Well, that is an inspiring way to start the meeting. Ladies and gentlemen, on behalf of your directors, I welcome you to the Amotiv Limited annual general meeting for the year 2026. My name is James Fazzino. I am your Chair of the Board of Directors. I would like to start by acknowledging that we are on country, and specifically in this room, we are on Wurundjeri country, and I want to pay my respects to elders past, present, and emerging. I declare a quorum is present and open the 69th annual general meeting of the company. Before I begin, I just wanted to make you aware of some housekeeping items. For your safety, I draw your attention to the emergency exit 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 in your pocket, could you please ensure that it is on silent mode or turned off for the duration of the meeting? I also ask for you not to use cameras, video, or sound recorders during this meeting. The meeting is being webcast live today to shareholders, staff, and other stakeholders of Amotiv. Following the conclusion of the meeting, an on-demand version will be available on the company's website for playback to interested parties who could not be available to join us on the live stream. The notice of the meeting was distributed to all shareholders more than the statutory requirement of 28 days ago. The company's annual report for the year ended 30 June 2026 was distributed on 11 August 2026. 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, as a given number of shareholders have already voted and appointed proxies ahead of the meeting, and we thank them for doing so. Let me introduce our wonderful Board of Directors. On my immediate left is our Managing Director and Chief Executive Officer, Graeme Whickman. Graeme joined the board on 1st of October 2018, and that followed his appointment as Managing Director and CEO. Graeme will address the meeting later in the agenda. On my next left is John Pollaers, who was appointed a Non-Executive Director on 23rd of June 2021. He is an independent director. Next to John is Raelene Murphy. Raelene was appointed a Non-Executive Director on 1st of March 2025.
She is also an Independent Director, and she chairs the Audit Committee. On my immediate right is Jennifer Douglas. Jen was appointed as a Non-Executive Director on 1st of March 2020. She is an Independent Director, and she chairs the Remuneration, People, and Culture Committee. Jen is also standing for re-election today and will address the meeting in the agenda. Finally, next on my right is David Coolidge. David was appointed a Non-Executive Director on 20th of June 2024. He is an Independent Director and Chair of the Risk, Safety, and Sustainability Committee. David lives in the U.S. He is joining us from Chicago, so thank you again for a very long flight. Not on stage, but present in the room is our Chief Financial Officer, Aaron Canning, and General Counsel and Company Secretary, Anne Mustow.
We also have present Maritza, who is Partner at KPMG, and of course, KPMG were the company's auditors for the 2026 financial year. She is available in the agenda if you want to ask any questions to the auditor. I welcome shareholders, I welcome proxies and corporate representatives' questions on the items of business before the meeting, so thank you for giving those in advance where you have. 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. Firstly, 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, you are entitled to ask questions.
During the time allocated for questions, please walk to the microphone, which is on my left, and could you please introduce yourself? Then you will be able to ask your question, and it is after the presentation of each 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 into the chat box on the right of the screen, and then select send. Confirmation that your message has been received will appear above on the screen. You can ask written questions online at any time from now, and we will endeavor to address them at the relevant time in the meeting. Although what we will do, if there are similar questions, we will group them and answer them together.
Third, if you wish to ask a question via telephone during the time allocated for questions, instructions are shown below the broadcast window on the online platform. Given this is a hybrid meeting, I will take questions from those that are physically present at the meeting first, followed by telephone questions from participants who have joined online, and then finally, we will deal with any written questions. Please ensure your questions are relevant to the item of business before the meeting. While time constraints may prevent us from answering all questions, we will do our best to address questions throughout the meeting. We have not received any shareholder questions before the meeting. Voting instructions. 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 have not 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 from two to five. 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 or to use their mobile device to log on to the voting site via the QR code. For those who are eligible to vote, a voting icon is available on your screen.
Selecting the icon will bring you up a list of the resolutions and present you with the 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 once you've done that. To change or cancel your vote, click the link which says, "Click here to change your vote," at any time until the meeting is closed. For shareholders, proxies, and corporate representatives attending in person, you vote by either scanning the QR code following the instructions I've just described, or by completing the blue voting card that was provided to you on admission. If you would like to vote using your blue voting cards, simply tick either 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 Computershare representatives. You are free to submit your votes at any time, and you can change your vote up until the time I declare voting closed later 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 approximately 64.26% 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'll ask our Managing Director and Chief Executive Officer, Graeme Whickman, to address you on the key operational and financial highlights. He'll also provide you with a commentary on the business strategy, a trading update for the first quarter of financial year 2027, and an outlook for the medium term. Copies of our addresses and presentation slides are available on the ASX or on the company's website. After Graeme and I have addressed the meeting, we'll return to the formal business of the meeting.
Starting with my address, it's a privilege to address shareholders for the first time as Chair on behalf of the Amotiv board. Firstly, looking at the 2026 result, the board regards the operating result as solid, particularly given the challenging environment. We've seen a combination of weaker consumer demand, greater global economic and geopolitical uncertainty, and a significant change across the automotive industry. These are different challenges and they require different responses. We cannot control consumer confidence, geopolitical developments, or disruption to vehicle production. But what we can control is how we manage costs, how we execute on pricing, inventory, customer relationships, and our own operating performance. At the same time, the emergence of new automotive manufacturers and changing vehicle platforms creates opportunities for all of our businesses, and that's because they have such strong brands, a distinctive engineering capability, and established customer relationships.
We see the change in car park as an opportunity, not a threat to the business. On safety, our total recordable injury frequency rate improved by around 30%. Nothing matters more to us than our people going home safely, and that progress reflects the commitment of our people right across the business. To get safety right, you need to get everything right. Amotiv Unified, our transformation program, has now delivered AUD 15 million in net annualized benefits, making our manufacturing supply chain and back office more efficient. Financially, underlying EBITA, which is our preferred measure of profit, was up 1.6% to AUD 195 million. The balance sheet remains in sound shape. We've leveraged down to 1.85x. Importantly for shareholders, dividends increased by 6%. In total, we returned AUD 75 million to shareholders through dividends and share buybacks. Turning to the 2027 outlook, the outlook's challenging.
Market conditions have deteriorated since our results announcement in early August, and that's particularly the case in our 4WD business. In addition to further geopolitical risk, we're also seeing the impact of specific disruptions, including flooding in Thailand, and that's our major manufacturing location. That's impacted vehicle production at OEM plants, and in turn, the supply of vehicles into our markets. These evolving conditions are reflected in our updated outlook for 2027, which Graeme will talk to in more detail shortly. This is disappointing and we recognize the impact on shareholders, but we need to distinguish between the pressures affecting near-term earnings and the underlying strengths of the businesses. Our Powertrain and Undercar, and Lighting, Power, and Electrical business continue to demonstrate resilience. We're delivering benefits from Amotiv Unified, improving productivity and securing new international businesses as we support future growth.
These are tangible developments, not simply expectations of a market recovery. We remain confident in the business, but we know that confidence must be supported by performance, and that is where our focus is. Let me talk to the share price and capital allocation. In terms of the share price directly, clearly the share price has fallen significantly over the last 12 months, and we share shareholders' disappointment. In fact, the board are shareholders in the company. I want to be really clear about the board's view. We believe the current share price substantially undervalues Amotiv. The board believes that buying back our own shares at current prices represents an attractive investment in Amotiv. That's why today we're announcing a further on-market buyback of up to 5% of issued capital.
We have considered this decision alongside other opportunities to reinvest in the business, and also, crucially, the importance of maintaining a strong balance sheet. We will remain disciplined in executing the buyback and preserving the financial flexibility to support our strategic priorities. We recognize that the market wants to see stronger earnings performance, and it's our job to deliver that performance and demonstrate that the value that we see in the business is reflected in earnings. Let me just touch on why I believe in the business. As you're aware, I joined the board around about a year ago. I joined it because when I look at the Australian aftermarket, it's an attractive industry. We've got a large and aging car park, recurring maintenance that's largely non-discretionary, and as Australians, we travel long distances over demanding roads, something which we absolutely are aware of in Victoria.
And we have a strong culture of accessorizing and upgrading our vehicles. Our Lighting, Power, and Electrical business, and Powertrain and Undercar businesses are leading suppliers into this market, and they have world-renowned brands and they have significant international opportunities. I have also been part of the Australian culture of towing on the weekend and holiday caravanning. Our 4WD Accessories and Trailering business is a leading supplier to OEM services in this market. Although, the earnings in this business are more cyclical, and that is what we are seeing at the moment. Over the last 12 months, I have spent considerable time across the Amotiv business. I have been talking to customers and suppliers, visiting our manufacturing facilities, both domestically and offshore in Asia, and meeting our people.
And that has just reinforced the view I had when I joined the business about the quality of our businesses, the strength of our brands, our innovation capability, and most importantly, the quality of our people. This strength gives us opportunities to grow through new products, customers, and markets. The automotive industry is changing and we need to change with it. I believe we have the capabilities and relationships to do that successfully. So what is the board focused on? The board is focused on two simple things. First, managing the risks we face. We understand the pressures on demand, we understand the disruptions to vehicle supply, and the impact of rising costs. Management is responding through disciplined cost control, pricing, driving productivity improvements, and by careful management of working capital. The board is closely overseeing these actions and their impact on performance.
Second, we want to see a continuing strengthening of the business for the future. We are not waiting for the market to recover. We are improving productivity, developing new products, and building new customer relationships, including internationally. And that means as we get the cyclical swing back, we will have significant operational leverage in the business. These are the things that are in our control, and it is the items on which we expect the management to deliver. So simply, we have got four priorities. Firstly, the safety of our people.
Secondly, driving organic growth through innovation and a whole of business focus on customers. And that starts with our core businesses in Australia, but increasingly it extends offshore with the U.S. first and Europe second. As Graeme will explain shortly, our developing relationships with Holley is an example of the opportunities that we are pursuing, and that opportunity is in the U.S.
We also see opportunities from new vehicle manufacturers and changing automotive platforms. Our focus is on ensuring that our brands, products, and our engineering capabilities remain competitive as these markets develop. And as I said earlier, we see more upside than downside with the emergence of those new manufacturers. Third, it is operational excellence across manufacturing, supply chain, and the back office. And this includes completing the work we have started on Amotiv Unified.
We have already delivered substantial benefits, and there is still more to come. Our focus is on reducing costs, improving productivity, and building a more efficient business that performs better in current conditions and benefits as markets recover. The board expects these improvements to translate into better operating performance and ultimately for better returns to shareholders. And the final thing we are focused on is disciplined capital allocation. I also want to be clear about our approach.
We don't need to reinvent the business. What we do need to do is to continue to execute well, improve the performance, and take advantage of opportunities that are emergent. The board's confident of our strategy. Our focus is now to deliver on that strategy. Let me just turn now to leadership. As announced in August, after more than eight years in the role, Graeme will step down as Managing Director and CEO as part of an orderly succession process. The timing was jointly agreed between Graeme and the board, and that just reflected a shared view that the time was right to call stumps on Graeme's behalf and for a change also. Graeme's made a significant contribution to Amotiv. Over his tenure, the business has been transformed into a focused automotive pure play with our current presence in manufacturing globalized.
As a couple of metrics, revenue and earnings have grown by approximately 2.5x during Graeme's tenure. Graeme leaves a portfolio of quality businesses run by a highly capable management team. On behalf of the board, thank you, Graeme, for your leadership, your commitment and your contribution, and we wish you well in your future endeavors. The search for Graeme's successor is now nearing its final phase, and we're working with a global executive search firm. We've accessed the strong talent of high-caliber, diverse candidates, both internally in the business and also externally. Our priority is to appoint a leader who can build on the strengths of the business and deliver the next phase of operational performance and growth. We'll update shareholders when the process is completed.
Finally, I just wanted to touch on board renewal and acknowledge David Robinson, who retired from the board at the end of September, and that was after almost 15 years as a Non-Executive Director. David made an outstanding contribution to Amotiv. On behalf of the board and the broader Amotiv team, I want to formally thank David for his service. I'd also like to thank Amotiv's leadership team. They've led the group through a really difficult year and with a clear focus on resilience. They'll carry the business through the CEO transition and through the 2027 year. The board's grateful for their commitment. I'd also like to thank my fellow directors who have supported me and given the group the benefit of their considerable skills and experience over the last year.
Last, but certainly not least, I want to thank Amotiv's people for their hard work and dedication during 2026. We have good businesses, strong brands, capable people and opportunities ahead of us. Our task is now to turn those strengths into stronger performance and better returns for shareholders. I'll now invite our Managing Director and Chief Executive Officer, Graeme Whickman, to discuss operational performance of the group in 2026 and give a brief trading update for 2027.
Thank you, James. Good morning, everybody. Thanks for the opportunity to address you today. As James has mentioned, I will provide a brief overview of the Amotiv performance in FY 2026, our progress on Amotiv 2030 and Amotiv Unified, some of our international growth opportunities, which I think are quite exciting, and then I will finish with a trading update and outlook for FY 2027. I am pleased, obviously, to report and well documented a solid FY 2026 result in what was a challenging environment. Revenue increased nearly 3% to just over AUD 1 billion. Underlying EBITA increased up to about AUD 195 million. The underlying EPSA increased 4.5%, just shy of AUD 0.90 per share. Cash conversion improved to 93% and our leverage improved to 1.85x.
These results reflect the resilience of our wear and repair categories, sensible pricing actions, the contribution of our international businesses, and careful management of costs and also working capital. We have progressed our transformation program, Amotiv Unified, and we have redeployed capital, and more on both of those later. Our FY 2026 achievements went beyond just financial performance. The group reduced its total recordable injury frequency rate to 8.9. We achieved an employee engagement of 75%, quite proud of that. Generated approximately 1,530-ish megawatt hours of on-site solar electricity, and we invested close to 4% of our revenue in product development. I am particularly proud, as James is and the rest of the board, of our safety performance and our team's safety commitment score within our survey reached just shy of 90%. We also published our inaugural climate-related disclosures report and continued our progress towards net zero.
I would also like to congratulate the Ryco team, just as an aside, very recently on winning the AFR's 2026 Most Innovative Company, and they won the Gold Award, so the top award, for their SynTec high-performance filtration. That is for domestic car racing, and I will come back to that a little later on when we get to the Holley discussion. It is a terrific recognition of the innovation and capability that lives not just within Ryco but across the Amotiv Group. In fact, we have sat in the AFR awards for probably the last seven or eight years in the top 10 regularly and won it a couple of times outright, so well done to the Amotiv team. Turning to capital management, the group performed strongly against most measures in the framework. Cash conversion leverage was strong.
The full-year dividend increased by just over 6%, and return on capital employed improved 30 basis points, reaching 13.4%. ROCE remains below our medium-term target of 15%, but we remain focused on closing that gap. Amotiv 2030, our strategic plan, is going well. During FY 2026, our Powertrain and Undercar division consolidated the GOSS and Injectronics businesses, added new sealants categories, and continued to leverage the wonderful Ryco brand. Our Lighting division progressed its customer service, and importantly, omni-channel initiatives and achieved good overseas growth. Our 4WD division secured exciting new international business and expanded its relationships with the aforementioned Chinese OEMs, as James mentioned, as the car park changes. Amotiv Unified is creating a more efficient operating platform while funding targeted growth.
At the end of FY 2026, it delivered approximately AUD 15 million of net annualized benefits to the underlying EBITA, and in FY 2027, we are targeting a further AUD 10 million of annualized net benefits, and that is being announced today, weighted, though, towards the second half. Amotiv Unified is not just about platform efficiency. It is also driven by key growth engines, and three of those are listed on the slide behind me.
Firstly, accelerating our international business, then expanding our omni-channel routes to market, and then finally, enhancing our capability and operating model. These three growth engines are supporting our international growth, which, by the way, in FY 2026, reached 18% of group revenue. I am pleased that we have increased our 4WD offshore wins, launched the NARVA range in the U.S., and signed an exciting MoU with Holley, and I will expand a little bit more on those in a second.
I am also excited about the launch of the Projecta and the narva.com sites, and we are expanding our U.S. e-commerce efforts with Amazon Prime enablement. Then finally, we are evolving our broader operating model to ensure we are efficient and also fund that international growth. Let me turn to one or two of those international narratives. Today, I am pleased to announce that we have formed a strategic collaboration with Holley Performance Brands. They are a listed entity in the U.S. Holley is home to a portfolio of iconic automotive brands serving enthusiasts across the high-performance aftermarket, predominantly in the U.S. The alliance provides an exciting platform to support Amotiv's strategy of broader access to the North American performance aftermarket. We have agreed in an MoU to collaborate in four key work streams, kicking off with our recently awarded AFR SynTec racing-inspired high-performance filters from Ryco.
In fact, this one right here. It will be launched in America as the Flowmaster Engineered by Ryco Performance oil filters in North America, literally our branding on that going into the U.S. Exciting. We are evaluating additional opportunities for 2027 and beyond with our DBA and X Clutch high-performance brands and products through Holley's North American channels. Finally, we will be collaborating across warehousing, distribution, technical resources, supply chain, and sourcing. So watch this space. Moving to another international growth story is our 4WD division, who have recently secured towbar supply contracts in both the Europe and U.S. jurisdictions. Today, we are announcing another important one, which benefits us not just in volume, it is about 30,000 units, but it is also the first time we are going to be supplying to a Korean-based OEM factory fit.
These wins, if you looked over the last six months, would increase our towbar production by approximately 60,000-70,000 units, or about 18% of its base volume when you think about it, into the FY 2028 year. Turning to our capital management matters. More than AUD 180 million was returned to shareholders through dividends and buybacks if you aggregate FY 2025 and 2026. As James mentioned, today we are announcing a further on-market buyback of up to 5% of the issued capital. If you think further and think about capital deployment, I want to talk about further portfolio optimization, primarily to support offshore growth and improve returns. We have also increased our VAFI, so the Vietnamese filter investment from 40% to 50%. We are announcing that today. Strengthening our position in an important Vietnamese filtration supplier. Finally, we sold our Fully Equipped business, primarily based in New Zealand.
Now, let me turn to the first quarter FY 2027 trading update and revised outlook. Trading for the first quarter, as James has mentioned, has been challenging, mostly in the 4WD division. Like-for-like group revenue, which excludes the divested ECB, so like-for-like from both periods, was 5% below the prior period. This was largely due to quite subdued new vehicle and specifically pickup sales. Combined with some supply disruption in Thailand due to some flooding, as James mentioned, in the OEM plant production days. At the same time, revenue in the Lighting division was broadly flat and the revenue growing marginally in the Powertrain division. Gross margins improved on the prior year, with operating costs impacted by some one-offs and some pretty tough inflationary increases.
Operating costs therefore remain a key area of focus through the balance of the year, and they will be through targeted efforts as part of our Amotiv Unified initiatives. Now turning to the outlook. In August, we expected modest revenue and underlying EBITA growth in FY 2027, assuming a continuation of prevailing economic conditions, no material adverse events. As you probably have seen, conditions have worsened. Conflict in the Middle East has persisted, keeping fuel prices elevated, interest rates have risen further, consumer sentiment has weakened, and the cost of living pressures have increased. The environment remains quite challenging and management expects these conditions to persist in the balance of FY 2027.
As a result, the outlook has been revised and the FY 2027 revenue and specifically underlying EBITA, excluding the VAFI consolidation, is now expected to be up to 5% lower than the corresponding period of those continuing operations, again, which exclude ECB and Fully Equipped both divested in FY 2027. Including the VAFI consolidation, the FY 2027 underlying EBIT is expected to be broadly in line with the FY 2026 continuing operations number. Now, turning to the divisions. In 4WD, the growing Chinese OEM presence in ANZ is expected to remain a source of new business for that division. The Thai flooding impact is expected to normalize into H2, while new vehicle sales and specifically pickups and a little bit of SUV and medium plus are expected to remain subdued. In the Lighting division, U.S. and Europe growth is expected to continue.
Their EBITA margins are expected to moderate versus FY 2026, reflecting the absence of a prior one-off year and ongoing U.S. investment. In Powertrain, wear and repair categories are expected to remain resilient, with the further U.S. growth expected in H2 from the exciting Holley alliance, and the VAFI consolidation is also weighted to H2. Amotiv's business fundamentals remain strong, as James has mentioned, with the outlook for this year supported by a number of levers. First, pricing actions have been undertaken across all of the divisions with benefits weighted in H2. Second, a further AUD 10 million in net annualized benefits from the Amotiv Unified, largely again weighted H2, moderating some of the inflationary increases. Third, international expansion, including VAFI consolidation from October 1st.
The strategic alliance announced today with Holley Performance Brands, which will provide U.S. growth opportunities from H2 onwards, and the continued expansion of our U.S. e-commerce, particularly with the Amazon Prime enablement. Then finally, and fourth, the FX management tailwind. So including the USD helping to hedge through to the Q3 at favorable rates versus the prior corresponding period. We have a little bit of a tailwind with the Thai baht, partly offsetting the steel cost increases. Then finally, we have also announced today the further capital management in the form of the on-market buyback of the 5% of shares on issue. That is maintaining our commitment to improving shareholder returns. Combine that with the strong group of brands and the market positions, the resilient wear and tear, and the strong balance sheets and cash flows, the board and myself and the management have confidence in Amotiv's future.
Right, to my closing remarks. I would like to just pause and take a moment to thank the entire Amotiv team, some assembled here and certainly some watching, no doubt. Our business is in a period of transformation, combined with a challenging environment. Time and time again, though, I see our people rise to the challenges and display their impressive capabilities and dedication to Amotiv. I truly appreciate their extreme hard work, adaptability and also loyalty, and I commend them to you, our shareholders. As you know, it is my last AGM as Managing Director, and I will be stepping down, as James mentioned a little earlier.
As I reflect on the group today, I look back on a transformation of the former GUD, what I would say small industrial conglomerate it was, and the more than doubling of the business to create Amotiv, an automotive pure-play with global operations, a focus on quality products that are agnostic to drive train, a strong balance sheet, exciting growth initiatives as detailed earlier, and this all supported by a very capable team. So, I thank James for your kind words earlier on about my time in Amotiv. I am proud to leave a wonderful business, which is Amotiv. It is in good shape.
As I said earlier, great people and an exciting future. I hope to see them continue to bring world-class brands and products to customers around the globe. It is the right time for a new person to take the helm. It is about timing. I wish my successor, the team, and my fellow directors the very best and every success. I also thank the Amotiv shareholders for your support through my time. So, with that, I will hand you back to our Chair, James. Don't drop the filter.
Thank you so much, Graeme. Who wouldn't want to put this on their car? Let's turn now to the formal business of the meeting. There are four items of business to be put to the meeting, and these are shown on the screen. As I mentioned earlier, I'll call for questions after we have outlined the items of business to be considered. As a reminder, we have repeated on the screen the methods for asking questions. I'll give you a moment to reread the slide. I'll reiterate and encourage you to ask all questions relevant to the business items on the meeting. Okay, let's move to Item 1, which is the Financial Statements and Reports. Item 1 is to receive and consider the financial report of the company and the reports of Directors and the auditor for the year ended 30 June 2026.
As you may know, the financial report is included in the 2026 annual report, which we published on 11 August 2026, and that's available on the company's website. 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 of operations of the group, or about the audit, or about the contents of the auditor's Report, the company's accounting policies, and/or the auditor's independence.
The company's auditor is here today, as I mentioned earlier, to help answer your questions. The company did not receive any written questions from shareholders addressing the auditor prior to the meeting. If you have questions for the auditor, please initially address them through me as Chair of the meeting. I'll take verbal questions first and then relevant questions received through the online app. I'll now ask, do we have any questions? Fantastic. For the meeting, could you introduce yourself first, please?
My name's Henry Stephens. I'm from the Australian Shareholders' Association. Got a couple of questions, Mr. Chairman. First one is, could you put a little bit of light on your comment that the Chinese original equipment market has got quite a few opportunities? I'd just be interested if you can explore that a bit more. The Amotiv Unified program, you mentioned the AUD 15 million. Was that savings for the 2026 year, and is there a further AUD 10 million to come out in the next year, 2027? Is that what you're saying? My third question is, can you tell us about the process of finding a replacement for Graeme? I'm just wondering how many executives have you interviewed, did you consider any internal candidates, and what are the key attributes you're looking for in selecting a new CEO? Thank you.
Thanks so much, Henry, and it is always a delight to have a representative from the Shareholders' Association here. That is because you ask really good questions. In terms of the Chinese OEMs, we see the opportunity in two parts. Firstly, obviously, for fitment of 4WD and accessories. In the slides you will see that for the vast majority of Chinese OEMs, we are the supplier of choice. The other thing we see is as the car park develops, obviously with more electrification, which is hybrids and also pure electrics, we see that as an opportunity. Obviously, we have the Infinitev business in our portfolio. The key issue on electrification, of course, is what is the condition of the battery, and importantly, what do you do with the battery when it stops working? We got the opportunity to look at those.
For hybrids, as a rough rule of thumb, if ICE vehicles have an intensity of one in terms of their maintenance, pure electric are 0.7, but hybrids are 1.3. We see that as an opportunity also for the business. We absolutely see it as an opportunity rather than a threat. In terms of Amotiv Unified, the AUD 15 million relates to savings delivered over 2025 and 2026, and it reflects the exit rate of savings going into 2027. Similarly, the AUD 10 million for 2027 represents the exit rate of what we will deliver in 2027. Obviously, part of that will be reflected in the 2027 results. The balance will be reflected in 2028. For me, the more important thing about Unified is it does bring the business together as one coherent company, and it is all about providing operating leverage in the business.
What that means is that we can focus in the business units on the customer and innovation, and leverage a common core. Of course, that is what gives us the slingshot when cyclical conditions improve. Then finally, in terms of finding a replacement for Graeme, the subcommittee to board, which is Jen and myself, have been working on that. Obviously, as we have interviewed more candidates, it has been the whole board.
It has been a global search, and we have looked at candidates both inside the business and outside, candidates with both pure Amotiv experience and also candidates with related experience. The really good news is we have ended up with an outstanding list. We are now down to a list of three or four, and we would hope to be able to talk to shareholders briefly towards the end of the year on where we have landed on all of that.
So great amount of executives, and huge amount of confidence that we will find someone to bring the business forward. In terms of the remit, it is evolution, not revolution, on the strategy. We absolutely believe we have got the right strategy in place. It is around the priorities I talked about. It is actually a laser-like focus on the customer, doing the type of things like the Holley deal, which is leveraging our core capability in innovation, and doing that through multiple markets, both in Australia and then overseas, U.S. first, Europe second.
Then the second thing is to really drive towards the completion of Unified, because whilst we have delivered impressive results year-to-date, there is still a long, long way to go and a lot of upside in making the business more efficient. Thank you. Any other questions from the floor? No, I do not see any questions. Jeremy, are there anyone waiting online to ask verbal questions?
Can you hear me?
Yes.
Yeah, great. No, just some online questions for me to read out.
Okay. Do you want to read out the first online question?
Thank you. We have four questions. The first is from a shareholder. Can management update shareholders on the HiViz dispute, including whether Amotiv has adequately kept the market informed and whether there have been any material developments that shareholders should have been aware of?
Yeah. So the answer is, we have a subsidiary in the U.S., which is a business in the electrical division called VisionX, and they have a commercial dispute with a distributor, and their name is HiViz Lighting. HiViz has initiated legal proceeding against Amotiv in Australia, and those proceedings are ongoing. VisionX has continued to support HiViz and ensure continuity of supply to parties as we seek to resolve the issue. Of course, they make lighting packages for emergency services, so continuing the supply is absolutely vital on our behalf.
The commercial dispute and associated litigation are not material to Amotiv, and that is why we are very confident about our continuous disclosure obligations, and there has been no material developments that would change this view. Of course, like we do on everything, we will keep the market informed if there are any material developments with respect to the dispute via our normal disclosures. Thanks, Jeremy.
Thank you. There is a related question from Mr. Stephen Mayne. AFR's 'Street Talk' column reported last night that HiViz founder Sam Massa had flown to Australia to confront us at today's meeting, but did not have his speaking rights sorted. Where have we landed on this issue? Did we reject his request for AGM access? Do we normally ban visitors from attending our AGMs, and have we banned Mr. Massa today? Is Chair James Fazzino going to meet with him?
Yeah. The shareholder meeting is for shareholders or proxies, and the HiViz individual is none of those. I intend to meet him later in the day. It is a contractual dispute, as I said, and has very little to do with the agenda today.
Thank you. Another question from Stephen Mayne. On page 21 of the annual report, you state, "Poor quality products or non-compliance with product regulatory requirements could impact the group's reputation and financial performance." Is the board aware of any non-compliance with product regulatory requirements, particularly products being imported and supplied into North America, including to HiViz and its first responder customers?
No, there are no material items, and that is a general risk that we have in the business, as is the case in most businesses.
Thank you. Finally on this topic, from Mr. Stephen Mayne. The proxy advisory firm Ownership Matters conducted a study on audit tenure earlier this year, which found that key audit matters listed in the annual report are most likely to change after a change of audit firm, and are least likely to change when the same auditor signs the accounts. We voted to switch from KPMG to Deloitte at last year's AGM, but KPMG still signed off on this year's accounts. Could outgoing KPMG audit signing Partner Maritza Araneda comment on the approach she took to key audit matters this year in her final year as auditor? Did the audit committee or management make any suggestions on potential changes to key audit matters?
I will just hand over to Maritza, who can answer those. You will need a microphone.
Can I get that one?
Can you hear me?
Yes.
Thank you. Thank you for the question. Key audit matters are very much in the purview of my responsibility as the key audit partner for Amotiv. They are determined based on the level of effort that goes into the audit, the areas of risk for the audit, and also the proposed procedures that go into the audit work that we conduct. We certainly assess the key audit matters every year. It is based on multiple factors, including the operations of the business, key changes in the operating environment, and also key transactional matters impacting the business. To the question at hand, I was very comfortable with a no change required for the key audit matters this year. In terms of the work that is undertaken, it is described in the procedures in the key audit matters, and certainly comfortable that no change was required in the current year.
Thanks, Maritza.
No further questions.
What I would like to add is KPMG, so ably led by Maritza, has done an outstanding job over the years in auditing the company's accounts. For me as Chair, outstanding means challenge, both to management and the board, and that has been invaluable. The only reason we are changing auditor is because KPMG have been auditors for 20 years, and that is the only basis on the change. We are also delighted with Deloitte and there has been a really fantastic exchange and handover, as you would expect from two firms that are so professional. Thank you. Jeremy, that brings to an end questions on this matter of business.
Thank you. Let me move to item number two, which is the Re-election of Jen Douglas. In accordance with Rule 34(c) of the company's constitution, Ms. Douglas retires by rotation, and being eligible to do so, offers herself for re-election. Details of Ms. Douglas' experience and qualifications are set out in the notice of the meeting, and the resolution on Item 2 appears on the screen. The details of proxy votes received in relation to this item are displayed on the screen. Jen is an outstanding Director, and I invite her to address the meeting.
Thank you, James, and good morning, everyone. I am honored to be standing for re-election to the Amotiv board, and in the next few minutes, I would like to take you through my experience and the ways that I hope to continue to serve not only the company, but you, our shareholders. Before becoming a director, I spent more than 25 years in the media, telecommunications, and technology industries. First as a lawyer at leading law firms Mallesons and Allens, and then as an executive. During this time, those industries were undergoing enormous disruption and change with digital technologies, and core to all of my roles was helping businesses through that period navigate those changes.
My first executive role at Sensis, was the publisher of Yellow Pages you might recall, was where I led the legal and regulatory functions, and I was also on the executive team when we needed to transform that business from being a media publishing powerhouse into a fully savvy digital business over a period of five years. After then completing an MBA, I went on to hold key leadership executive roles at Telstra for over a decade during multiple waves of transformation at Telstra. Those roles included responsibility for running a AUD 3 billion phone business. It included establishing a startup services business, leading a cross-company change program, and developing really important customer-led growth strategies for the business, including in my last role as head of customer for Telstra.
In 2017, I then made the move into Non-Executive Director roles to contribute my experience in other sectors, many of which were experiencing disruption. My board roles have included listed, private, government, and not-for-profit businesses, and today, I serve on the board of Judo Bank, of Peter MacCallum Cancer Foundation. I am Vice President of St Kilda Football Club, I am a Fellow of the AICD, and I also serve on the AICD APRA Advisory Forum. Through my executive and legal career, I have developed deep experience in driving transformation, growth strategies, and customer-centered thinking. I also, given that background, have deep knowledge of technology, cyber, legal, regulatory, and governance issues. That experience is especially relevant for Amotiv today. Over the past six years, as we heard from Graeme, Amotiv has grown enormously and evolved into a pure play automotive business with leading products, relationships, and a growing global presence.
We have a really strong platform for future growth. However, to realize that opportunity still requires continued transformation of our business, a strengthening of our customer focus, and further development of strategies for growth, both onshore and offshore. These are areas with which I can really make a difference contributing my experiences. If reelected today, I will also continue to bring a spotlight onto people issues and shareholder voice in my role as Chair of the People, Remuneration, and Culture Committee.
I have many years of experience now chairing listed remuneration committees, and it is deeply important to me that we do bring front and center the voice of you, our shareholders, in that role. As a member of the Risk and Sustainability Committee, I will also continue to bring a spotlight on not only risk, but safety and sustainability, which is very important. Our ambition is for Amotiv to become a truly leading global automotive business and to create great value for you, our shareholders. I am looking forward to continuing to work with the team and serving you, our shareholders, and I would be honored to have your support today.
Thanks, Jen. You can see why we are so fortunate to have Jen on the board. She is an incredibly hardworking director, and I have got to say, I seek her insight in and outside of the board regularly. Are there any questions for Jen and myself on her re-election? Can we start with inside the room? I do not see any questions inside the room. Either on the phones or online, Jeremy?
No questions.
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. Thank you. Let us turn to Item 3, which is the Remuneration Report, and it is for the adoption of the report. The Resolution Item 3 appears on the screen, and please note the vote is for advisory only, but of course, the board clearly listens to shareholders and their views. The rem report is set out on pages 49-67 of the 2026 annual report, which can be found on the company's website. Additional statutory information in relation to the compensation 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 rem only and has no incentive elements.
Remuneration of company senior executives has a fixed element and a variable element, and that is comprised of a short-term incentive, or STI, which is based on achieving predetermined financial and non-financial performance criteria, and also a long-term incentive or an LTI. The board ensures that the STI and LTI plans are effective to incentivize performance, which results in achievement of the company's goals and strategies, which are carefully established to accord with the interests of shareholders.
Your board oversees LTI and STI plans and provides careful consideration in relation to any awards, applying its discretion if warranted. The board reviews remuneration and incentive frameworks for key management personnel annually. For financial year 2026, the board determined that there will be no increase in either directors' base fees or executive and key management personnel's fixed rem. Details of the proxy votes received in relation to this resolution are described, displayed on the screen. Can I ask whether there are any questions, firstly from the floor? Thanks, Henry.
Henry Stephens from the Australian Shareholders' Association. Just got one question. The ASA is very keen on directors having skin in the game. This promotes a clear alignment between executives and shareholder interests. Why doesn't the board require directors to have at least one year's directors' fees in shares in the company?
Thanks, Henry. The current policy is to encourage directors, and we'll take on board the ASA's feedback, and consider whether we should formalize that. Obviously, around the board, a lot of us are close or in excess to that. But we'll take that as a question on notice, Henry, and consider that in our normal business of the committee. Thank you for the question. Are there questions online?
There is one question from Mr. Stephen Mayne. Thank you for once again disclosing the proxies early with the formal addresses, and well done for achieving such strong voting support with a modest 4.2% against vote on this remuneration report, being the largest protest vote. It was good that you followed the agenda and also offered a full hybrid, complete with live online voting via the excellent Computershare platform. 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. If you do this, you will join a small cohort of companies comprising Stockland, Suncorp, MYER, Computershare, Helia, and Web Travel Group running best practice hybrid AGMs in every respect. Your predecessor, Graeme Billings, rejected this headcount request last year, but even your share registry provider, Computershare, discloses the headcount data at its AGMs. You have got the data, so why not let the sun shine in?
Our current answer is no, we will not do that. But once again, it is something which we will reconsider, and it will be something on the board's agenda to consider. As Stephen notes, it is the vast exception to the rule, not the rule, to describe numbers. Having said that, we absolutely value smaller shareholders, and that is why having the ASA here is just so important, and why we engage so closely with the ASA. Thank you, Jeremy. Are there any other questions?
No more questions.
I will now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Okay. Let us move to Item 4, which is the Appointment of the Auditor. As I said earlier in a question, KPMG has been the company's audit firm for approximately 20 years, and the board appreciates and thanks KPMG for its service during these years. Notwithstanding that, the board and company, notwithstanding the fact that we were highly satisfied with KPMG's service, including the fact that auditors are rotated, consistent with good corporate governance practices during 2025, we determined to conduct a competitive review of this process for the appointment of a new auditor. This process was robust, and several top-tier firms presented a comprehensive proposal to the board in May 2026.
The board then selected Deloitte Touche Tohmatsu as the preferred audit firm, and I can confirm that ASIC's consent to KPMG's resignation has been received. The Corporations Act requires shareholders to approve the appointment of a company's auditor, and this resolution will, if passed, result in Deloitte becoming the company's auditor from the close of this meeting. The resolution for Item 4 and the details of proxy votes received in relation to this resolution are displayed on the screen. Firstly, once again, can we take any questions from the floor? Thanks, Henry.
The Australian Shareholders' Association believes good corporate governance mandates that audit firms should be changed regularly, and that 20 years is too long for an audit company to hold that position. We support this motion, but we ask what rules has the board put in place so that this does not occur again?
Yeah. Thanks so much, Henry, and we would concur that 20 years is too long. Firstly, audit partners regularly rotate, and obviously that is something which is a policy of the audit firm. But certainly, as they rotate, the board actively will get involved with the new audit partners to make sure that we are satisfied with the person that replaces the current auditor. Then from time to time, we will put the audit out to tender. As I say, 20 years feels too long, but we will consider whether we put in place a specific policy on that. But your question is noted and we concur. Thanks, Henry. Can I take any questions online or on the phones, Jeremy?
No questions.
Okay, thank you. Given there are no further questions, I will now put the resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Okay. Let us move to Item 5, which is Renewal of the Proportional Takeover Provisions, and these are in the company's constitutions. Under the Corporations Act, these provisions require renewal by special resolution of shareholders every three years. The provisions enable the company to ensure that a proportional takeover bid for the company's shares cannot proceed unless first approved by shareholders approving the bid.
It is an important control and check. A copy of the company's current constitution is available on the company's website. For this resolution to pass, at least 75% of the votes cast on this resolution must be in favor of it. The resolution for item five and the details of the proxy votes received in relation to this resolution are displayed on the screen. Can I take any questions firstly from the floor? I do not see any. Jeremy, are there any online or by phone?
No questions.
Given there are no questions, I will now put this resolution to the meeting. Please cast your vote on this resolution if you have not already done so. Firstly, let's just move then to the close of the meeting. Ladies and gentlemen, this concludes the formal resolutions to be put to the meeting. Please finalize your voting on all resolutions now, and shortly I will close the voting system. I will pause you to finalize your votes before I close the poll. Okay, thank you. Computershare, would you please now close voting? Now, thank you. I declare that 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 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. I cannot guarantee how good the coffee is, so probably defer to tea in the foyer outside the room. Thank you for your attendance today.