Ofx Group Ltd. · ASX:OFX
Ofx — Shareholder Meeting (August 2018)
35 slides from Ofx's shareholder meeting presentation, Aug 7, 2018
Slide 1: Annual General Meeting
Annual General Meeting 7 August 2018
Slide 2: Welcome
Welcome Steven Sargent Chairman 2
Slide 3: Agenda
Agenda Chairman’s Address CEO’s Address Formal Business Close Refreshments 3
Slide 4: Chairman's Address
Chairman’s Address Steven Sargent Chairman 4
Slide 5: CEO's Address
CEO’s Address Skander Malcolm Chief Executive Officer and Managing Director 5
Slide 6: FY18 summary - Good outcomes, delivering on commitments
FY18 summary - Good outcomes, delivering on commitments Grow revenue by driving fundamentals NOI • Revenue1 growth: strong momentum in North America and Asia, up $109.9m 4.6% 12% and 68% respectively, and Corporate growth of 11% • Australia up 3.6% in 2H18 vs. 2H17 • Transactions increased 13.1% on
Slide 7: Trusted international money services provider
Trusted international money services provider Our mission Growth drivers To become the trusted international money services provider by consumers and businesses, who value a seamless digital experience at a competitive price; Client Geographic Partnerships with a personal, “always on” support team E
Slide 8: 1Q19 Continued Momentum
1Q19 Continued Momentum Quarterly NOI growth vs PcP Delivering on commitments 13.0% 7.1% 11.5% • OFX’s best quarter ever for NOI 9.5% 1 • 1Q19 revenue growth from all regions and segments • Continued strong momentum across all geographies • Growth in both Corporate and Consumer • Stable NOI margin e
Slide 9: Formal Business
Formal Business 9
Slide 10: 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 2018” 10 10
Slide 11: 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 2018 be adopted.” This is a non-binding advisory vote. 11 11
Slide 12: FY18 Remuneration Outcomes
FY18 Remuneration Outcomes Remuneration Outcomes OFX made progress in FY18: 4.6% increase in NOI and 7.5% increase in EBITDA. Remuneration outcomes were as follows: • Pay rises for 3 KMP: Skander Malcolm (2.5%); Adam Smith (2.4%); and Selena Verth (2.4%). • Short Term Incentive (STI) awarded to KMP
Slide 13: Forward Approach to Remuneration
Forward Approach to Remuneration Redesign of Incentive Schemes to focus on growth in the Company’s share price and align Executive and Shareholder interests. Key Criteria Alignment to Shareholder interests: • Reflecting key financial drivers. • LTI based on EBITDA accretion and TSR targets • Attract
Slide 14: Votes on Item 2
Votes on Item 2 VOTES For* 98.97% Against 0.56% Open votes 0.47% (other than Chairman) Total Votes 134,998,387 Abstain 1,411,931 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * 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 Ms Lisa Frazier, who having been appointed as a Director of the Company on 1 April 2018 in accordance with Article 46(b) of the Company’s Constitution, and being eligible for election, be elected a
Slide 16: Lisa Frazier
Lisa Frazier Lisa Frazier Non-Executive Director – MBA, Bachelor of Chemical Engineering, Grad Dip Finance and Investment, GAICD Lisa joined OFX Group Limited on 1 April 2018 and has over 17 years’ experience in digital and technology specialising in digital disruption, product innovation, customer
Slide 17: Votes on Item 3
Votes on Item 3 VOTES For* 94.07% Against 5.48% Open votes 0.45% (other than Chairman) Total Votes 135,020,002 Abstain 1,390,316 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * 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 resolution as an ordinary resolution: “That Mr Douglas Snedden, being a Director who is retiring by rotation and standing for re-election in accordance with Article 47(a) of the Company’s Constitution, and being eligible, be re-elected as a
Slide 19: Douglas Snedden
Douglas Snedden Douglas Snedden Non-Executive Director – BEc (ANU), MAICD Member of the Remuneration and Nomination Committee and the Audit, Risk and Compliance Committeee Mr Snedden joined the OFX Group Board in March 2015 and has more than 30 years’ experience in finance, consulting, strategic man
Slide 20: Votes on Item 4
Votes on Item 4 VOTES For* 93.96% Against 5.58% Open votes 0.46% (other than Chairman) Total Votes 134,994,672 Abstain 1,415,646 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * Votes in favour consist of direct and open proxies to the Chairman. 20
Slide 21: Item 5
Item 5 To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Exception 9 of ASX Listing Rule 7.2; section 260C(4) of the Corporations Act 2001 (Cth); and for all other purposes, the OFX Group Limited Global Equity Plan and future issu
Slide 22: OFX Group Limited Global Equity Plan
OFX Group Limited Global Equity Plan Introduction of a Global Equity Plan (GEP) to reward and incentivise Employees via offer of shares and/or performance rights through a deferred grant. GEP seeks to: • Align interests of Participants with Shareholders. • Provide a means of attracting and retaining
Slide 23: Votes on Item 5
Votes on Item 5 VOTES For* 98.89% Against 0.61% Open votes 0.49% (other than Chairman) Total Votes 134,999,799 Abstain 1,410,519 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * Votes in favour consist of direct and open proxies to the Chairman. 23
Slide 24: Item 6
Item 6 To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Exception 9 of ASX Listing Rule 7.2; sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth); and for all other purposes, the OFX Group Limited Executive Share Plan
Slide 25: OFX Group Limited Executive Share Plan
OFX Group Limited Executive Share Plan Retention of the Executive Share Plan (ESP) as approved by Shareholders at the 2016 AGM. ESP seeks to reward and incentivise Executives through an arrangement where Executives are offered shares, pursuant to a limited-recourse company loan, subject to long-term
Slide 26: Votes on Item 6
Votes on Item 6 VOTES For* 97.99% Against 1.49% Open votes 0.51% (other than Chairman) Total Votes 135,034,272 Abstain 1,376,046 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * Votes in favour consist of direct and open proxies to the Chairman. 26
Slide 27: Item 7
Item 7 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; sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for: (a) the issue to Mr John Alexander Malco
Slide 28: OFX Group Limited Executive Share Plan
OFX Group Limited Executive Share Plan Shareholder approval is being sought for an FY19 LTI grant to Mr Malcolm under the ESP at 92% of his fixed remuneration, being $666,231. Performance measure for Mr Malcolm’s FY19 grant is based on Absolute TSR CAGR. For the performance condition to be satisfied
Slide 29: Votes on Item 7
Votes on Item 7 VOTES For* 97.56% Against 1.96% Open votes 0.48% (other than Chairman) Total Votes 135,036,880 Abstain 1,373,438 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * Votes in favour consist of direct and open proxies to the Chairman. 29
Slide 30: Item 8
Item 8 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 the issue to Mr John Alexander Malcolm of 172,850 performance rights under the OFX Group Limited Glo
Slide 31: Issue of Performance Rights to CEO and Managing Director under the GEP
Issue of Performance Rights to CEO and Managing Director under the GEP • Shareholder approval is being sought for the granting of performance rights to Mr Malcolm pursuant to Mr Malcolm’s achievement of STI for FY18. • EBT (Earnings Before Tax) gateway of at least 90% of target EBT was achieved (ref
Slide 32: Votes on Item 8
Votes on Item 8 VOTES For* 97.94% Against 1.59% Open votes 0.48% (other than Chairman) Total Votes 135,036,880 Abstain 1,373,438 Figures relate to proxy votes lodged up to 2:00pm AEST on 5 August 2018. * Votes in favour consist of direct and open proxies to the Chairman. 32
Slide 33: Questions
Questions 33 33
Slide 34: Thank you
Thank you 34 34
Slide 35: Level 19, 60 Margaret Street, Sydney NSW 2000 Australia. www.ofx.com
The material contained in this document is a presentation of general information about OFX Group Limited (Company) and its activities current as at 7 August 2018. Material is provided in summary only and does not purport to be complete. The material contained in this document has been prepared witho