Zip Co Limited (ZIP) Earnings Call Transcript & Summary
November 6, 2024
Earnings Call Speaker Segments
Diane Smith-Gander
executiveGood morning. Welcome to the Annual General Meeting for Zip Co Limited. My name is Diane Smith-Gander, and I am the Chair of the Zip Board and of today's meeting. It is now 10 a.m. And as there is a quorum present, I declare the meeting open and confirm that the AGM has been properly constituted. I'm joining you today from Sydney. I'd like to begin by acknowledging the traditional custodians of the land, the Gadigal people of the Eora Nation. I acknowledge and respect their continuing culture and the contribution they make to the life of this city and region. I pay my respects to their elders past and present. As you are joining this meeting virtually and many from other parts of the country, I also pay my respects to the traditional owners of the lands on which you are participating from. I thank shareholders, proxies and guests for joining us via the virtual meeting platform. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies can ask questions and submit votes. In opening the meeting, I would like to introduce my fellow Board members and the Zip management team who are attending, including Matthew Schuyler, our most recently appointed Non-Executive Director, who joins us from the United States. With me in Sydney are Meredith Scott, a Non-Executive Director; John Batistich, a Non-Executive Director; Cynthia Scott, our Managing Director and Group Chief Executive Officer; Larry Diamond, Executive Director and Chairman of Zip Co U.S.; and Kevin Moss, a Non-Executive Director. From the executive team, I am joined by Peter Gray, CEO of our ANZ business; Joe Heck, CEO of the U.S. business; Gordon Bell, our Group Chief Financial Officer; and Linda Lu, our Chief Legal and Risk Officer. And also in attendance is our General Counsel for Australia and New Zealand and Company Secretary, Sarah Brown; and a representative from Computershare Investor Services, Chris Dedrick; Jason Thorne, our lead audit partner; and Nihaad Mohammed from Deloitte Touche Tomatsu, who will also be available to answer any questions on the audit, Zip's accounting policies, the auditor's report and independence. The agenda for today's meeting is as follows: I will provide the Chair's address. I will then hand over to Cynthia Scott, who will provide the Group CEO and Managing Director's address. We will then go through the formal items of business included within the Notice of Meeting, including conducting a poll on all resolutions. Following the formal part of today's AGM, we will close the meeting. And finally, the results of the poll will be released to the ASX following the close of the meeting and once determined. We will have time allocated for questions during the meeting. I note that only registered shareholders and proxy holders will be able to ask questions using the online platform. Our Company Secretary, Sarah Brown, will now run us through the question process.
Sarah Brown
executiveThank you, Diane. Shareholders, proxy holders and corporate representatives can submit questions at any time during the meeting. [Operator Instructions] Please note that whilst you can submit questions from now on, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, the questions may be combined. Finally, due to time constraints, we may not get to answer all of your questions, but we will seek to answer the most frequently asked questions from shareholders. Security holders, proxy holders and corporate representatives can vote on the items of business via the Computershare online platform. For those who are eligible to vote, when the Chair declares the poll open, a voting icon will appear on your screen. Selecting the icon will bring up the list of resolutions and voting options. You are free to submit your votes at any time. To cast your vote, select one of the options. There is no need to hit a submit button as the vote is automatically recorded. Please cast a vote for all resolutions. You will receive a vote confirmation notification on your screen. To change or cancel your vote, click the link titled click here to change your vote at any time until the poll is closed. A warning will be provided before the voting is closed at the end of the meeting. Now back to you, Diane, to provide the Chair's address.
Diane Smith-Gander
executiveThank you, Sarah. And as a reminder, voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will now open voting for all resolutions. Before we move to the formal part of the meeting, I will share some comments on Zip's performance for the financial year to 30 June 2024 and reflect on our key areas of focus as a Board. I'll then hand over to Cynthia Scott, Zip's Group CEO and Managing Director, for her remarks. In her first full financial year as Group CEO, Cynthia's leadership has been outstanding. Her clear strategic vision and decisive actions have engaged our team, directly contributing to our improved financial performance and operational excellence. It's been an outstanding year for Zip with the company solidifying its position in its 2 core markets and achieving several financial milestones, including record total transaction volume of $10.1 billion, robust revenue growth to $886 million and record group cash EBITDA profitability of $69 million. Our FY '24 results reflect the team's focus on financial discipline and execution of a highly targeted growth strategy. Pleasingly, business momentum has continued in the first quarter of financial year '25. Cynthia will talk to these results in more detail in her address. The exceptional performance of our Americas business is noteworthy. Our business has shown consistent growth as it continues to win the trust of all customers and merchants. Larry Diamond's tenacity in driving that strong U.S. performance defines the culture of Zip. During the year, Larry transitioned to the position of Chairman of our U.S. subsidiary, supporting our new U.S. CEO, Joe Heck, who joined the Zip team in July 2024. Larry, of course, remains a trusted member of our Board. In FY '24, significant progress was made to strengthen and simplify the company's financial position. During the year, receivables facilities in Australia, New Zealand and the Americas were refinanced at more favorable terms and all outstanding convertible notes were eliminated. After the financial year-end, an institutional equity raise of $217 million supported early repayment of Zip's existing corporate debt facility and associated exit fee and a share placement plan raised an additional $50 million. In line with Zip's simplification focus, the company also completed a small shareholder sale facility. Risk management remains a key focus for the Board. In FY '24, Zip invested in maintaining and enhancing the company's risk management practices to reflect the nature, size and complexity of Zip business. Key activities included continuing to refine our risk appetite statements to align with our strategy, completing a detailed review of our regional risk registers to better inform and validate our material risks and improving risk and compliance maturity across the business, including Zip's cyber and data security practices. As a Board, we remain alert to the regulatory environment in both our core markets. There have been regulatory developments in them during the past year, and Zip is well positioned as a result of our commitment to responsible lending and our current business practices. Your company has continued to expand the size and diversity of the Board in line with growth in core markets, appointing 2 U.S.-based directors. In May, we welcomed Kevin Moss, who brings valuable depth of experience in credit and risk, coupled with his understanding of the U.S. financial services and payment sectors. And in the last month, we welcome Matthew Schuyler, who brings extensive leadership experience in the areas of people and culture, brand leadership and business transformation. Both these appointments reflect our ongoing commitment to ensuring the Board has the appropriate skills, experience and diversity to effectively oversee Zip's growth opportunity. Later in the meeting, you will hear from Kevin and Matt, and I trust shareholders will join the Board today in supporting their election. John Batistich will retire from the Board at the conclusion of this meeting. John's commitment to Zip has been outstanding during his 6-year tenure as a director and for the 2 years prior to that as an adviser. John stewarded our Remuneration, People and Culture Committee and led the Cybersecurity Council, both critical to Zip's success. We wish him all the best for his future endeavors. As a financial technology company, we understand the challenges of financial inequality and recognize the importance of financial well-being and inclusion. We actively monitor customer financial well-being with reporting to the Board on measuring complaints, customer repayment behavior and hardship levels. We continue to prioritize responsible lending and helping customers manage their budgets and maintain their repayments. Through customer-centric innovation, we have built the foundation for responsible growth, creating value for you, our shareholders. We have a very talented group of Zipsters. I know they work hard and are committed to delivering on our refreshed purpose of unlocking financial potential together. Finally, thank you to all shareholders for your continued trust and support in Zip. The strong financial and operational foundations we have laid this year position us well for continued success. We look forward to building on our achievements and delivering long-term value for our shareholders. I'll now ask Cynthia to update us on the company's strategy, current performance and outlook.
Cynthia Scott
executiveThank you, Diane, and good morning, everyone. This morning, I'll provide a brief recap of our financial and operational performance for financial year 2024, an update on our first quarter trading and an overview of our strategic priorities for financial year 2025. FY '24 was a transformational year, Zip becoming a stronger, simplified and profitable company. The strength of our performance and continued momentum in FY '25 reinforces the significant opportunity we have to deliver exceptional experiences for our customers, merchants, partners and shareholders. Let me start by highlighting some of the key achievements delivered by your company in FY '24. Zip delivered 4 consecutive quarters of profitable growth, positive operating cash flows and achieved group cash EBITDA of $69 million. This was an improvement of $117.2 million from the prior year's loss. During the year, we continued to innovate and enhance our offering, introducing Zip Plus in Australia and piloting a new Pay in age product in the U.S., both have been well received by our customers. In strengthening our financial foundations, we took decisive action to simplify our operating structure, exit noncore assets and focus on our 2 core markets. These targeted actions have reduced our cost base and delivered significant operating leverage. We also materially strengthened our balance sheet by extinguishing all remaining convertible notes, clearing our corporate debt through a successful institutional equity placement and share purchase plan and refinancing our Australian and U.S. receivables funding at efficient pricing, providing headroom for growth. As a result, Zip is now a self-sustaining business with no corporate debt, sufficient capital and is generating free operating cash flows to support our growth opportunities. Over the last 12 months, we've also seen a material shift in the composition of Zip's share register, welcoming many new institutional investors. Our progress was recognized with Zip's elevation to the ASX 200 Index in July this year. Supporting our customers and people remains at the heart of what we do. We are committed to financial inclusion, responsible lending and doing the right thing by our customers. In FY '24, we piloted a financial literacy hub in the U.S. for our most engaged app customers. And in Australia, we enhanced our hardship application process. We remain focused on ensuring we have an engaged and diverse team. For FY '24, I'm proud to share that we achieved 96% participation in our staff engagement survey with overall engagement of 80%. Delivering our gender diversity targets is a priority for Zip with women representing 43% of our workforce and 50% of Zip's Board. In FY '25, our focus will be on improving the representation of women at leadership levels and across our technology teams in particular. As demonstrated by our first quarter results, Zip has continued to drive scale and operating leverage this financial year, with the team delivering a group cash EBITDA result of $31.7 million, up 233.7% versus the first quarter of FY '24. Our U.S. business continued to deliver outstanding growth with TTV up 42.8% and revenue up 43.9% versus the first quarter of FY '24, driven by ongoing engagement in higher-margin channels such as the app. In ANZ, the yield on receivables increased to 19.2%, driven by strategic portfolio management actions and excess spread expanded to 6.9%, a very strong result in the current high-interest rate environment. We recently refreshed our purpose to unlocking financial potential together, to better reflect Zip's strategic priorities and our growth opportunity. Our team is committed to fulfilling Zip's refreshed purpose and is aligned on our updated mission to bring exceptional experiences, innovation and partnership to every financial journey. Zip remains focused on delivering its FY '25 priorities of growth and engagement, product innovation and operational excellence. Before I close, I'd like to acknowledge some changes to our executive team over the last year. Firstly, we welcomed Gordon Bell as Group Chief Financial Officer in September 2023. Gordon's deep financial services and capital markets experience have proven to be invaluable as we execute on our strategy. Secondly, Alex Christie joined as our Chief People Officer in April 2024, reinforcing our commitment to driving strong people and culture experiences across Zip. And thirdly, as Diane mentioned, Joe Heck joined as our U.S. CEO in July, with Larry Diamond assuming the role of U.S. Chairman. Joe's significant experience in lending and credit, product and innovation make him a wonderful fit to lead our U.S. team on this next stage of Zip's journey. I'd like to recognize Larry for the significant contribution he has made in leading what has been an outstanding year for the U.S. business. Finally, last month, we welcomed Linda Lu as our Chief Legal and Risk Officer. Based in the U.S., Linda brings significant legal and regulatory expertise to Zip and will help drive our commitment to operational excellence. In closing, I want to thank our dedicated Zipsters for their focus and hard work this year, the leadership team for their diligence and tenacity in executing our strategy, the Board for their guidance and you, our shareholders, for your continued support. That's the end of my formal presentation. I will now hand back to Diane to go through the AGM's formal items of business, and I look forward to answering any shareholder questions later in the meeting.
Diane Smith-Gander
executiveThanks, Cynthia. We'll take any questions from shareholders on the Chair's address or Cynthia's Group CEO and Managing Director's address at the end of the meeting. Now we will move to the formal business as set out in the Notice of Meeting. First, tabling the minutes of the last Annual General Meeting held on the 9th of November 2023. If any shareholders wish to review these minutes, they are available for inspection. Please reach out to the Company Secretary. We now move to the formal business as set out in the Notice of Meeting. The Notice of General Meeting was released to the ASX on the 26th of September 2024 and copies provided to all registered members in accordance with their registered communication preferences. We will take the Notice of Meeting as read unless there are any objections. And I note that voting on all resolutions will be conducted by poll. Votes have been received, representing approximately 614.8 million shares or 47% of the issued capital of the company. Undirected proxies or open votes that have nominated the Chair as their proxy will be cast in favor of each resolution in the Notice of Meeting. You can change your vote up until the time I declare voting closed. I now appoint Chris Dedrick from Computershare as the returning officer of poll and remind you, voting is open on all items of business and that I will give you a warning before I move to close voting. The first item of business is to receive and to consider the annual financial report, the directors' report and the auditor's report for Zip and its consolidated entities for the financial year ended the 30th of June 2024. The annual financial report and the reports of the directors and the auditors are now laid before the meeting. There will be no vote on this item as this item is for discussion only. The company's auditor, Mr. Jason Thorne of Deloitte Touche Tomatsu is present to take questions relevant to the audit, Zip's accounting policies, the auditor's report and their independence. Now we have received a number of questions from shareholders in advance of today's AGM, and we will address these questions first. Sarah, can you please read the pre-lodged questions?
Sarah Brown
executiveYou received questions asking for the company's view on paying dividends or undertaking share buybacks in the future.
Diane Smith-Gander
executiveThanks, Sarah. Let me say at this point that Zip is growing very strongly, and we are pleased with and confident in our ability to fund our own growth. Your Board regularly assesses capital management options to generate the greatest value for shareholders over the long term. Later in the year, we do intend to provide more details about our capital management strategy. Now if you have further questions, we will address them in the time of questions at the end of the meeting. But now I ask, are there any questions or comments on Item 1?
Sarah Brown
executiveNo, Diane, we've received no questions on item 1.
Diane Smith-Gander
executiveSo, receiving no questions, we'll proceed to the resolution set out in the Notice of Annual General Meeting. Item 2 is as follows: to consider and if thought fit, to pass the following resolution as an ordinary resolution: to adopt the remuneration report for the financial year ended the 30th of June 2024 as set out in the directors' report in the annual financial report. Sarah, are there any questions on this resolution?
Sarah Brown
executiveNo, Diane, we haven't received any questions on this resolution.
Diane Smith-Gander
executiveThe proxies received in relation to this resolution are now shown on the screen. Sarah, can you confirm no further questions?
Sarah Brown
executiveThere are no further questions.
Diane Smith-Gander
executiveI will now put the motion. Shareholders can vote via the online portal. [Voting] And we will now proceed to Item 3, the election and reelection of directors. Item 3A is as follows: to consider and if thought fit, to pass the following resolution as an ordinary resolution that Kevin Moss, having been appointed as a director of the company effective 21 May 2024 in accordance with the company's constitution and being eligible, is elected as a director of the company. Kevin will now say a few words as to his experience and qualifications.
Kevin Moss
executiveThank you, Diane. I seek election as a director of the company at the AGM pursuant to Clause 22.5 of the company's constitution and for the purposes of Clause 22.6 of the constitution and ASX Listing Rule 14.4 and for all other purposes. I was appointed as a Non-Executive Director by the Board on the 21st of May of this year, and I'm delighted to be a candidate for election to the Zip Board. I'd like to take this opportunity to share some information about my professional background and the skills and experiences I bring to Zip. Zip's business model is unique and the company's focus on customer-centric innovation in the financial service and payment sectors resonates with me. I'm passionate about these sectors, having worked in them for almost 40 years. I have an extensive credit, fraud and risk experience background that I'd like to bring to my role as a Director of Zip. This includes 17 years in executive roles at Wells Fargo, including as Chief Risk Officer for the Consumer Lending Group and the Business Manager for the National Home Equity. More recently, I was the Chief Risk Officer for SoFi. I also bring close to 10 years of experience as an adviser with companies that provide risk management, lending and payment solutions. Both my executive and advisory experience complements and supports Zip's focus on strong risk management practices, responsible lending practices and operational excellence. I very much enjoyed the opportunity so far to contribute and work with the Zip team. I've seen firsthand the company's commitment to its values and delivering on its strategy. I'm excited by the opportunity to support Zip on its next stage of growth and with your support, would be privileged to work with the Board and management team to drive long-term shareholder value. Thank you for your consideration.
Diane Smith-Gander
executiveThanks, Kevin, and thanks very much for your contribution to Zip to date. The Board recommends with Kevin Moss abstaining that shareholders vote for Kevin's election. Sarah, any questions on this resolution?
Sarah Brown
executiveNo, Diane. No questions on this resolution.
Diane Smith-Gander
executiveWe will now display the proxies received in relation to this resolution on the screen. Sarah, still no questions?
Sarah Brown
executiveThere are no questions.
Diane Smith-Gander
executiveI will now put the motion. Shareholders can vote via the online portal, and we will now proceed to Item 3b. [Voting] Item 3b is as follows: to consider and if thought fit, to pass the following resolution as an ordinary resolution that Matthew W. Schuyler, having been appointed as a Director of the company effective the 7th of October 2024 in accordance with the company's constitution and being eligible, is elected as a director of the company. Matt will now say a few words as to his experience and qualifications.
Matthew W. Schuyler
executiveThank you, Diane. I seek election as a Director of the company at the AGM pursuant to Clause 22.5 of the company's constitution and for purposes of Clause 22.6 of the constitution and ASX Listing Rule 14.4 and for all other purposes. I was appointed as a Non-Executive Director by the Board effective 7 October, and I'm honored to be a candidate for election to the Zip Board. It's an exciting time in Zip's journey. The actions taken by Cynthia and the leadership team and my fellow Board members sees Zip strongly positioned for its future growth opportunity. I believe my insights into the U.S. consumer market and senior executive experience in brand building, business transformation, human resources and culture and customer experience enable me to make a meaningful and valuable contribution to Zip in its next stage of growth. Most recently, I served as Chief Brand Officer for Hilton Worldwide, and prior to that, served as Chief Administrative Officer and Chief Human Resources Officer at Hilton. Earlier in my career, I served as Chief Human Resources Officer and Head of Corporate Real Estate for Capital One and Senior Vice President of Human Resources for Cisco Systems. And before that, I was a partner at PricewaterhouseCoopers. I'm also Chair of the Board of Trustees of Penn State University, overseeing the governance of one of the largest universities in the United States. Throughout my career, I've been drawn to organizations that are values led. I feel a strong affinity with Zip's culture and mission to bring exceptional experiences, innovation and partnership to every financial journey. As you can see from my background, I'm passionate about delivering inclusive and engaging customer experiences and workplaces where employees can thrive. With your support for my election, I work hard to make a valuable contribution for you, our shareholders, our customers, merchants and the Zip team.
Diane Smith-Gander
executiveThank you, Matt, for joining the Board at Zip, and we look forward to your contributions. The Board recommends with Matthew Schuyler abstaining that shareholders vote for Matthew's election. Sarah, have we received any questions on this resolution?
Sarah Brown
executiveDiane, no questions on this resolution.
Diane Smith-Gander
executiveThe proxies that we have received in relation to this resolution are now shown on the screen. Any further questions?
Sarah Brown
executiveThere no further questions.
Diane Smith-Gander
executiveI now put the motion. Shareholders can vote via the online portal. [Voting] And we will now proceed to Item 3. As Item 3C relates to my reelection, I will now hand over the chairing of this meeting to my fellow director, John Batistich. Thank you, John.
John Batistich
executiveThank you, Diane. Item 3C is as follows: to consider and if thought fit, to pass the following resolution as an ordinary resolution that Diane Smith-Gander AO, who retires by rotation in accordance with the company's constitution and being eligible, be reelected as a director of the company. Diane will now say a few words as to her experience and qualifications.
Diane Smith-Gander
executiveThanks, John. I'm retiring by rotation in accordance with the requirements of the company's constitution and ASX Listing Rule 14.4. And as I am eligible, seek reelection as a Non-Executive Director of the company at the AGM pursuant to Clause 22.5 of the constitution and for the purposes of clause 22.10 of the constitution and for all other purposes. It has been a privilege serving as Chair of the Zip Board for the past 3.5 years. The company has undergone significant change and transformation during that period, including pivoting its strategy in response to changing market conditions. I am proud of how the team has navigated this journey. Their hard work and resilience has seen Zip successfully deliver on its simplified strategy and become a stronger business, well positioned for future growth. Zip continues to be a dynamic and values-driven organization, and I remain committed to driving long-term value for you, our shareholders and all Zip stakeholders. I bring to Zip my diverse experiences as a director and former senior executive across a range of sectors. I am the Chair of Perenti Limited, HBF Health Limited and the outgoing Chair of the Committee for the Economic Development of Australia. I'm also the Chancellor elect for the University of Western Australia and a past President and current member of Chief Executive Women. My executive and Non-Executive career has provided me with unique skills and insights on a wide range of issues, including corporate governance, risk, business transformation and culture. Zip is a remarkable company. And with your support, I look forward to the opportunity to support the company's next stage of growth and opportunity. And John Batistich, thank you so much for your personal support of me over the time I've been on the Board. I cannot help but say this in this your last meeting in Zip.
John Batistich
executiveThank you, Diane, for your continued commitment and extraordinary stewardship of Zip. Board recommends with Diane Smith-Gander abstaining that shareholders vote for Diane's reelection. Sarah, are there any questions on this resolution?
Sarah Brown
executiveJohn, we haven't received any questions on this resolution.
John Batistich
executiveThe proxies received in relation to this resolution are on the screen now. I now put the motion. Shareholders can vote via the online portal. [Voting] Before I hand back to the Chair, as Diane mentioned, this is my last meeting with Zip as I retire at this AGM. And I would like to humbly thank our shareholders for their support and investment, our founders, Larry Diamond, Peter Gray for their vision, our entire Zipters right around the globe for their hard work, diligence and commitment, our global executive team led by Cynthia Scott for their leadership and my fellow directors led incredibly by our Chair, Diane Smith-Gander, for their guidance and oversight of Zip. I'm grateful for the opportunity to have served the company and the shareholders and wish Zip every success in the future. I'll now hand back to chairing the meeting to Diane Smith-Gander.
Diane Smith-Gander
executiveThank you very much, John. We will now proceed to Item 4. As Item 4 relates to the issue of restricted rights to eligible non-executive directors, including myself, I will now hand over to Cynthia Scott to Chair the meeting for this item. As an Executive Director, Cynthia is not eligible to receive securities under the Zip Co Limited NED equity plan.
Cynthia Scott
executiveThank you, Dan. Item 4 is as follows: to consider and if thought fit, to pass the following as an ordinary resolution, that approval is given for purposes of ASX Listing Rule 10.14 and all other purposes for the issue of restricted rights to non-executive directors of the company in office from time to time under the Zip Code NED equity plan for the next 3 years commencing on the day this resolution is passed. If you wish to discuss this resolution, please submit your questions. Sarah, are there any questions on this item?
Sarah Brown
executiveCynthia, we've received no questions on this item.
Cynthia Scott
executiveThe proxies received in relation to this resolution are on the screen.
Sarah Brown
executiveThere are no further questions, Cynthia.
Cynthia Scott
executiveI will now put the motion. Shareholders can vote via the online portal. [Voting] I'll now return the Chair of this meeting to Diane before we proceed to the next agenda item.
Diane Smith-Gander
executiveThanks, Cynthia. We will now proceed to Item 5a. Item 5a is as follows: to consider and if thought fit, to pass the following as an ordinary resolution, that approval is given for the purposes of ASX Listing Rule 10.14 and all other purposes for the issue of 238,278 short-term variable reward shares to Cynthia Scott, a Director of the company under the equity incentive plan. Sarah, have we received any questions on this resolution?
Sarah Brown
executiveNo, there are no questions on this resolution.
Diane Smith-Gander
executiveSo, continuing a trend, the proxies received in relation to this resolution are shown on the screen. Anything further?
Sarah Brown
executiveThere are no further questions.
Diane Smith-Gander
executiveAll right. I will now put the motion. Shareholders can vote via the online portal, and we will proceed to Item 5B. [Voting] Item 5b is as follows: to consider and if thought fit, to pass the following as an ordinary resolution. that approval is given for the purposes of ASX Listing Rule 10.14 and all other purposes for the issue of 164,263 short-term variable reward shares to Larry Diamond, a Director of the company, under the equity incentive plan. Sarah, are you seeing any questions on this resolution?
Sarah Brown
executiveNo questions on this resolution, Diane.
Diane Smith-Gander
executiveWe will show the proxies received in relation to this resolution on the screen now. Any further questions?
Sarah Brown
executiveConfirming no questions.
Diane Smith-Gander
executiveAll right. I will now put the motion and shareholders can vote via the online portal. [Voting] We will proceed to Item 6. Item 6 is as follows: to consider and if thought fit, to pass the following as an ordinary resolution, that approval is given for the purposes of ASX Listing Rule 10.14, Section 200B of the Corporations Act and all other purposes for the issue of 736,329 LTVR performance rights to Cynthia Scott, a Director of the company, under the equity incentive plan. Sarah, are you seeing any questions on this resolution?
Sarah Brown
executiveNo, Diane. No questions on this resolution.
Diane Smith-Gander
executiveWe will show the proxies received in relation to this resolution on the screen now. Anything further?
Sarah Brown
executiveConfirming no questions.
Diane Smith-Gander
executiveI now put the motion and shareholders, as usual, can vote via the online portal. [Voting] We will proceed to Item 7. Item 7 is as follows: to consider and if thought fit, to pass the following as a special resolution. that for the purposes of Section 136(2) and 648G(4) of the Corporations Act and for all other purposes, the proportional takeover provisions in clause 13.6 of the company's constitution be renewed for a period of 3 years commencing on the day this resolution is passed. As a special resolution, this item can only be passed if at least 75% of the total votes cast by shareholders entitled to vote on this resolution are voted in its favor. Sarah, have we received any questions on this resolution?
Sarah Brown
executiveThere are no questions on this resolution.
Diane Smith-Gander
executiveThe proxies received in relation to the resolution are on the screen now. And are there any further questions on the resolution?
Sarah Brown
executiveConfirming no questions.
Diane Smith-Gander
executiveI will now put the motion. Shareholders, please vote via the online portal. [Voting] That concludes the resolutions to be voted on today. Could all shareholders voting online, please ensure you have submitted your votes. And I will now pause to allow you time to finalize those votes. Thank you, everyone. Voting is now declared closed. The voting results from this meeting will be released to the ASX later today. I will now ask if there is any other business that can lawfully be brought forward. As that concludes all business items of the meeting, we will now address any questions from shareholders, and I will then close the meeting. Sarah, are there any further questions from shareholders?
Sarah Brown
executiveThere are no questions.
Diane Smith-Gander
executiveAll right. Thank you very much. Given that there are no questions, and I will thank those shareholders who did put the questions lodged in advance, I will thank you all for your continued support of Zip and for your attendance today. And I declare the meeting closed at 10:38 Australian Eastern Time, and I will now ask Computershare to close the virtual meeting system. Thank you all.
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