LOV I S A H O L D I N G S L I M I T E D
ANNUAL REPOR T 2025
C O N T E N T S
Over view 03
Chair man' s Repor t 08
Directors' Repor t 11
Financial Statements
Consolidated statement of financial position 39
Consolidated statement of profit or loss and
other comprehensive income 40
Consolidated statement of changes in equity 41
Consolidated statement of cash flows 42
Notes to Financial Statements
Setting the scene 43
Business performance 45
Asset platform 52
Risk and capital management 60
Other information 71
Consolidated Entity Disclosure Statement 83
Signed Reports
Directors' declaration 89
Independent auditor's report 90
Lead auditor's independence declaration 95
ASX Infor mation
Shareholder information 99
Corporate Directory 105
Lovisa was born from a desire to fill the void for quality, fashion forward jewellery.
Lovisa is the destination for the fashion forward woman to get her on-trend accessories fix. The Lovisa customer has refined taste and she understands the importance of the perfect accessory.
'Bringing brilliantly affordable fashion jewellery to the world.'P/2
This is why she chooses Lovisa.
T H E G L O B A L L E A D E R
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1031 STORES IN OVER 50 COUNTRIES ON 6 CONTINENTSCONTINUED EXPANSION OF GLOBAL FOOTPRINT
4 NEW MARKETS OPENED DURING THE YEARONGOING INVESTMENT IN PEOPLE AND INFRASTRUCTURE STRONG BALANCE SHEET TO SUPPORT FUTURE GROWTH POTENTIAL
H I G H L I G H T S
REVENUE
$798.1M
(UP 14.2%)
EBIT
$138.7M
(UP 8.2%)
TOT AL STORES
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1,031
162 NEW STORES OPENED FOR THE PERIOD
N PAT
$86.3M
FULL YEAR DIVIDENDS
(UP 4.8%) 77.0c
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G L O B A L R E A C H
KEY
Owned Stores
Franchise
S T O R E | N U M B E R S | |||||||
Owned | FY25 | FY24 | Owned | FY25 | FY24 | |||
Aus/NZ | Australia | 182 | 178 | Asia | Singapore | 16 | 16 | |
New Zealand | 32 | 28 | Malaysia | 42 | 44 | |||
Americas | USA | 229 | 207 | Hong Kong | 8 | 9 | ||
Canada | 32 | 14 | Taiwan | 1 | 1 | |||
Mexico | 5 | 4 | Vietnam | 1 | 1 | |||
Europe/UK | UK - Lovisa | 74 | 50 | China | 2 | 1 | ||
UK - Jewells | 7 | 0 | Africa | South Africa | 87 | 81 | ||
France | 92 | 86 | Botswana | 3 | 3 | |||
Germany | 64 | 53 | Namibia | 4 | 3 | |||
Belgium | 17 | 17 | Zambia | 1 | 0 | |||
Switzerland | 8 | 8 | Middle East | UAE | 5 | 5 | ||
Netherlands | 17 | 9 | Total Owned | 993 | 865 | |||
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Franchise | FY25 | FY24 | |
Middle East | 14 | 15 | |
Africa | 7 | 5 |
Austria 9 9
Hungary 2 2
Romania 1 1
Italy 13 9
Ireland 10 3
South America 17 15
Luxembourg | 3 | 2 | |
Poland | 22 | 19 | |
Spain | 4 | 2 |
A B O U T L O V I S A
Lovisa was born f rom a desire to f il l the void for fashion for ward and directional jeweller y that is brilliantly affordable.
Now t rading f rom 1,031 stores across over 50 countries as well as our expanding digital presence across our own websites and third part y marketplaces, the customer is at the centre of ever y thing we do. Our
business model ensures t rends are quickly identified and our customers are provided with a broad, qualit y product range. We have deployed a vertically
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integrated business model through which we develop, design, source and merchandise 100% Lovisa branded products.
C H A I R M A N ' S R E P O R T
At the heart of our success remains what has always driven us forward: A culture that puts our customer at the forefront of all we do, driven by the talent, dedication, and ambition of our people around the world.
This year our store count again tells a compelling story with 162 new stores opened, bringing our worldwide footprint to 1,031 locations at the end of the 2025 Financial Year.
Behind these achievements lies something far more significant: the evolution of our leadership and the continued growth of exceptional individuals who exemplify what's possible at Lovisa.
A New Chapter in LeadershipJune marked a pivotal moment as we welcomed John Cheston as our new Global Chief Executive Officer. John brings deep retail expertise and strategic vision that positions us for our next phase of growth. His transition into the role has been seamless.
We also appointed Mark McInnes as Executive Deputy Chairman, a role designed to harness his extensive experience in supporting our strategic ambitions and ensuring we continue delivering exceptional value to shareholders. This strengthened leadership team gives us tremendous confidence in our path forward.
Stories of Growth and AchievementWhat continues to inspire me most are the individual journeys of our team members who demonstrate daily that Lovisa is a place where ambition meets opportunity.
Andrew Young exemplifies this perfectly. Starting as Regional Manager in Victoria in 2016, Andrew transitioned into buying, becoming Assistant Buyer in 2019 and now serves as a Senior Buyer in Melbourne. His evolution from operations to merchandising showcases the diverse career paths available within our organisation.
Stephanie Ahearn began her journey as Junior Buyer in Victoria in 2015. Today, she leads our London Product Centre of Excellence as Head of Innovation and Senior Buyer, having built expertise that spans continents and demonstrates the global opportunities Lovisa provides to those ready to embrace them.
Nina Hasse started her Lovisa journey as part of our acquisition of the beeline retail business in Germany in 2021 at which time she was store manager for Lovisa in Hannover, Germany. Since then she has rapidly advanced to her current position as Country Manager Germany.
Marysabel Carbajal's journey is particularly remarkable -from part-time team member in Florida to District Manager in North Carolina in just three years.
These progressions demonstrate the accelerated growth possible when individual ambition aligns with organisational opportunity.
Each of these stories represents not just individual success, but the collective strength of our organisation - our ability to identify, develop, and advance talent regardless of starting point or geography.
Global Expansion and InnovationOur expansion into underpenetrated markets continues to drive growth.
This year also marked an exciting milestone with the launch of Jewells, our second brand that extends our mission of accessible self-expression into new territories. Where Lovisa finishes, Jewells begins - offering a complementary aesthetic that speaks to customers seeking a different expression of personal style. We opened our first Jewells stores in London alongside the digital platform at jewells.com, representing the beginning of what we believe will be a significant growth opportunity. We are approaching the Jewells development with the same methodical care and customer focus that has served Lovisa so well.
We remain focused on enhancing our digital capabilities while maintaining the personal connection that defines the Lovisa experience. Our teams understand that affordable self-expression is about more than product - it's about enabling individual stories and celebrating personal style.
Recognition and GratitudeThese achievements belong to every member of our global team. From our store managers who create welcoming environments daily, to our buyers who anticipate customer desires, to our operations teams who ensure seamless execution - each contributes to our collective success.
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Our Board's guidance has been invaluable throughout this period of growth and transition. The strategic direction we've established positions us well for sustained success while maintaining the agility that has always characterised Lovisa.
To our shareholders, your continued confidence enables us to pursue ambitious growth while maintaining financial discipline. The final dividend of AU$0.27 per share represents a 100% payout of earnings and demonstrates our strength to continue delivering value while investing in future opportunities.
Looking ForwardAs we move into FY2026, our focus remains clear: accelerating store rollouts in high-potential markets, enhancing customer engagement across all channels, improving operational discipline, while investing more resources into succession planning and development of our team to foster the opportunities for individual growth that will support Lovisa's long term success and continued expansion.
Lovisa's strength lies, not just in our products or our global reach, but in our people and the customer culture we create together.
Thank you for your continued support and belief in Lovisa's mission and leadership.
Brett Blundy
Chairman of the Board
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D I R E C T O R S ' R E P O R T
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Details of the qualifications and experience of each Director in accordance with the requirements of the Corporations Act have been included below.
Brett Blundy
John Cheston
Tracey Blundy
Sei Jin Alt
Bruce Carter
John Charlton
Mark McInnes
Brett Blundy
Non-Executive Director & Chairman Appointed 1 November 2018 Chairman of the BoardAlong with being the Chairman, co-founder and substantial shareholder of Lovisa, Brett is also the Chairman and Founder of BB Retail Capital ("BBRC"), a private investment group with diverse global interests across retail, capital management, retail property, beef, and other innovative ventures. Brett is one of Australia's most successful retailers, with BBRC's retail presence extending to over 2,000 stores across over 50 countries. Brett is a former non-executive Director of Accent Group Limited (ASX:AX1).
John Cheston
Global Chief Executive Officer and Managing DirectorAppointed 4 June 2025
John is an accomplished global retail CEO with over 30 years of experience across multiple retail formats, including department stores, speciality fashion retail and private label large formats. Prior to joining Lovisa, John held the position of Managing Director of Smiggle, the highly successful children's lifestyle brand where he led the company's expansion across Australia, New Zealand, Asia, Europe, and the Middle East. John was appointed Global CEO of Lovisa in June 2025.
Tracey Blundy
Non-Executive DirectorAppointed 6 November 2014
Member of the Audit, Business Risk & Compliance Committee Chair of the People, Leadsership, Remuneration & Nomination Committee
Tracey joined BB Retail Capital in 1981 and is a nominated representative of BB Retail Capital on the Board of Lovisa. Tracey has held a number of senior executive positions across BB Retail Capital's brands, including Chief Executive Officer of Sanity Entertainment and Bras n Things. She is a Board-level advisor across the BB Retail Capital portfolio bringing in-depth knowledge and expertise on retail operations and roll-out strategy.
Tracey was a founding shareholder of Lovisa in 2010, and has since been a senior advisor to the Company's management team. Tracey is currently a Director of BB Retail Capital Pty Limited and BB Retail Property Pty Limited.
John Charlton
Independent Non-Executive DirectorAppointed 26 August 2020
Member of the Audit, Business Risk & Compliance Committee Member of the People, Leadership, Remuneration & Nomination Committee
John is a career retailer and brings over 38 years' experience in retailing operations in Australia. He was previously the founder and owner of Spendless Shoes Pty Ltd, a company he grew to 248 stores as well as a successful online site before selling to The Shoe Group in July 2019. He has served as a member of the Council of Wilderness School for 12 years (7 years as Chair), Saint Peter's College for 5 years, is currently a member of the Council of the University of Adelaide, and is a Non-Executive Director of the Detmold Group Advisory Board.
Bruce Carter AO
Independent Non-Executive DirectorAppointed 18 November 2022
Member of the People, Leadership, Remuneration & Nomination Committee
Chairman of the Audit, Business Risk & Compliance Committee
Bruce has spent over 30 years in corporate recovery and insolvency and was formerly managing partner at Ferrier Hodgson Adelaide for 19 years and prior to that a partner at Ernst & Young, Chair of the South Australian Economic Development Board and a member of the Executive Committee of Cabinet. He holds a Masters of Business Administration from Heriot-Watt University and a Bachelor of Economics from University of Adelaide. He is a Fellow of both the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors. Bruce is currently Chair of the Australian Submarine Corporation and chair of AIG Australia Ltd. Bruce is a former director of Crown Resorts Limited, SkyCity Entertainment Group Ltd, Genesee and Wyoming Inc (NYSE), the Aventus Group and Bank of Queensland Limited.
Sei Jin Alt
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Independent Non-Executive DirectorAppointed 19 February 2019
Sei Jin brings to the Board broad merchandising, managerial, financial, and operational experience in multiple fashion categories as well as business leadership expertise gained over 20 years in the industry across a number of major US retailers including Francesca's, JC Penny, Nordstrom and Macy's along with advisory role experience for wholesale and retail brands.
Mark McInnes
Executive Deputy ChairmanAppointed 4 June 2025
Mark is a career retailer with a 30+ year track record of success in every role he has occupied. Mark has been directly responsible for some of Australia's greatest retail success stories.
Mark was appointed as Executive Deputy Chairman of the Company in June 2025 and is also the Global CEO - Retail & Consumer at BB Retail Capital ("BBRC"). Mark was CEO of David Jones (2002-2010) and created a fashion and financial powerhouse, delivering in excess of $2 billion in shareholder value.
Mark was then appointed CEO & Executive Director of Premier Investments in 2011 and held that position until 2021, globalising the company and creating in excess of $3.5 billion in shareholder value. Mark has an MBA
from Melbourne University.
Nico van der Merwe
Alternate Director to Brett BlundyAppointed 19 February 2019
Nico van der Merwe has over 30 years' experience in commercial roles across the retail, consumer and private equity sectors. Nico has held a number of senior financial roles in BBRC from 1997 to 2020 including 12 years as Group Chief Financial Officer and is currently an Advisor to the Group. He holds Bachelor of Accounting Science (Hons) and Bachelor of Commerce degrees and is a member of the Institute of Chartered Accountants in Australia. Nico was appointed alternate director for Brett Blundy on 19 February 2019.
DIRECTORS
The Directors of Lovisa Holdings Limited (the 'Company') present their report together with the Consolidated Financial Statements of the Company and its controlled entities (the 'Group' or 'Consolidated Entity') for the financial year ended 29 June 2025.
Director
Board Audit and Risk Remuneration & Nomination
Number attended
Number held
Number attended
Number held
Number attended
Number held
T Blundy
4
4
4
4
4
4
B Carter
4
4
4
4
4
4
V Herrero (2)
4
4
4
4
4
4
J Cheston (1)
-
-
-
-
-
-
M McInnes (1)
-
-
-
-
-
-
B Blundy
4
4
3
4
4
4
J Charlton
4
4
4
4
4
4
S J Alt
4
4
4
4
4
4
N van der Merwe
-
-
4
4
-
-
J Cheston and M McInnes were both appointed as Directors on 4 June 2025.
V Herrero resigned as a Director on 31 May 2025.
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Company Secretary
Chris Lauder was appointed Company Secretary on 15 September 2017. He is also the company's Chief Financial Officer. Mr Lauder is a Chartered Accountant.
-
Directors Interests in Shares
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The relevant interest of each Director in the Company at the date of the report is as follows:
Director
Ordinary Shares in the Company
B Blundy (1)
43,207,500
T Blundy (2)
653,005
J Charlton
29,000
S J Alt
-
B Carter
15,000
N van der Merwe
-
J Cheston
-
M McInnes
-
Shares held by BB Retail Capital Pty Ltd
Shares held by Coloskye Pty Ltd
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was the retail sale of fashion jewellery and accessories. The business has over 1,000 retail stores in operation at 29 June 2025 across more than 50 markets, including 38 franchise stores. There was no significant change in the nature of the activities of the Group during the period.
DIVIDENDS
Dividends paid to members during the financial year were as follows:
2025 2024
$000's
$000's
Final ordinary dividend for the year ended 30 June 2024 of 37.0 cents per fully paid share unfranked paid on 17 October 2024 (2024: 31.0 cents, 70% franked)
40,965
34,005
Interim ordinary dividend for the year ended 29 June 2025 of 50.0 cents per fully paid share unfranked paid on 10 April 2025 (2024: 50.0 cents, 30% franked)
55,358
54,846
Total dividends paid
96,323
88,851
REVIEW OF OPERATIONS
The following summary of operating results and operating metrics reflects the Group's performance for the year ended 29 June 2025:
-
Financial Performance
Revenue for the year ended 29 June 2025 was up 14.2% on FY24 reflecting growth in the store network and comparable store sales up 1.7% on FY24, with an improved trajectory in both new stores and comparable store sales in the second half of the financial year.
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This resulted in Earnings Before Interest and Tax of $138.7m, up 8.2% on FY24, and Net Profit after Tax up 4.8% on FY24.
Consolidated $'000
2025
2024
Change
Sales
798,133
698,664
14.2%
Gross profit
654,670
565,790
15.7%
Gross Margin
82.0%
81.0%
1.0%
EBIT
138,701
128,177
8.2%
Net profit after tax (NPAT)
86,332
82,411
4.8%
Basic Earnings per share
78.1
75.4
3.6%
-
Sales
REVENUE GROWTH (A$M)
-
Gross Profit Margin
GROSS MARGIN %
FY13
FY17
FY14
FY15
FY16
$288.0m
$458.7m
$596.5m
$698.7m
$798.1m
77%
79%
80%
81%
82%
FY21
FY22
FY23
FY24
FY25
FY21
FY22
FY23
FY24
FY25
NUMBER OF STORES CONTINUE TO GROW
Gross profit for the financial year was $654m, an increase of 15.7% on the prior year. Gross Margin was 82.0% compared to 81.0% in FY24, benefitting from ongoing focus on price points and tight management of product cost and inventory.
1,031
-
Cost Of Doing Business, Depreciation and Net Finance Costs
544
629
801
900
We were able to continue to invest in expansion of the Lovisa store footprint globally, and the structures required
FY21
FY22
FY23
FY24
FY25
to manage them effectively on an ongoing basis, including support teams, logistics and technology to drive a more efficient operating model. This combined with inflationary pressures resulted in higher cost of doing business in the
Revenue was $798.1m up 14.2% on FY24 with comparable
store sales up 1.7%.
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The business was able to again deliver growth in the store network for the financial year, with 1031 stores now trading globally across over 50 markets at financial year end, a net increase of 131 stores.
This included 162 new stores opened for the financial year, offset by 21 closures and 10 relocations. Pleasingly the store rollout was able to be delivered across all regions, with 17 new stores in APAC, 10 in Africa/Middle East, 86 in Europe and 42 in the Americas as well as 7 new franchise stores in South America, Africa and the Middle East.
The growth in the store network included one new company owned market opening in the financial year, with our first store opened in Zambia. The growth in the store network has set a solid foundation for ongoing growth.
period, which was offset by a reduction in CEO Long-Term Incentive expense from $11.9m in the prior year to $2.1m in the current period.
Depreciation expense, including impairment expense and loss on disposal of property, plant and equipment, for the period was up 15.6% on the prior year, impacted by the continued growth in the store network over the current and recent years and ongoing investment into infrastructure and technology. Net finance costs were up 16.7%, reflecting the interest charge associated with higher lease liabilities, combined with higher borrowings and interest rates during the year.
-
Earnings
Statutory earnings before interest and tax (EBIT) was
$138.7m being a 8.2% increase on EBIT from the prior year. Statutory net profit after tax increased 4.8% to $86.3m with EPS at 78.1 cents.
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Cash Flow
The Group's net cash flow from operating activities before interest and tax was $243.3m. Capital expenditure of
$55.2m relates predominately to new store openings and refurbishments of current stores upon lease renewal, as well as investment into the Group's IT systems and supply chain capability.
The Group closed the financial year with $34.4m in net debt, an increase of $10m on the prior year.
-
Sales
-
Financial Position
Consolidated
Actual 2025
$'000
Actual 2024
$'000
Change 2024/2025
%
Net debt
(34,367)
(23,480)
46.4%
Trade receivables and prepayments
27,090
19,445
39.3%
Inventories
81,137
68,622
18.2%
Trade payables and provisions
(105,117)
(82,106)
28.0%
Net lease liabilities
(62,904)
(53,668)
17.2%
Property, plant & equipment
157,150
123,588
27.2%
Intangible assets and goodwill
4,978
4,419
12.6%
Net derivative (liability)/asset
(840)
(318)
164.1%
Net current tax (liability)/receivable
(9,167)
3,250
(382.1%)
Net deferred tax balances
20,591
20,534
0.3%
Net assets/equity
78,551
80,286
(2.2%)
*Represents total cash and cash equivalents less total loans and borrowings.
Working capitalThe Group's net working capital position increased during the year with inventory levels increasing from $68.6m to $81.1m, in line with growth in store network, with payables benefitting from tight cash flow management including improvements in supplier trading terms during the year.
Property, plant and equipmentCapital expenditure during the year reflects fit out costs associated with new stores and refurbishment of existing stores, as well as investment into technology and supply chain capability. Store fit out costs are depreciated over the expected useful life.
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Debt facilitiesThe Group currently has total debt facilities of $120m.
As at the end of the financial year, $77m remained drawn on the term debt facility, which has been classified as a non-current liability due to the maturity date of the facility not being within the next 12 months.
-
Financial Performance
BUSINESS STRATEGIES
Lovisa has achieved rapid growth since it was founded, with revenue growing from $25.5 million in FY2011 to
$798 million in FY2025. The Group continues to focus on its key drivers to deliver growth in sales and profit.
Growth pillar
Business Strategy Section
Strategy
Risks
Achievements
Global expansion
5.2
all markets we trade in have access to a digital sales channel
during the year across Africa and South America.
e-commerce sites across all key markets in which we operate, as well as presence on a number of popular online marketplaces globally.
Streamline global supply chain
5.3
Enhance existing store performance
5.4
Brand proliferation
5.5
Lead and
pre-empt trends
5.1
Continue to leverage current global territories including continued rollout in newer territories and filling remaining gaps in other existing markets
Expansion into new global markets
Leverage the Company's capital in large international markets
Continue to develop our digital capability and ensure that
Expansion into new adjacent retail concepts
Competition (6.1)
Retail environment and general economic conditions (6.2)
Failure to successfully implement growth strategies (6.4)
Availability of appropriately sized sites in good locations with satisfactory cost structures
We continued to grow the store network during the financial year with net 124 new Lovisa stores (including 155 new and 31 closed/relocated stores). This included 4 new markets opened
We now have dedicated
Streamline and optimise supply base in Asia
Optimise air and sea freight whilst maintaining speed to market operating model
Ongoing review of size, location and number of warehouses globally to ensure most efficient movement of products to our stores
Exchange rates (6.5)
Product sourcing or supply chain disruptions
Fluctuations in global freight costs as a result of market disruptions experienced by logistics providers
Chinese warehouse operates to support our Asian and African stores, Australian warehouse to support Australia/New Zealand, Poland warehouse operates to support Europe and our new USA warehouse opened in Ohio in FY25 to support our Americas market.
Dedicated warehouses also operational in the UK, South Africa (3PL) and Malaysia to support e-commerce sales
Optimise and improve existing store network
Continue to target high traffic shopping precincts
Judicious pricing
Competition (6.1)
Retail environment and general economic conditions (6.2)
Prevailing fashions and consumer preferences may change (6.6)
In-store piercing services, now including nose piercing and more premium piercing products such as 14 carat gold and diamond studs
We continue to close stores in sub-optimal locations
Investment in regional support team structures and learning and development to ensure consistent high quality retail execution
Continue to leverage social media to connect with customers and increase brand loyalty
Prevailing fashions and consumer preferences may change (6.6)
Privacy breaches
Continued focus on online execution across all existing markets
Presence on online marketplaces in key markets
Increased social media engagement
Stay on trend with shifts in jewellery and accessory market
Continue to provide a high quality and diverse product offering
Prevailing fashions and consumer preferences may change (6.6)
Continued strong performance being testament to an ability to identify trends
Implementation of Buying teams in the UK and USA to complement central team in Australia
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Lead and Pre-Empt Trends
Product innovation is a core component of Lovisa's competitive advantage. Our customers expect a broad range of fashionable products that are in line with the latest global fashion trends. In order to meet this expectation, Lovisa employs a large and experienced product team who are responsible for Lovisa's forward range planning, designs, product development, production, visual merchandising and merchandise planning, ensuring Lovisa is continually meeting market demand. Whilst the product team is primarily based in Melbourne, teams are now also in place in London and Los Angeles to provide more constant localised intelligence to the global buying process, with the team also travelling the world to identify global trends. In addition, its product teams meet with suppliers in China, India, Thailand and other parts of Asia frequently.
As Lovisa is frequently developing new products in response to evolving fashion trends, it does not register patents on its product designs. This is consistent with practices in the fast fashion industry.
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New Store Rollouts & International Expansion
One of the key attributes of the Group's success has been the ability to identify and secure quality retail store sites in locations with high pedestrian traffic. This typically involves securing leases in AA, A or B grade rating shopping centres and malls. Lovisa has refined its global store model based on what it understands to be the optimal store size, location and format. The combination of a target 50-80 square metre floor space and a homogenised layout allows Lovisa to have strict criteria when identifying and securing potential store sites in new regions, facilitating the roll-out of stores quickly, at low cost. On average, it takes between 2-4 weeks to fit out a new Lovisa store depending on local conditions.
The key driver of future growth for Lovisa is the continued global store roll-out. Lovisa has proven it is capable of successfully operating profitably globally, having established a portfolio of stores in over 50 markets and supporting franchised stores across 16 markets in the Middle East, Africa and South America. Lovisa will continue to explore other markets, with our first stores opened during the year in company owned market Zambia, as well as new franchise markets in Panama, Ivory Coast and Republic of Congo.
The Group plans to remain nimble and opportunistic in expanding and moving into new markets, such that if opportunities arise, the Group may accelerate its plans to enter a new market or continue to grow an existing market. Likewise it will defer its entry into a new market if it considers that appropriate opportunities are not presented at the relevant time.
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The history of Lovisa stores is as follows:
Lovisa
2021
2022
2023
2024
2025
Australia
153
154
168
178
182
New Zealand
24
25
27
28
32
Singapore
18
17
16
16
16
South Africa
64
69
75
81
87
Malaysia
28
32
41
44
42
United Kingdom - Lovisa
41
42
44
50
74
United Kingdom - Jewells
-
-
-
-
7
Spain
-
-
1
2
4
France
52
59
68
86
92
Germany
38
40
47
53
64
Belgium
8
11
11
17
17
Netherlands
6
5
7
9
17
Austria
3
3
7
9
9
Luxembourg
2
2
2
2
3
Switzerland
8
6
9
8
8
Poland
-
1
18
19
22
USA
63
118
190
207
229
Canada
-
1
7
14
32
Hong Kong
-
-
8
9
8
Taiwan
-
-
1
1
1
Botswana
-
-
1
3
3
Namibia
-
-
2
3
4
Mexico
-
-
4
4
5
Hungary
-
-
2
2
2
Romania
-
-
1
1
1
Italy
-
-
7
9
13
UAE
-
-
1
5
5
China
-
-
-
1
2
Ireland
-
-
-
3
10
Vietnam
-
-
-
1
1
Zambia
-
-
-
-
1
Middle East/Africa Franchise
36
44
30
20
22
South America Franchise
-
-
6
15
16
Total Stores
544
629
801
900
1031
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Streamline Global Supply Chain
Lovisa's third party suppliers are currently located in mainland China, India and Thailand. Stock is inspected by Lovisa's quality control team in China. Once manufactured, stock is transported to Lovisa's company operated warehouses in Melbourne, Australia (for stock to be sold in Australia and New Zealand), Wroclaw, Poland (for stock to be sold in Europe), Columbus, Ohio, USA (for stock to be sold in the Americas), or our 3PL warehouse in Qingdao, China (for stock to be sold in all other countries).
Lovisa constantly reviews its supply chain process for potential efficiency gains and cost reductions in order to generate higher gross margins. This includes improvements in its global warehouse and logistics program and the consolidation and rationalisation of its supplier base. As a result of this constant review the company has implemented warehouses in South Africa (3PL), the UK and Malaysia to better support our online customers in these markets.
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Enhance Existing Store Performance
Lovisa is constantly reviewing the efficiency of its existing store network to ensure that stores are run as profitably as possible, with stores closed if they are not performing to expectations and new sites continuing to be identified. Whilst some of the markets Lovisa operates in are mature and have less opportunities for new store openings, our leasing team continues to assess new sites as they arise. The global roll-out of piercing services into stores has been successful in driving enhanced customer loyalty and providing new customers an additional reason to choose to shop at Lovisa.
Also critically important in optimising store performance both in new and existing markets is the focus on operational execution at store level to ensure consistently high operational standards across all markets delivering the best experience for our customers. To ensure that we deliver on this, we continue to invest in people and localised support structures as well as enhancing our learning and development capabilities to ensure that we not only have the right team in place but that they are equipped to operate consistently to the level required.
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Brand Proliferation
Lovisa supports the growth of its brand through social media and promotional activity that matches our customer base and our international footprint. Efforts are focused on social media, rather than traditional media, as we believe it connects us directly to our customers in a way that suits their lifestyle.
P/21
The brand is also developed through the customer in-store experience - on trend product, cleanly merchandised, focused imagery, and the store "look and feel". Stores are located in high foot traffic areas, in high performing centres. The Group's online stores and presence on 3rd party marketplaces operate to service the markets in which the Group operates company-owned stores.
MATERIAL BUSINESS RISKS
The business risks faced by the Group and how it manages these risks are set out below. Further information surrounding how the Group monitors, assesses, manages and responds to risks identified is included within Principle 7 of the Company's Corporate Governance statement.
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Competition
The fast fashion jewellery sector in which Lovisa operates is highly competitive. While the costs and time that would be required to replicate Lovisa's business model, design team, IT systems, global store network, warehouse facilities and level of brand recognition would be substantial, the industry as a whole has relatively low barriers to entry. The industry is also subject to ever changing customer preferences.
Lovisa's current competitors include:
specialty retailers selling predominately fashion jewellery;
department stores;
fashion apparel retailers with a fashion jewellery section; and
smaller retailers (i.e. less than five stores) that specialise in the affordable jewellery segment.
Competition is based on a variety of factors including merchandise selection, price, advertising, new stores, store location, store appearance, online presence and execution, product presentation and customer service.
Lovisa's competitive position may deteriorate as a result of factors including actions by existing competitors, the entry of new competitors or a failure by Lovisa to successfully respond to changes in the industry.
To mitigate this risk, Lovisa employs a large product team to meet market demands as described in section 5.1. Management believes it would take a number of years for a new entrant to establish a portfolio of leases comparable with Lovisa in premium store locations due to substantial barrier to entry costs as detailed above.
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Retail Environment and General Economic Conditions
As Lovisa's products are typically viewed by consumers to be 'discretionary' items rather than 'necessities', Lovisa's financial performance is sensitive to the current state of, and future changes in, the retail environment in the countries in which it operates. However, with a low average retail spend per transaction, macro market performance is less likely to have a material impact on our business compared to other discretionary categories.
Lovisa's main strategy to overcome any downturn in the retail environment or economic conditions is to continue to offer our customers quality, affordable and on trend products.
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Public health crises, political crises and other catastrophic events outside of our control affect our sales or supply of inventory
Natural disasters, such as hurricanes, earthquakes, tsunamis, power shortages or outages, or floods; public health crises, such as pandemics and epidemics; social unrest; political crises, such as terrorism, war, political instability or other conflict; or other events outside of our control, could damage or destroy our stores or our products, make it difficult for our employees or customers to travel to our stores, result in delays or disruptions in the production and/or delivery
of merchandise to our distribution centres or our stores or in the fulfillment of e-commerce orders to our consumers, or require us to incur substantial additional costs to ensure timely delivery.
Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating results.
Factors mitigating these risks include the significant geographical diversity of our operations, continued investment in e-commerce channels to offset temporary inability to trade from physical stores, and business continuity plans and experience developed during the COVID-19 pandemic.
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Failure to Successfully Implement Growth Strategies
Lovisa's growth strategy is based on its ability to increase earnings contributions from existing stores and continue to open and operate new stores on a timely and profitable basis.
Lovisa's store roll-out program is dependent on securing stores in suitable locations on acceptable terms, and may be impacted by factors including delays, cost overruns and disputes with landlords.
The following risks apply to the roll-out program:
new stores opened by Lovisa may be unprofitable;
Lovisa may be unable to source new stores in preferred areas, and this could reduce Lovisa's ability to continue to expand its store footprint;
new stores may reduce revenues of existing stores; and
P/22
establishment costs may be greater than budgeted for.
Factors mitigating these risks are that fit-out costs are low with minimal standard deviation in set-up costs across sites and territories through our small store format and homogeneous store layout, minimising potential downside for new stores. The Group assesses store performance regularly and evaluates store proximity and likely impact on other Lovisa stores as part of its roll-out planning.
When entering new markets, Lovisa assesses the region, which involves building knowledge by leveraging a global network of industry contacts as well as our significantly globally experienced senior leadership team, and aims to secure a portfolio of stores in order to launch an operating footprint upon entry. The Group plans to remain nimble and opportunistic in expanding and moving into new markets, such that if opportunities arise, the Group may accelerate its plans to enter a new market or continue to grow an existing market. Likewise it will defer its entry into a new market if it considers that appropriate opportunities are not presented at the relevant time. Regular investigation and evaluation of new stores and territories is undertaken by management to ensure that the Group's store footprint continues to expand.
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Exchange Rates
The majority of inventory purchases made by Lovisa are priced in USD. Lovisa is exposed to movements in the exchange rate in the markets it operates in. Adverse movements could have an adverse impact on Lovisa's gross profit margin and overall profitability of non-AUD denominated markets.
The Group's foreign exchange policy is aimed at managing its foreign currency exposure in order to protect profit margins by entering into forward exchange contracts against movements in currencies required to be converted to USD associated with payments for inventory. The Group does not currently hedge its foreign currency earnings. The Group monitors its working capital in its foreign subsidiaries to ensure exposure to movements in currency is limited.
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Prevailing Fashions and Consumer Preferences May Change
Lovisa's revenues are entirely generated from the retailing of jewellery and piercing services, which is subject to changes in prevailing fashions and consumer preferences. Failure to predict or respond to such changes could adversely impact the future financial performance of Lovisa. In addition, any failure by Lovisa to correctly judge customer preferences, or to convert market trends into appealing product offerings on a timely basis, may result in lower revenue and margins.
In addition, any unexpected change in prevailing fashions or customer preferences may lead to Lovisa carrying increased obsolete inventory.
To mitigate this risk, Lovisa employs an experienced global product team to meet market demands as described in section 5.1. As the Group responds to trends as they occur, this drives store visits by customers and significantly reduces the risk of obsolete stock.
P/23
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Competition
EVENTS SUBSEQUENT TO REPORTING DATE
Other than the dividend determined to be paid as set out in note A6 to the Financial Statements, no matter or circumstance has arisen since 29 June 2025 that has significantly affected, or may significantly affect:
the Group's operations in future financial years, or
the results of those operations in future financial years, or
the Group's state of affairs in future financial years.
LIKELY DEVELOPMENTS
Information on likely developments is contained within the Review of Operations section of this annual report.
REMUNERATION REPORT - AUDITED
-
Remuneration Overview
The Board recognises that the performance of the Group depends on the quality and motivation of its team members employed by the Group around the world.
The Group remuneration strategy therefore seeks to appropriately attract, reward and retain team members at all levels of the business, but in particular for management and key executives. The Board aims to achieve this by establishing executive remuneration packages that include a mix of fixed remuneration, short-term incentives and longterm incentives.
In performing this responsibility, the Committee must give appropriate consideration to the Group's performance and objectives, employment conditions and external remuneration relativities in the global market that Lovisa operates in.
Further information surrounding the responsibilities of the People, Leadership, Remuneration and Nomination Committee is included within Principle 8 of the Company's
Corporate Governance statement.
- Principles Used to Determine the Nature and Amount of Remuneration
-
Remuneration Overview
Key Management Personnel (KMP) have the authority and responsibility for planning, directing and controlling the activities of the consolidated entity, and comprise:
Non-Executive Directors
Executive Deputy Chairman
Global Chief Executive Officer
Group Chief Financial Officer Non-Executive Director KMP Brett Blundy Chairman
Tracey Blundy Director
John Charlton Director
Sei Jin Alt Director Bruce Carter AO Director
Nico van der Merwe Alternate Director
Executive KMPJohn Cheston Global Chief Executive Officer and
Managing Director (from 4 June 2025)
Mark McInnes Executive Deputy Chairman
(from 4 June 2025)
Victor Herrero Global Chief Executive Officer
(until 31 May 2025)
Chris Lauder Group Chief Financial Officer
This report has been audited by the Company's Auditor KPMG as required by Section 308 (3C) of the Corporation Act 2001.
The People, Leadership, Remuneration and Nomination Committee is governed by its Charter which was developed in line with ASX Corporate Governance Principles and Recommendations. The Charter specifies the purpose, authority, membership and the activities of the Committee and the Charter is annually reviewed by the Committee to ensure it remains consistent with regulatory requirements.
A. Principles Used to Determine the Nature and Amount of RemunerationNon-Executive Directors KMP Remuneration
Non-executive Directors' fees are determined within an aggregate Non-executive Directors' pool limit of
$1,200,000. Total Non-executive Directors' remuneration including non-monetary benefits and superannuation paid at the statutory prescribed rate for the year ended 29 June 2025 was $598,860. Brett Blundy, the Non-executive Chairman, is entitled to receive annual fees of $240,000. Other Non-executive Directors are entitled to receive annual fees between $77,000 to $97,500 inclusive of superannuation.
The Non-executive Directors' fees are reviewed annually to ensure that the fees reflect market rates. There are no guaranteed annual increases in any Directors' fees. None of the non-executive Directors participate in the short or long term incentive programs.
Executive remuneration
Lovisa's remuneration strategy is to:
Offer a remuneration structure that will attract, focus, retain and reward highly capable people;
Have a clear and transparent link between performance and remuneration;
9. REMUNERATION REPORT - AUDITED (CONTINUED)
9.2 Principles Used to Determine the Nature and Amount of Remuneration (continued) A. Principles Used to Determine the Nature and Amount of Remuneration (continued)Build employee engagement and align management and shareholder interest; and
Ensure executive remuneration is set with regard to the size and nature of the position with reference to global market benchmarks (in the context of the Group operating in a global marketplace) and the performance of the individual.
Remuneration will incorporate at risk elements to:
Link executive reward with the achievement of Lovisa's business objectives, continued growth and financial performance; and
Ensure total remuneration is competitive by global market standards.
The Board believes that the remuneration structures in place for the executive team are appropriate. The Board were therefore disappointed to receive votes against the Remuneration Report at the 2024 Annual General Meeting totalling 73.6% of votes cast.
Lovisa is a global business competing for talent in the global market with significant global growth potential, which requires compensation packages competitive in this context to attract and retain the appropriate calibre of executive to deliver the Group's strategy and growth targets.
Whilst the Board understands the concerns of some shareholders in relation to the potential remuneration payable, it is of the view that the structure and at risk remuneration in place for the leadership of the Group is appropriate.
Global Chief Executive Officer Remuneration
With the exit of Victor Herrero as Global Chief Executive Officer on 31 May 2025 and the commencement of John Cheston as his successor effective from 4 June 2025, the Board have taken the opportunity as part of this change to review the remuneration package structure in place with the following remuneration packages in place respectively:
Victor Herrero's fixed cash remuneration remained at US$1,300,000 per annum for the period up to the end of his tenure, and he was not entitled to any further short or long term incentives in relation to the 2025 financial year
John Cheston's remuneration package will comprise the following components from his commencement in 4 June 2025:
Fixed Remuneration of A$2,350,000 per annum, including superannuation;
P/24
Short-term Incentive Opportunity of A$2,350,000 per annum vesting on a straight-line basis subject to the following performance hurdles:
EBIT Growth <18.5%: Nil
- EBIT Growth 18.5%: $188,000
EBIT Growth 30% or greater: $2,350,000
Subject to shareholder approval, John shall be eligible to participate in the Group's Long Term Incentive Plan (LTI) as amended and restated from time to time. He will be entitled to an initial 3-year LTI Grant vesting annually over its 3 year term to a maximum value of A$2,350,000 per annum, based on the following vesting schedule:
- FY26: A$2,350,000
- FY27: A$2,350,000
- FY28: A$2,350,000
- TOTAL: A$7,050,000
Vested LTI will be satisfied by the issue of Rights over ordinary shares in the Company, that will be subject to a 2-year holding lock during which time they will be entitled to receipt of dividends from the company by way of an equivalent cash payment. At the end of the 2-year holding lock they are convertible to ordinary shares for nil consideration at any time within the following 10 year period.
For each Performance Period, the number of Rights to be granted will be calculated by dividing the value of the applicable vested LTI Opportunity (following testing against the performance hurdle) by the 30 calendar-day volume-weighted average price (VWAP) of a Share for the period up to and including 30 June of the relevant Performance Period.
The performance hurdles for each year will be based on EBIT growth over the EBIT performance of the financial year immediately prior for each year vesting on a straight-line basis as follows:
EBIT Growth <18.5%: Nil
- EBIT Growth 18.5%: A$188,000
EBIT Growth 30% or greater: A$2,350,000
Calculation of the EBIT Hurdle and achievement against the EBIT Hurdle will be determined by the Board (or a committee of the Board) in its reasonable good faith discretion, having regard to any matters that it considers relevant.
Executive Deputy Chairman Remuneration
Mark McInnes was appointed as Executive Deputy Chairman ("EDC") with effect from 4 June 2025. Mark is employed by BB Retail Capital Pty Ltd ("BBRC") and provides services to the Company as EDC on behalf of BBRC under a consulting agreement ("the Agreement") between the Company and BBRC. BBRC is the investment vehicle of Lovisa Chairman Brett Blundy and currently owns 39% of the issued shares of the Company. Under the terms of the Agreement, the fee for Mark's services as EDC is $2,000,000 per annum, which reflects the arm's length value of the services provided. This fee is included as the remuneration Mark receives for his services for the purposes of the remuneration disclosures on page 77. Mark is not entitled to participate in any short or long term incentive programs of the Company.
9. REMUNERATION REPORT - AUDITED (CONTINUED)
9.2 Principles Used to Determine the Nature and Amount of Remuneration (continued)-
Principles Used to Determine the Nature and Amount of Remuneration (continued)
Group Chief Financial Officer Remuneration
Chris Lauder has been employed as the Company's Group Chief Financial Officer since September 2017, with his FY25 remuneration package comprising the following components:
Fixed Remuneration of $750,750 per annum including superannuation;
Annual Short Term Incentive opportunity of 50% of fixed remuneration (FY25: $375,375);
Annual Long Term Incentive opportunity of 50% of fixed remuneration (FY25: $375,375) Further details of the incentives noted above are included within this report.
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Remuneration Structure
The current executive salary and reward framework consists of the following components:
Base salary and benefits including superannuation
Short-term incentive scheme comprising cash
Long-term incentive scheme comprising cash and options or performance rights
The mix, quantum, terms and conditions associated with each of these components is determined annually by the Board using their discretion for each individual executive.
The mix of fixed and at risk components for each Senior Executive as a percentage of total actual remuneration for the 2025 financial year is as follows:
Senior Executive | Fixed remuneration | At risk remuneration |
John Cheston | 89% | 11% |
Mark McInnes | 100% | 0% |
Victor Herrero | 59% | 41% |
Chris Lauder | 73% | 27% |
P/25
Base Salary and BenefitsBase pay is structured as a total employment cost package which may be delivered as a combination of cash and non-cash benefits. Retirement benefits are delivered to the employee's choice of superannuation fund where relevant. The Group has no interest or ongoing liability to the fund or the employee in respect of retirement benefits.
Short Term Incentive planThe Group operates a short-term incentive (STI) plan that rewards some Executives and Management on the achievement of pre-determined key performance indicators (KPIs) established for each financial year according to the accountabilities of his/ her role and its impact on the organisation's performance. KPIs include company profit targets and personal performance criteria. Using a profit target ensures variable reward is paid only when value is created for shareholders.
The STI plan structure in place for FY25 was as follows:
KMP | Opportunity | Performance Period | Performance Measures | FY25 Outcome |
John Cheston Global Chief Executive Officer | nil | n/a | n/a | n/a |
Mark McInnes Executive Deputy Chairman | nil | n/a | n/a | n/a |
Victor Herrero Global Chief Executive Officer | nil | n/a | n/a | n/a |
Chris Lauder Group Chief Financial Officer | $375,375 | 12 months, subject to continued employment until the date of payment | Discretionary based on the Board's assessment of performance with reference to the following KPI: Delivery of 18.5% growth in EBIT on FY24 to $151m in FY25 (actual outcome 8.0% growth) Delivery of cost of doing business as a % to sales lower than FY24 by 2% (actual outcome higher than LY) | 33% |
Stock at cost per store (on a constant currency basis) equal to or below LY (actual outcome achieved) |
9. REMUNERATION REPORT - AUDITED (CONTINUED)
9.2 Principles Used to Determine the Nature and Amount of Remuneration (continued) B. Remuneration Structure (continued)John Cheston, Global Chief Executive Officer was not eligible to participate in the annual STI program for FY25, with his first STI opportunity to be granted for FY26. Neither Victor Herrero or Mark McInnes were entitled to participate in the STI program for FY25, with Mark McInnes' remuneration not including any STI or LTI opportunity on an ongoing basis.
The award of 33% of the Chief Financial Officer's STI was based on the Board's assessment of his performance against the criteria noted above, and therefore $125,125 of the STI opportunity of $375,375 to be paid.
Long Term Incentive planThe Company operates a long-term incentive (LTI) plan. The plan is designed to align the interests of the executives with the interest of the shareholders by providing an opportunity for the executives to receive an equity interest in Lovisa and in some cases a cash payment. The plan provides flexibility for the Company to grant performance rights and options as incentives, subject to the terms of the individual offers and the satisfaction of performance conditions determined by the Board from time to time.
The key terms associated with the LTI plan are:
A Performance Option or Right entitles the holder to acquire a share upon payment of an applicable exercise price at the end of the performance period, subject to meeting specific performance conditions (for Performance Rights, the exercise price is nil).
Both Options and Rights will be granted for nil consideration.
Performance ConditionsThe Board considers profit based performance measures such as EPS and EBIT to be the most appropriate performance conditions as they align the interests of shareholders with management.
FY2025 Global Chief Executive Officer LTI PlanFollowing his appointment as Global Chief Executive Officer of the Group effective 4 June 2025, John Cheston was granted a 3-year LTI Grant in respect of each of the financial years FY26, FY27 and FY28 (LTI Offer) in the form of an annual LTI opportunity for each performance period of $2,350,000. The value of the vested LTI opportunity will be determined by the Board at the end of each performance period (in the range from nil to $2,350,000) depending on the extent to which the performance hurdle for each performance period has been satisfied.
P/26
To the extent that the vested LTI Opportunity in respect of a Performance Period is greater than nil, John will be granted performance rights calculated based on dividing the vested LTI Opportunity for the relevant performance period by the 30 day volume weighted average price (VWAP) of the Company's shares for the period up to and including 30 June of the relevant performance period. Rights granted will be granted shortly after announcement of the full-year results for the Performance Period ("Grant Date"), and will be granted as fully vested (which means they are not subject to any further service or performance conditions), however they will be subject to a 2-year holding period from the Grant Date ("Holding Period").
During the Holding Period, John will be entitled to receive dividend equivalent cash payments (Dividend Equivalents) calculated based on the cash amount plus franking credit (if any) of any dividends paid on shares during the Holding Period that would have been received had John been holding the shares rather than Rights. Rights can be exercised after the end of the Holding Period for a period of 10 years from the Grant Date. No amount is payable on grant or exercise of the Rights.
The table below sets out the maximum LTI opportunity for each performance period:
EBIT Growth threshold | LTI Opportunity FY26 Performance Period | LTI Opportunity FY27 Performance Period | LTI Opportunity FY28 Performance Period |
Less than 18.5% | nil | nil | nil |
18.5% | $188,000 | $188,000 | $188,000 |
19.5% | $376,000 | $376,000 | $376,000 |
20.5% | $564,000 | $564,000 | $564,000 |
21.5% | $752,000 | $752,000 | $752,000 |
22.5% | $940,000 | $940,000 | $940,000 |
23.5% | $1,128,000 | $1,128,000 | $1,128,000 |
24.5% | $1,316,000 | $1,316,000 | $1,316,000 |
25.5% | $1,504,000 | $1,504,000 | $1,504,000 |
26.5% | $1,692,000 | $1,692,000 | $1,692,000 |
27.5% | $1,880,000 | $1,880,000 | $1,880,000 |
28.5% | $2,068,000 | $2,068,000 | $2,068,000 |
29.5% | $2,256,000 | $2,256,000 | $2,256,000 |
Greater than or equal to 30.0% | $2,350,000 | $2,350,000 | $2,350,000 |
9. REMUNERATION REPORT - AUDITED (CONTINUED)
9.2 Principles Used to Determine the Nature and Amount of Remuneration (continued) B. Remuneration Structure (continued) FY2022 Chief Executive Officer LTI PlanFollowing his appointment as Chief Executive Officer of the Group in November 2021, Victor Herrero was granted a 3-year LTI Grant on 23 November 2021 (Grant Date) vesting annually over its 3 year term including a Cash Award and a Performance Rights component, with the number of Performance Rights to be granted under the award determined at the date set out in the table below (Determination Date). The table below sets out the maximum LTI opportunity for each performance period, split between a Cash Award and Performance Rights. The number of Performance Rights granted to Victor was determined on the Determination Dates specified below by dividing the grant value by the 30-day volume weighted average price (VWAP) of the Company's Shares at the relevant Determination Date specified below (Fair Value).
Tranche | End of Performance Period | Date number of Performance Rights determined (Determination Date) | Maximum Value of Performance Rights to be Granted (AUD) | Maximum Cash Award Opportunity (AUD) | Total Maximum LTI Opportunity (AUD) | Number of Performance Rights Granted at Determination Date |
Tranche 1 | 3 July 2022 | 23 November 2021 | 8,400,000 | 3,600,000 | 12,000,000 | 400,000 |
Tranche 2 | 2 July 2023 | 4 July 2022 | 24,400,000 | 3,600,000 | 28,000,000 | 1,742,857 |
Tranche 3 | 30 June 2024 | 3 July 2023 | 24,400,000 | 3,600,000 | 28,000,000 | 1,242,995 |
The Fair Value of each Performance Right for the purpose of determining the number of Performance Rights granted under Tranche 1 above was $21.00, $14.00 for Tranche 2, and $19.63 for Tranche 3. The grant of the Chief Executive Officer LTI Plan noted above was approved by shareholders at the 2021 Annual General Meeting, including the 400,000 Performance Rights granted on 23 November 2021 the 1,742,857 Performance Rights granted on 4 July 2022, and the 1,242,995 Performance Rights granted on 3 July 2023.
P/27
Tranche 1 and 2 Performance Rights vested during FY23 and FY24 respectively, with vesting outcomes noted below. The performance hurdles for Tranche 3 are set out below, with performance against the EBIT hurdle tested at the end of the FY24 Performance Period based on EBIT before the share-based payments expense recognised in the period associated with the LTI grants made to the CEO as set out above. Actual EBIT (before CEO's LTI) outcomes between hurdles resulted in a pro-rata vesting of the cash and rights.
Tranche | EBIT Hurdle (pre LTI) (A$m) | Cash Award Amount (A$m) | Value of Performance Rights that Vest (based on value per right at Grant Date) ($Am) | Total LTI Award value (based on value of Performance Rights at Grant Date) ($Am) |
Tranche 3 (vesting based on performance against EBIT Hurdle for FY24) | less than 95.0 | 0.0 | 0.0 | 0.0 |
95.0 | 2.0 | 2.0 | 4.0 | |
100.0 | 3.0 | 3.0 | 6.0 | |
110.0 | 3.6 | 5.4 | 9.0 | |
125.0 | 3.6 | 10.4 | 14.0 | |
140.0 | 3.6 | 18.4 | 22.0 | |
155+ | 3.6 | 24.4 | 28.0 |
REMUNERATION REPORT - AUDITED (CONTINUED)
-
Principles Used to Determine the Nature and Amount of Remuneration (continued)
B. Remuneration Structure (continued)
Calculation of the EBIT Hurdle and achievement against the EBIT Hurdle has been determined by the Board (or a committee of the Board) in its reasonable good faith discretion, having regard to any matters that it considered relevant. The number of Performance Rights that vested was calculated by dividing the value of the Performance Rights that vest as specified above by the Fair Value of each Performance Right for that Tranche as calculated at the Determination Date.
Upon Vesting of the Performance Rights and conversion to shares, the shares were subject to a 12-month holding restriction period (this did not apply to the Cash component).
The actual vesting outcome for the Tranche 3 Performance Rights described above was determined by the Board based on the financial performance for the 2024 financial year, Tranche 2 based on the 2023 financial year, and Tranche 1 based on the 2022 financial year, as follows:
Tranche
Performance Outcome (EBIT pre share-based payments expense)
% of total opportunity vested
Total LTI Opportunity ($)
LTI Vested ($)
Vested LTI Cash ($)
Vested LTI -Performance Rights ($)
Vested Performance Rights (Number)
Tranche 1
$101.3m
90.80%
$12,000,000
$10,901,100
$3,600,000
$7,301,100
347,671
Tranche 2 (i)
$132.8m
92.80%
$28,000,000
$26,000,000
$1,600,000
$24,400,000
1,742,857
Tranche 3
$140.1m
78.76%
$28,000,000
$22,053,083
$3,600,000
$18,453,083
940,045
(i) The vesting % of Tranche 2 noted above reflects the agreed vesting outcome between the Board and Mr Herrero, with the actual vesting % based on the EBIT outcome equal to 100% then reduced to the 92.8% vesting noted above by mutual agreement.
FY2025 Executive LTI PlanOn 12 December 2024 an LTI Award was made to certain Executives as part of the FY2025 LTI, comprising Performance Rights and a Cash component. The key terms associated with the FY2025 Executive LTI Grant are:
P/28
The performance period commences 1 July 2024 and ends 27 June 2027, with the LTI Award vesting evenly over the 3 year period.
Upon Vesting of the Performance Rights and conversion to shares, the shares will be subject to a 12-month holding restriction period (this does not apply to the Cash component).
A total of 26,331 Performance Rights were granted, based on a total grant value of $764,891 divided by the 30 day VWAP of the Company's Shares to the date of grant of $29.05. The LTI Award also included a Cash component totalling
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Principles Used to Determine the Nature and Amount of Remuneration (continued)
B. Remuneration Structure (continued)
$764,891, with the total LTI Award value $1,529,782. The cash component is paid out annually at equal tranches over the 3 year period.
For the Performance Rights and Cash Award to Vest, the Group needs to meet or exceed the following performance hurdles based on the Group's Earnings Before Interest and Tax for the FY25 financial year and continued employment with the Group as follows:
Tranche | End of Performance Period | Primary Performance Hurdle | Secondary Performance Hurdle |
Tranche 1 | 29 June 2025 | Growth in Company EBIT for FY25 of between 18.5% (20% vesting) to 25% (100% vesting) over FY24 (FY25 EBIT Hurdle) | Continued employment at the vesting date |
Tranche 2 | 28 June 2026 | Growth in Company EBIT for FY25 of between 18.5% (20% vesting) to 25% (100% vesting) over FY24 (FY25 EBIT Hurdle) | Continued employment at the vesting date |
Tranche 3 | 27 June 2027 | Growth in Company EBIT for FY25 of between 18.5% (20% vesting) to 25% (100% vesting) over FY24 (FY25 EBIT Hurdle) | Continued employment at the vesting date |
The FY25 EBIT Hurdle is calculated based on growth on FY24 Statutory EBIT. Once the FY25 EBIT Hurdle performance has been determined and the resulting vesting percentage determined for Tranche 1, this vesting percentage will also be applied to Tranche 2 and 3 assuming continued employment at the vesting date for each of those tranches. The actual EBIT for the financial year ended 29 June 2025 was $138.7m, representing growth of 8.2% on FY24. As a result, subsequent to the end of this financial year the Board have determined that none of the LTI Award granted under Tranche 1 has vested, and accordingly all of the three tranches of this LTI Award have lapsed in full.
REMUNERATION REPORT - AUDITED (CONTINUED)
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Principles Used to Determine the Nature and Amount of Remuneration (continued)
B. Remuneration Structure (continued)
FY2024 Executive LTI Plan
On 6 September 2023 an LTI Award was made to certain Executives as part of the FY2024 LTI, comprising Performance Rights and a Cash component. The key terms associated with the FY2024 Executive LTI Grant are:
The performance period commences 3 July 2023 and ends 28 June 2026, with the LTI Award vesting evenly over the 3 year period.
Upon Vesting of the Performance Rights and conversion to shares, the shares will be subject to a 12-month holding restriction period (this does not apply to the Cash component).
A total of 34,170 Performance Rights were granted, based on a total grant value of $670,758 divided by the 30 day VWAP of the Company's Shares to the date of grant of $19.63. The LTI Award also included a Cash component totalling
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Principles Used to Determine the Nature and Amount of Remuneration (continued)
B. Remuneration Structure (continued)
FY2024 Executive LTI Plan
$670,758, with the total LTI Award value $1,341,516. The cash component is paid out annually at equal tranches over the 3 year period.
For the Performance Rights and Cash Award to Vest, the Group needed to meet or exceed the following performance hurdles based on the Group's Earnings Before Interest and Tax for the FY24 financial year and continued employment with the Group as follows:
Tranche | End of Performance Period | Primary Performance Hurdle | Secondary Performance Hurdle |
Tranche 1 | 30 June 2024 | Growth in Company EBIT for FY24 of between 17.5% (20% vesting) to 30% (100% vesting) over FY23 (FY24 EBIT Hurdle) | Continued employment at the vesting date |
Tranche 2 | 29 June 2025 | Growth in Company EBIT for FY24 of between 17.5% (20% vesting) to 30% (100% vesting) over FY23 (FY24 EBIT Hurdle) | Continued employment at the vesting date |
Tranche 3 | 28 June 2026 | Growth in Company EBIT for FY24 of between 17.5% (20% vesting) to 30% (100% vesting) over FY23 (FY24 EBIT Hurdle) | Continued employment at the vesting date |
P/29
The FY24 EBIT Hurdle was calculated based on growth on FY23 Statutory EBIT. The actual EBIT for the financial year ended 30 June 2024 was $128.2m, representing growth of 21.2% on FY23. As a result, during the current financial year the Board have determined that 43.8% of the LTI Award granted under Tranche 1 has vested, with an equivalent vesting percentage to be applied to the subsequent tranches and those LTI Awards also vesting should each executive remain employed at the subsequent vesting dates. As a result, 4,986 Tranche 1 rights vested and were converted to shares for the relevant executives during FY25, with cash LTI payments made totalling $97,930. Each executive entitled to Tranche 2 above remained employed with the Company at 29 June 2025 and therefore at that date a further 4,986 rights vested and were eligible to be issued to executives subsequent to financial year end, with the Tranche 2 cash LTI payment also eligible to be made subsequent to financial year end totalling $97,930.
