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

Good morning, ladies and gentlemen. It's 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 2024. My name is Roger Sharp, I'm Chair of Webjet, and I'll be chairing today's meeting. I'd like to start by acknowledging the traditional owners and custodians of the land on which we meet today, the people of the Southeastern Kulin Nation. I also like to pay my respects to their elders, past and present and the aboriginal holders of our communities who may be here today. Our Company Secretary, Tony Ristevski, confirms the quorum is present and no other items of business have been notified. Therefore, we will work to the agenda published within those meeting. I now declare the meeting open. Today, we are convening the meeting as a hybrid meeting, and I thank you all for taking the time to either join in person or online by the Computershare platform. For members attending the meeting in person can you now please turn off your mobile phones, photographic equipment and recording devices. I'd like to introduce my fellow Directors who are present joining us today: to my immediate left, Deputy Chair, Don Clarke; to my right, our Managing Director, John Guscic; our Remuneration and Nomination Committee Chair and Non-Executive Director, Brad Holman; and to my far left, our Audit Committee Chair and Non-Executive Director, Denise McComish, all Directors are here in our Melbourne office. I'd also like to take this opportunity today to introduce senior members of the management team. There are, of course, too many to call out individually. And from experience, if I try, I'll miss someone important. So I'm just going to acknowledge our Chief Financial Officer and Company Secretary, Tony Ristevski; to my far right, Global Chief Operating Officer, Shelley Beasley; and our Webjet B2C CEO, Katrina Barry, until recently was sitting on this Board. Finally, I'd also like to acknowledge the presence of our audit partner from Deloitte, Chris Biermann, who has led the audit for the company's accounts for the second successive year. There'll be two major components to today's meeting. Firstly, an update on the business; and secondly, the formal business of the meeting. I'll start by making some introductory comments about the business about FY '24 and subsequent events in my Chair address, I'll then hand over to John, who will update you on the 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 company's 2024 financial report and accounts. I'll then formally farewell two Directors, Shelley Roberts and Katrina Barry, who parted in '24. We'll then put four resolutions to the meeting. Now a few notes on questions and voting. All share and proxy holders will be given an opportunity to ask questions or make comments today. For those shareholders and their representatives attending in person, please raise your blue attendee card when called upon to do so and you may speak once you've been acknowledged by me as Chair of the meeting. For those attending online, you can submit questions or comments from now until the close of 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 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 the question in the text box, then press the send button. Written questions can be submitted online at any time during the meeting and will be addressed at the appropriate time. Now I'd encourage shareholders who are attending online to submit questions or comments as early as possible. Due to time constraints, we may run out of time to answer all your questions. If this happens, we will respond by e-mail. I'll take questions and comments from shareholders and proxy holders who are attending in person first, followed by anything from online attendees, online attendee questions may be moderated or if we receive multiple questions on one topic, amalgamated together. We do reserve the right to limit the number of questions from a share or proxy holder if this denies the opportunity for other shareholders to ask questions or make comments. All resolutions today are ordinary resolutions and will be passed by a simple majority. The voting restrictions 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. I hereby appoint Nigel Bulling from Computershare, our share registry, as the Returning Officer. To provide you with enough time, I'll shortly open the poll and voting will remain open until I declare the poll closed at the end of the meeting. For share and proxy holders attending in person. As I mentioned a few minutes ago, use your blue attendee card with instructions on the reverse. If there's anybody attending who believes they're entitled to vote, doesn't have a blue card, please make your way in to the back and see the smiling friendly Computershare team who will sort it out. 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 intend casting your open votes. Shareholders and attendees of shareholders need to mark a box beside the motion to indicate how you wish to vote. Once you've completed the voting paper, please print your name at the bottom of the paper and sign it, one of the Computershare team will collect your completed voting paper at the appropriate time. 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 resolutions and present you with voting options. To cast your votes, simply select one. You don't need to hit enter, as your vote will be automatically recorded. A tick will appear to confirm receipt of your vote. You can change your vote until the time voting is declared closed. To do so, just click here to change your vote and select the different options. Now if you run into technical difficulties during the meeting, I do have the discretion to determine whether and how the meeting will proceed. If I'm required to exercise this discussion, we will have regard to the number of shareholders impacted the extent to which participation in the business of the meeting is affected. If you experience any difficulty submitting a question, please consult the online user guide at computershare.com.au/virtualmeetingguide, or you can contact Computershare on 03-9415-4024. I now declare voting open on all resolutions. I'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 me before voting poll is conducted. You'll note that the votes received prior to the meeting were posted to the ASX last night after the close of trading. I'll now briefly recap on the 2024 financial year. I'll also comment on the demerger proposal that's due to come before you on 17 September. And then I'll pass to John for a more detailed commentary on 2024 and the outlook for the business. Webjet continued its strong recovery in 2024 with key metrics showing a significant uplift over the prior year. Our statutory net profit after tax was $72.7 million, up from last year's $14.5 million result. Earnings per share were $0.189, a $0.151 increase over FY '23. And for clarity, that's not 15%. That's $0.15 per share uplift. The uplift was driven by a 21% increase in bookings to $8.7 million, a 29% increase in TTV, or total transaction value, to $5.6 billion and a 29% increase in revenues to $472 million. Costs were well contained, which, of course, in combination enabled the business to scale effectively. Underlying and statutory EBITDA increased respectively by 40% to $188 million and by 66% to $191 million. The group's revenue margin remained constant at 8.4%, while our EBITDA margin improved by 290 basis points to 39.9%. A few words on cash, balance sheet and capital management. Cash flow from operations was $184 million, driving a closing cash balance of $630 million, up $116 million on FY '23. The company's net cash position as at 31 March 2024 was $406 million. The pandemic certainly highlighted the value of cash and the flexibility that low gearing brings. As we have previously telegraphed, the company's bias is towards retaining a significant cash balance, both in case of future acquisitions and as a buffer in case of unforeseen turbulence. Shareholders will be aware that Webjet completed a $250 million convertible note issue on the 8th of April 2021. The final maturity date for the notes is on or about 12 April 2026 with pricing at $6.35 per ordinary share to be adjusted should the demerger proceed, implying the issue of 39.37 million ordinary shares on a business-as-usual basis. Earlier this year, the notes passed a key milestone when no redemption notices were received on the 12 April 2024 put date. The logical implication is if all things remain as they are, there will be conversion of the notes. There are various forms of capital management tools available to us. And during FY '24, the company launched a strategy to reduce the potentially dilutive effect of note conversion as we announced to the market in September 2023. That strategy remains on foot. And I would just note, the Board is not inclined to pay dividends until whether we know the notes are redeemed or converted. It may appear they're going to be converted at this stage, but we would prefer to wait until '26. A few words on sustainability. The Board recognizes the growing interest from some shareholders in understanding how we manage the key environmental, social and governance drivers of our business. Our sustainability report, which was introduced in May this year, outlined some of the initiatives underway in the areas that we consider most material to Webjet. We're taking steps to align to new international and Australian climate reporting standards. This year, we completed a climate-related risks and opportunities assessment while maintaining our carbon-neutral operation certification. I'll move now to the demerger that's proposed. We will convene another meeting. This time an extraordinary general meeting on the 17th of September. You may ask why are we doing both together? It's a very fine question that simply was not feasible. We will convene an AGM on 17 September to consider and vote on the proposed demerger of Webjet B2C from Webjet Limited. If approved, the demerger will form two independent ASX-listed companies with leadership positions in their respective businesses and with their own distinct operating profiles, strategies and growth opportunities. Those are the existing listed company, which will be renamed Webtravel Group, which will own WebBeds, the global B2B travel distribution business. And then the soon-to-be-listed spinoff, which will be known as Webjet Group Limited, which will comprise our B2C businesses, namely Webjet Online Travel Agent, the #1 OTA in Australia and New Zealand, and GoSee, a global travel e-commerce business that specializes in car and motor home rentals. Webjet B2C will also own Trip Ninja, a company we acquired in the last couple of years, a provider of technology that automates the highly manual process of aggregating complex multistop travel itineraries for travel intermediaries. The Board's decision to pursue a demerger of the Webjet B2C business from Webjet reflects an assessment of the attractive but divergent growth opportunities available to both of these businesses. Over time, we've formed a view that operating B2B and B2C as stand-alone businesses with independent Boards, management teams and capital structures will enhance value for our shareholders by enabling both businesses to pursue their own strategic priorities and growth agendas. Further details of the demerger are obviously contains in the demerger book, which was released to ASX on the 8th of August and dispatched to shareholders on the 16th of August. All shareholders and proxy holders will be given an opportunity to ask questions or make comments regarding the demerger at the AGM in a couple of weeks. And of course, we're very happy to field questions today. To conclude, noting that this may well be our last AGM as a combined business and team, I'd like to express my thanks to the Webjet team, the executive team and the Board for an exceptional performance in FY '24. I would like to once again thank our loyal shareholders, particularly those who stood beside us when times were extremely difficult during the pandemic. John, over to you.

Thank you, Roger. Introductory remarks seem to be getting longer and longer each year, Roger. So as Roger just highlighted, it's a very exciting time for the business. We have had a phenomenal FY '24. And we have a high degree of optimism for what FY '25 looks for all of our businesses. Let's just go through the key metrics, which is Slide 2, for those following online. All metrics, as Roger has already covered off, he stole a little bit of my thunder, which I'm not that happy about. But all metrics are at record level, materially ahead of FY '23 and massively ahead of pre-pandemic. Bookings are up to 8.7 million for FY '24. TTV, which Roger has already explained, is total transaction values, is at $5.6 billion, up 29%. Revenue is up 29%, $471.5 million, and EBITDA is up an even more impressive 40% to $188.1 million. Moving to the next slide. We have articulated over the journey in the last few years about what our strategies are for our respective business units to continue that exemplary growth. And we can clearly see that our strategy contributes to the outperformance of our business in FY '24. The B2B business delivered $162.4 million, which is up 39% or 27% based on functional currency. We did have some tailwinds during the year, which has been to our benefit. All key metrics were at record levels significantly at of FY '23 and pre-pandemic levels with $4 billion of TTV. During the course of the year, we did outline a strategy road map of how we're going to get to $10 billion in TTV for the WebBeds business by FY '30. And I can confirm, as I will, in the outlook statement that we're on track to deliver against that objective. The OTA business or webjet.com.au, impressive, 25% improvement at EBITDA level to $54.2 million, strong growth on all key metrics. And as we have spoken about for the last two AGMs, we've invested in the business called Trip Ninja, which is increasing our ability to successfully sell international airfares at a greater rate than we have historically. And it will be fair to say from a standing start, Trip Ninja has contributed circa $4 million of incremental EBITDA to our results. So fabulous job done by the Webjet OTA team. GoSee business of $1.7 million, 6% up on FY '23. As it has been highlighted, the underlying cars business within GoSee has continued to perform well. The Motorhomes has struggled as long-term tourers coming to New Zealand and Australia are less likely to entertain longer holidays and the shortage of supply and pricing of Motorhomes has become a little bit preventive, which is some of the challenges that the GoSee business face. Total cash is now $630 million, $116 million up on March '23. And we had a phenomenal cash conversion number during the year in excess of 100% of our operating metrics. Moving on to Slide 5. WebBeds, the key metrics in summary are all at record levels and significantly ahead of FY '23. Bookings at 7 million for the year. TTV at $4 Billion. Revenue of $327.9 million, up 39%. EBITDA up 39% as well at $162.4 million. Moving to the next slide. The pillars of growth will be the same pillars of growth that we will report in the years ahead. And it talks about how we view the market and how we view the opportunity that we have in front of us and what we're doing to specifically address those opportunities. Growing our existing portfolio is, in essence, what's system growth or market growth, and we saw that at circa 7% in FY '24. And that's just us staying with the pack. Number two is what do we to get new customer supply market? We think that contributed circa 13% of our growth and then conversion, which is the ability for a per search to have a higher level of bookings made on our tech platform, and that contributed circa 10%. So the aggregate of all of that is the 30% growth rate that's the driver of the outperformance of our B2B business. It's a big business now. When you're doing circa 7 billion -- sorry, 7 million bookings, I used to know this, but I'm not that good at dividing 7 million by the minutes in a year, but it's sort of like a booking every 2 minutes or something like that and TTV at $4 billion shows that we have scaled our business nicely over the journey, and we haven't wasted the period of inactivity during COVID to ensure that we have the most robust platforms enable our business to continue to scale and put us on the journey to circa $10 billion by 2030 at a 50% EBITDA margin. And as I've already said, we are on track to deliver that $5 billion in FY '25, which is a 25% increase on the $4 billion that we did in FY '24. And to put it another way, which -- without being self-aggrandizing is, we're delivered or we're on track to deliver $1 billion of TTV organically in FY '25 without any artificial stimulants. It's just the core business doing what I've highlighted in the previous slide, which is winning new customers, increasing the supply of inventory that we have, penetrating new markets and doing a better job at converting sales for every search within our business. Moving on to the Webjet OTA business. Again, very strong results. Bookings at 1.3 million, which is up 5% on FY '23. TTV at $1.4 billion, which is up 6%. Revenue at $121.2 million, up 12%, and fabulous cost control and focus on delivering a superior outcome where EBITDA was up, $54.2 million for the year, which is a great result. To talk about how we achieved it and what those metrics look like against the competition. We have done a great job in increasing the share that Widget has within our competitor set. Our total market share is up 46%. Most impressive is the international bookings is up 33% compared to pre-COVID. And domestic bookings are up 19% pre-COVID, against our competitor. Already highlighted earlier about the contribution of Trip Ninja. It's helping drive international performance and it will be something that we will extend as product offering within the Webjet OTA business going forward and will be a key contributor to that superior performance that we expect from the Webjet OTA business in '25 and beyond. We are an award-winning OTA. And we've had significant service improvements during the year, which is a credit to the entire Webjet team who have done a phenomenal job in driving improved levels of customer service in what's been a challenging environment over the last few years. So moving on to the trading update. Webjet is on track to deliver $5 billion TTV in FY '25. And Webjet OTA international bookings continued to grow. So let's break it down the outlook into the -- into our two major component pieces. Starting with WebBeds. All markets are performing well with TTV and bookings tracking significantly ahead of FY '24. There was some issues within our business that were impacted by a number of things, which I'll just cover off, which have moderated our expectations on margins for the business going forward. The first one and the most impactful was the collapse of FTI Group. FTI is the third largest tour operator in Germany. As I sort of joked historically, no tour operators go bankrupt the month before summer. They all go bankrupt the month after summer. FTI went against trend and went bankrupt in June. The consequence was that circa AUD 2 billion worth of hotel rooms that had previously been out of market, then flooded back into the market. And that created a distortion in the market, and it impacted our margins for the months of June, July and August. The trading was also impacted by the Paris Olympics. It impacted demand for France. To put that into context, France is our #1 destination in Europe. For the months of -- across the full year, France is #1. Across June and July, France fell to #5 destination in Europe. So we -- the markets of Spain, Italy, Greece and the U.K. were ahead of France, which was clearly a surprise. It's first time we've experienced the Olympics in a European destination since we've launched the WebBeds business with the previous Olympics in London being in 2012 when our business didn't exist. The other impact in June, July was the European Football Championships reduced German outbound travel. So German, unlike the rest of their markets, German outbound travel was actually flat year-on-year in June and July. So they're the distortions to the market that we experienced in the months of June and July. August, we've seen a strong rebound in Europe. Created bookings are up more than 30%, which is ahead of the prevailing run rate of our business, which augurs well for what we think will come forward in September and October from those August bookings. But that impact of all of those things that I've just described is that TTV and revenue margins for first half will be circa 7%, and we anticipate margins to improve in the second half of FY '25. So what does that all mean as of a couple of days ago. August '25 booking today are up more than 20%. TTV is up more than 5%. And EBITDA is tracking ahead of where we were at the same period of last year. And EBITDA margins remain at circa 50% for the first half. Moving on to the Webjet OTA business. Bookings continued to be subdued, reflecting ongoing cost of living pressures. And we know that Rex Airlines went into administration a couple of months ago. On our side, international bookings continue to grow. And the Webjet OTA continues to take share in our category against other OTAs. The decline in our TTV reflects the ongoing price deflation in international, which has been, I think, well captured by every other travel business that's recorded their results. And Qantas this morning and Air New Zealand this morning also have validated that assertion. And as of August 25, bookings are down circa 5%, TTV down 10% and EBITDA is tracking ahead of the same period last year because we have been selling higher-margin product. And as I highlighted in the results in FY '24, tremendous cost control within the Webjet OTA business. So with that, Roger, I'd like, as you have thanked to all of the team within Webjet for their phenomenal efforts in FY '24 and notwithstanding that we may be separated shortly, I'm sure they'll have tremendous results for both businesses in FY '25. Back to you.

Thank you, John. I'll invite share and proxy holders attending in person to ask questions now relating to either my or John's addresses, but not relating to the formal business of the meeting. Could you please raise your blue attendee card, if you wish to speak to the meeting. Once you've been handed a microphone, please, could you give your name and who you represent prior to asking your questions or providing a comment.

Thank you. My name is Henry Stevens, and I'm from the Australian Shareholders' Association. I've got a couple of questions, pretty quick questions. Just want to clarify your dividend policy. It sounds like you won't be paying a dividend for almost 2 years because the convertible notes don't mature until April 2026. So I just want to make sure that is that assumption correct? Second question is there's -- on the P&L statement, there's a $25.3 million profit on remeasurement of the company's convertible notes. Can you explain that to me? I don't really know what that means and how you make such a hefty profit. And the third question is FTI Group, you mentioned -- I'm just wondering why that went into receivership. What happened? That was a pretty big organization. And the fourth question is last year, I ask that the annual report indicate the -- how many years the audit firm has been auditing the company for. I couldn't find this information in this year's annual report. Shareholders should know the tenure of the audit firm, especially if there's been no change in the audit firm for many years? This is especially relevant in the light of the PwC debacle. I'm just wondering if you can tell me how long Deloitte has been appointed the company's auditor. And if you put that information in the annual report -- in next year's annual report.

Thanks, Henry. We might just take those one by one. The first question, you're correct about the dividends. That is our plan. Second question, I think, it was $25.1 million on the convertible, I will address that to Tony?

What happened there is when we initially did a bond in 2021, there's an accounting process. We bifurcate the equity from the debt component, and that was done over 3 years because we couldn't be certain that it would not rope beyond the 3-year put. As a consequence of the 3-year put occurring, we've had to remeasure that over 5 years. So that bifurcation had to be readjusted or recalculated as if it was 5 years. So the interest that we expensed for the P&L was overstated. So we had to unwind that expense.

Tony, if you'd like to address the Deloitte [indiscernible]?

Deloitte has been appointed for the third time in 2018. So obviously, with the 2024 order, that would have been 6 years or 7 years in terms of the audit that they've undertaken thus far. And we'll include that going forward in the annual report as an enhancement.

The FTI question is why did they go bankrupt? FTI never fully recovered post-COVID. FTI Group received massive loans from the German government to survive during that post-COVID period, and the competitive nature of the tour operating market in Germany meant that the top 2 guys continue to pick up share. FTI were capital constrained in their businesses. The consequence was that they weren't able to pick up share as quickly as the other two guys, and they ran out of cash. The irony, if you want to go into the detail, is they had a deal on the table to inject capital, and it was literally 2 weeks from being closed when they went out of business. So it was a high wire act. And the German government is now, I think, circa AUD 1.5 billion, I am guessing at this point, but a circa AUD 1.5 billion out of pocket because that's how much they funded the business over the COVID period. That's Aussie dollars, not Euros.

Thanks, John. Thank you, Henry. Any other questions from the room, please. Thank you.

Patrick Irwin, IFT Holdings, shareholder. I noticed you opened the meeting with a statement promoting the industry. Why is Webjet doing this? Are you aware that many Australians regard this industry as devisive, exploitative and racist. And what benefit can this possibly be to shareholders?

Well, thank you for your question, Patrick, which you perfectly entitled to ask. It's a protocol across the ASX companies. We don't take it to the extremes that many other companies do. It's a sign of respect and you're completely entitled to disagree with me. Thank you. Carolyn, our Head of Investor Relations, Carolyn Mole, any questions online, please?

There aren't at the moment, Roger.

All right. Thank you. I'll now move to the formal business of the meeting. The minutes of the previous AGM of members held on 31 August 2023 being an order were signed and a tabled for the information of shareholders. The notice of meeting and explanatory statement were made available to shareholders on 26th July 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 2024. Although this is not a voting item, we'll be pleased to receive questions and comments. As we've noted, Chris Biermann, our audit partner, is also available to answer questions on the conduct of the audit, the auditor's report, the company's accounting policies 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 and make comments. And if you do, please raise your blue card if you wish to speak to the meeting.

No questions from the phone. Carolyn, anything online?

All right. Thank you. I would just like at this point to formally record the Board's thanks to Shelley Roberts and Katrina Barry for their service to the company. Shelley moved to the U.K. a number of years back and resigned as a Director of the company on 22 November 2023, having served as a member of the Board since April 2016. Shelley was a valued member of both the Audit and Remuneration and Nomination Committees and simply left due to workload and time zones. Katrina, who joined more recently, resigned as a Director on 24 June to commence her new role as CEO of Webjet B2C. The Board formally extends it's thank you to Katrina. And I think we're in pretty good hands moving forward B2C. Before we move to today's resolutions, which will be voted by a poll. I'll give you ample of warning before closing the poll after the conclusion of the final opening business. The Resolution 1 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 2024 be adopted. This resolution is advisory. And while it does not bind to the company's -- the directors or the company, we take its signaling effect seriously. Please note that key management personnel of the company, including 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 were appointed as proxy in favor of the resolution. I now draw your attention to the proxy votes received, as shown on the screen behind. Are there any questions on this resolution from shareholders or proxy holders present? If so, please raise your blue card. Henry?

I've got one question. The CEO is subject to a relative total shareholder return performance measure for the vesting of 50% of his performance rights. I'd like to know why 25% of his rights vest at only the 40th percentile ranking, which seems overly generous when most companies' performance rights do not vest until at least the 50th percentile ranking is met.

Tony, do you want to take that one?

Thank you, Henry, for the question. From the remuneration committee's review of the market in terms of the capabilities of the Managing Director and setting those targets, if you take it to the 50th percentile, that suggests that executives in the LTI program throughout the country, you are either -- 50% of you won't make anything effectively. We feel that at 40% -- percentile that, that is reasonable to consider an entry level of validation, if you like, or rights to vest at that 25% level. And you'll notice, though, all rights don't vest until we hit the 75th percentile, which is the stretch target, again, compared to other ASX-listed companies to the same, I guess, comparison set that you're looking at, Henry?

Carolyn, any questions online? Blank. Okay. Thank you. I'll now put the motion to vote as an ordinary resolution. Please lodge your vote for Resolution 1 by marking your voting paper, if you're attending in person or using the vote icon if you're attending online. We now move to Resolution 2. And as it relates to my own reelection as a Director, I'll hand the chair over to Don Clarke, the Deputy Chair of Webjet Limited for this resolution.

Thank you, Roger. Rule 10.2 of the company's constitution requires that a Director must not hold the office without reelection past the third Annual General Meeting following the Director's appointment or 3 years, whichever is the longer. The Managing Director is exempt under the company's constitution from this requirement. As Roger retires at this AGM and being eligible for reelection, will be seeking reelection as a Director today. Roger's background is set out in the notice of meeting. I will now hand over to Roger to say a few words in support of his reelection.

Thank you, Don. I'm going to carbon back myself now because I have got nearly 40 years' experience in the tech sector with a focus over the last 30-odd years on the travel industry. During my career, I have led teams that have built, financed and advised many technology companies, more than a few travel tech businesses. I part own and Chair a technology investment bank. I also Chair another ASX 200 technology company called Iress. I'm proud to have served as a Director of Webjet since the 1st of January 2013 and as Chair since the 21st of June, just 18 months before the pandemic struck. It occurs to me looking back that around half of my time as Chair has been during a crisis or abnormal times. And I must say it's fantastic to be back in normal times. I'm very proud of the vision, resilience and discipline this team has shown through a remarkably volatile period. I've been in this business, assisting since we launched our B2B division from very small beginnings. Through all the acquisitions we've made, I was here at the time, helping John and Tony when we did an emergency because I think we can fairly say it was an emergency refinancing. Don't we, John?

Real emergency.

Yes, it was. So today, I'm seeking to be reelected for a 3-year term, which will enable us to complete the company's proposed demerger and to refresh its Board. The market opportunity is such that this company post-demerger, assuming it is approved, will likely enter the ASX 100 in a few years, and I'm keen to lead its governance transition through that journey while retaining the entrepreneurial spirit that has built so much value for shareholders over the past 25 years. So I'd certainly seek your support as I seek reappointment. Back to you, Don.

Thank you, Roger. The proxy votes received are shown on the screen. Are there any questions on this resolution from shareholders or proxy holders attending in person? Yes, Henry.

My question is that, Roger, you've been on the Board for 11 years and Don, you've been on the Board for 16 years. I'm just wondering what sort of succession plans you're putting in place? And the second question is about replacing the two Directors that have left the Board. What's the process for replacing them? And what sort of people are you looking for?

Now that's an excellent question.

So do you need to answer it, Roger, or...

Yes, I'll answer it.

And I'll answer for my part.

Yes, that's good. So I'll speak for the B2B business. Clearly, we're -- our Board numbers are slightly temporarily depleted. We are in market for another couple of Directors. We are close to appointing one and have our eyes on another, I would hope that by Christmas, Henry, we'll have a full complement and gender balance that we'll keep -- although I think will be a little more contemporary then what you see at the front table today. We are looking for financial skills. We're looking for remuneration skills. We're looking for people who have been at this for some time, do not have training wheels on. And of course, that will include people likely successes as well. Roger?

For my part as the incoming Chairman of Webjet Group Limited. We are certainly looking to add to our Director numbers. We have a candidate, who is likely to join the Board, gain a diversifying skill set of the existing Board members. And I'm actually delighted that I have two of the continuing Directors also on my Board. But I certainly don't intend to be here for any longer than more than a couple of years. So I can assure you that I will and surely done my time, I think. But equally, I think the company can benefit from having in both companies from people of both Roger and my own experience on the Boards during the transition period. Are there any other questions? Carolyn -- I will now put the motion to a vote as an ordinary resolution. Please lodge your vote for Resolution 2. Well, before I hand over back to Roger, I think on the proxy matters, I can reasonably say to [ this year], it will be reelected. So I congratulate Roger on his reelection as a Director. Thank you, Roger.

Thanks, Don. Very good. All right. Let's move to Resolution 3, which is the reelection of Denise McComish as a Director. Once again, 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 the Director's appointment or 3 years, whichever is longer. Denise retires at this AGM being eligible for reelection, will be seeking reelection as a Director today. The background is set out in the notice of meeting. However, I will now hand over to Denise, who will say a few words to sing for her supper.

Thanks, Roger. I was privileged to be appointed to the Board in 2021, and I also hold the roles of Chair of the Audit Committee, and I'm a member of the Risk Committee. My executive background was a 30-year partner with KPMG, specializing in audit and advisory services, and I worked closely with major companies in many industries and on a global basis. I also bring diverse experience gained from other Board roles as a Non-Executive Director. And I regulate as Chair of Audit and Risk Committees. My current Boards include companies in mining and mining services and construction, in electricity generation and retail and in mental health. I'm also a member of the Australian Takeovers Panel. I serve on the WA division Council of the AICD and Chair of the University School Advisory Board. I joined the Webjet Board in 2021. The year after the start of COVID-19 and after the emergency fundraising that Roger mentioned. And I've really witnessed the resilience and vision that the team has shown. Webjet has emerged stronger than ever and it's embarking on its next successful growth phase, potentially as two distinct businesses on the completion of the proposed demerger. So today, I am seeking reelection for a 3-year term. And my financial audit, risk and governance expertise and my corporate experience in strategy, M&A and international operations, I think, are all very relevant to Webjet. And I believe this makes me well placed to support Webjet's Board and management team and serve our shareholders and other key stakeholders while at the same time, helping set the long-term governance, viability and sustainability of the company. So I would appreciate your support for my reappointment.

Thank you, Denise. The proxy votes received are now shown on the screen behind us. Could I ask if there are any questions on this resolution from share or proxy holders attending in person? Carolyn, anything online? All right. Well, I will now put the motion to vote as an ordinary resolution. If you could now vote for Resolution 3 and this I said a minute ago, it looks entirely likely that Denise will be reelected, congratulations. And I think, I already lost because you beat me about 5%. So congratulations to Denise. Resolution 4 is the approval of the grant of rights to Managing Director, John Guscic. In fact, 362,812 performance rights. During FY '23, the Board conducted a pretty comprehensive review of fixed remuneration and incentive arrangements for all executive KMP with assistance from an independent remuneration consultant, Godfrey Remuneration Group. In particular, the review assessed the forward-looking remuneration arrangements for our Managing Director. On the 10th of May 2023, the Board announced a new ongoing service agreement with John, which included changes to the at-risk components of this package, particularly his LTI. Key changes, including moving to an annual grant price using the volume weighted average price or VWAP of the company's shares traded on the ASX in the 20 days after full year results. His entitlement to the LTI is also subject to performance conditions assessed over a 3-year performance period. Listing Rule 10.14 provides that 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, the Board seeks shareholder approval for the grant of 362,812 performance rights to John as part of his remuneration package applicable to FY '25. There are no changes made or proposed to fixed annual remuneration for FY '25. As disclosed in the demerger booklet on the 8th of August, the performance conditions for the grant of performance rights to John are determined on a business-as-usual basis and do not consider the impact of the demerger. If the demerger proceeds, the grant of performance rights contemplated by Resolution 4 not actually be made to John. Webjet's shareholder approval is separately being sort at the extraordinary general meeting on 17th September for a revised grant of FY '25 performance rights to John, which will be conditional on the demerger being implemented. The proxy votes received on resolution 4 are now show the screen behind us. And I'd like to ask if there are any questions on this resolution from share or proxy holders present today. Carolyn, anything online? All right. Thank you. I now put the motion to a vote as an ordinary resolution. Please lodge your vote for Resolution 4. Now do any shareholders or proxy holders have any final questions or comments on the resolutions to be voted on today, which have not been addressed. Carolyn, I feel like we're getting off too lately. No more questions from the floor. Well, that concludes our discussion on the formal items of business. In a couple of minutes, I will close voting. Please could you ensure that you've cast your vote on all 4 resolutions, and I'll now pause to allow you time to finalize those votes. But please note that for in-person attendees, need to complete your voting paper before putting it in one of the ballot boxes that will be circulated. And a reminder that you must indicate the manner in which your votes to be cast by marking the relevant box, printing a name at the bottom of the paper and signing the voting paper. If you've got -- if you have any difficulty completing your voting paper, please raise your hand and we'll share, come and assit you. And a final reminder for online attendees. Simply press the vote icon. We'll give it a couple of minutes. And can I just ask the Computershare team of all votes being collected.

Yes, I have.

Thanks, Nigel. Well, 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 shareholders for their continuing support. Once the votes have been counted, the results of the poll will be released to the ASX later today, will also be available on our website at webjetlimited.com. I thank shareholders, proxy holders and visitors for their attendance and now declare the meeting closed.