Slide 1: Annual General Meeting 2017
Annual General Meeting 2017 AGM 2017 2 August 2017
Slide 2: Welcome
Welcome Steven Sargent Chairman 2
Slide 3: Agenda
Agenda Chairman’s Address CEO’s Address Formal Business Close Refreshments 33
Slide 4: Chairman’s Address
© orx Chairman’s Address
Slide 5: CEO’s Address
CEO’s Address Skander Malcolm Chief Executive Officer and Managing Director 55
Slide 6: CEO’s Address
CEO’s Address First Impressions of OFX Areas of Focus for FY2018 and Beyond Progress in 2018 6
Slide 7: Formal Business
© orx Formal Business
Slide 8: Item 1
Item 1 “To receive and consider the financial statements of the Company and the reports of the Directors and Auditors for the year ended 31 March 2017” 88
Slide 9: Item 2
Item 2 To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution: “That the Remuneration Report for the year ended 31 March 2017 be adopted.” This is a non-binding advisory vote. 99
Slide 10: FY2017 Remuneration Snapshot
FY2017 Remuneration Snapshot Total Fixed Remuneration Short Term Incentive Long Term Incentive (TFR) (STI) (LTI) • 28-70% of Total Reward • 15-43% of TRR. • 15%-30% of TRR. Remuneration (TRR). • 40% of target STI is based on non- • Executive Share Plan (ESP) • TFR is set by reference to financial ke
Slide 11: FY2017 Remuneration Outcomes
FY2017 Remuneration Outcomes Remuneration Outcomes • No pay rises for KMP. • No STI awarded to KMP as the 90% of target EBT budget gateway was not met. • No increase in fees paid to Non-Executive Directors. • Opportunity to evolve OFX’s approach to KMP and Executive remuneration to be more meaningfu
Slide 12: Votes on Item 2
Votes on Item 2 VOTES For* 112,202,756 97.29% Against 2,482,379 2.15% Open – usable 645,862 0.56% votes Total Votes 115,330,997 Abstain 1,051,233 Figures relate to proxy votes lodged up to 2:00pm AEST on 31 July 2017. * Votes in favour consist of direct and open proxies to the Chairman. 12
Slide 13: Item 3
Item 3 To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Grant Murdoch, being a Director who is retiring by rotation and standing for re-election in accordance with Article 47(b) of the Company’s Constitution, and being eligible, be re-elected as a Di
Slide 14: Grant Murdoch
Grant Murdoch Grant Murdoch Non-Executive Director – MCom (Hons), FAICD, FICAA. Chair of the Audit, Risk and Compliance Committee Grant joined OFX Group Limited in September 2013 and has over 35 years’ experience in accounting and corporate finance. Grant’s prior professional experience includes Hea
Slide 15: Votes on Item 3
Votes on Item 3 VOTES For* 108,660,311 98.06% Against 1,495,904 1.35% Open – usable 654,862 0.59% votes Total Votes 110,811,077 Abstain 5,577,903 Figures relate to proxy votes lodged up to 2:00pm AEST on 31 July 2017. * Votes in favour consist of direct and open proxies to the Chairman. 15
Slide 16: Item 4
Item 4 To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Steven Sargent, who having been appointed as a Director of the Company on 4 August 2016 in accordance with Article 46 (b) of the Company’s Constitution, and being eligible for election, be elect
Slide 17: Steven Sargent
Steven Sargent Steven Sargent Non-Executive Director and Chairman – BBus, FAICD, FAATSE Member of the Audit, Risk and Compliance Committee and Remuneration and Nomination Committee Steven joined OFX Group Limited in August 2016 and has over 36 years of global corporate experience in industries inclu
Slide 18: Votes on Item 4
Votes on Item 4 VOTES For* 114,884,039 99.12% Against 366,238 0.31% Open – usable 660,988 0.57% votes Total Votes 115,911,265 Abstain 477,715 Figures relate to proxy votes lodged up to 2:00pm AEST on 31 July 2017. * Votes in favour consist of direct and open proxies to the Chairman. 18
Slide 19: Item 5
Item 5 To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for: (a) the issue and allotment to Mr John Alexander Malcolm of ordinary shares under the OFX Group Lim
Slide 20: Proposed issue of Shares to CEO – “One-off Single Grant”
Proposed issue of Shares to CEO – “One-off Single Grant” • Shareholder approval is being sought in accordance with ASX Listing Rule 10.14 for the one-off issue for FY2017 of a single LTI grant to Mr Malcolm at 150% of his fixed remuneration and provision of a loan to assist him to acquire shares. •
Slide 21: Vesting Conditions for CEO’s One-off Single Grant
Vesting Conditions for CEO’s One-off Single Grant Threshold Target Stretch Tranche Vesting Condition Measure Measure Measure Tranche A EPS CAGR over 3 year performance 12.5% 15% 17.5% (50%) period Tranche B NOI CAGR over 3 year performance 10% 12.5% 15% (50%) period EPS CAGR and NOI CAGR % of Shares
Slide 22: Votes on Item 5
Votes on Item 5 VOTES For* 107,396,115 92.92% Against 7,618,370 6.58% Open – usable 580,862 0.50% votes Total Votes 115,595,347 Abstain 834,533 Figures relate to proxy votes lodged up to 2:00pm AEST on 31 July 2017. * Votes in favour consist of direct and open proxies to the Chairman. 22
Slide 23: Questions
Questions 23
Slide 24: Thank you
Thank you 24
Slide 25: performance or achievements expressed or implied by those statements. Many of these factors are
The material contained in this document is a presentation of general information about OFX Group Limited (Company) and its activities current as at 2 August 2017. Material is provided in summary only and does not purport to be complete. The material contained in this document has been prepared witho