Web Travel Group Limited (WEB) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It's now just after 9:00 Melbourne time, and I'd like to extend a very warm welcome to you to the Webjet Annual General Meeting for 2023. My name is Roger Sharp, Chair of Webjet Limited, and I will chair today's meeting. I'd like to begin by acknowledging the traditional owners and custodians of the land on which we meet, the peoples of the Kulin Nation. I also pay my respects to their elders, past and present. Our Company Secretary, Tony Ristevski, confirms that a quorum is present and there are no other items, this is notified. So we will work to the agenda published with the Notice of Meeting. I now formally declare the meeting open. Today, we have convened the meeting as a hybrid meeting, and I thank you all for taking the time to join us either online via the Computershare platform or here in person in Webjet's office. It's great to see shareholders here after a period of not seeing anyone. For those attending in person, please could you turn off your mobile phones, put away your photographic equipment and any recording devices. I'd now like to introduce my fellow directors. Joining us today are Deputy Chair, Don Clarke, to my left; Managing Director, John Guscic; our Lead Independent Director, wearing a tie, Brad Holman; our Audit Committee Chair and Non-Executive Director, Denise McComish; our Nonexecutive Director, Shelley Roberts is actually in the U.K. I presume Shelley is with us somewhere in the ether.

I am.

Shelley welcome, good. And Non-Executive Director, Katrina Barry, who joined us quite recently. I'd also like to take this opportunity to welcome some senior members of the management team who are present today. Now as always, there are too many people to call out individually. And by simply trying to acknowledge our management team, someone will get left outside. So I'm just going to acknowledge and welcome our Chief Financial Officer and Company Secretary, Tony Ristevski, our Global Chief Operating Officer, Shelley Beasley, and our Webjet CEO, David Galt, who I think Lazarus-like has recovered and turned up. David, welcome. Finally, I'd also like to acknowledge the presence of our audit partner from Deloitte, Chris Biermann, the company's new audit partner, who led the company's FY '23 audit. So there are 2 major components to today's meeting. Firstly, an update on the business; and secondly, a formal business of the meeting, 7 resolutions. I'll start by making some introductory remarks about the business about FY '23 and subsequent events in my Chair's address, and then I'll hand over to John, who will update you on your company's performance and outlook. We'll then move to the formal business as set out in the Notice of Meeting. I'll start by tabling the '23 financial year annual report and accounts, and then I'll put the 7 resolutions to the meeting. Just a few pointers on questions and voting. All shareholders and proxy holders will be given an opportunity to ask questions or make comments today. For those attending online, you may submit questions or comments at any time from now on until we close the meeting using the Computershare online platform. To ask a question verbally, please follow the instructions below the broadcast window on the virtual meeting platform and the moderator will facilitate your participation in the meeting at the appropriate time. To ask a question in writing, please press the Q&A icon on your screen, select the topic your question relates to, type your question in the text box and hit the send button, all sounds very logical. Written questions can be submitted online at any time during the meeting and will be addressed at the appropriate time. I would encourage shareholders who are attending online to submit questions or comments as early as possible so we can sift through and then group them together and try and provide consistent answers at the right time during the meeting. Due to time constraints, there is a possibility we can run out of time. If that happens, we'll answer your questions via e-mail after the meeting. For those shareholders and their representatives attending in person today, please raise your blue attendee card when called upon to do so. And you may speak once you've been acknowledged by the Chair of the meeting. I'll take questions and comments first from those here in person, followed by questions and comments from online attendees. Online attendee questions, as I mentioned, will be moderated. We do reserve the right to limit the number of questions from any shareholder or proxy holder if any individual starts asking so many questions that other shareholders can't get theirs in. Now all resolutions before you today are ordinary resolutions and will be passed by a simple majority. The voting restrictions for all resolutions are included in the voting restrictions section of the explanatory notes in the Notice of Meeting. Voting will be held by way of a poll on all items of business, and I hereby appoint Nigel Bulling from our share registry, Computershare Investor Services as the returning officer. To provide you with enough time to vote, I'll shortly open the poll for voting for all resolutions. Voting will remain open until I declare the poll closed at the end of the meeting. For shareholders and proxy holders who are attending in person have been issued a blue attendee card with the voting details and instructions on the reverse side. If there's anyone here who believes they're entitled to vote but doesn't have a blue voting card, could you please make your way to the registration desk outside and speak to the friendly Computershare staff. By completing the voting paper, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, you need to mark a box beside the motion to indicate how you wish to cast your votes. Shareholders and attendees of shareholders need to mark a box beside the motion to indicate how you wish to cast your votes. Once you've completed the voting paper, please put your name at the bottom and sign it, a Computershare representative will collect your completed voting paper at the appropriate time during the meeting. For shareholders and proxy holders who are attending online the vote icon will appear at the top of the screen on the Computershare platform, selecting this icon will bring up the listed resolutions and present you with voting options to cast your votes and you select an option. There's no need to hit submit or enter, as it's automatically recorded. A tick will then appear to confirm receipt of your vote. You can change your vote by making a different selection right up until the time voting closes. Should we have any technical difficulties. I have the discretion to determine whether and how the meeting should proceed. If I'm required to exercise this discretion, we will have regard to the number of shareholders participating online, the number of shareholders actually impacted. Finally, if you do experience any difficulty, there is a guide at computershare.com.au/virtualmeetingguide. So I now declare voting open on all resolutions. We'll give you a warning before closing voting at the end of the meeting. During the formal business of the meeting, we will display the proxy votes received on the screen behind us. And you will note that at just after 5:30 yesterday, we launched with ASX a summary of voting on all resolutions. So people had an opportunity to process shareholder response ahead of the meeting. I'll just recap briefly here on the 2023 financial year, and then we'll pass to John for a more detailed commentary on '23 and the outlook for the business. As I think everyone knows extremely well after a few quite difficult years, we are really pleased that FY '23 saw such a sharp improvement in almost all metrics. As we reported in the annual report, we delivered about $150 million EBITDA turnaround and $100 million profit turnaround with group bookings and TTV above prepandemic levels by year-end. John will run through the detail through the financials in a little more detail, so I'll keep my address relatively brief. I did want to say that this is Webjet's 25th wedding anniversary, and I see some of our founding team in the room, glad to see you here. Who would have thought that a scrappy little B2C microcap would become a dominant, I'm not allowed to use that word, the prominent online travel agent in Australia and New Zealand and the #2 global bed bank with aspirations to go further. It has been a remarkable journey and certainly my 10 of the 25 years, an absolute privilege to witness the teamwork and the singular dedication to achieving our goals within this business. This company has remarkable stability. Same team has been here for a long time, very strong culture, and to have survived the pandemic and now be thriving is very gratifying. Of course, the last few years, as I've mentioned, have been punctuated by a midlife crisis, which is caused entirely by matters outside of our control. But as you know, we didn't waste that crisis. We spent a lot of time and money reengineering the business to scale better and deliver significant market share gains, which we're pleased to be reporting. Anyone who knows us well will understand there is a competitive hungry streak running through this business. We may be 25 years old, but we're still hungry. We want to be the #1 global bed bank with a stretch goal of $10 billion in TTV. From where I sit today, that's not just an aspirational target. It's becoming inevitable. We had a strong cash position with $514 million in the bank as of 31 March '23, of which, $239 million was net of liabilities. People are aware, we've got a $250 million convertible note with a put to date in April '24. Five months into FY '24, we are confident in the markets we serve and the demand for our products without forgetting that the pandemic caused us to raise significant capital in very bleak circumstances. For that reason, there is no near-term proposal to resume paying dividends, although obviously, it is something that we watch carefully. A few words on governance. The Board has been evolving as we plan for the future, and we're very pleased to have welcomed Denise and Katrina over the last couple of years, which is part of a deliberate renewal and succession plan. After balance date, we renewed John's contract as Managing Director. Webjet, as you know, has a very long successful association with John, and we're delighted to have reached agreement on an extension. He's built a really strong cohort of business leaders, which as a Board, we think, is a hallmark of good leadership to actually have real depth in the management team. Quick note on ESG. We continue to evolve our ESG reporting and our sustainability report this year outlined some of the initiatives that are underway in the areas that we consider most material to Webjet. This year, we took the first important step in measuring our baseline carbon emissions. We've committed to becoming a carbon net zero company. We're pleased to confirm that Webjet is now a Toitu net carbonzero certified organization. If you have questions on that, I'm going to direct them to Shelley. Resolutions this year. We've got resolutions for the formal election and confirmation of appointment and reelection of 3 directors. The first resolution, of course, is in relation to the remuneration report. We have resolution in relation to the long-term incentive plan, approval of the Managing Director's equity grant and the proposed increase in nonexecutive fee cap. So to summarize this very quickly, Resolution 1 will be a nonbinding resolution in relation to the remuneration report. 2, 3 and 4 will relate to the election of directors. 5 relates to a proposed increase in Nonexecutive Director remuneration, which will enable us to recruit new directors. And I had, there's no proposal to spend it or once it's simply a cap that we may be able to use by bringing on new directors as existing directors transition off. Resolution 6 relates to the company's long-term incentive plan for senior executives and personnel, which was approved by shareholders in 2020. During '23, we engaged independent remuneration consultant, Godfrey Remuneration Group to review the plan and provide recommendations on its future design. The Board considers that performance-based securities are a really important tool with which to incentivize key management and to retain and attract talent and generate long-term shareholder value. We have adopted a number of Godfrey's recommendations and now propose amending the plan. Resolution 7 seeks approval for the issue of planned securities to the Managing Director, John Guscic, under the plan. Subsequent to the GRG review, the Godfrey review that I referred to above, the Board announced John's refreshed service agreement on the 10th of May this year. The agreement included an annual offer of rights to acquire shares in the company under the plan, subject to certain performance conditions. Now before I wrap up and pass to John, just a couple of words on the appointment of directors that we're proposing today. During FY '23, we were pleased to offer Katrina Barry a board role under a casual vacancy, She's an independent Non-Executive Director. She's made a valuable contribution to Webjet since she joined. She has quite a storied history in the travel space. It's great to have her on board. We'll seek confirmation of her appointment later. Our colleague, Deputy Chair and Risk Committee Chair, Don Clarke will also seek reelection for his final term as a director. Now I wanted to say that Don has been an outstanding Non-Executive Director since the company's early years. So if you all know that regardless with tails of those early years. We really value his knowledge, his expertise and his institutional memory as we work through Board succession. And the Board actually asked Don to stand for another term. Finally, Brad to my right, the only Webjet person wearing a tie. Brad is a Senior Independent Director and Chair's company's Remuneration and Nomination Committee. Brad is also seeking reelection. The Board unanimously endorses these elections and Brad's reelection. Additional information will be provided. I'm going to ask each of them to sing for their supper, but I would just make another comment on Brad, been about 10 years had very senior positions in the travel industry prior to joining this Board. Knows our business in the industry incredibly well and is a valued member of this Board. So I'll move to a couple of quick things and then let John do some talking. I would like to thank the entire Webjet team. It is just great firstly, to be here in person. And it's great to see the Webjet team again rather than just operating virtually. They've done an amazing job staying together and rebuilding this company during a very tough period of existential risk. And it would be a remiss if I didn't close on behalf of the Board for thanking shareholders for staying the course with us. We appreciate the loyalty and support you've shown. So I'll now hand over to John to you.

Thanks, Roger. It's interesting you use the term existential risk because I think over the journey with you as Chairman, we have discussed a number of existential risks to our business, but we didn't think a pandemic would be one of them, and we didn't -- certainly we didn't think it will be of the impact that it's had on our business. Our business, as demonstrated by the results in financial year '23 have shown 2 elements that we're delighted with. One is the resilience of the core businesses that we operate. And the ability of those businesses to quickly rebound to profitability in FY '23. As Roger has already mentioned, we had record bookings and record sales or TTV in FY '23, which again signals that the business is in great shape to continue to grow in a better environment than existed predominantly at the start of FY '23, which is the early days of the recovery post COVID. And as you can see in the subsequent slide, the second half performance was truly outstanding with regards to our ability to exceed all of our key metrics. If we look at the individual components of our business, WebBeds delivered $117 million of EBITDA with bookings TTV revenue and EBITDA all ahead of prepandemic levels. Webjet OTA business increased its market share. It continues to operate at world's best EBITDA margins of circa 40% and delivered an EBITDA result of $43.4 million. And GoSee is the most challenged of our businesses, primarily because it relies on inbound tourism, which has been extremely muted into New Zealand other than visiting friends and family. As that opens up, we will continue to see an expansion in the opportunity of GoSee to make a substantial contribution. Overall, it's been a strong year. At the end of the day, there are things that we always value and cash is number one, and we had a strong year of generating cash. Our cash balance sheet of $514 million enabled us to pay off and they shall remain nameless, but I can see them in the room, but we paid them back the $86 million that we owed them. So we thank you for the $86 million, we don't need it anymore. So very strong cash generation and overall strong recovery in the last financial year. We move on to the next slide. We put it in perspective for the full year. You'll see bookings are up substantially ahead of pre-COVID, TTV is up marginally ahead of pre-COVID, revenue and EBITDA is below pre-COVID. That's a reflection of a number of things, partly reduced margins in one of our businesses, which booking value for a domestic booking is lower. So in all, in aggregate, we've had great volumes come back to our business, and the business is well positioned with all the restructuring that we did do during COVID to enable us to handle the volumes and handle the expected volumes that we anticipate coming through in the current financial year and beyond. If we move to the next slide, and clearly, the most compelling element of our recovery story is the second half of financial year '23, where group bookings, TTV, revenue and EBITDA were all ahead of prepandemic levels. The key driver was our global hotel business, WebBeds, that contributed most significantly to that outperformance. Our second half performance was at least as good as every publicly traded travel business in the world. So it demonstrates against the resilience of the business and our ability to rebound quite hard into markets once they become open. We expect the elements that have contributed to that strong performance in the second half to be maintained not only this year but the years ahead. As Roger has said, we have an incredibly strong management team, and we have done significant work over the course of the last 2 years to build out a technical platform that can scale and enable us to grow our business without growing the costs at the same level as we would expect our revenue to grow in the foreseeable future. So if we move forward, we'll break it down to the individual components, and we go to the slide headed WebBeds. We've outperformed the market quite significantly. If you have a look at the Australia's growth on the right-hand side, you'll see that bookings compared to '22 were up 170-odd percent and TTV is up 138%. We've outperformed the market across 3 of the 4 regions. The fourth region quite deliberately, we've underperformed, but we're seeing incredible volumes driven out of our North American business. We've seen APAC deliver a strong recovery in the last quarter of the financial year. And we're seeing continued strong recovery in the current financial year for APAC. And Europe, which was the mainstay of the business has grown above market. But the correlation of the other 2 areas growing at a much faster rate means for the first time in the history of Webjet, we have less than 50% of our sales coming from the European region. So we're becoming a much more globally diverse business. And as a consequence of that, we had less of the spikes that we've had previously, where our volumes were predicated around the Northern Hemisphere summer. So as some people in this audience will be aware, pre-COVID even though we delivered the stellar results that we did, we actually didn't make money in November, January and February. We make money every month at the -- in the WebBeds business as a consequence of the broader base that we operate and the fact that we're no longer as European-centric as we have been. If we move to the next slide. It just didn't happen by accident. It's a story I've told a few times over the years, but it was literally 2 days after we raised the capital we saved the company in early April of 2020, in which I call together the entire management team to say we've got the money, we will survive, but we have to make sure we don't waste it. And it was from those early conversations as how we thought about replanning and replatforming the business to ensure that it would scale better than it did previously. We had a great business in 2019, but we now have a much better business than the business we had in 2019. So on this slide, which is Page 7, for those following online, this is a summation of literally our 3 years of work and hundreds of man years put into recalibrating the tech platform, putting in place appropriate data analytics tools to understand the marketplace, understand customer behavior, understand consumer behavior and understand our relative competitiveness within that framework, a business that has become more efficient by focusing on metrics around employee output. Some would say that, at the moment, our business is more than 50% more efficient per booking per FTE across the entire WebBeds business and a refinement of the risk management processes to ensure that some of the things that we did that contributed to the challenges that occurred back in 2020 don't reappear in the landscape in which we operate and which we now control to a much greater extent. Moving on to the OTA business. That's -- You can't just pick up the Fin review in the last couple of months, I guess, where there's not a sharp commentary around the nature of the recovery in the aviation space in Australia. That recovery is disconnected to many other markets in the rest of the world, in which the markets have recovered faster than they have in Australia. And there's clearly issues in the Australian environment that it contributed to that scenario. What we're pleased to see is that our business has rebounded very, very quickly in the markets that are open, and we have picked up share. In particular, I'll just focus on the international bookings element of the share that we have picked up. Our second half, and I know it's only a year ago, but the markets -- international markets were barely open 12 months ago. But if you look at our performance of second half and we'll talk a little bit more about this in our half year results in November. The strong rebound will occur in international bookings. And it's a consequence of the broader competitiveness of having multiple carriers and broader choice being available in the Australian consumer, which plays to our strength of Webjet and also plays to the evolving position of our acquisition of Trip Ninja being integrated into our search results to make multi-stop bookings in the long-haul environment, the preeminent OTA in the world and being able to deliver that to our customer base. So we see a significant -- and as we've said on the next slide, significant international runway to enable us to continue to grow our share in the Webjet OTA business. Across all bookings across our competitive set, we're up 59% against our competitors and domestic side, we're up 35%. The Webjet business does have some revenue challenges, which I've called out at the full year and the half year previously because we do get reduced commissions. So the revenue will lag the bookings growth that we've seen. But you've seen that in the full year results of FY '23. We would expect to see a continued improvement in FY '24, but I don't think we will be exceeding the EBITDA numbers that we delivered pre-COVID for the OTA business. Moving on to GoSee. Improved EBITDA in [indiscernible] environment, bookings, TTV and revenue are all up over 22%, but below prepandemic levels. There's a simple solution to this business to get back to its prepandemic profitability, and that's a greater long-haul inbound tourism primarily to Australia and New Zealand. We're delighted that the Australian government has opened up -- sorry, the Chinese government has opened up group travel to Australia. They've opened up to New Zealand that will help the GoSee business. GoSee business, similar to the WebBeds business, has done a similar transformation exercise to improve its underlying tech platform and improve the efficiency into which each of its divisions operate. And we expect to see that come to fruition when volumes return. And we're starting to see a little bit of that occur in the second half of this financial year. So going, that's the past. And the past is a good story, and it goes to the 2 things that I spoke about earlier, the resilience of the business and the ability of our organization and our employees to embrace the challenges that we have faced and deliver an output and an outcome that was better than pre-COVID. FY '24 has continued with that strong momentum. If we look at WebBeds, TTV and bookings in -- well bookings, it doesn't matter, it's a pure number. But in TTV in constant currency is up more than 30%. We get a free kick. We get a tailwind this year because the Australian dollar has declined against our functional currency, which is the euro, which means we're up more than 40% in Aussie dollars compared to the same period in FY '23. The Webjet business, TTV is up 20%. Bookings are up more than 5%. Again, TTV is up substantially because international airfares are as expensive as they are, and GoSee TTV is flat, but bookings are up. That's because GoSee skews towards selling car hire and car hire rates have declined over the last 12 months. They were extraordinarily high in FY '23 and they moderated a little bit in FY '24. So a strong start to the year, fabulous finish to last year. The momentum continues. The business is well placed, not just for FY '24, but the business is well placed over the medium term to continue to grow greater than the underlying market for all 3 of our business units. We will go through our first half results on the 22nd of November in a lot more detail. With that, it's back to you, Roger.

Thank you, John. Well, I'll now invite our shareholders and proxy holders who are attending the meeting in person to ask questions or make comments relating to the Chair and Managing Director's addresses but clearly not yet relating to the formal business of the meeting. Could you please raise your blue attendee card, if you wish to speak, once you've been having a microphone. Could you state your name, whom you represent prior to asking your question or comment. Any questions?

My name is Henry Stevens. I'm from the ASA, the Australian Shareholders' Association. Congratulations on great results, fantastic. I've got a question about cyber crime. There have been some very high-profile data breaches in recent times with Medicare and Optus both the target of hackers. As part of doing business, Webjet collects important information such as names and addresses, bank account details, data of birth, passport numbers. Can you tell us how long this data is held on to by the company? And if the data is not deleted within, say, 3 months, why does the company hold on to this information? Would it not be best for the company to delete this information so as to minimize the potential for hackers to do harm to your customers?

Well, firstly, Henry, welcome. It's nice to see you. It's a good question. It's, I think, a question on everyone's lips. We had a Board meeting last month and went through the results of a simulated attack. I think it's very important in a public forum to not over-egg your cyber capabilities. Everyone's always at risk. We're very cognizant of that. I would direct the question to Shelley, though, who has been directing our response to these sorts of risks, Shelley?

In terms of exact data [indiscernible] we don't collect all of those data [indiscernible]. The best way to answer your question is [indiscernible] take no information from customers and we don't want to keep it for any longer than we absolutely need to have. So is there many reasons why we might have to collect the data point. But our regular process is to scrub the data and in terms of credit card data [indiscernible] compliance, which means we handle the credit card data in a secure away, and we don't necessarily have credit card information [indiscernible]. All of the rest of the information we get, we minimize what we need to stay and it seems possible.

Can you tell us how long it takes to delete the information? How long would you actually hold it?

Each brand will have a different requirement for what information it needs to keep from the information required from a financial perspective [indiscernible] information required for the Webjet business and information required to be handed off to [indiscernible]. And I take the exact details for the rest of the information that comes, but we have a very good risk program around scrubbing each brand data on at what is required for auditing purposes.

Thank you. Any other questions from the floor, please? Carolyn any questions? We got one more.

What does TTV mean?

TTV means total transaction value, which is the gross value of revenue from transactions going through our different platforms. Carolyn, is there anything online?

We do have a question [indiscernible] we launched Webjet Exclusives [indiscernible] it's directly when and if not, why not?

That's a John question.

Yes, we discontinued...

So is that better, [ Lin ]. Sorry, apologies for that. Is there an intention to relaunch Webjet Exclusives group tour product? If so, roughly when? And if not, why not?

Okay. We ran a business called Webjet Exclusives, which we closed in 2020. It was 1 of 2 divisions that we closed in our business. The other was the Cruise division within GoSee. Both businesses were closed because they're difficult to scale. And there are other priorities that are higher on our development program that are going to give us a greater return for our efforts. So for that reason, we have no plans to open -- reopen Webjet Exclusives, and we have no plans to reintroduce crews into the GoSee business. Any further questions?

No further questions, Roger. Hang on, sorry, apologies, there is just that has come through.

[indiscernible] annual report how many years the audit firm stays in the company. Shareholders should know the tenure of the audit firm, especially if there's been no change to the audit firm for many years. I know that your auditor has been auditing the company for less than 10 years, so it's not really an issue. But it is important for this information to be clearly stated in the annual report in the light of the PwC debacle. The second request is the skills matrix, I think could be improved, the skills matrix of the Board of Directors. The skills matrix of the directors, they do not have any names attached to each skill. Can you provide a director's name for each specific skill instead of identifying a skill and recording how many directors have that skill? This would be very helpful when Board members come up for reelection.

Thanks, Henry. I'll just respond to both of those briefly. Firstly, in relation to audits, obviously, Chris Biermann, our audit partner is sitting in front of us. As you rightly pointed out, Deloitte were appointed, I think in 2017 for 2018 start. Chris rotated onto our account as it were and has led this year. So we're happy to make that disclosure. That's quite easy. On the skills metrics, let me take that on notice. So I think it's fairly -- we're happy to be transparent. It's not hard to work out when you look at our background, who has what skill. So let's take that on notice and have a look at it.

We have a question from [ Mark Jeavons and Rebecca Jeavons ]. Given that you have $500 million in the bank, what are the capital management plans moving forward? And when do you anticipate renewing dividend payments?

Thanks for your question. We have -- as shareholders will know, a $250 million convertible note with a put date of, I think, 12 April next year. So it's got a strike price of -- conversion price of $6.35. I think the prudent thing to do is to wait and see what happens with the convertible. I will channel the words of John O'Shea, who's also sitting in front of us the equity analyst from Boards who issued a report on [ Flight Ease] -- [ Flight Centre ] last night and commented, I think it was a bit premature to set out a capital management program, and we think it's a bit premature while this is sitting in the background. We're considering use of capital and dividend constantly, but we certainly want to get through the convertible first.

And we have a question from William Callister. It seems like half my office took extended trips to Europe this winter. Although this is only anecdotal, it feels like there is still huge residual demand for long-haul travel. I'm not sure this can continue, though, given cost of living, interest rates, et cetera. I'd just like to get your thoughts on this in terms of gut feel and also what the data is telling you?

Thank you, William. I must say if anyone's tried to get a trade recently, they're all in Italy and Spain. John, what's your feeling on that?

Look, I don't want to preempt the results we're going to announce in November, but we -- the best metric is not my gut feel. The best metric is the published data that comes out of [indiscernible] or travel and you're seeing a rebound of international travel and you're seeing greater utilization of aircraft that occurred pre-COVID. And you're now starting to see more carriers come into the market, in particular, Singapore and Chinese-based carriers are coming into the market. So I would anticipate that international outbound travel from Australia will continue to grow for at least the next 12 years, irrespective of the cost of living 12 months -- sorry, irrespective of the cost of living challenges that many people have faced at the moment.

No further questions. Right. Well, we will move to the formal business of the meeting. The minutes of the previous Annual General Meeting of members held on 31 August 2022 being in order, we've signed and are tabled for the information of shareholders. The Notice of Meeting and Explanatory Statement were made available to shareholders on 28 July '23 in compliance with the company's constitution. And I propose to take them as read unless there are any objections. The first item of ordinary business on today's agenda is to receive and consider the financial report, the director's report and the auditor's report for the company for the financial year ended 31 March 2023. Although this is not a voting item, we'll be very pleased to receive questions and comments. And as I've mentioned, Chris Biermann, is available to answer questions on the conduct of the audit, the auditor's report, the company's accounting policy and the independence of the auditor. No written questions for the auditor were received in advance of the AGM. I'll now invite shareholders and proxy holders to submit or ask questions or make comments relating to this item of business, starting with people in the room. Any questions or comments, please? Carolyn, anything online? All right. Thank you very much. We now move to the resolutions to be voted on today. All of them will be voted on by poll, and I'll give you ample warning before closing the poll after the conclusion of the final item of business. First resolution is to consider and if thought fit, pass the following resolution as an ordinary resolution that pursuant to in accordance with Section 250R(2) of the Corporations Act and for all other purposes, the remuneration report set out in the Annual Report for the financial year ended 31 March, 2023 be adopted. This resolution is advisory and does not bind the directors of the company. It is, however, watched very closely. Please note that key management personnel of the company, including board of directors and their closely related parties are excluded from voting in any capacity on this resolution as per the Notice of Meeting. However, as Chair of the meeting, I will be voting undirected proxy votes where I've been appointed as proxy in favor of this resolution. I draw your attention to the votes that you can see past John and myself, but they're on the screen behind and were released to ASX last night. Are there any shareholders or proxy holders who are attending the meeting in person who wish to ask a question or comment?

Simple question. I'm quite surprised that 16% have voted against the remuneration report. Why is that so high?

We -- as we always do, had productive meetings with the 4 major proxy advisers, CGI Glass Lewis, Ownership Matters, ACSI and ISS. ISS took issue of 1 or 2 matters. We don't necessarily agree, but we respect their ability to not agree with us. They recommended to people who follow ISS to vote against, and we have a 16-odd percent against. Some of this is quite historical in nature. I would comment and say that we have taken independent advice from Godfrey Remuneration Group, as we mentioned before, Henry, and have reset the remuneration structure, particularly for John, which we think addresses -- we are hopeful addresses their concerns.

Can you be a little bit more specific and tell us what ISS actually disliked about the remuneration report?

Sure. This is a point which I'll hand over to Brad as Chair of the Remuneration Committee.

I had a couple of items, Henry. First one was in regard to the pool for directors being increased. Second one was in terms of short-term incentive disclosure. Third one, I'm sorry, I'm doing this from memory was with regard to -- as Roger has referenced in the past determination for John in terms of his long-term incentive, which was granted in August of 2020.

Any other questions from the room, please? Carolyn, do we have anything online? No. I'll now put the motion to vote as an ordinary resolution. You're invited to lodge your vote for Resolution 1 by marking your voting paper, if you're attending in person or use the Vote icon, if you're online. Resolution 2 is for the reelection of Don Clarke as a Director. Rule 10.2 of the company's constitution requires that a director must not hold office without reelection past the third Annual General Meeting following that director's appointment or 3 years, whichever is longer. The Managing Director is exempt under the company's constitution from this requirement. Don retires at this AGM and be eligible for reelection and will be seeking reelection as a director today. His background is set out in the Notice of Meeting. I'll now hand over to Don to speak in support of this reelection.

Obviously, with the support of the shareholders seem to be reelected as a director, and I thank the board for the opportunity to do so. I had plan to retire, but such is life. I have a long history with Webjet. I've been involved for over 23 years now. Firstly, as a lawyer and secondly as a director. One of the things I did when I [indiscernible] coming up was to go back and have a look and see what the company was like when I first appointed for board in 2008. We had a market capitalization of $75 million, which now compares to something like through just under $3 billion, I think, is the number as of today. We were basking in the glory of having taken our TTV from $250 million to $330 million, and we made our first and maiden dividend payment of $0.02 a share of 75 million shares [ around issue ]. It is quite different look to what it is today. And I feel very lucky to have been part of that growth. And one of the things which was also extremely interesting was the fact that we didn't have a B2B division. That started as a $2 shelf company they buy in 2012, 2013 and look -- but that's taking -- I think that's -- if for no other comment about that, is the ability of our management team to take that from 0 to where it is now. I think says so much about the quality and the depth of our management team. I've been very fortunate to be part of the Webjet growth story. Hopefully, my background as a lawyer and 30 years in advising companies have been able to contribute in some way to that. But as I said, I think it's largely, when you work with the top class management team it is more about sitting there and making certain that the basics are in place. I've also been lucky to chair the Risk Committee for the last several years and see in respect of the question asked before the effort and the time we put into making certain that the company is run appropriately from both the [indiscernible] point of view and a risk point of view and certainly, cyber risk sits right at the top of that list of things. One of the great things, though, I've really enjoyed about this company is that you're constantly learning. I have a great -- and I think it's one of my great strengths. I have a passion for learning and passion for knowledge. And fortunately, I think despite my longevity on the Board, I still have that passion. I still have that interest. I still want to learn about this business, and I feel -- fortunately, I still got something to contribute to the company. I'd be very proud to share my knowledge, expertise and institutional memory as we look beyond the current Board and restructuring into the future and look forward to hopefully being reelected.

Thank you, Don, could I ask for the details of the proxy votes to be shown behind me. Are there any questions from shareholders or proxy holders who are attending in person, please? Henry?

Thank you, Roger. Don, the Australian Shareholders' Association normally is very reluctant to push for directors to stay on for as long as you stayed on. You've been on for 15 years, and you'll be 18 years by the time you come to resign. I've had discussions with Roger on this, and we think that in your particular case, this time, we're happy to vote for you because you've got incredible institutional memory, your knowledge of the law is unsurmountable. And so we're quite happy to support you this time around. I just want to make sure that you will be leaving -- this won't happen again.

I'll be here next time. I was in before this time [indiscernible].

Very good. Any other questions from the room, please? Carolyn, anything online. I should just add, it's interesting that there are many rules in place about the ideal tenure of a director, and we sat down as a Board and had a pretty objective discussion. And there is no question Don is an excellent Director, adds a lot of value to his business. And we think the value it delivers to Webjet, the way outweighs any negative commutations. We're very united on this. So thank you for your questions and comments. I now put the motion to a vote as an ordinary resolution. You're invited to lodge your vote for resolution 2. [Voting]

We'll now move to Resolution 3, which is the reelection of Brad Holman as a director. Once again, rule 10.2 of the constitution -- Webjet's constitution requires that a director must not hold office past the third AGM following the director's appointment or for 3 years, whichever is longer. Brad retires at this AGM being eligible for reelection will be seeking reelection. His background is set out in the Notice of Meeting. I'll now hand over to him to sing for us.

Thank you, Roger. In respect to Resolution 3 with the support of the shareholders, I seek to be reelected as a Director of Webjet. I've been on the Board of Webjet for 9 years and currently chair our Remuneration and Nomination Committee, and I'm a member for the Audit Committee. In support of my nomination to continue to serve on the Webjet Board, I would offer that I have over 25 years of career experience working in and providing services to global travel industry. As a senior level executive, I've had significant experience in building and leading global travel and technology organizations and delivering results in far-flung countries in a dynamic and challenging environments. These experiences have included several roles with Travelport, a global distribution system, where I was President for Travelport's Europe, Middle East and Africa business as well as President for Asia Pacific operations based in Hong Kong. More recently, I was the President for International Markets for Blackboard, which is a NASDAQ-listed software and services company, where I again was responsible for developing and leading the company's international business strategy and new market entry. Lastly, additionally invested 2010 into a business process management company that serves the global travel and aviation industry that I continue to be involved in leading the commercial development for this business. So over all of my career, you could pretty much say I've been working in the travel and aviation space. I believe this experience means that I'm well placed to continue to support management of our Webjet as it works through its exciting business journey and to continue to safeguard the long-term governance and viability of Webjet. As a result, I seek your support in voting yes on Resolution 3 for my reelection as a Director of this company. Thank you.

Thank you, Brad. If we could just show the proxy votes on the screen behind me. Are there any questions from those present in the room, please, questions or comments. Carolyn, any online? I might note that the votes against Brad's appointment reflect the votes of ISS. Brad through the short store this year as Chair of the Remuneration Commission. I now put the motion to a vote as an ordinary resolution. You're invited to lodge your vote for Resolution 3, and we will move straight on to Resolution 4, which is the appointment of Ms. Katrina Barry as a Director. As under Clause 10.1 of the company's constitution, the appointment of an additional director during the year must be confirmed by shareholders at the next Annual General Meeting. We appointed Katrina as a director on the 17th of October last year. We're now seeking shareholder confirmation of that appointment. The background is set out in the notice of meeting. I'll now hand over to Katrina and ask her to speak in support of her election.

Thank you, Roger. Pleasure to be here today to meet and speak with our shareholders and I consider it a privilege. So thank you. So as Roger mentioned, I was appointed in October '22 and have joined the Board meetings since then and also been a member of the Remuneration and Nomination Committee. A little bit about me. I have over 15 years' experience as a Non-Executive Director, primarily across the tourism, tech and financial services industries. Most relevantly and most recently, I was on the Board of the Australian Federation of Travel Agents, so AFTA, through a very turbulent time that we've all experienced. And also most recently, I was a NED at Hollard Insurance A leaving at the end of last year as the chair after an incredible 10x growth over 7 years. So presently, I also serve as a Nonexecutive Director of PetSure. In terms of my other roles, I am the senior executive leader and currently, I'm the Global CEO of me&u, which is a tech company and mobile order and pay, fintech start-up, if you will. Previous to that, I was the Managing Director for Contiki Tours and Trafalgar Tours for about 8 years. And previous to that, I have spent years in B2B and B2C digital roles in financial services, 7 years at the Virgin Group and to start up with investment roles and [ for my sins ] started out as a management consultant at McKinsey for many years. So I'm really honored to be here today and to seek your support for my election. I do hope that in due course, my deep travel experience and strategic experience, we'll be able to serve and help the management team, this Board and our shareholders, and look forward to the journey. So thank you.

Thanks, Katrina. The proxy votes received are now being shown on the screen behind me. I have to say Katrina's quite disappointing you own 0.2% short of a perfect score. Are there any shareholders or proxy holders attending the meeting in person who would like to ask a question or make a comment? Anything online? No. Well, it was just too easy Katrina. I now put the motion to a vote as an ordinary resolution. You're invited to lodge your vote for Resolution 4. We'll now move to Resolution 5, which seeks approval to increase the total aggregate fees paid to Nonexecutive Directors for their services as Directors to a maximum of $1.5 million per annum. Under Rule 10.17 of the company's constitution and ASX listing rule 10.17. The maximum fees payable by the company to its Nonexecutive Directors need to be approved by shareholders of the company in a general meeting and may not be increased without shareholder approval. The current fee pool was last approved in 2017 when there were 6 directors. The increase is being sought to remunerate the Nonexecutive Directors at Market rates, I think at 50th percentile, if I am correct. Brad, and to enable the recruitment of new directors as part of the company's succession planning process. What is not talked about often directors took voluntary cuts during the pandemic, which no one has sought to have repaid. I think we have actually been paid at well below market rate for some time. The proxy votes are shown on the screen behind me. I'd invite questions from the room, questions or comments to start with, please? Anything online, Carolyn? Thank you. I now put the motion to a vote as an ordinary resolution. You're invited to lodge your vote for Resolution 5. Resolution 6 seeks shareholder approval for the company's amended long-term incentive plan and for the issue of options or rights under the plan to employees over the 3-year period from the date of the Annual General Meeting. As we've discussed during financial year '23, the company engaged independent remuneration consultant GRG to review and provide recommendations on the design of the company's plan. As a result of that review the [Audio Gap]. The amended plan is viewed by the Board as being critical in ensuring the company retains key talent and remains competitive. Grants of performance-based equity securities provide important incentives to key personnel to generate long-term shareholder value and to reward strong outperformance. The Board believes the adoption -- the approval and adoption of the amended plan is in the best interest of [indiscernible]. Any issue of options or rights under the plan within the 3-year period from the date of the AGM will be treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.2. The issue of those options and rights will be excluded from the calculation of the maximum number of new equity securities that can be issued by the company without shareholder approval for the purposes of listing Rule 7.1. Someone should come up with a plain English script for an AGM, I must say. The proxy votes are now shown on the screen behind me. Are there any questions from shareholders or proxy holders in the room, please? Carolyn? And I now put the motion to a vote as an ordinary resolution. You're invited to lodge your vote for Resolution 6. We will now move to the final resolution for today, which is to consider the approval of a grant of 435,908 performance rights to Managing Director, John Guscic. As announced on the 10th of May 2023, a new ongoing service agreement was put in place with John, which included changes to the at-risk components of this package and in particular, to his LTI. Key changes to John's LTI opportunity include moving to an annual grant priced using the volume-weighted average price of the company's shares traded on the ASX in the 20 days after release of full year results. So just to recalibrate that, pricing is determined by the 20-day VWAP after release of results, so the market can adjust. John's entitlement to the LTI is over a 3-year performance period. This is quite a material shift recommended by GRG. Under Listing Rule 10.14, shareholders of an ASX listed company must approve the issue of securities, including options and performance rights to a director under an employee incentive scheme. Accordingly, our Board seeks shareholder approval for the grant of 435,908 performance rights to the Managing Director, John Guscic, as part of his remuneration package applicable in FY '24. Proxy vote should now be on the screen behind me. I'll ask if there are questions from the room, please or comments? Henry?

Thank you, Roger. I've just got a comment to me. In the past, the Australian Shareholders Association has voted against the remuneration report because of the use of your options and because we thought the vesting prices were too low to the ones that were issued in 2020. This year, the Board has made some very positive changes which we really approve of. We think the hurdles are aligned with shareholder interest. We support the annual grant price using VWAP of the company's shares, and we agree with the Board's decision to make no changes to the MD's fixed annual remuneration, I think we'll support it this year for the first time. Thank you.

Thank you. I just got [indiscernible]. Enjoy the moment. Anything online, Carolyn? Right. Okay. I now put the motion to vote is an orderly resolution. You're invited to lodge your vote for Resolution 7. [Voting]

Before we wrap up the meeting, do any shareholders and proxy holders have any final questions or wish to make any comments that haven't been addressed, please? I'll start with people in the room. Any residual questions online? Right. Okay. All right. Now some voting instructions and ladies and gentlemen, that actually concludes our discussion on the items of business. In a couple of minutes, I'll close voting. So please ensure that you cast your vote on all 7 resolutions. I'll now pause to enable you time to finalize those votes. For in-person attendees, please complete your voting paper before pacing it in one of the ballot boxes that will be circulated. As a reminder, you need to indicate the manner in which your votes are to be cast by placing a mark in the relevant box, print your name at the bottom of the paper and sign it. If you have difficulty, please raise your hand and someone from Computershare will come and assist you. For online attendees simply press the Vote icon, select one of the options for each resolution. I remind you don't need it submit or enter. I'll now give you a couple of minutes. [Voting]

All right. Do we need any longer? Excellent. All right. Well, thank you. I now declare the poll closed and formally charge Nigel Bulling as returning officer to count the votes. Ladies and gentlemen, that concludes our proceedings today. My fellow directors and I would like to thank our shareholders for their continuing support. Once the votes have been counted, the results of the poll will be released to ASX later today and will also be available on our website at webjetlimited.com. Thank you for your attendance. I now declare the meeting closed.