comments or questions in relation to the reelection of the Aliza Knox as a Non-Executive Director of Tyro. I'll wait for 10 seconds, see if there are any questions from the floor or online. No questions. Aliza, you're off the hook. Okay. Jai, no question...

No questions online.

All right. Moderator?

No questions on the telephone.

Good. I'll now propose Item 3 as set out in the notice of meeting to be put to the vote. I invite shareholders to cast a vote for this resolution, and we'll pause for a further 10 seconds while voting takes place. [Voting]

Thank you. That brings the close to the Item 3 of our business today. Item 4. Moving on to item 4 of our business relating to the participation by directors in the remuneration salary Sacrifice Rights that can be seen on your screens now. As indicated, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. Shareholders are being asked to approve Item 4 to allow remuneration salary Sacrifice Rights and any shares issued on the conversion of those salary Sacrifice Rights under the Tyro Payments Limited remuneration Sacrifice Rights Plan to be issued to directors of Tyro. Shareholders resolved at the 2020, 2021 and 2022 AGMs to allow Sacrifice Rights and any shares issued on the conversion of those Sacrifice Rights Plan of all other Tyro directors -- sorry, for all other Tyro directors for a period of 3 years from the respective date of the AGM. The Sacrifice Rights Plan enables nonexecutive directors who are often limited in their ability to purchase shares in the company due to the operation of Australian insider trading laws and the group's focus on good corporate governance to invest in the company. Nonexecutive directors may voluntarily elect to sacrifice up to 100% of their fees in Sacrifice Rights. Elections are made on an annual basis. Sacrifice Rights are allocated shortly after the publication of the annual report subject to shareholder approval. Based on the fee sacrifice of the year, invest and convert into ordinary shares shortly after the end of the financial year, subject to compliance with the group's securities trading policy. Are there any comments or questions in relation to the participation of directors in the remuneration sacrifice rights plan. And I'll pause for approximately 10 seconds. We'll wait to see if there are any questions. None from the floor. Jai, any online.

None online.

Moderator, any on the telephone?

No questions on the telephone.

Okay. Thank you. I'll now propose Item 4 is set out in the notice of the meeting to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. [Voting]

Thank you. So moving on to the fifth item of business. Shareholders are being asked to approve this item to allow equity rights and any shares that may be issued following the vesting and converting -- the conversion of those equity rights under the incentive plan to be issued to Mr. Jon Davey, Tyro's CEO and Managing Director. Are there any comments or questions in relation -- sorry, in relation to the grant of equity rights to Jon Davey? I'll pause for 10 seconds while I wait to see if any questions have come through either online, in person or at the phone.

No questions online.

All right. Thanks, Jai. Okay. So moderator, no questions on the telephone?

No questions on the telephone.

I'll now propose Item 5 to set out in the notice of meeting to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for further 10 seconds to allow you to vote. [Voting]

Moving on to the 6th Item of the business. Shareholders are being asked to approve the resolution for Item 6 to allow performance rights and any shares that may be issued following the vesting and conversion of those performance rights under the incentive plan to be issued to Mr. Jon Davey. Are there are any comments or questions in relation to the grant of Equity Rights to Mr. Jon Davey. I'll pause for 10 seconds. No questions from the floor. Jai, any questions online?

No.

Moderator on the phone?

No questions on the phone.

Thank you. I'll now propose Item 6 to set out the notice of meeting to be put to a vote. I invite shareholders to cast a vote for this resolution, and I'll pause for further 10 seconds to allow vote to take place. [Voting]

Great. So that now concludes the formal part of the meeting. I'd now like to move to the general Q&A part of the meeting. Could any shareholders who would like to ask questions on the floor, raise your hand, and we'll ask a meeting attendant to pass the microphone over to enable you to ask the question so everybody can hear. And anyone who would like to ask a question online, please ask your questions to the meeting site or use the telephone number provided. Any questions from the floor? Jai, do you have any questions online?

Yes, there are 3 questions online. The first question is, please explain the status of where the takeover offers will be accepted.

So I take that as being if there was a takeover offer...

I assume so.

There are no takeover offers in play now. Our position would always be the same as always, which we would consider anything on its merits and obviously act with appropriate governance. And as we did last year, the Board would consider whether any terms were appropriate and we would seek advice from our financial advisers, legal advisers, et cetera. I'm not sure if that answers the question, Jai. Jon, do you have any other comments? No, but there's absolutely -- we always pay good attention to corporate governance and appropriate corporate disclosure.

Second -- well, the second question, I'm not sure is really for Tyro, but I'll call it out. What does -- I assume this is Judo Bank do about the payment system. I don't think that, that's a question for Tyro. So that's up to you, Chair to decide whether that's relevant for us.

I don't think that's relevant.

The third question -- third and final question, actually, it's a fourth question now. I think the question says, are the proxy just a result of dislike about your share price? This relates to the remuneration report. So I assume it's asking a question about whether the number of votes relate to the share price more than the rem report.

So Jai, what I can say is we don't know. Shareholders have the right to vote against the remuneration report and they can place their vote whether they are in disagreement of the remuneration report per se or on any other issue. What I can say is that post the results, Jon and Prav had numerous meetings with all our top shareholders, to talk about the financial results, and Claire and I had meetings with a similar group of shareholders to talk about the remuneration report, including many of the things that we talked about today, the sustainability, the diversity, inclusivity, remuneration, obviously, both the specific metrics, the structure, et cetera. And we have addressed any concerns they had and did acknowledge that there will be -- we'll continue to make changes as the company evolves and there'll be no difference to that in the coming year.

Thank you, Fiona. And the final question is what is the share target -- share target price for the end of FY '24.

Well, I think there are many analysts out there who can probably give their own guidance and that's published. But -- that's not something for us to say. I should just, sorry, clarify one thing, Jai. The end of my last question, I said nothing will change. What I did mean to say is nothing will change in terms of our response to dealing with the shareholders and proxies, and we'll continue to take their advice and consider it as we move forward. I didn't mean to say that nothing is changing. Sorry about that.

That's the end of the online questions that I've received.

Thanks, Jai. Last chance, anyone with further questions? No. So I do remind shareholders that other questions can be put in through the dial in, but I think that we've really got to the end of that time now, Jai. So thank you for all attending. I'd like to now close the Annual General Meeting for 2023. Thank you.