Enero Group Limited · ASX:EGG
Enero — Shareholder Meeting (October 2023)
41 slides from Enero's shareholder meeting presentation, Oct 19, 2023
Slide 1: ENERO GROUP 2023 Annual General Meeting (AGM)
ENERO GROUP 2023 Annual General Meeting (AGM) 19 October 2023
Slide 2: Welcome
7 a WELCOME Ann Sherry AO enero
Slide 3: Enero's Board of Directors
Enero’s Board of Directors Ann Brent David Ian Anouk Louise Sherry AO Scrimshaw Brain Rowden Darling Higgins Independent CEO and Independent Independent Independent Independent Non-Executive Chair Executive Director Non-Executive Non-Executive Non-Executive Non-Executive Director Director Director D
Slide 4: Questions
QUESTIONS PRIOR Questions addressed in prepared speeches. IN PERSON Shareholders in attendance will be able to ask questions during the course of the meeting. ONLINE Shareholders online may also submit a question via the chat function at the bottom of the zoom screen, please include which resolution
Slide 5: Voting
VOTING POLL Voting on all resolutions will be conducted by poll. Jonathan Kim of Automic Group will act as the Returning Officer. IN PERSON Shareholders in attendance will have received a yellow voting card. Raise the yellow voting card to assist the counting of votes. ONLINE Instructions on screen
Slide 6: Registration and Voting
Registration and Voting 1. Log in or register at: 2. Click view and register 3. Record your vote. Once https://investor.automic.com.au/#/home your attendance for the you confirm it is lodged and meeting final To contact support: Call 1300 816 159 PAGE 6
Slide 7: Agenda
AGENDA Chair Address Ann Sherry AO CEO Strategic Outlook and Trading Update Brent Scrimshaw Formal Business Financial Report, Directors’ Report and Auditor’s Report Resolution 1 – Remuneration Report Resolution 2 – Re-election of Ann Sherry Resolution 3 – Re-election of Anouk Darling Resolution 4 –
Slide 8: Chair Address
CHAIR ADDRESS Ann Sherry AO PAGE 8
Slide 9: FY23 Financial Results – Statutory
FY23 Financial Results – Statutory REVENUE1 EBITDA1 NET PROFIT2 $241.6 million $78.8 million $24.4 million +24.9% YoY +19.1% YoY -10.0% YoY FREE NET DIVIDEND CASH FLOW3 CASH PER SHARE $54.4 million $13 million 11.0 cents +29.8% YoY 1. Net revenue is gross revenue recognised in accordance with AASB 1
Slide 10: FY23 Financial Results – Economic Interest
1 FY23 Financial Results – Economic Interest REVENUE2 EBITDA2 NET PROFIT3 $197.8 million $46.8 million $24.4 million +19.9% YoY +4.8% YoY -10.0% YoY 1. Economic interest reflect 51% economic interest in OBMedia. 2. Net revenue is gross revenue recognised in accordance with AASB 15 less directly attr
Slide 11: Enero's investment case
Enero’s investment case Significant Delivering Portfolio Global Track record of OBM strategic growth shareholder approach offering transformation review potential returns • Deliberate strategic • Global blue-chip • FY20-23 Net • PR/Comms total • Repurchased • Appointed Citi Group framework in long-
Slide 12: Strategic Outlook
STRATEGIC OUTLOOK Brent Scrimshaw, CEO PAGE 12
Slide 13: Market is challenging, but with early signs of recovery
Market is challenging, but with early signs of recovery Clients are indicating Advertising spend is recovering signs of positivity “ CYQ2 search revenues: +5% vs [Revenue] improved for the first time in 6 quarters prior year … we view this as a positive indicator that private ” markets may have trou
Slide 14: We continue to win new blue-chip brands
We continue to win new blue-chip brands TECHNOLOGY HEALTHCARE CONSUMER PAGE 14
Slide 15: We continue to attract best-in-class talent
We continue to attract best-in-class talent Jeremy Lucas Tara McKenty Nathan Collier CEO, UK Chief Innovation Officer Chief Growth Officer Will Dimitar Grablev Hutchinson CTO Chief Financial & Strategy Officer Melissa Cullen Gustavo Toran MD, APAC VP, Audience Comms Lonne Snijkers Development Group
Slide 16: Our strategic intent
Our strategic intent Operate in long-term growth industries where deep industry knowledge enables competitive differentiation Offer clients modern marketing services that reflect their evolving needs Support clients in markets of strategic importance and scale PAGE 16
Slide 17: Enero's corporate strategy
Enero’s corporate strategy A CREATIVE TECHNOLOGY COMPANY A globally integrated … of the most modern … specialising in the offering… marketing services … verticals that count Build deep expertise in Develop end-to-end offerings with Known as the go-to specialists in Digital and Data, simple engagemen
Slide 18: Strategy in practice: the evolution of Hotwire
Strategy in practice: the evolution of Hotwire A repeatable and scalable strategy in other growth verticals (i.e., Traditional PR agency Transatlantic Tech PR Scaled Tech PR Global communications Health) working in powerhouse, serving business, testing the consultancy, with a London and EU major glo
Slide 19: Enero's businesses are embracing AI
Enero’s businesses are embracing AI Our AI Content creation Data + analytics Strategic insight opportunities: • Enhanced campaign • OBM data optimisation • Using AI to accelerate creation strategic research • Using AI tools to enhance • AI tech in new data product • AI to delivering strategic projec
Slide 20: AI driving outcomes for clients
AI driving outcomes for clients Transformational data + analytics for Indeed Delivering strategic insight for HPE THE CHALLENGE THE CHALLENGE • Indeed needed to improve the visibility back • HPE was looking for innovative ways to to its business of the results and impact of deliver strategic insight
Slide 21: Trading Update
TRADING UPDATE Brent Scrimshaw, CEO PAGE 21
Slide 22: Trading update
Trading update • In Q1 FY24, Agencies are cycling a strong comparative period Statutory Results Q1 FY24 Q1 FY23 % Change (A$M) and revenue has declined by -7% YoY but above levels seen in H2 FY23. Net revenue1 49.4 61.8 (20.0%) • Recent client wins such as Sobi, Alinta Energy, ABB and Palo EBITDA1 1
Slide 23: Formal Business
FORMAL BUSINESS Ann Sherry AO PAGE 23
Slide 24: Financial Report, Directors' Report and Auditor's Report
Financial Report, Directors’ Report and Auditor’s Report To receive and consider the Annual Financial Report of Enero Group Limited (Company) and its controlled entities (Group), the Directors’ Report and the Auditor’s Report for the year ended 30 June 2023. Note: No resolution is required to be mov
Slide 25: Resolution 1: Non-binding resolution to adopt the Remuneration Report
Resolution 1: Non-binding resolution to adopt the Remuneration Report To consider, and if thought fit, to pass the following as a non-binding ordinary resolution: “That the ‘Remuneration Report’ included in the Enero Annual Financial Report for the year ended 30 June 2023, be adopted.” Each Director
Slide 26: Resolution 1: Proxy count
Resolution 1: Non-binding resolution to adopt the Remuneration Report PROXY COUNT NUMBER % For 46,913,050 77.23 Against 13,801,157 22.72 Open 29,864 .05 Abstain 22,585 PAGE 26
Slide 27: Resolution 2: Re-election of Ann Sherry
Resolution 2: Re-election of Ann Sherry To consider, and if thought fit, to pass the following as an ordinary resolution: “That Ann Sherry, who retires in accordance with rule 6.1(f) of the Company’s Constitution and, being eligible, offers herself for election, be re-elected as a Director of the Co
Slide 28: Resolution 2: Proxy count
Resolution 2: Re-election of Ann Sherry PROXY COUNT NUMBER % For 48,026,572 78.33 Against 13,262,857 21.63 Open 26,864 .04 Abstain 50,219 PAGE 28
Slide 29: Resolution 3: Re-election of Anouk Darling
Resolution 3: Re-election of Anouk Darling To consider, and if thought fit, to pass the following as an ordinary resolution: “That Anouk Darling, who retires in accordance with rule 6.1(f) of the Company’s Constitution and, being eligible, offers herself for election, be re-elected as a Director of
Slide 30: Resolution 3: Proxy count
Resolution 3: Re-election of Anouk Darling PROXY COUNT NUMBER % For 47,980,239 78.25 Against 13,309,190 21.71 Open 26,864 .04 Abstain 50,219 PAGE 30
Slide 31: Resolution 4: Change of Auditor
Resolution 4: Change of Auditor To consider, and if thought fit, to pass the following as an ordinary resolution: “That, for the purpose of 327B of the Corporations Act 2001 (Cth) (Act) and for all other purposes, Ernst & Young, having been nominated by a shareholder (in accordance with Section 328B
Slide 32: Resolution 4: Proxy count
Resolution 4: Change of Auditor PROXY COUNT NUMBER % For 60,221,667 98.56 Against 848,519 1.39 Open 30,314 .05 Abstain 266,012 PAGE 32
Slide 33: Resolution 5: Approval of the Enero Share Appreciation Rights Plan
Resolution 5: Approval of the Enero Share Appreciation Rights Plan To consider, and if thought fit, to pass the following as an ordinary resolution: “That the Enero Share Appreciation Rights Plan (SAR Plan) described in the Explanatory Notes accompanying the Notice of Meeting is approved for all pur
Slide 34: Resolution 5: Proxy count
Resolution 5: Approval of the Enero Share Appreciation Rights Plan PROXY COUNT NUMBER % For 44,192,989 72.75 Against 16,522,409 27.20 Open 27,086 .04 Abstain 24,172 PAGE 34
Slide 35: Resolution 6: Allocation of Share Appreciation Rights to a Director
Resolution 6: Allocation of Share Appreciation Rights to a Director under the Enero Share Appreciation Rights Plan To consider, and if thought fit, to pass the following as an ordinary resolution: “That approval is given for all purposes (including for the purpose of Listing Rule 10.14) for the issu
Slide 36: Resolution 6: Proxy count
Resolution 6: Allocation of Share Appreciation Rights to a Director under the Enero Share Appreciation Rights Plan PROXY COUNT NUMBER % For 44,277,411 72.76 Against 16,512,831 27.14 Open 62,364 .10 Abstain 22,772 PAGE 36
Slide 37: Resolution 7: Special Resolution to amend the Constitution
Resolution 7: Special Resolution to amend the Constitution To consider, and if thought fit, to pass the following as a special resolution: “That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be amended in the manner set out in
Slide 38: Resolution 7: Proxy count
Resolution 7: Special Resolution to amend the Constitution PROXY COUNT NUMBER % For 43,961,985 71.66 Against 17,356,332 28.29 Open 27,294 .04 Abstain 20,901 PAGE 38
Slide 39: Q&A
Q&A PAGE 39
Slide 40: ENERO GROUP 2023 Annual General Meeting (AGM)
ENERO GROUP 2023 Annual General Meeting (AGM) 19 October 2023
Slide 41: Disclaimer
Disclaimer This document has been prepared by Enero Group Limited Except for any statutory liability which cannot be excluded, (Enero) and comprises written materials/slides for a each of Enero, its related companies and their respective presentation concerning Enero. This is not a prospectus, offic