Ofx Group Ltd. · ASX:OFX
Ofx — Shareholder Meeting (August 2020)
35 slides from Ofx's shareholder meeting presentation, Aug 11, 2020
Slide 1: Annual General Meeting
Annual General Meeting 11 August 2020
Slide 2: Welcome
© OFX Welcome
Slide 3: Contents Agenda
Contents Agenda 1 Chairman’s Address CEO and Managing 2 Director’s Address 3 Formal Business 4 Close
Slide 4: Chairman's address
Chairman’s address Steven Sargent
Slide 5: CEO and Managing Director's address
CEO and Managing Director’s address Skander Malcolm
Slide 6: FY20: A strong financial and operating result
FY20: A strong financial and operating result Good execution underpinning growth in key initiatives • Revenue2 up 6.6%, 2H up 12.9% NOI 5.4% • Consumer revenue up 5.8%, existing clients up 11.4% 2H vs 1H $125.2m • Transactions up 6.2% and transactions per active client3 up 8.8% • Cost per registrati
Slide 7: Macro challenges persist, with broad improvement in June
Macro challenges persist, with broad improvement in June OFX quarterly NOI growth Challenges • Revenue declined 11% 1Q v PCP. Sharp decline in April and May with a recovery in June, down 1.9% v PCP (3.4%) 2.3% 6.5% 16.3% (14.4%) • Revenue in every region down 1Q v PCP with Europe most impacted • ATV
Slide 8: Formal business
© OFX Formal business
Slide 9: How to vote
How to vote If you have any issues voting: Call +61 492 828 366 Step 1: Complete the voting card • During the meeting, the Chairman will indicate that the voting is open and the voting card will be shown. • The voting card can be repositioned on your screen. • There are 6 items to be voted on by sha
Slide 10: How to ask questions
How to ask questions If you have any issues asking questions: Call +61 492 828 366 Step 1: Select the Q&A Button from the bottom menu bar • Navigate to the lowest section of your Zoom window and the bottom menu bar will appear. • Click on the Q&A button, shown to the right by the green box. Step 2:
Slide 11: 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 2020. There is no vote on this item. 11
Slide 12: Item 2
Item 2 To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, Mr Steven Sargent, who retires in accordance with Article 47(a) of the Company’s Constitution, and being eligible for re- election, be re-elected as a Director of the Company. 12
Slide 13: Steven Sargent (BBus, FAICD, FTSE)
Steven Sargent (BBus, FAICD, FTSE) Skills and experience • Mr Sargent has over 41 years’ of global corporate experience in industries including financial services, mining, energy, healthcare, aerospace and defence. His prior executive experience includes 22 years at General Electric, where he lead b
Slide 14: Votes on item 2
Votes on item 2 Votes For* 99.25% Against 00.56% Open votes (other than Chairman) 00.19% Total votes 136,275,795 Abstain 709,394 Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 14
Slide 15: Item 3
Item 3 To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, Mr Grant Murdoch, who retires in accordance with Article 47(a) of the Company’s Constitution, and being eligible for re- election, be re-elected as a Director of the Company. 15
Slide 16: Grant Murdoch (MCom (Hons), FAICD, FCAANZ)
Grant Murdoch (MCom (Hons), FAICD, FCAANZ) Skills and experience • Mr Murdoch has over 36 years’ experience in accounting and corporate finance. Grant’s prior professional experience includes Head of Corporate Finance for Ernst & Young Queensland and he is a graduate of the Kellogg Advanced Executiv
Slide 17: Votes on item 3
Votes on item 3 Votes For* 99.28% Against 00.53% Open votes (other than Chairman) 00.19% Total votes 136,275,795 Abstain 709,394 * Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 17
Slide 18: Item 4
Item 4 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 2020 be adopted. This is a non-binding advisory vote. 18
Slide 19: FY20 Remuneration outcomes
FY20 Remuneration outcomes Executives delivered good results in FY20, including: Remuneration outcomes were appropriately reflective of this performance: Record Net Operating Income, • Pay rises for Executive KMP for FY20 were 2.2% for Mr John (‘Skander’) Malcolm and 3.3% for Ms Selena Verth (CFO) •
Slide 20: FY20 Incentive Schemes
FY20 Incentive Schemes Short Term Incentive Scheme (STI) Long Term Incentive Scheme (LTI) • The STI Plan as amended in 2019 continued to apply in FY20. • The amended Executive Share Plan (ESP) approved by The plan features a Company multiplication factor, driven by shareholders at the 2018 AGM was r
Slide 21: KMP FY20 Remuneration Outcomes
KMP FY20 Remuneration Outcomes Post- employment Long-term Short-term benefits benefit benefits Share-based payments Cash salary Super- Long service Deferred Performance and fees Cash bonus Other annuation leave STI* rights Share loan Total Year $ $ $ $ $ $ $ $ $ Current KMP S. Malcolm 2020 657,379 2
Slide 22: Votes on item 4
Votes on item 4 Votes For* 75.05% Against 24.75% Open votes (other than Chairman) 00.19% Total votes 136,269,271 Abstain 717,025 * Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 22
Slide 23: Item 5
Item 5 To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 10.14; sections 200B and 200E of the Corporations Act 2001 (Cth); and for all other purposes, approval is given for: • the issue to Mr John Alexander Malcolm, C
Slide 24: Issue of Shares and Loan to Mr Malcolm
Issue of Shares and Loan to Mr Malcolm Shareholder approval is Number of shares: being sought for an FY21 • Fixed Remuneration x Grant % x Gross-up Factor (2) divided by the share acquisition price (being the LTI grant to Mr Malcolm five day VWAP for the period prior to but not including 09 June 202
Slide 25: Issue of Shares and Loan to Mr Malcolm
Issue of Shares and Loan to Mr Malcolm Shareholder approval is Performance conditions: being sought for an FY21 • There are separate loan forgiveness conditions for each Tranche: LTI grant to Mr Malcolm − Percentage loan forgiveness awarded on a sliding scale. under the Company’s − EBITDA starting p
Slide 26: Votes on item 5
Votes on item 5 Votes For* 99.13% Against 00.68% Open votes (other than Chairman) 00.19% Total votes 136,238,576 Abstain 754,220 * Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 26
Slide 27: Item 6
Item 6 To consider and, if thought fit, 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: • the issue to Mr John Alexander Malcolm, Chief Executive Officer and Manging Director, of 166,738 perf
Slide 28: Issue of Performance rights to Mr Malcolm
Issue of Performance rights to Mr Malcolm Shareholder approval is • FY2020 Company Performance Measures were set at: being sought for the − Underlying EBT (40%); − NOI (20%); granting of performance − Active Clients (Consumer and Corporate) (20%); and rights to Mr Malcolm − Leadership and Culture (2
Slide 29: Votes on item 6
Votes on item 6 Votes For* 99.17% Against 00.63% Open votes (other than Chairman) 00.19% Total votes 136,190,926 Abstain 751,870 Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 29
Slide 30: Item 7
Item 7 To consider and, if thought fit, 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 the issue to Mr John Alexander Malcolm, Chief Executive Officer and Manging Director, of 80,398 ordinary
Slide 31: Issue of Shares to Mr Malcolm
Issue of Shares to Mr Malcolm • $110,000 retention payment in the form of an equity award which vests 12 months from the award date. Shareholder approval is being sought for the • This award is consistent with the award made to each other executive and represents a commitment made by the Directors t
Slide 32: Votes on item 7
Votes on item 7 Votes For* 84.40% Against 15.41% Open votes (other than Chairman) 00.19% Total votes 136,188,576 Abstain 754,220 * Figures relate to proxy votes lodged up to 2:00pm AEST on 09 August 2020. * Votes in favour consist of direct and open proxies to the Chairman. 32
Slide 33: Questions ?
Questions ?
Slide 34: Thank you
Thank you 34
Slide 35: Important notice and disclaimer
• The material contained in this document is a presentation of general information about OFX Group Limited (Company) and its activities current as at 11 August 2020. Material is provided in summary only and does not purport to be complete. The material contained in this document has been prepared wi