Perpetual Limited · ASX:PPT
Perpetual — Shareholder Meeting (October 2024)
94 slides from Perpetual's shareholder meeting presentation, Oct 17, 2024
Slide 1: Perpetual's 2024 Annual General Meeting
Perpetual Limited ABN 86 000 431 827 Angel Place, Level 18, 123 Pitt Street Sydney NSW 2000 Australia 17 October 2024 +61 9229 9000 perpetual.com.au ASX Limited ASX Market Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000 Via electronic lodgment Perpetual’s 2024 Annual General Me
Slide 2: Chairman's Address
Perpetual Limited Annual General Meeting 17th October 2024 Chairman’s Address Presented by Tony D’Aloisio Today I have a number of items to cover and will spend some time on these, including our results which typically the CEO would talk to but given the transition I will cover this today. Items I w
Slide 3: CEO Appointment and Transition
Scheme. Speaking on behalf of our management and staff, I know they are doing and remain committed to doing that work. Shortly, I will ask our newly appointed CEO and Managing Director, Bernard Reilly, to deliver his first address since joining the Group in September. We announced Bernard’s appointm
Slide 4: Our Results and FY24 Performance
Our Results and FY24 Performance Turning to the financial performance in FY24. Our results were announced on 29 August 2024 and are set out in the Annual Report. I will provide a brief summary to assist with questions you may have later in the meeting. In terms of headline numbers, you will see from
Slide 5: FY24 Performance and Outflows
• While expenses were up for the year as we fully integrated Pendal, the synergy achievement of A$80 million was completed seven months earlier than our original target. So by way of stocktake, these businesses are strategically in much better shape today than they were five years ago. In the case o
Slide 6: Simplification Program
Simplification program As announced at our FY24 Results, we outlined measures to reduce costs by an annual A$25 - A$35 million by the end of FY26 as an outcome of both the Scheme transaction, which separates Corporate Trust and Wealth Management, as well as becoming a simplified pure- play asset man
Slide 7: Industry Pressures and Goodwill Impairment
These factors include increasing allocations to passive, insourcing by major pension funds, increasing regulatory costs and the impact of AI. These pressures are also impacting many of our major competitors however with geographic, channel and style diversification, the business is now better positi
Slide 8: Debt and Balance Sheet Position
requirements of the Pendal integration and the separation of Wealth Management and Corporate Trust as part of the Strategic Review. The balance sheet as at 30 June 2024 remains robust despite the impact of US currency movements and the impairment charge. Following debt repayments over the year, our
Slide 9: Shareholder Returns from the Scheme
Shareholders are expected to receive cash proceeds from the transaction. When presenting our results we gave an indicative range of $8.38 to $9.82 based on the information available at that time and subject to the assumptions we set out there. Further work is going on and the information on the expe
Slide 10: Steps to Scheme Completion
Steps to Scheme completion We have outlined that there are a number of steps to be completed before shareholders would be asked to vote. The key ones are as follows: • Confirming the cash distribution to shareholders; • An independent expert’s report for shareholders; • A Scheme booklet drawing toge
Slide 11: Strategic Review and Conglomerate Discount
shareholders it was quite apparent that a number saw a conglomerate discount in Perpetual’s share price. That is, Corporate Trust and Wealth Management were not being properly factored into the share price and, separation of those businesses was seen as a way of unlocking value for shareholders whil
Slide 12: KKR Offer and Valuation
affiliate of KKR, a global private investment firm, who would acquire the Wealth Management and Corporate Trust businesses for A$2.175 billion via the Scheme. The A$2.175 billion offered by KKR for Corporate Trust and Wealth Management represented an attractive valuation of 13.7x the prior twelve-mo
Slide 13: Brand and Separation Matters
• the brand will go with the separation and while the brand will move from public to private hands, it will continue to be used by Corporate Trust and Wealth Management; • the price included negotiated value for the brand; and • our Australian Equities business would have the continued use of the Pe
Slide 14: Board Changes and Director Retirement
Director of the Board. Phil is UK based and brings a deep understanding of the asset management sector and distribution, having served in several executive roles in large global asset management businesses over a 35-year period in the industry. • In May 2024, we announced the appointment of Non-exec
Slide 15: Board Succession and Appointments
itself that Paul is and will be independent and free of any bias, interest or position that might influence his capacity to bring an independent judgment to the Board and to his role as Chair of the Audit, Risk and Compliance Committee • Fiona Trafford-Walker will assume the role of Chair of the Peo
Slide 16: Remuneration Report Feedback
comments on the voting on our remuneration report which Nancy Fox will talk more about later in the meeting. Following extensive engagement with shareholders, a significant number will vote against the report this year. This means that at this stage, we will face a First Strike against our remunerat
Slide 17: Sustainability Report
Sustainability report Lastly, while it has been a year of significant change for the Group, we continued to focus on delivering on our sustainability commitments. We released our sustainability report for the year in September. I encourage shareholders to read it. We have progressed many of our comm
Slide 18: Hand Over to Bern
I will now hand over to Bern for his address. [END] 17
Slide 19: CEO and Managing Director Address
PPT FY24 Annual General Meeting CEO and Managing Director, Mr Bernard Reilly 17 October 2024 Thank you, Tony and good morning, everyone. It is a great pleasure to be addressing you today as your CEO and Managing Director at my first Perpetual AGM. Even in the currently challenging environment, I am
Slide 20: Initial Observations and Actions
I’d like to share with you my initial observations: • Perpetual has high quality asset management boutiques with excellent investment capabilities. • We have strong talent in all areas across the business, and they are positive about the future. • We have a diverse client base across large sophistic
Slide 21: Immediate Priorities
Immediate Priorities I have two clear immediate priorities: 1) Progress a successful separation of Wealth Management and Corporate Trust businesses subject to shareholder vote; and, 2) Ensure Asset Management is set up for success as a standalone business. In Asset Management, my priorities are to:
Slide 22: Global Multi-Boutique Asset Management
strength and global distribution with the agility and personalisation of a boutique. Today and in the future, asset owners are awarding mandates to boutique managers who are nimble and able to deliver strong alpha. I believe we have all of the right ingredients to be that. Turning to the next slide.
Slide 23: Quarterly Performance Update
Across the asset management boutiques, investment performance has improved since last quarter, with 71% of strategies outperforming their benchmark over a three-year period to 30 September 20241. This strong investment performance confirms my view that we have excellent capabilities across our busin
Slide 24: People and Remuneration Committee Chair
PPT 2024 Annual General Meeting 17 October 2024 People and Remuneration Committee Chairman Nancy Fox Good morning. As Chair of the People and Remuneration Committee (PARC), I present to you today our remuneration report for the 2024 financial year. Before I discuss the report in more detail, I would
Slide 25: FY24 Transformation and Growth
As Tony and Bernard have already highlighted, FY24 was a significant year of organisational transformation, uncertainty and change for Perpetual with the completed integration of Pendal Group, the Strategic Review and the Scheme Implementation Deed with KKR to acquire our Corporate Trust and Wealth
Slide 26: FY24 Remuneration Context
It is clear that FY24 was an unprecedented year for Perpetual. In determining the arrangements established in FY24, the Board weighed up the following: - The significant program of transformation change and uncertainty - The work required to complete the Strategic Review and maximise value for share
Slide 27: Executive Retention and Incentives
The Board believed leadership instability at this time was a significant risk and that our duty was to implement these initiatives which were critical to ensure stability in leadership for both employees and prospective counterparties, and to execute on complex process and system changes arising fro
Slide 28: Separation Details for Departing CEO
Separation details for departing CEO and Managing Director On 8 May 2024, alongside the conclusion of the Board’s Strategic Review we announced that the Group CEO and Managing Director, Rob Adams would leave the business after an orderly transition and completion of the Transaction. Rob Adams served
Slide 29: Board Committees and Changes
remuneration and includes a change in incentive mix with an emphasis on long-term incentives. Changes to Board composition and fees in FY24 Tony has outlined the changes to the Board earlier. During the year and in recognition of the increased oversight requirements required of the Board during a pe
Slide 30: PARC Chair Retirement
arrangements put in place in FY24. We will ensure a thorough review is undertaken to ensure these arrangements balance the shareholder experience while supporting the business to execute on its strategic ambitions. Finally, in accordance with Perpetual’s Board rotation policy, today I’ll be retiring
Slide 31: Annual General Meeting
Perpetual Limited (ASX:PPT) 2024 Annual General Meeting Thursday 17 October 2024
Slide 32: Disclaimer
Disclaimer This presentation is in summary form and is not necessarily complete. It should be read together with Perpetual Limited’s (Perpetual) consolidated financial statements and other announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au . The prese
Slide 33: Mr Tony D'Aloisio AM
Mr Tony D’Aloisio AM Chairman Perpetual Limited - AGM - 2024
Slide 34: Perpetual Group Board
Perpetual Group Board Fiona Trafford-Walker Independent Director Appointed December 2019 Perpetual Limited - AGM - 2024 4
Slide 35: Mr Tony D'Aloisio AM
Mr Tony D’Aloisio AM Chairman Perpetual Limited - AGM - 2024
Slide 36: KPMG Partners
Brendan Twining Caoimhe Toouli Partner Partner Audit, Assurance & Risk Consulting Audit, Assurance & Risk Consulting KPMG KPMG Perpetual Limited - AGM - 2024 6
Slide 37: Today's Agenda
Today’s Agenda Presentation of FY24 Financial Statements and Reports Adoption of the Remuneration Report for FY24 Re-appointment of Ms Mona Aboelnaga Kanaan as Non-executive Director Re-appointment of Mr Philip Wagstaff as Non-executive Director Re-appointment of Mr Paul Ruiz as Non-executive Direct
Slide 38: Mr Tony D'Aloisio AM
Mr Tony D’Aloisio AM Chairman Perpetual Limited - AGM - 2024
Slide 39: Voting is now open
Voting is now open Voting will close five minutes after close of meeting 9
Slide 40: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 41: Asking a question online
Asking a question online Asking a question by phone Only Shareholders and Proxyholders Mute your webcast. Click on 'Ask a Question' are able to ask questions and then 'Go to Web Phone' ? Ask a Question A pop up box will appear with a microphone 1 Click on ‘Ask a Question’ test. Select Start Call and
Slide 42: Chairman's address
Mr Tony D’Aloisio AM Chairman’s address Perpetual Limited - AGM - 2024
Slide 43: Chairman's Address - Agenda
Chairman’s Address - Agenda 1. FY24 Results in review 2. Scheme of Arrangement with KKR 3. Board changes 4. Remuneration Report 13
Slide 44: FY24 results summary
FY24 results summary Headline results FY24 FY23 FY24 v FY23 Operating revenue ($m)1 1,335.0 1,013.8 32% Underlying profit after tax (UPAT)2 ($m) 206.1 163.2 26% Statutory (loss)/profit after tax ($m) (472.2) 59.0 Large5 Dividends (cps)3 118.0 155.0 (24%) Diluted earnings per share (EPS)4 on UPAT (cp
Slide 45: A simplified, focused business
A simplified, focused business supported by a strong balance sheet Simplification program to build a more efficient operating structure A simplification program underway to deliver reduction in costs Key simplification focus areas of the program: estimated between $25 - $35 million1 p.a. before tax,
Slide 46: Balance sheet and dividends
Balance sheet and dividends Dividends Balance Sheet 30 June 30 June FY24 v For the period Final dividend of 53 cps declared 20241 $m 20231,2 $m FY23 (%) • Final dividend of 53 cps declared, 50% franked, paid to Cash 221.3 263.2 (16) shareholders on 4 October 2024 Liquid investments (FVTPL) 381.7 291
Slide 47: Chairman's Address - Agenda
Chairman’s Address - Agenda 1. FY24 Results in review 2. Scheme of Arrangement with KKR 3. Board changes 4. Remuneration Report 17
Slide 48: Steps to Scheme Completion
Steps to Scheme Completion • Confirming the cash distribution to shareholders • An Independent Expert’s Report for shareholders • A Scheme Booklet with relevant information for shareholders • Regulatory approvals including from FIRB, ASIC and relevant overseas regulators • Shareholder vote • Court a
Slide 49: A diversified multi-boutique asset management business
A diversified multi-boutique asset management business 20
Slide 50: Board changes
Board changes Renewed Board with significant expertise across key disciplines • Board to reduce from ten directors to seven directors • New CEO, Bernard Reilly, appointed in August 2024 • Non-executive Director, Kathryn Matthews, replaced by Phil Wagstaff who joined in November 2023 • Non-executive
Slide 51: Chairman's Address - Agenda
Chairman’s Address - Agenda 1. FY24 Results in review 2. Scheme of Arrangement with KKR 3. Board changes 4. Remuneration Report 22
Slide 52: Chairman's address
Mr Tony D’Aloisio AM Chairman’s address Perpetual Limited - AGM - 2024
Slide 53: Mr Bernard Reilly
Mr Bernard Reilly CEO’s address Perpetual Limited - AGM - 2024
Slide 54: Initial observations and actions
Initial observations and actions A high-quality business with solid foundations ✓ Quality boutiques with excellent investment capabilities ✓ Strong talent across the business who are positive about the future ✓ Good diversity of clients in the Australian market and high-quality sophisticated global
Slide 55: Immediate priorities for Asset Management
Immediate priorities for Asset Management Focused on establishing Asset Management as a successful, standalone business Confirm future Right size the Refresh the Develop a turnaround 1 2 3 distribution 4 strategy for J O operating model cost base strategy Hambro Vision is to be a leading multi-bouti
Slide 56: Standalone Asset Management Business
A global, multi-boutique, debt-free standalone Asset Management business with $222.3 billion in AUM1 Strong presence across all major markets globally With a high-quality operating platform UK and Europe $222b Reflecting a large base to drive scale benefits in AUM1 Americas $22b1 10% of total $129b1
Slide 57: Q1 FY25 summary
Q1 FY25 summary1 Asset Management AUM was A$222.3 billion2, 3% higher than the prior quarter • Asset Management AUM up 3% supported by stronger equity Asset Management AUM ($b)2 markets and net inflows, a material improvement on the prior 12.7 222.3 quarter 215.0 0.4 (5.8 • Improvement in investment
Slide 58: Mr Tony D'Aloisio AM
Mr Tony D’Aloisio AM Chairman Perpetual Limited - AGM - 2024
Slide 59: Financial statements and reports
Financial statements and reports Perpetual Limited - AGM - 2024
Slide 60: Asking a question online
Asking a question online Asking a question by phone Only Shareholders and Proxyholders Mute your webcast. Click on 'Ask a Question' are able to ask questions and then 'Go to Web Phone' ? Ask a Question A pop up box will appear with a microphone 1 Click on ‘Ask a Question’ test. Select Start Call and
Slide 61: Mr Tony D'Aloisio AM
Mr Tony D’Aloisio AM Chairman Perpetual Limited - AGM - 2024
Slide 62: Resolution 1: Remuneration Report
Resolution 1: Remuneration Report To adopt the Remuneration Report for the financial year ended 30 June 2024. Note: Perpetual’s key management personnel, named in the Company’s 2024 Remuneration Report, or their closely related parties, cannot vote on this resolution either in their own capacity or
Slide 63: Ms Nancy Fox AM
Ms Nancy Fox AM Chairman, People and Remuneration Committee Perpetual Limited - AGM - 2024
Slide 64: Resolution 1: Remuneration Report
Resolution 1: Remuneration Report To adopt the Remuneration Report for the financial year ended 30 June 2024. Note: Perpetual’s key management personnel, named in the Company’s 2024 Remuneration Report, or their closely related parties, cannot vote on this resolution either in their own capacity or
Slide 65: Resolution 1 Proxy Results
Resolution 1: Remuneration Report Valid proxies received For 5,498,543 Open 691,476 Against 45,901,635 Abstain 242,325 Perpetual Limited - AGM - 2024 36
Slide 66: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 67: Resolution 2: Re-appointment of Ms Mona Aboelnaga Kanaan
Resolution 2: Re-appointment of Ms Mona Aboelnaga Kanaan That Ms Mona Aboelnaga Kanaan, retiring as a Director of the Company in accordance with clause 20.9.1 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance w
Slide 68: Ms Mona Aboelnaga Kanaan
Ms Mona Aboelnaga Kanaan Non-executive Director Perpetual Limited - AGM - 2024
Slide 69: Resolution 2: Re-appointment of Ms Mona Aboelnaga Kanaan
Resolution 2: Re-appointment of Ms Mona Aboelnaga Kanaan That Ms Mona Aboelnaga Kanaan, retiring as a Director of the Company in accordance with clause 20.9.1 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance w
Slide 70: Resolution 2 Proxy Results
Resolution 2: Re-appointment of Ms Mona Aboelnaga Kanaan Valid proxies received For 42,532,468 Open 707,066 Against 9,019,350 Abstain 136,472 Perpetual Limited - AGM - 2024 41
Slide 71: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 72: Resolution 3: Re-appointment of Mr Philip Wagstaff
Resolution 3: Re-appointment of Mr Philip Wagstaff That Mr Philip Wagstaff, having been appointed as a Director of the Company in accordance with clause 20.9.2 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance
Slide 73: Mr Philip Wagstaff
Mr Philip Wagstaff Non-executive Director Perpetual Limited - AGM - 2024
Slide 74: Resolution 3: Re-appointment of Mr Philip Wagstaff
Resolution 3: Re-appointment of Mr Philip Wagstaff That Mr Philip Wagstaff, having been appointed as a Director of the Company in accordance with clause 20.9.2 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance
Slide 75: Resolution 3 Proxy Results
Resolution 3: Re-appointment of Mr Philip Wagstaff Valid proxies received For 48,215,576 Open 711,668 Against 3,313,507 Abstain 154,605 Perpetual Limited - AGM - 2024 46
Slide 76: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 77: Resolution 4: Re-appointment of Mr Paul Ruiz
Resolution 4: Re-appointment of Mr Paul Ruiz That Mr Paul Ruiz, having been appointed as a Director of the Company in accordance with clause 20.9.2 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance with clauses
Slide 78: Mr Paul Ruiz
Mr Paul Ruiz Non-executive Director Perpetual Limited - AGM - 2024
Slide 79: Resolution 4: Re-appointment of Mr Paul Ruiz
Resolution 4: Re-appointment of Mr Paul Ruiz That Mr Paul Ruiz, having been appointed as a Director of the Company in accordance with clause 20.9.2 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance with clauses
Slide 80: Resolution 4 Proxy Results
Resolution 4: Re-appointment of Mr Paul Ruiz Valid proxies received For 45,041,985 Open 713,371 Against 6,462,417 Abstain 177,124 Perpetual Limited - AGM - 2024 51
Slide 81: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 82: Resolution 5: Election of Mr Rodney Forrest
Resolution 5: Election of Non-Board Endorsed Candidate Mr Rodney Forrest That Mr Rodney Forrest, having nominated himself for election as a Director in accordance with clause 20.3 of the Company’s Constitution and who has consented to stand for appointment, be elected as a Director of the Company in
Slide 83: Mr Rodney Forrest
Mr Rodney Forrest Perpetual Limited - AGM - 2024
Slide 84: Resolution 5: Election of Mr Rodney Forrest
Resolution 5: Election of Non-Board Endorsed Candidate Mr Rodney Forrest That Mr Rodney Forrest, having nominated himself for election as a Director in accordance with clause 20.3 of the Company’s Constitution and who has consented to stand for appointment, be elected as a Director of the Company in
Slide 85: Resolution 5 Proxy Results
Resolution 5: Election of Non-Board Endorsed Candidate Mr Rodney Forrest Valid proxies received For 2,259,268 Open 13,098,173 Against 36,745,940 Abstain 291,975 Perpetual Limited - AGM - 2024 56
Slide 86: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 87: Resolution 6: Hurdled Equity Grant
Resolution 6: Approval of the hurdled equity grant to the new CEO and Managing Director That approval is given for all purposes, including ASX Listing Rule 10.14, for the issue of performance rights to Mr Bernard Reilly on the terms described in the Explanatory Memorandum accompanying the Notice of
Slide 88: Resolution 6 Proxy Results
Resolution 6: Approval of the hurdled equity grant to the new CEO and Managing Director Valid proxies received For 48,053,108 Open 1,917,177 Against 2,257,074 Abstain 167,997 Perpetual Limited - AGM - 2024 59
Slide 89: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 90: Resolution 7: Proportional Takeover Provisions
Resolution 7: Renewal of Proportional Takeover Provisions That the proportional takeover provisions contained in clause 11.9 and Schedule 2 of the Company’s Constitution be renewed for a further period of three years, commencing from the date of this Annual General Meeting. Perpetual Limited - AGM -
Slide 91: Resolution 7 Proxy Results
Resolution 7: Renewal of Proportional Takeover Provisions Valid proxies received For 49,288,480 Open 1,937,753 Against 902,327 Abstain 266,796 Perpetual Limited - AGM - 2024 62
Slide 92: How to vote online
How to vote online Click ‘Get a Voting Card’ Enter your SRN/HIN or Fill out your voting card 1 (top and bottom of platform) 2 Proxy Number and Postcode 3 for each item of business Click ‘Submit Detail and Vote’ Click ‘Submit Vote’ Get a Voting Card Need help? Call 1800 990 363 Perpetual Limited - AG
Slide 93: Questions
Questions Update image
Slide 94: Thank you
Thank you Update image