Ladies and gentlemen, it is now a fraction past 11:00 A.M. On behalf of your directors, I welcome you to the Amotiv Limited Annual General Meeting for the year 2025. My name is Graeme Billings, Chair of your Board of Directors. I'd like to begin by acknowledging the traditional owners of the land on which we meet today, the Wurrungjeri Woi Wurrung people of the Kulin Nation. We pay our respects to their elders past and present. I declare a quorum is present and open the 68th AGM of the company. Before we begin, I would like to make you aware of some housekeeping matters. For your safety, I draw your attention to the emergency exit doors located at the rear of the room. Should an emergency arise that requires evacuation, staff will be on hand to assist you.
If you have a mobile phone, could you please ensure that it is on silent mode or turned off for the duration of the meeting? I also ask that you do not use cameras, video, or sound recorders during the meeting. The meeting is being webcast live today, so shareholders, staff, and other stakeholders of Amotiv. Following the conclusion of this meeting, an on-demand version will be available on the company's website for playback to interested parties who could not be available for the live stream. The notice of meeting was distributed to all shareholders more than the statutory requirement of 28 days ago, along with the company's annual report for the year ended 30 June 2025. I will take the notice of meeting as read.
Ladies and gentlemen, our meeting today is a hybrid meeting, meaning that shareholders may participate either by being present in person at this venue or virtually online. A significant number of shareholders have already voted and appointed proxies ahead of this meeting, and we thank them for doing so. Allow me to introduce your company's directors, all of whom are able to be present in person. On my immediate left is our Managing Director and Chief Executive Officer, Graeme Whickman. Graeme joined the board on 1st October 2018 following his appointment as Managing Director and Chief Executive Officer. He will address us later in the meeting. Next on my left is Raelene Murphy. Raelene was appointed a Non-Executive Director on 1st March 2025. She is an independent director and Chair of the Audit Committee. She stands for election today. Next to Raelene is Jennifer Douglas.
Jen was appointed a Non-Executive Director on 1st March 2020. She is an independent director and Chair of the Remuneration People and Culture Committee. Next to Jen is John Pollaers, who was appointed a non-executive director on the 23rd of June 2021. He is an independent director. On my immediate right is James Fazzino. James was appointed a Non-Executive Director and Chair-elect on 1st of August 2025. He is an independent director and will succeed me as Chair of the Board at the conclusion of this AGM. James stands for election today. Next on my right is David Robinson. David was appointed a non-executive director on the 20th of December 2011. He is also an independent director. Next to David on my far right is David Coolidge. David was appointed a Non-Executive Director on the 25th of June 2024.
He is an independent director and Chair of the Risk Safety and Sustainability Committee. I will retire from the Board at the conclusion of this meeting. Not on stage, but present in the room is our Chief Financial Officer, Aaron Canning. Also present here today is our General Counsel and General Secretary, Anne Mustaer. We also have present Maritza Arandita, partner of KPMG, the company's auditors. I welcome shareholders, proxies, and corporate representative questions on the items of business before the meeting. I will call for questions in relation to each item of business as we address that item during the course of the meeting. There are three ways to ask questions depending on how you are attending the meeting.
First, if you are attending the meeting in person, shareholders, validly appointed proxies, and corporate representatives who were given a blue or yellow voting card upon entry are entitled to ask questions. During the time allocated for questions, please walk up to one of the microphones standing in the center of the room to ask your question after the presentation of the relevant item of business. Second, for those attending the meeting online who wish to submit a written question, you may do so via the speech bubble icon on your screen. Type your question in the chat box on the right of the screen and then select send. Confirmation that your message has been received will appear above. You can ask written questions online anytime from now on, and we will endeavor to address them at the relevant time during the meeting.
Third, if you wish to ask a question via telephone during a time allocated for questions, instructions are shown below the broadcast window on the online platform. Given this is a hybrid meeting, I will first take questions from those physically present at the meeting, followed by telephone questions from participants who have joined us online, and finally, any written questions. Please ensure your questions are relevant to the business before the meeting. While time constraints may prevent us from answering all questions, we'll do our best to address all questions throughout the meeting. We have not received any shareholder questions before the meeting. By joining our hybrid annual general meeting today, you, as an Amotiv Limited shareholder or your appointed proxy, will have the opportunity to vote if you haven't already done so.
Voting today will be conducted by way of a poll on all items of business, and Computershare will act as the independent returning officer. Voting will be conducted electronically. In order to provide you with enough time to vote, and in case anyone needs to leave the meeting before it concludes, I will now open the poll to allow voting on items two to four. Voting is now open. Shareholders who are attending the meeting online can vote whilst logged into the meeting. Shareholders and others who are eligible to vote, who are attending the meeting in person, should refer to the instructions on their blue voting card to use their mobile device to log into the voting site via the QR code. For those who are eligible to vote, a voting icon is available on your screen.
Selecting this icon will bring up a list of the resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit submit as the vote is automatically recorded. Please ensure you cast a vote on all resolutions. You will receive a vote confirmation notification on your screen. To change or cancel your vote, click here to change your vote at any time until voting is closed. For shareholders, proxies, and corporate representatives attending in person, you vote by either scanning the QR code following the instructions as I have just described, or by completing the blue voting card that was provided to you upon admission. If you would like to vote using your blue voting cards, simply tick either the box for, against, or abstain against each item. Use a clear tick inside the box.
Once completed, place your ballot in the designated ballot box at the back of the room or hand it to a Computershare representative. You are free to submit your votes at any time, and you can change your vote up until the time I declare voting closed in the meeting. I will provide a warning before I move to close the voting at the end of the meeting. Prior to the commencement of today's meeting, valid votes have been received, representing 67.58% of Amotiv's issued capital. The proxy votes received on each item of business will be shown on the screen as we address each item in turn. To the extent that on any item there are open proxies available to be voted by me as Chair of the meeting, I advise the meeting that I will vote them for each of those items.
The Board recommends that you vote in favor of all resolutions. Today's proceedings will commence with my address to shareholders. Following my address, I will ask our Managing Director and Chief Executive Officer, Mr. Graeme Whickman, to address you on key operational and financial highlights. He will also provide commentary on the business strategy, a trading update for the first quarter of FY 2026, and an outlook for the medium term. Copies of our addresses and the presentation slides are available on ASX and on the company's website. After Graeme and I have addressed the meeting, we will turn to the formal business of the meeting. Okay, ladies and gentlemen, I am pleased to address you today on behalf of the Board. Shareholders will be aware that just over a year ago, the group became an Amotiv Pure Play under the Amotiv name.
We have now completed our first full year in this capacity, and with that in mind, I am very pleased to welcome you to the 2025 AGM. Amotiv delivered revenue up marginally by 1%, although underlying EBITDA was lower by 1% compared with the prior year. Gross margins were generally steady at 43.8% following close margin management by management, and we remain pleased with cash conversion at 90.6% at the end of FY 2025. In terms of capital management, shareholders will recall this time last year we announced an on-market buyback of the company's shares. As foreshadowed, this has resulted in 5% of the company's issued capital having been progressively acquired since then. In addition, the Board determined a final dividend for FY 2025 of $0.22 per share, bringing total dividends for FY 2025 to $0.405 per share, consistent with last year.
The aggregate return to shareholders of the buyback and dividends was over $105 million. Earnings per share increased 1.4% to $0.856 per share. We achieved this whilst maintaining leverage at a conservative level of 1.9x , around the midpoint of our capital allocation target range. Graeme Whickman will provide you with an outline of the operational performance of the group for FY 2025 in just a few minutes. Although overall performance was not as strong as we had targeted, the reasons are clear and almost all externally driven. Management has worked diligently to meet headwinds and has put the building blocks in place to deliver improved returns when these headwinds abate. Your Amotiv board and management team have been hard at work during FY 2025, considering the next phase of the group's strategy. Shareholders will recall that during 2021, we launched GUD 2025, our strategy and portfolio vision.
Pleasingly, the various aspects of that strategy have largely been delivered. For example, we more than doubled the size of the FY 2021 portfolio, all but achieved $1 billion net revenue, delivered group EBITDA margins at the upper end of the target range of 17%- 20%, and diversified revenue so that more than 15% now comes from outside Australia and New Zealand. In addition, the sustainability objectives were defined and embedded in GUD 2025 and have remained a constant focus since then. These aspects have been largely delivered. We achieved net zero scope 1 and 2 emissions from distribution businesses, achieved top quartile safety outcomes, recorded consistently high employee engagement scores, increased the proportion of revenue from products which are not internal combustion engine dependent to approximately 75%, and finally achieved level 3 or above APCO packaging and accreditation.
The board is proud of the group's performance against GUD 2025 and recognizes it is now time to define the next horizon. The next horizon will be leveraging our Amotiv Pure Play status and our quality suite of brands to deliver further improvements in shareholder returns. Graeme, our Managing Director, will tell you more about it in a minute or two. The board has undertaken significant refreshment during FY 2025. As you know, just before the start of the financial year, we added David Coolidge, a leader in the global automotive aftermarket. We were pleased to welcome Raelene Murphy as our Audit Committee Chair at the beginning of March 2025. Raelene brings a wealth of experience as a finance leader and Audit Committee Chair in listed companies. She's standing for election at the meeting and will address you soon.
As part of a pre-planned and orchestrated succession plan, I will retire from the board at this AGM, having served the company as a director for 13.5 years, the last five as Chair of the Board. Whilst it was a difficult decision, and I will miss being part of this great company, I am very pleased to be able to hand over the reins as Chair to James Fazzino. James is an excellent choice to chair the Board of Amotiv. He brings a wealth of executive experience, including in global transformation, as well as experience in significant director and chair roles in both listed and non-listed organizations. It was the combination, together with James's personable leadership style and transparent commercial acumen, which attracted the board to him.
James commenced as a director on 1st August , so I've had the opportunity to work closely with him to hand over the chairship, which he takes up following this meeting. I have no doubt that James will be an excellent director and Chair, and shareholders will find him well placed to steer the group to unlock shareholder value into the future. James is standing for election at this meeting and will address you shortly. On behalf of your directors, I thank Amotiv's people for their hard work and dedication of the group during FY 2025. I also thank shareholders for their ongoing support of Amotiv. I will now conclude my last address to you as Chair of Amotiv's Board. I wish the company, its people, and its shareholders the very best for the future.
Of course, I will continue to be keenly interested in all the great things to come at Amotiv as a shareholder. I now invite our Managing Director and Chief Executive Officer, Graeme Whickman, to discuss the operational performance of the group and its next horizon strategy. Graeme.
Thank you. Thank you, Graeme. Good morning, ladies and gentlemen. Thank you for the opportunity to address you today. I'm pleased to be able to provide a commentary on the performance of Amotiv for the FY 2025 financial year, and then I'll follow it with some outline of our next five-year horizon, what we're calling our Amotiv 2030 strategy. I'll also briefly update you on the trading of the group for the first quarter of FY 2026. I'm pleased to be able to highlight for you today our operational achievements during the FY 2025 period. As you heard through the Chair's address, our businesses responded to various external headwinds during FY 2025. However, at the same time, we've delivered various operational achievements, which I'm very pleased about. These are investments which will deliver future financial returns and efficiencies for our shareholders.
They include in our Powertrain and Undercar division, opening our new distribution center in Truganina in Victoria, where we've consolidated distribution for Disc Brakes Australia, Australian Clutch Services, AA Gaskets, and other businesses within our Powertrain and Undercar division. In our Lighting, Power, and Electrical division, Vision X in the U.S. has continued to grow and indeed across Europe in a diverse range of channels, delivering another year of double-digit profit growth. In our forward drive accessories and trailing division, we've established manufacturing in the South African plant. Our new facility is within meters of our inaugural customer there, Ford. We also commenced our sales in China to a Chinese original equipment manufacturer, and, pleasingly, we opened our towing performance center in the Keysborough location in Victoria. Across the group, we've continued to invest in our new product pipeline and our capabilities to support future growth.
This has led to Amotiv being externally recognized, including Projecta winning two Red Dot Design Awards in power management, and Ryco winning the Tivity Top Prize for their far most innovative company for manufacturing and consumer goods. In terms of measures of operational efficiency, our working capital continues to be managed well with various improvements made during the year in the inventory area. I'll briefly discuss our FY 2025 financial performance. I'll refer you to our annual report where you can find more detailed information about this performance. I can report that the key financial highlights from FY 2025, which included revenue growth of just over 1%, just short of a billion. You heard that from Graeme. Underlying EBITDA of $192 million, slightly down about 1%, and underlying EBITDA of $226 million, slightly up about a percent.
Cash conversion remained very strong, just a smidgen under 91%, and of course, our leverage at 1.9, well within our policy range, thereby maintaining what is a strong balance sheet. As Graeme also mentioned, returning over $100 million to our loyal shareholders across the financial period. The board determined to impair the APG business during the second half of FY 2025. The APG impairment is an accounting adjustment that has no impact on the underlying trading performance, operating cash flows, or compliance with debt covenants. The board and myself clearly remain confident in APG's medium-term outlook due to its strong competitive position, its research and development credentials, its market-leading brands, and deep OEM partnerships, and all of that is supported by a very strong and strategically aligned manufacturing footprint. In relation to the U.S.
tariffs, the 150+ announcements, a lot of them, made during the year, I can confirm that they relate to about 8% of the group's revenue. However, with the actions we've taken through that period, the financial impact in FY 2025 was negligible. From a strategy point of view, we've invested significant time throughout the year to refresh our strategy. The output has been a development of the Amotiv 2030 strategy and our transformation program to support it. Amotiv 2030, the refreshed new horizon, is a strategic plan for the group. As you can see on the slide, we've reduced and simplified from our prior 2025 strategy our strategic priorities, which are aligned with our divisions. This calls for us to solidify and defend the Australian and New Zealand lighting, power, and electrical business whilst growing a global niche lighting and power business from our established bases in the U.S.
and Europe. It also calls to build a leading integrated forward drive accessories and trailing business in Australia while leveraging the key expertise to build a focused global business and optimize our Powertrain and undercar portfolio while adding one or two adjacent future-proofed categories. Finally, simplify and improve the business via Amotiv Unified to make us more efficient and effective. Now, Amotiv remains an attractive pure play, and the investor thesis would have us looking at the fact that we serve large and resilient addressable markets supported by market-leading brands of largely internal combustion agnostic products. The group is led by an experienced set of management focused on improving shareholder returns through disciplined investment and backed by a strong and resilient balance sheet.
There's a lot of work to do, but we're all excited at that prospect, and Amotiv 2030 is designed to create a clear path to leveraging our Amotiv pure play to grow and create value for our shareholders, underpinned by a clear set of attractive investment thematics. Amotiv Unified is our transformation program, a body of internal projects designed to leverage our new status as that pure play to extract efficiencies from a whole of group scale and to uplift our products and services. That's a balanced program. It's focused on revenue optimization through to cost efficiency across the group. We kicked off Amotiv Unified in February of this year and are pleased with the progress we've achieved to date. Our transformation program is being led internally with some external expert support so that the knowledge, experience, and capabilities of our people are fully leveraged.
This is very important, and I'm determined that we undertake this change in a cost-effective, methodical, and sensible way with a focus on optimizing what a wonderful set of assets that this group really has. Amotiv Unified comprises three waves of projects scheduled to be executed over three years, and I'm really excited about Amotiv Unified because I can see the significant shareholder value being unlocked by it. Plus, it will establish the bedrock which the group can deliver the long-term strategy, Amotiv 2030, and of course, we'll keep all our shareholders appraised of the progress as we move through. In February, we announced the formalization of the Amotiv capital allocation framework. The purpose of this framework is to provide visibility for our shareholders around how we'll deploy the capital against a set of key return metrics, both for organic and inorganic investments.
We remain committed to measuring ourselves against these metrics. Importantly, these will also serve to guide target setting for our incentive purposes. For FY 2025, we performed in line or ahead on all metrics except return on capital employed, which was at 13.1% versus a target of 15%. Although this royalty is well ahead of our weighted average cost of capital, which is circa around 10%, it remains short of that 15% I just mentioned on a pre-tax basis. Now, as we turn our attention to FY 2026, royalty will remain a key area of focus and improvement. I want to finally talk about the trading update. Now, as I look at Q1, the trading update and FY 2026 outlook for the group, in relation to that quarter one performance, our revenue has grown by 3% and underlying EBITDA is in line with expectations.
Within our three operating segments, Powertrain and undercar, the wear and repair remains resilient with Ford workshop bookings one to two weeks out and stable. Forward drive accessories and trailing, new vehicle sales and mix are in line with expectations as we set out the year, and lighting, power, and electrical, the Australian resellers, and the OEM channels remain somewhat subdued. There is continued momentum in U.S. and European revenue for that segment, though. In relation to the guidance or the outlook for group's FY 2026 performance, we're expecting group revenue growth with underlying EBIT of $195 million circa and what is likely to remain a challenging environment, and we're seeing more evidence of that over the last couple of weeks. In summary, we currently expect no change to the FY 2026 outlook. That was obviously previously announced in August of 2025.
The core wear and tear categories to remain resilient and the Australian and New Zealand cyclical headwinds to continue to persist. Pricing actions are being taken to support gross margins with benefits weighted slightly to the second half. The Amotiv Unified net benefits of $10 million EBIT annualized have been realized, and we also expect, as part of the FY 2026 outlook, a combined offset of incentives and U.S. tariffs of about $8 million. Cash conversion is in line with our capital allocation framework, and I would suggest better. Balance sheet strength to be maintained with deleveraging in the second half, noting also that the on-market buyback of 5% of those issued shares has been now completed. In conclusion, I'd like to take the opportunity to thank the outgoing Chair, Graeme Billings, for his lengthy service to the group and for his dedicated support to the board.
Graeme leaves a wonderful legacy, and I've got a personal goodbye later on, but I'll say it in front of the shareholders as well. He leaves a wonderful legacy, an outstanding and refreshed Board, and a seamless transition to our new Chair. The business remains in great financial health and operating across each of those three automotive segments with an energized and forward-looking executive team. On a personal note, I've very much enjoyed the guidance, the support, and the mentorship that has been shown to me by Graeme. Thank you, Graeme, for that.
Thanks, Graeme.
I welcome James as our new Chair, the next Chair to keep me on my toes, no doubt. That's not in the speech, by the way. We're all very much looking forward to working with you, James, and continue to invest and grow the business and to realize our ambition on executing that Amotiv 2030 strategy. Finally, I want to say thank you to the hard work and dedication shown by the entire Amotiv team during FY 2025 and so far into this financial year. I know I say it regularly, but it's absolutely true. We've got a great team, and I'm enormously proud of our collective achievements. Thank you, and I will now hand you back to our Chair, Graeme.
Thanks, Graeme, particularly for those kind words.
More to come, Graeme.
Okay, now turning to the business of the meeting. There are four items of business to be put to the meeting. These are shown on the screen. As I mentioned earlier, I will call for questions after we have outlined the items of business to be considered. As a reminder, we have repeated on the screen here the methods for asking questions. I'll give you a moment to reread the slide. I reiterate that we encourage you all to ask questions on the business of the meeting. Item one is to receive and consider the financial report of the company and the reports of the directors and auditor for the year ended 30 June 2025. No vote is required on this item of business.
However, shareholders may ask questions relating to the financial statements and reports, as well as more general questions about the management and operations of the group or the audit, the content of the auditor's report, the company's accounting policies, and/or the auditor's independence. The company's auditor is here today to help answer your questions. The company did not receive any written questions addressed to the auditor by shareholders to the meeting. If you have a question for the auditor, please initially address it to me as Chair of the meeting. I will take verbal questions first and then relevant questions received through the online platform app. I'll now ask, do we have any questions?
Yes.
Henry Stevens from the Australian Shareholders Association.
Welcome, Henry.
I don't have any questions for the auditor. Just got a financial question, that's all. I wanted to ask you if you can give us a little bit more detail about board renewal. The board is a long way from your goal of having a 40-40-20 split between the genders, and one of your board members has been on the board for almost 14 years. The ASA believes that companies should adhere to tenure limits of no more than 12 years for independent directors. Otherwise, boards can become stultified over time. If you could just give us a little bit more detail on that, thank you very much.
Thank you. Firstly, on board tenure, David Robinson's been on the board for 13.5 years. He is regarded as independent by our board. We review that on an annual basis. David brings a lot of global aftermarket automotive experience and is a very valuable member of our board, so he continues to be independent. In terms of the 40-40-20 rule, we certainly have that in our minds. Right now, the diversity target is 29%, which substantially meets the 30% target. It's fair to say incoming Chair, James Fazzino, co-convenes two Champions of Change groups, and is on record as being a strong believer in the advantages of board diversity. As a result, diversity will of course continue to be a key focus as we go forward. Does that answer your questions there?
Thank you.
Thank you. Are there any other questions, please? Okay, Jeremy, are there any phone questions?
Mr. Chairman, there are no phone questions against this item.
Jeremy, are there any questions submitted online?
We have two general operational questions submitted online. The first is from Mrs. Sheena Smith. In the last 12 months, there have been about 2,000 data breaches in Australia. Ransomware results in 38.8% of companies paying the ransom, and 100% of ransom payers report getting the data back without incurring further cost or harm from the hackers. In recent times, 39 companies were affected by the Salesforce breach, with Qantas having its data published, which has significantly damaged its image. Does Amotiv have guidelines and policies in place to deal with data security, and do you regularly stress test systems and staff?
Thank you for that question. Yes, to both those questions, we have policies in place. We regularly test those policies and procedures from the Board all the way down through senior management, down into the company. The Board annually goes through a role play and reviews the policy. From Amotiv's point of view, we're well covered.
The next question is from Mr. Stephen Main. Thank you to Graeme Billings for his 13 years of service on the board, the last five as Chair. At last year's AGM, Graeme said he had bigger regrets than the February 2012 decision to sell out 25.4 million shares in Breville at $3.35 a share, raising $84 million and booking a $66 million profit. If held today, these shares would be worth $733 million. Could Graeme please comment on what he regards as the best two decisions made during his time on the board, and what are his bigger regrets than the decision to sell out of Breville?
Thank you, Stephen. Certainly, some great decisions the company has made over the years. The first one that readily comes to mind is the group becoming an Amotiv Pure Play. That was really important in terms of our strategy and how we viewed the marketplace at the time and the future that we see in the automotive market, the aftermarket. That includes margins and a whole range of different things, market conditions, which we take advantage of in that sector. Another immediate change that has been a good one is the name change to Amotiv Limited. I think that that really tells a lot about what the company is and where we play. We got a lot of good feedback, fair to say, Graeme, on the change of name. Stephen, I think I've answered that question.
There's one further general question.
Okay.
Can you shed some light on the impact by EV sales in Australia on Amotiv's short and mid-term revenues?
Sorry, I just missed it. Can you read that again, please, Jeremy?
Yeah, sure. Can you shed some light on the impact by EV sales in Australia on Amotiv's short and mid-term revenues?
It's been fairly minor, I would say, Graeme. You might like to be a little more specific, but yeah, overall minor at this point, Graeme.
Yeah, thank you. I'll just say a couple of things, Graeme. The current trajectory of EV sales in this market hasn't come to pass as first thought. If you looked at the electrified platforms that are currently being sold, there's a good proportion that sit in HEV and PHEV as opposed to distinct EV. Having said that, though, even at an EV level, as they're coming in, we have a repair and reman of both hybrid and EV batteries, first commercial grade in the country. That helps us with the EV. That TAM is very small, less than $50 million as it stands today. Actually, the onslaught of PHEV, and you'll see across the globe at the moment that all the OEMs are actually pulling back their EV plans and actually pushing PHEV. A PHEV index is at about 143% in terms of the serviceability.
Naturally, it has a combustion engine and it has a hybrid powertrain of which we can both serve. It represents an opportunity and that's with the global trend. We stand well positioned for that, both EV and PHEV, whilst we're still servicing a car park that's about 19.1 million units. That's currently ICE and one of the most complex and diverse in the world where we're very strong and have a very strong defensive moat. We're well positioned and actually enjoying that opportunity.
Thanks, Graeme. Jeremy, are there any more questions?
No further questions.
Thank you. If there are no further questions, we'll move to the next item on the agenda, which is the election of directors. Following a search conducted by an executive search team, the Board appointed Ms. Raelene Murphy as Non-Executive Director and Chair of the Audit Committee from the 1st of March 2025. In accordance with rule 34B of the company's constitution, Ms. Murphy offers herself for election. Details of Ms. Murphy's experience and qualifications are set out in the notice of meeting. The details of the proxy votes received in relation to this item are displayed on the screen. I invite Raelene to address the meeting in respect of the motion of her election.
Thanks, Graeme, and good morning, shareholders, and thanks for joining us this morning. I'm delighted to be standing for election to the board of Amotiv. I was attracted to the Amotiv board for a number of reasons, which Graeme, or both Graemes, have articulated well in their addresses. Amotiv, in its reinvention as an auto parts and aftermarket pure play, comprises a stable of iconic and industry-leading brands with terrific distribution through its partners and enviable margins. The Amotiv Unified transformation program represents an excellent opportunity to simplify and optimize these businesses to future-proof them for further growth and to deliver greater cost and service delivery efficiencies, which will be great for our customers and great for shareholders. Amotiv is a unique business with its market-leading position across almost the entirety of the car park.
In the short time I've been on the board, I have been absolutely impressed by the caliber and longevity of our people, all of whom are passionate about the sector and who are led incredibly well by our CEO and Managing Director, Graeme Whickman. The board brings together terrific experience in the sector and its adjacencies, domestically and internationally, and tremendous functional experience. This is incredibly important as we embark upon the next stage to seek to further exploit our parenting advantage, and I'm confident that I can add to that skill base. For all of these reasons, Amotiv represents an exciting opportunity for shareholders and for me as a director. A summary of my credentials are laid out in the notice of meeting.
I bring a wealth of listed company board experience to Amotiv, having been a professional director since 2015 and having chaired audit and audit and risk committees across a number of ASX 100 to 300 businesses during that time. My qualifications are in finance. I'm a fellow of the Institute of Chartered Accountants. My experience has been both as a CEO in industry and a partner and Managing Director in professional services, specializing in business transformation, in particular post-acquisition integration. I bring a highly commercial lens to the audit committee, in addition to a well-trodden path on governance and feel that I can make a valuable contribution to this board. I'm very excited to work with Amotiv's executive and board to deliver increased value to shareholders and would like to thank you for that opportunity to represent the shareholders and for your votes thus far. Thank you.
Thanks, Raelene, and I might add very, very well done with a broken patella. Welcome. Are there any questions of myself or Raelene, please?
Yes.
Henry Stevens from the Australian Shareholders Association. Congratulations, Raelene, on joining the board. You've obviously got terrific experience, and I read your CV with a great deal of interest. I noticed that you've got cyber and digital experience, which a lot of directors don't really have today. I was just wondering if you could elaborate on what you've been doing in this space, as it is a very important skill. I think that's really terrific that you've got that experience. If you could just elaborate a bit more.
Yeah, thanks for the question. I think the greatest challenge in sitting in heading audit committees and audit and risk committees is actually getting the skills around the board and debunking a lot of the technical jargon that goes with cyber and ensuring that you have a framework where directors can actually opine on whether there are the processes and infrastructure in place to ensure that we have the best opportunity of averting a cyber disruption to the business. I think, as I sort of reflect on how this has become such an important part of board governance, I think I would have to say that that would be one of my greatest contributions is in simplifying it and in clarifying what our mission is in effective governance. What does governing around cyber actually represent? I think we cover it well in our agendas.
We drive best practice with our CTOs, and I would say in Amotiv, we've got a terrific bloke heading that up. I hope that answers your question.
I'm just wondering which company you've had that experience in in your CV.
In terms of the emergence of cyber being a governance issue, probably the last six years, it's been top of mind for every director, and in particular in a leadership role as Chair of Audit or Chair of Audit and Risk. If you're not all over it like a hairy shirt, you're not doing your job. In particular, even going back to the old days when I was an auditor, I used to head up tech audit.
I've sort of been at the leading edge of that for a long time, but in relation to governance around cyber, I continue to do that through the four boards that I'm on, chairing audit and risk across those four, and I'm pretty active and engaged in that space because I don't want to be that guy, that person who's heading up the Audit and Risk Committee when someone knocks on our door and says, "Well, your NIST score is zero." I drive a pretty hard bargain on that. Thanks.
Thanks, Raelene. All set, Henry?
Yep.
Jeremy, are there any phone questions?
Mr. Chairman, there are no phone questions.
Jeremy, are there any questions submitted online?
We have one question online from Mr. Stephen Main. We lost our previous Audit Committee Chair, Carole Campbell, at last year's AGM after just three years on the board. Her departure was never properly explained, and she wasn't invited to offer some exit reflections when asked at that AGM. As the new Audit Committee Chair, could Raelene Murphy outline whether she spoke to Carole Campbell before taking on this role? What is her understanding of the reasons behind Carole's seemingly premature and unexplained departure?
Thanks, Stephen, and thanks for the question. I didn't speak to Carole Campbell in particular, but I spent a lot of time with each of the board members that were there, some new, some old, some had been there for quite some time. I sort of had a broad understanding of what opportunities there were in the role and was very comfortable that there wasn't a systematic issue that would prevent me from doing my job in those conversations, if that answers the question.
Yeah, thanks, Raelene. Any other questions, Jeremy?
No further questions.
Okay, thank you. If there are no further questions, I'll now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Following a global search conducted by an executive search team, the board appointed Mr. James Fazzino as a Non-Executive Director and Chair-Elect of the Amotiv board from 1st August 2025. Mr. Fazzino will succeed me as Chair of the board following this meeting. In accordance with rule 34B of the company's constitution, Mr. Fazzino offers himself for election. Details of James's experience and qualifications are set out in the notice of meeting. The resolution on item 2B appears on the screen. The details of the proxy votes received in relation to this item are displayed also on the screen. I invite Mr. Fazzino to address the meeting in respect of the motion for his election. James.
Thank you, Chair, and good morning to shareholders. It's an honor to stand before shareholders seeking an election to the Amotiv board as a Non-Executive Director, and of course, if elected, to assume the role of Chair at the conclusion of today's meeting. Throughout my executive career, I've had the privilege of serving as both a CEO and CFO in a global ASX 50 listed company. These experiences have given me hands-on experience in strategic leadership, financial stewardship, and navigating complex global markets. Specifically, I bring deep experience in global manufacturing and supply chains, customer-led innovation, and international expansion from an Australian base, particularly in the USA. All of these have direct application in Amotiv's growth plans. The operational foundation has been further enhanced by my recent service as a Non-Executive Director and Chair in both medium and large ASX listed businesses.
I have a proven track record of delivering competitive returns to shareholders through strategic oversight, focus on operational excellence, and sustainable growth. In addition to my executive and board experience, I am proud to serve as a co-convener on two Champions of Change groups, something that Graeme alluded to earlier, where I actively advocate for gender equality and leadership. I believe achieving gender equality is not only a moral imperative but also a strategic necessity and key to unlocking Australia's productivity potential. I'm a strong believer in 40-40-20 for board composition and assuming balanced representation and inclusive decision-making. As a Non-Executive Director of Amotiv, my commitment is to leverage all of the experience to provide rigorous governance and strategic guidance. I believe in fostering a culture of transparency and accountability, ensuring that we maintain being agile and responsive to market opportunities while maintaining prudent risk management.
I'm passionate about preserving Amotiv's entrepreneurial and customer-focused mindset whilst driving disciplined executive. To our ongoing Chair, Graeme Billings, who deserves tremendous credit for leading the transformation of GUD into Amotiv, from a board perspective, creating a focused automotive specialist group with strong market positions. As an incoming Chair, I'm committed to building on these foundations. My goal is to lead a board that not only meets its fiduciary responsibilities but drives long-term value creation for all shareholders. I believe in harnessing our board's diverse perspectives, and we've got a wonderful board, and working closely with our leadership team led by our CEO, Graeme Whickman, to capitalize on the significant opportunities ahead. I've thoroughly enjoyed our conversations to date, Graeme. Amotiv is exceptionally well positioned in attractive markets with talented people and strong businesses.
I'm excited by the opportunity to work with the board and management team to unlock significant value creation and inherit the opportunities ahead. Thank you for your consideration.
Thanks, James, and you're 100% correct. We do have a wonderful board here at Amotiv. Are there any questions from the floor of either myself or James? No, Jeremy, are there any phone questions?
There are no phone questions.
Are there any questions submitted online, Jeremy?
There's one online question from Mr. Stephen Main. Could James please comment on his experience of the recruitment process that led to his appointment to the board and subsequent appointment as Chair? Which of our directors did he know before engaging with the recruitment process?
I didn't know any of the directors apart from I have had a relationship with Graeme from time to time. It was led by the NOMs committee and I just thoroughly enjoyed the conversation both with the non-executive directors, but of course with Graeme Whickman. I'm really passionate about his vision and the shareholder value that we can create. It was an extensive process over a number of months where we got to know each other. What you're looking for is fit, both with experience but also style. When I met the board one-on-one, it certainly ticked the box of both of those. Thank you.
Just to be clear on that, the current Chair was not part of the recruitment team, fair to say, James?
Yeah, of course. Thank you.
Thank you. If there are no further questions, I'll now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. No other nomination has been received and no other person is eligible for election as a director. Agenda item three is the adoption of the company's 2025 remuneration report. The resolution on item three appears on the screen. Please note that the vote on this item is advisory only. However, the board takes the outcome of the vote into consideration when reviewing the remuneration practices and policies of the company. The remuneration report is set out on pages 30 to 49 of the 2025 annual report, which can be found on the company's website. Additional statutory information in relation to the remuneration of key management personnel is included in note 32 to the financial statements.
The remuneration of non-executive directors, as recommended in the ASX Corporate Governance Guidelines, is by way of fixed remuneration and has no incentive element. Remuneration of the company's senior executives has a fixed element and variable elements comprising a short-term incentive, or STI, which is based on achieving predetermined financial and non-financial performance criteria, and a long-term incentive, or LTI. Your board oversees the LTI and STI plans and provides careful consideration in relation to any awards applying at its discretion if warranted. The board reviews remuneration and the incentive framework for key management personnel annually. For FY 2026, the board has determined that there will be no increase in either directors-based fees or executive key management personnel; it is fixed remuneration. Details of the proxy votes received in relation to this resolution are displayed on the screen. Are there any questions from the floor? Yes, Henry.
Henry Stevens from the ASA. The CEO received a 15% increase in fixed remuneration to $1.9 million in 2025. When you combine this with last year's increases in the target and maximum STI and LTI, the result is a very large increase in the CEO's total package over the last two years. Can you please explain this? Thank you.
Thanks, Henry. Yes, I can explain it. That decision was made last year, and it appeared in the NOMs. The board is very satisfied, very happy with the performance of the CEO. Let me say that from the outset. We took advice from external consultants in terms of they carried out a benchmarking review based on peer companies, market capitalization, and peer companies' revenue, as well as the opposition companies as well. We took into account. At the time, we thought it was appropriate, and naturally, we still believe it was the appropriate decision, and it's been fully disclosed. Does that answer your question? Thank you. Jeremy, are there any phone questions?
No phone questions.
Are there any questions submitted online?
There's one online question from Mr. Stephen Main. Thank you for once again disclosing the proxies earlier with the formal addresses, and well done achieving such a strong voting support with a modest 6% against vote on this remuneration report being the largest protest vote. As an additional disclosure measure, could you please advise the ASX how many shareholders voted for and against each item, similar to with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. It is true that retail shareholders tend to vote against remuneration reports, but the likes of Qantas, ASX, Suncorp, Stockland, ARB, Myer, Tabcorp, and Computershare have all voluntarily provided this data at their most recent AGMs. You've got the data, so why not let the sun shine in?
I think we will be advising the ASX, not at all. Anne?
Not at the number of shareholders that vote, Chair.
Sorry, not the number of shareholders, yes. It's not our normal practice, Stephen, and it's something that we won't be going down that track. Jeremy, are there any more questions?
No further online questions.
Okay. If there are no further questions, I'll now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Item four on the agenda is the approval of an LTI equity grant to the Managing Director and CEO, Mr. Graeme Whickman, under the terms of the company's long-term incentive equity plan. A detailed explanation of this resolution and the proposed structure of the LTI incentive is set out in the explanatory notes accompanying the notice of this meeting. In summary, under this structure, Graeme Whickman has a maximum long-term incentive of shares in the company equivalent to 150% of his FY 2025 fixed rem, which, subject to meeting performance conditions, would be delivered in equity in three years' time.
The board considers that this aligns with the interests of shareholders by incentivizing the realization of the growth strategy of the business as reflected by the LTIP performance conditions. It also aligns with the benchmarking data which the board uses to inform decisions related to remuneration. If approved by shareholders, Mr. Whickman will be granted 250,645 performance rights, which will vest at the end of the three-year period from FY 2026 to FY 2028, to the extent that his LTIP incentive targets, the performance conditions that is, are met. To the extent that the performance rights vest at that time, they will be exercisable into shares by Mr. Whickman at the rate of one share in Amotiv for each vested performance right. The performance rights will be divided into three tranches, which reflect the three target areas to which performance conditions attach.
The first tranche, which is 40% of the total number of performance rights to be granted, is subject to a performance target that compares the total shareholder return, TSR, of the company with the TSR performance of entities in a comparator group over the three-year performance period, taking into account capital adjustments where appropriate. Performance rights will vest on a proportional basis under this tranche to the extent of the company's TSR if the company's TSR equals or exceeds the median TSR of the comparator group. TSR performance must be positive to qualify. The second tranche, which is also 40% of the total number of performance rights to be granted, is subject to a performance target, which is the compound annual growth rate, or CAGR, in earnings per share before amortization, EPSA, over the three-year performance period.
As set out in the notice of meeting, performance rights will vest on a proportional basis under this tranche to the extent that the CAGR equals or exceeds 4%. The third tranche, which is 20% of the total number of performance rights to be granted, is subject to a performance target, which is new this year. For the FY 2026 to FY 2028 LTIP, ROCE has replaced the non-ICE revenue target previously used. This tranche will be measured on the overall percentage return on capital employed, ROCE, achieved by the group over the performance period. As set out in the notice of meeting, performance rights will vest on a proportional basis under this tranche to the extent the ROCE equals or exceeds 17.2%. The targets have been carefully designed by the board to align the interests of executives such as Mr. Whickman with the interests of shareholders.
The board regards the LTI incentives as critical in attracting and retaining. The executive talent considered by the board is crucial to the delivery of sustainable long-term shareholder value. The resolution for item four and the details of the proxy votes received in relation to this resolution are displayed on the screen. Are there any questions from the floor? No, Jeremy? Are there any phone questions?
No phone questions.
Are there any questions submitted online, Jeremy?
There are no online questions.
Thank you. If there's no questions, I will now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Ladies and gentlemen, we have concluded the resolutions to be put to the meeting. Please finalize your voting on all resolutions now. Shortly, I will close the voting system. I will pause to allow you to finalize your votes before I close the poll. Computershare, would you please now close the voting? Oh, not quite yet.
Okay. Another one there. Thank you. Okay, I think now I can safely declare that the voting is now closed. The results of the poll on all items will be notified to the ASX shortly following the conclusion of this meeting in accordance with the listing rules. Voting results will also be available on the company's website. Ladies and gentlemen, I thank you for your attendance, and I now declare the meeting closed. Following the meeting, the results of the voting will be uploaded to the ASX as soon as possible, and a copy of the webcast of this meeting will be made available for viewing on the company's website. The other directors and I would be very pleased if you are now able to join us for a cup of tea or coffee in the foyer outside this room. Please join us. Thank you.