ARB Corporation Limited (ASX:ARB)
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Apr 28, 2026, 4:14 PM AEST
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AGM 2024

Oct 16, 2024

Robert Fraser
Chairman, ARB Corporation Limited

Good morning, ladies and gentlemen. It's the appointed time of 9:30 A.M., and a quorum of shareholders is present. I'm therefore pleased to formally declare this thirty-eighth annual general meeting of ARB Corporation Limited open, and I welcome you all. The attendance at our AGM keeps growing, like our company, and it's nice to see so many familiar faces. I expect that you'll get a lot out of today's meeting, 'cause we've got some excellent presentations from the senior management team, which you'll hear shortly. My name is Robert Fraser and I'll be chairing today's meeting of our company. We're always pleased to be able to meet in person, and we look forward to your engagement during this meeting, and after the meeting.

Also extend a warm welcome to those shareholders viewing and listening to today's presentation via the online webcast, which will go right through the course of the meeting. For those attending in person, just as a friendly reminder, if you've not already done so, if you could please turn your mobile phone off. I'd now like to introduce your company's directors. First, Managing Director and off-road racing legend, Andy, it's what it says on the official AORRA website.

Independent Non-Executive Director and Chairman of our Audit and Risk Committee, Karen Phin. And Karen will be standing for re-election at the meeting today. Next to Karen is Roger Brown. He's our founder, Non-Executive Director, and Chairman of the Remuneration and Nomination Committee. He'll also be standing for re-election. And Roger, we're very pleased to have you here, Rog, because you've only just overcome COVID from last week, but I can assure everyone he has got the... He's okay, and he's got the doctor's full clearance to be here. However, as a strategic precaution, I have placed Karen in between Roger and Andy, because Karen has never caught COVID, so she's bulletproof. Probably more importantly, Andy said that if Roger sat next to him, he was gonna move.

To Roger's right is Independent Non-Executive Director, Adrian Fitzpatrick. To his right is Non-Executive Independent Director, Shona Faber, and finally, Non-Executive Independent Director, Andy Stott. We've also got in attendance our Chief Executive Officer, Lachlan McCann, and we've got our Chief Financial Officer and Company Secretary, Damon Page. Damon, if you could stand. Thank you. And also, Director of Manufacturing and Engineering, Dennis Horton. A brief biography of the directors and the company secretary is contained in the annual report. We also welcome Andrew Reid, a partner of the company's external auditor, Deloitte Australia, and Deloitte completed their first audit of ARB this year. Welcome, Andrew. And we've got representatives of our share registry, Computershare, present, too. As always, it's a delight to welcome former long-term ARB Director, John Forsyth, who's present today.

John, thank you for your attendance and for your wise counsel during the course of the year. Following the formal items of business of the meeting today, there'll be an opportunity for you to join with the directors and, ask any further questions over some light refreshments, and as usual, we'll try and keep to our reputation of finishing before the additional afternoon meeting room charges kick in. Okay, the notice of meeting has been made available to all shareholders, so unless there are any objections, I will take that as read. I'll now take a moment to outline this morning's agenda. We'll commence the meeting, with presentations by Damon Page, followed by Dennis Horton and Lachlan McCann. I'll then open the floor to questions and comments by those present, and subject to time, we'll try to cover as many of those as possible.

For efficiency, we've tried to include in the management presentations, which is fulsome, any of the questions which we've received prior to the meeting, which we always encourage. Once the questions and comments from the floor have concluded, we'll then turn to the formal items of business and the receipt of the company's financial statements and report. There are three resolutions which we'll be considering today. Those being the adoption of the company's two thousand and twenty-four Remuneration Report, and the reelections of Directors Roger Brown and Karen Phin. The minutes from last year's AGM, which was held on the nineteenth of October 2023 , have been approved by the Board and signed by me as chairman of that meeting.

The original minutes are tabled, and if any member would like a copy, please contact the company secretary, Damon Page. The disclaimer now appears on the screen, or it should appear on the screen. Thank you, Damon. Obviously, any forward-looking statements that we make are subject to this disclaimer. We know that shareholders appreciate the commentary that we provide, but clearly, there's uncertainty, and any comments that we do make that are forward-looking in nature are subject to the disclaimer. I'll now turn to the company's performance for the year ended June 2024, and during the course of this meeting, we'll refer to that financial year as FY 2024.

At last year's AGM, we stated our belief that ARB's long-term success would come through a number of strategies, and these were, strategic partnerships with key original equipment manufacturers, or OEMs, as we refer to them in Australia and in the US. Expansion of the Australian aftermarket with new and upgraded retail stores and stockists, Increased distribution and manufacturing capacity. And our pipeline of innovative new products and releases. I'm pleased to report that ARB made excellent progress with all of these objectives during FY 2024, while achieving strong growth. Most importantly, despite higher interest rates, more difficult global economic conditions, and local cost of living pressures, we remain very positive about the long-term outlook for the company as it enters its 50th year in calendar 2025 .

ARB's recent exciting announcement regarding the purchase by our U.S. associate, ORW, of the 4 Wheel Parts retail business, which comprises 42 retail stores in the U.S., represents an outstanding opportunity for the company and fundamentally strengthens our business model. We're also delighted to be able to share with you today details of another strategic business acquisition and other new initiatives. The management presentations that will follow from our senior executives will discuss these matters in detail, and I'll now introduce these speakers. Damon Page will be the first to present, and will cover the financial highlights from the 2024 financial year. Damon joined ARB's Chief Financial Officer in 2014, and also assumed the role of Company Secretary in 2019.

He was previously the General Manager Finance Executive for a large public manufacturing and exporting agribusiness, and prior to that, he was an audit firm Account Director. Dennis Horton will follow Damon and cover our all-important engineering and manufacturing operations and our ongoing investment in engineering and R&D, which is the backbone to the future of the company's operations. Dennis commenced his career at ARB in 1996 as a warehouse leader. Dennis has extensive manufacturing expertise and has been responsible for ARB's manufacturing operations since 2006. He served as the Managing Director of ARB's tire business since 2015 and has had oversight of our engineering operations since July 2022. Finally, Lachlan McCann, our CEO, will finish the presentations by covering the Australian aftermarket, export, and OEM operations, our new product pipeline, and details of our recent strategic acquisitions and other initiatives.

We will conclude with an update on the company's first quarter trading and outlook. Lachlan is also a long-term employee of ARB, commencing with the company in 2001 in export sales and development. He's provided consistently strong leadership in various roles across ARB's global operations, including as Managing Director of our Thailand operations from 2010 to 2014, as General Manager of International and OEM Sales from 2014 to 2018, and as Chief Operating Officer from 2018 until his appointment as CEO in July 2022. We've got a tremendous senior leadership team with enormous experience, and the team reflects the planned and smooth transition of the company's executive management team over the last few years to ensure ongoing leadership, company culture, and success. You'll see from the presentations that ARB remains in excellent shape and in good hands.

Our senior leadership team epitomizes our core values of driving excellence with passion. I would like to start the presentations with a very short video clip, which I think, Damon, you'll put on, following which Damon will address the meeting. Excellent. I'd now like to welcome Damon Page to present the financial highlights for 2024.

Damon Page
CFO and Secretary, ARB Corporation Limited

Thank you, Robert, and good morning, ladies and gentlemen. It's a pleasure to be with you this morning to extend a warm welcome to those who are here in person and to those who are participating via the webcast. It's my pleasure today to share with you and to present the financial highlights for ARB, for the financial year ended June 30th 2024. Here on slide 6, we see a 10-year history of the key indicators for the company. To the left, we see that sales growth was relatively consistent from 2015 through to 2020, after which more significant growth of 34% was achieved in 2021. ARB has since consolidated that growth and further increased the sales level over the following three years through to 2024.

ARB achieved sales revenue of $693.2 million for the financial year just ended, which compares with last year's sales revenue of $ 671.2 million, an increase of 3.3%. Sales revenue improved throughout the course of the financial year, after achieving marginal growth of 0.7% in the first quarter, which we reported at the AGM this time last year, and flat sales for the first half. The full year sales growth of 3.3%, therefore, was effectively all achieved in the second half, showing good momentum as we moved into FY 2025. Sales has grown at an average compound rate of 8.8% over the last 10 years. In the center of the page, profit after tax has broadly followed the sales performance over the last 10 years.

Profit after tax of $ 102.7 million was achieved, representing an $ 14.2 million or 16.1% increase on the $ 88.5 million profit achieved in the previous year. Now, a number of factors impacted on the results during the last financial year. Firstly, and most significantly, improved gross margins were the key contributor to profit growth in FY 2024. Whilst a number of smaller sales price increases were pushed through in FY 2023 to counter the high inflation, those sales prices did effectively didn't take full effect until last financial year FY 2024, due essentially to the customer's open order book. Restoring sales margins to historical levels in an inflationary environment is a testament to the strength of the ARB brand.

Secondly, freight and shipping costs moderated and returned to historical levels, representing upside in the profit comparison against the prior year, when shipping costs peaked abnormally. A number of areas negatively impacted on the FY 2024 results, including employee costs, which grew by 9% in the second half as the workforce was right-sized, market adjustments were paid, and management incentives were contemporized. Secondly, higher inflation persisted throughout FY 2024, and the weaker Australian dollar increased the cost of the company's Thai manufacturing facilities and third-party products, which are generally sourced around the world in denominated in US dollars. And finally, increases in electricity and gas costs continued to outpace inflation. Profit after tax has grown at an average compound rate of 9.2% over the last 10 years.

To the right of the slide, the board's policy has been to maintain a dividend payout ratio of between 40% and 60%, and accordingly, dividends paid have tracked in line with profits made. The fully franked dividend of $ 0.69 per share in FY 2024 was 11.3% higher than the prior year and sits at the upper end of the company's dividend payout ratio. The final dividend of $ 0.35 per share will be paid to all shareholders tomorrow and has been fully underwritten to retain funds for ARB's increased investment in Off Road Warehouse, a U.S.-based retailer and associate, to fund its acquisition of 4 Wheel Parts, which Lachlan will talk to shortly. The DRP take-up prior to the acquisition was a healthy 17%.

Over on slide seven, the company generated cash flow from operations of $ 125.3 million. Cash flow from operations was broadly equal to profit after tax of $ 102.7 million, and non-cash depreciation of $ 28.4 million added back, confirming that profits were successfully converted to cash through the year. Working capital increased during FY 2024, with receivables increasing $ 12.9 million, reflecting higher sales and also reflecting a change in the company's customer profile during the year, with a higher proportion of sales to fleet account customers on longer terms. Increases in inventory and payables effectively offset one another, and any impact on cash.

The company invested $ 48.1 million in property, plants, and equipment, with $ 33.1 million spent on property and $ 15 million spent on plants and equipment. The company has undertaken significant property expansions over the last three years. In FY 2024, the company completed the expansion of its national warehouse in Melbourne, completed the development of the Hamilton, New Zealand site, where the Beaut Utes and Proform companies have effectively been consolidated, and we continue the development of our corporate head office in Kilsyth, here in the Melbourne suburbs. The corporate head office is nearing completion, with handover date in late February 2025. The company invested $ 11 million last financial year in two of its U.S.-based opportunities. Firstly, ARB acquired a 30% share in Off Road Warehouse, a U.S. retailer now with 11 stores in its network.

Secondly, ARB acquired a 49% share in Nacho LED, a start-up lighting developer with exciting prospects. Lachlan will speak to both of these investments and the opportunities and more recent developments shortly. The company also paid $ 44.7 million in dividends during the year, representing the final dividend paid in October 2023, and the interim dividend for FY 2024 in April 2024. At the end of the year, the company held $ 56.5 million cash with no debt. Slide 8 presents the sales performance of ARB's three sales channels, being sales into the Australian aftermarket, export sales, and sales to the original equipment manufacturers or OEMs. Sales into the Australian aftermarket continued to grow and reached $ 404 million, an increase of 5.4% over the last year.

This particular channel includes sales from ARB's three subsidiaries. SmartBar, based in Adelaide, selling cross-linked polymer products from its roto-molding factory, Kingsley, operating out of Sydney, designing and selling four-by-four accessories, and GoActive Outdoors, which represents the Swedish brand Thule here in Australia. Exports achieved sales of $ 229 million, a decline of 6.5% compared with last year, a second year of decline. On a positive note, ARB reported that the sales decrease of 13.6% in the first half was arrested, and slight sales growth was achieved in the second half. Export results were impacted by weakness through Asian markets, particularly China and in the Americas, which experienced a stronger downturn than in other regions.

It was compounded by ongoing challenges experienced by our largest customer in the US, which more than halved its retail network. Sales to OEM have historically experienced more volatility, based on the timing of contracts starting and ending and the timing of motor vehicle releases. Sales revenue of $ 60 million for the financial year were up 40.5% over the previous year. This increase was flagged to the market, in advance, given we were aware of the contracts that were in place and the new models to be released. Sales to OEMs represent sales to Australian-based OEMs only, i.e., sales to Toyota US, with the contract that we announced recently, are and will continue to be reported as export sales given that they are ARB-branded product and sold overseas. Thank you for your attention.

It's lovely to be with you, and I'll hand the time over to Dennis.

Dennis Horton
Director of Manufacturing and Engineering, ARB Corporation Limited

Thank you, Damon. Can you hear okay? Excellent. Good morning to everybody, and good morning to everybody who is listening remotely. I am pleased to be here presenting again on ARB Manufacturing and Engineering. Manufacturing is at the core of ARB, and it continues to contribute to our ongoing success. Our manufacturing facilities today consist of around 110,000 square meters under roof. We have around 1,300 employees in our manufacturing businesses worldwide, and we're manufacturing in 12 locations with 8 dedicated factories, and the other 4 locations are within our warehousing facilities. Kilsyth Manufacturing. We continue to experience recruitment challenges in Australia and in New Zealand and have been particularly impacted by a shortage of skilled welders available to our Kilsyth factory. We now have 14 skilled workers. Excuse me.

We now have 14 skilled workers from our Thailand facility working in our Kilsyth factory, mostly welders. We have continued to invest in our Kilsyth factory. However, our focus has been directed more towards improving process efficiencies. Production output has been increased, particularly in fabricated products, which is predominantly protection equipment. Our production output has prioritized speed to the Australian market, and we have completed a significant number of important pilot runs, which reinforces the importance of our manufacturing capacity in Australia. In line with the general facility improvements at our Kilsyth head office facility, we have also begun to upgrade our manufacturing facilities. SmartBar Manufacturing. In keeping with our experiences in Melbourne, we've also faced extraordinary challenges with recruitment at our SmartBar factory, and while the situation has improved, it remains to be an issue.

Despite the challenges, though, we've faced some good output, and we've seen good results from the SmartBar team. SmartBar has introduced a significant number of new automotive product applications, and at the same time, we've expanded into non-automotive product, products, including water management systems for agricultural applications. The team there have worked with a local integrator to develop a robotic trimming cell that will be commissioned in December this year. Proform Manufacturing. The team have been out beating the drum worldwide. We've seen improved demand for their back of Utes products, and commensurate with that, we have increased our production capacity in all areas of the factory. Proform commenced supply of OEM bed liner products to Toyota for the SR Hilux in quarter two of FY 2024.

Also at Proform, we've seen improved speed to market through advances that we've made in the manufacture of thermoforming tooling. Thailand Manufacturing. In January this year, we restructured our leadership team in Thailand, and I stepped back in to lead the business through what was a challenging second half of FY 2024 and I'll spend a lot more time in Thailand this year than I have in Australia. After restructuring, we kicked off the search for a new leader for our Thailand operations and have now appointed a New Managing Director, Khun Adisorn Thaicharoen. Now, Khun Adisorn has extensive experience in Thailand, leading manufacturing businesses, including automotive, aftermarket, aerospace, electronics and automotive OEM Tier One. He has an engineering degree, an MBA, numerous qualifications in manufacturing and quality disciplines, and we welcome his expertise and experience as a dedicated leader to our Thailand operations.

We have continued to invest heavily in plant and equipment and have increased our growth in automated manufacturing. In addition, we have outsourced some bottleneck processes while we wait for new equipment, and we have increased our total production capacity. We've also expanded both our direct and indirect labor teams to support the growth we've experienced. And importantly, we have commenced manufacture and shipping of ARB branded products for OEM, for Toyota Motor North America. We've also focused heavily to refine and improve the manufacture of the ARB Earth Camper to ensure we're achieving consistent, high-quality products. Manufacturing advancements. We've taken a big step as a manufacturing business to now be producing for Toyota as a Tier 1 supplier to their Tacoma production line in North America.

As a Tier 1 supplier, we face more stringent requirements regarding supply management, manufacturing, quality control, and achieving delivery on time. To support increased activities and added requirements, we've completed targeted training with our teams, and we've added headcount to our engineering, procurement, and quality teams. Our process to define and communicate customer expectations and customer quality requirements has become more sophisticated and will continue to develop. When supplying to a vehicle production line, both visual and dimensional tolerances are very important, and to achieve greater degrees of dimensional accuracy and consistency, we've implemented more advanced jigs and fixtures. We are prioritizing automation in our manufacturing processes to aid with controlling quality and to improve efficiency. Through all of these activities, we're reaching new levels of sophistication in our factories, and we're carrying that over to all manufacturing processes where it makes sense to do so.

I'll now run through a short video to introduce our Thailand facility. It's becoming a big operation there in Thailand. We have a great team. They're very engaged with our business, and they're very supportive of what they need to do to be able to drive products into the ARB group of companies globally. ARB continues to invest in new equipment to increase capacity, improve quality, and drive efficiency. Some of our key investments in FY 2024 include three new robotic welding cells, additional lathes, mill, and dyno for suspension products, and various other pieces of machinery to aid with expanding our capacity.

ARB has committed to more than $ 9 million in new equipment moving forward, and this includes five additional robot welding cells, one robot trimming cell, four sheet metal press brakes, four sheet metal laser cutters, along with another, a number of other pieces of equipment necessary to achieve current and forecast demand. After extensive research and working with a number of different and competing suppliers, we have finalized a proposal for a new high output coating line for our Factory Four in Thailand. Now, this proposal has been approved, and we're now in the final stages of negotiations. The process will advance the quality of our coatings, providing improved corrosion protection, and this is particularly important for some of our OEM customers. We've added coating automation, and this will provide improved coating consistency and will also aid with efficiency improvements.

Powder coat is currently a bottleneck process for us, and we're outsourcing some coating today. The new line will allow us to bring all work back in-house and provide improved operational efficiency, better quality, and reduce our work in progress. The line has been configured to allow up to 50% additional capacity in the future. Work is planned to commence in the next two months and to be completed early in quarter two of FY 2026. Earth Camper. No doubt everyone here is aware that we launched the ARB Earth Camper in 2023. Now, the Earth Camper has been a concept that's evolved over time. It's been seven years in the making.

It is a unique camper with unmatched styling cues, and ARB expertise is showcased in various aspects of the product, things like the chassis and the suspension, and it definitely has . Importantly, it is a tow-anywhere, go-anywhere camper. It's been a significant project for our engineering, procurement, production, and quality teams, with over 3,500 components making up each individual unit. Since launching the camper, we've had excellent feedback that it's a great product and has provided our customers with the benefits that they expect. At the same time, we have had some issues in the field with component design and build quality. We've listened to our customers, consolidated the feedback, and taken action. Our engineering teams have assessed the feedback and some components and have been redesigned and resourced to improve functionality and durability.

The production process and procedures have been refined to improve build quality and repeatability. We've invested in testing and inspection equipment, including laser scanners, to check dimensional accuracy of chassis, and a high-output water spray booth to test for water ingress after assembly. We've then completed additional testing in Australia and in Thailand to validate our improved designs and production processes. We have begun upgrading campers already in the field to the improved specifications. We have refined production process underway at a steady rate, and we are shipping upgraded campers from Thailand. We're now in process of delivering these latest specification units in Australia. On to engineering. Innovation and new product development has always been, and remains to be, an important pillar of success for ARB, and we're continuing to invest in these areas.

We're working on more platforms now than ever before, so vehicle platforms, and at the same time, we're working on more applications for each one of those platforms. ARB now has a team of 95 engineers in Australia and New Zealand, up from 82 engineers at the same time last year. We have 47 engineers in Thailand, up from 31 at the same time last year. This growth has come about through expanding all of our engineering teams, including OEM engineering, ARB products R&D, and production engineering. To support the increased cadence of new product introduction, and in addition to the numbers already mentioned, we've also increased our teams of procurement and quality engineers. To make sure we have room for our new product growth, we're expanding our Kilsyth engineering office and workshop areas.

To support global growth, ARB intends to expand in-market engineering teams in USA and Thailand. We see localization of engineering teams as an important step to improve efficiency of design and support global growth strategies. Geographic expansion and having the skills and capacity to develop products in-market will greatly improve our speed to market and will facilitate development of products that are relevant for each region, while still remaining uniquely ARB in design. Importantly, the global expansion of our engineering capacity will allow our Australian engineering team to achieve fast and high-quality execution of product development for the Australian market. Key U.S. platforms have been important to us for some time, and we're continuing to invest in design and development for these vehicles. ARB recently air freighted a Toyota Tacoma and a Toyota Land Cruiser, or Prado 250 .

This is allowing us to expedite new product development for these platforms for global markets. We have approved a new engineering research and development center for the USA, and this will give us the capability to undertake localized product development. We've made good progress with the search for a facility and for our engineers, and we expect the US facility to be operational in December 2024. This is a key initiative to support product range and speed to market in the USA. That's it for manufacturing and engineering. Thank you very much for your attention, and I will hand over to our CEO, Mr. Lachlan McCann.

Lachlan McCann
CEO, ARB Corporation Limited

Thank you very much, Dennis, and, hey, congratulations to you, the manufacturing and engineering team, on a really progressive year. The fact that we've engineered and manufactured parts to Toyota's Tier 1 quality standards is no mean feat, so congratulations to you and your team. Ladies and gentlemen, welcome along today, and thank you very much for attending, and for those of you online, thank you very much for joining us. I'm a bit disoriented. We were over that side last year, and make sure I'm pivoting the right way, but we're all good. Today, I'll take you through a recap of the business through financial year 2024 , some really exciting strategic updates from the business in terms of acquisitions, and a brief outlook to the balance of the financial year.

Let's start with a look at the Australian sales and those vehicles core to ARB's business. In the year, we saw strong demand and supply of new vehicles in Australia, particularly four by four pickup models. The top three pickup models in the Ford Ranger, the Toyota Hilux, and the Isuzu D-MAX 4x4 , all recorded strong growth in the year of 35%, 15%, and 32%, respectively. In the 4x4 SUV class, Ford Everest had a stellar year with growth of 88%. A couple of lower volume, high accessory attachment rate vehicles, the Toyota Land Cruiser 300 Series and 70 Series, both had a strong year, with 21% and 20% growth, respectively.

In recent months, we've had a real watch on the Land Cruiser Prado, which is an important model to ARB, which has all but ceased sales, pending an imminent model change. To the point Dennis made, we actually took the time to air freight one of those vehicles to Australia so that we can get ahead of the launch coming up in middle of November, which is when these vehicles will hit the Australian dealerships. New vehicle sales have started relatively slowly in the new financial year, but slightly up or flat to historical levels. Moving on to the domestic sales. ARB's aftermarket business in Australia is comprised of sales through corporately owned stores, independent ARB stores and stockists and various forms of wholesale resellers, new vehicle dealerships, and also included in these numbers, as Damon pointed out, is GoActive Outdoors, Kingsley Enterprises, and SmartBar in South Australia.

As reported by Damon, the Australian aftermarket business recorded modest growth of 5.4% in the second half, with the second half being stronger than the first half. There were particularly strong sales in fleet and motor vehicle dealer channels, with the company's wholesale business remaining resilient. The flagship store development program remains the focus for the business. In the 2025 financial year, we expect to see the opening of nine flagship site redevelopments, six independently owned and three corporately owned, and five all-new sites, four independently owned and one corporately owned. The investments being made, particularly from our independent owned and, my apologies.

The investments being made, particularly from those of our independent store owners, reflects the confidence in the brand, the strength in the ARB product portfolio, and the scope for future growth. Beyond the 2025 financial year, ARB and our partners continue to explore new development sites in key metropolitan and regional areas. Speaking to specific locations, we're delighted to announce today that within financial year 2025, new flagship site openings in Griffith, New South Wales, Newcastle, New South Wales, Midland in Western Australia, and also Rockingham in Western Australia.

Important again to note that these flagship stores are all investments being made by independent operators, either increasing beyond a single store to a model store, such as The Blacks in Newcastle, who are long-term partners of ARB, or also existing stockists developing into all-new sites, such as the team at Adventure 4x4, soon to become the all-new ARB Rockingham. ARB Wollongong owner has kicked off the development of ARB Mittagong in the Southern Highlands, New South Wales, a territory that has a fantastic catchment and we believe, a territory that will flourish. This all-new site is also expected to open in the first half of the new financial year, and the second ARB store for Damien Hammett, who many moons ago was an ARB employee.

Our all-new corporate site in Mornington Peninsula was one of the longest developments we've had, and Damon Page lived through many discussions with the local council, unfortunately, but very much worth the wait, and has officially opened within the last couple of weeks. Finally, our head office showroom is getting the upgrade it much needed as a part of a broader redevelopment mentioned by Damon. It's actually one of our top-performing stores nationally, and an important one for training, education, and, one that we will look forward to presenting to our corporate visitors who look to come to head office to learn more about our business. The order bank remains strong and continues to be an important opportunity for ARB corporate and independent stores, which have been constrained by access to consistent labor for fitting.

The significant effort to improve engagement and performance in ARB's workshops is starting to bear fruit. Total fitter numbers are at record levels, with fitter tenure also improving. Some states remain challenging for fitter employment, particularly New South Wales and Western Australia. Our Fitter Pathway and Fast Track Induction programs remain a focus and help the business bring new technicians in once they're given the tools and the right direction they need to develop a career at ARB. The Ford Licensed Accessory program is where ARB has partnered with Ford Motor Company Australia and Ford globally to deliver in excess of 180 branded, ARB-branded accessories for the Ford Ranger and Everest platforms, available through Ford dealerships with a full Ford-backed five-year warranty.

Ford and ARB have been very happy with the program and to continue to look at opportunities at both sides to expand the collaboration. The Ford dealer engagement continues to improve, and then as all new products are brought to market by ARB through our engineering group, Ford is collaborating with us to make sure that they are included in the FLA program. There are currently an additional 10 new product lines for review for inclusion within the FLA program. The depth of the partnership will continue to present during the year with two all-new announcements.

One mentioned in the financial year 2024 market update, being the ARB product introduction to myFord Finance, where ARB products purchased through the dealerships can be backed with new vehicle financing, and the second being the design, manufacture, and supply of parts as a factory-fit item in Thailand to the Everest Tremor Special Interest Pack. Indicative of the current and future state of the partnership, Ford and ARB are currently negotiating a five-year extension to the FLA program. We continually remind ourselves of the fantastic industry we're in. ARB helps make our customers' dreams and getaways a reality and enable remote area vehicle-based travel in Australia and around the world. We recently opened ARB's first flagship store outside Australia in Hamilton, New Zealand, and our marketing department had the enviable task of capturing this awesome landscape to help our customers envisage their dream New Zealand 4x4 adventure.

A short snapshot to share with you today. A bit of a sneak peek at the Proform manufacturing location as well. Now on to ARB's export business. Asia, New Zealand, and the Pacific Islands recorded declines in revenues of 18.2%. The Green Car Tax, coupled with weak economy, provided a number of challenges in New Zealand in the 2024 financial year. As demonstrated by the opening of our Hamilton flagship store, ARB remains confident in our future in New Zealand, and we'll continue to invest in this market. Notably, the full year result was a vast improvement on the half year result, where revenue was down 25.6%. Asia also had a challenging financial year, 2024.

We lost ground in some key Southeast Asian markets, partially due to lower vehicle sales and in some markets, customers working through overstocks from the previous financial years. China continues to struggle and had a poor twelve months. However, a solid plan is in place to recover growth in this current financial year. Europe and the Middle East and Africa performed well in a challenging market, and Truckman was an absolute highlight, which I'll speak to a little later on. While the full year result in the U.S. was disappointing at a 6.5% decline, we have seen an important recovery from the half year results, where we recorded a decline of 17.7%. Broad disruption in the automotive industry has impacted the full year. Excuse me.

From union issues at the Detroit-based OEMs to a challenging landscape of business ownership in the 4x4 aftermarket, it's been a challenging year for the whole industry. But ARB is an exciting growth brand in the U.S. aftermarket. Despite the industry challenges, we've consistently invested in new products, invested in aspirational brand marketing, and key strategic initiatives. Before I get to our most exciting development, I wanted to share with you a brief video, mindful that this was shot for an internal CEO's message. It wasn't intended for today's audience, but we didn't want to hassle Greg to reshoot it. And this is introducing Greg Adler, President of Off Road Warehouse, and soon to be the oldest new boss of 4 Wheel Parts.

Greg Adler
CEO, Off Road Warehouse

Hello, I'm Greg Adler, CEO of ORW USA. Welcome to Off Road Warehouse. We are very excited about our new partnership with ARB. Our relationship goes back over 30 years ago, when the Air Locker was first introduced to the U.S. by the Browns, and since that time, the high-quality, premium, functional products that ARB produces have become well-known throughout the U.S. and certainly throughout ORW. One of the things we're gonna be doing in this new relationship is enhancing our displays of ARB throughout our 11 Off Road Warehouse stores. So some of that's taking place in the background here, and more to come. Enhanced inventory, so not only in the stores, but also in our warehouse, to service the needs of the customers. Better training of our individuals.

ARB has that understanding by all the years of success that you've had in Australia, and the need and the emphasis on training sales personnel, which will really help us as we go forward. So very excited about the relationship and, you know, look forward to working with my mate, Lachlan. I think I'm using the right definition of mate, but if not, please send me an email or something. Now it's time for me to sit back and relax and enjoy the rest of Lachlan's message.

Lachlan McCann
CEO, ARB Corporation Limited

Hey, and rest assured, with the announcements that we're making today, and you've previously heard, Greg is not resting, listening to me talk, for sure. Look, and I'll get to the acquisition news shortly, but I did want to take the time to provide some context and some background to what has transpired to lead up to where we are today. The Adler family, like the Brown family, built their retail and product business, 4 Wheel Parts, since the 1970s. They founded 4 Wheel Parts and grew the business to over 100 stores, five major distribution centers, and a large range of house brands, including Smittybilt, Pro Comp, G2, Poison Spyder, and the list goes on. 4 Wheel Parts was then sold to Polaris in two thousand and sixteen, which was subsequently onsold from Polaris to Wheel Pros in 2022.

For various reasons, the business has struggled under both Polaris and Wheel Pros' ownership. In recent years, the distribution centers were closed, and all but 42 stores were either sold or closed. It's important to note that, you know, Wheel Pros did have aspirations for those 42 stores, as they were the best performing stores amongst the network. ARB and Off Road Warehouse entered in negotiations with Wheel Pros to acquire the remaining stores around eight months ago, culminating in the recent signing of an asset purchase agreement to acquire the 42 stores and all intellectual property rights, digital assets, the e-commerce website, and all associated assets associated with the 4 Wheel Parts brand. Wheel Pros entered into bankruptcy on the eighth of September to support a swift restructure of their debt position.

ARB and Off Road Warehouse, and specifically the men to my left, Damon Page, worked through a complex bankruptcy process, and we're delighted to announce that as of yesterday, a court in Delaware in the U.S. signed a free and clear sales order that was issued by the courts, and we are now preparing to close the sale tomorrow, Friday, the eighteenth of October, U.S. time. So what are we buying? We are beyond ecstatic about this one. The U.S. remains our monster truck market for future growth.

We've consistently messaged our aspiration to be a true leader in the US 4x4 aftermarket, and this took a huge step with the acquisition of 4 Wheel Parts. Owned access to the largest US 4x4 specialty retail network, combined with ARB's diverse product engineering, advanced manufacturing, and strong and growing premium brand, we believe is a recipe for long-term success.

What we have acquired, and most importantly, is an experienced management team that we believe and have complete confidence that will run our U.S. retail business. Greg and a team of largely ex-4 Wheel Parts executives who know and understand the business and have a shared emotional and financial interest to make this venture a success. An important part of this formula is ARB USA's president, Rich Botello, who is also over a 30-year veteran of 4 Wheel Parts and a close colleague of Greg and his team. We will have a combined retail network of 53 stores, in excess of 500 employees, including the largest team of specialty 4x4 accessory technicians in the USA.

4 Wheel Parts e-commerce site, with over 30 million website views per year, supporting an omni-channel experience combined with these Brick and Mortar stores, and the oldest and most established direct-to-consumer brand in the USA 4x4 aftermarket. To briefly touch on the commercials, through this acquisition, ARB will move our ownership from 30%- 50%. The acquisition value is approximately $30 million, which comes with $16 million worth of inventory. ARB will provide ORW with a $10 million interest-bearing loan, which will not be fully drawn at sale. At acquisition, we've been very conscious of right-sizing the business prior to ownership.

I mean, it wasn't lost on us, the fact that this has passed through the hands of two very, experienced businesses in North America, who have both struggled with the business, and so it was very important to us to bring the business back into our ownership in good shape. So with that came, some headcount reduction, which has been affected prior to sale, largely of indirect to staff and also some burdensome IT expenses that we've also left behind as a part of the transaction. We want to give ourselves the best chance of being able to be profitable in the shortest amount of time. ARB retain, obviously, specific access rights to all aspects of 4 Wheel Parts business to help market and sell ARB products.

Through the Wheel Pros restructure process, ARB took the opportunity to acquire Poison Spyder, a Jeep-focused enthusiast brand, including front bumpers, rear bumpers, side steps, wheel arch flares, and other products you can see on the screen. The majority of these products are fabricated from steel and alloy and can be manufactured in our Thai manufacturing operations. Poison Spyder is focused on more of a hardcore enthusiast market, which is not a market or a customer type that ARB speaks strongly to today, and therefore, we see it as a new segment. The brand was acquired for $1 million and had peak sales in 2017 of $15 million. And while Poison Spyder products are merchandised in 4 Wheel Parts stores, the brand has been a little bit unloved and had diminishing stock supply over the last few years.

The brand comes with all associated IP and production assets of around 500 different SKUs. Still on the U.S., and a couple of further key updates. Given the size of the team and the opportunity that exists through the 53 retail stores, we've taken the decision to focus our resource on the U.S. merchandising effort and inventory management and training and education of those 53 stores. We're well progressed on the merchandising plan and look forward to providing more details of this rollout in future presentations. Before we get to any questions after this meeting, it's important to note that, you know, really, it's only been in the last hours, in the last 24 hours, that we've had absolute certainty around the acquisition. So there's been a lot of planning put in place and a lot of go-forward plans that we have been maturing.

However, until we actually knew that we had the business as ours, we've had a lot of those plans just sitting in the wings. The compromise, however, of our path forward with the 53 stores is the ARB flagship store, which has been put on hold for the time being, and we'll reassess this decision over the next 12- 18 months. Representative of the trajectory in the U.S. 10 years ago, ARB had one 3,500-square-meter distribution warehouse in Seattle. We bolted on 4,000 square meters in Jacksonville, Florida, and our most recent expansion is the DC at Midlothian, Texas. In the process, this is in the process of being updated from 4,000 square meters to 10,000 square meters.

Should I have to do any presentations going forward in the U.S., I'm gonna have to go to square feet, but for the time being, this is fine. Servicing mid-USA, including important territories such as Denver, Colorado, and customers such as Toyota USA, the Texas location will be an important part of our U.S. growth. Heading over east to the U.K., the Truckman business in the U.K. has returned to growth after enduring a very challenging 2023 financial year. We were consistent in our reporting of the challenges in new vehicle supply and very confident in a recovery when new vehicle sales came back. We're delighted with the business recovery and see growth opportunities in the U.K. through the potential further great geographical expansion, growth of e-commerce, and expansion of ARB product sales through the 4x4 aftermarket.

Our efforts to create more awareness for ARB can be seen in collaborations such as that with Isuzu UK and the introduction of the ARB Dealer Hub. Another really exciting piece of news for today is the expansion of ARB's Australian business into the e-commerce world. We've gained really important e-commerce learnings through businesses in the U.K. and the U.S., and have been working diligently in the background over the last twelve to eighteen months on the opportunity for e-commerce through a more complex distribution network in Australia, to effect a class-leading e-commerce experience integrated with our store network to provide a seamless, omni-channel experience for ARB customers. I think it's important to point out that, you know, in our e-commerce world, it's not just picking up a box and shipping it from the warehouse.

The most important part of the integration of an e-commerce platform will be the presentation of workshops to e-commerce online customers, so that they can buy and transact online, but be able to drive into an ARB store and have their products fitted to their vehicle. ARB has huge organic growth to our app, to our website. We do, however, recognize that we're not converting these site visitors to customers, particularly the younger demographic. We see the e-commerce strategy as absolutely complementary, but also accretive to Australian business. The site has a targeted launch date of August 2025. On to the OEM business. ARB's OEM business had a record year, with sales revenue just shy of $ 60 million, representing a 40.5% increase. OEM development programs have a 2-4-year cycle, and we currently have a great pipeline of new work.

Sales to OEM are forecast to grow in FY 2025, noting that sales to Toyota USA for the Trailhunter program will be recorded as a US sale, not as an OEM sale. Given the presence in previous presentations of Toyota USA work, we don't have a specific slide today on this. However, I'm pleased to announce that the business is progressing very well. We're supplying product on a daily basis for the Tacoma Trailhunter program and are imminently commencing supply of product on the Trailhunter 4Runner, which is the roof rack presented previously to market. Further contracts with Toyota USA will be announced in the 2025 financial year. On to products. Driving on metropolitan roads, construction sites, regional centers, and campsites around Australia, ARB's presence on the back of 4x4 pickup Utes is extremely strong.

Our ute tub range includes lids of ABS plastic, and aluminum, classic and the class-leading Ascent Canopy. But one growing sector in the market that we don't address today is the tray and service body market. To remedy this, and today, we'd like to introduce the acquisition of MITS Alloy. Exciting stuff. Despite the strength of ARB's engineering team, they're busy. They're a busy group, and we identified a short-term, addressable and incremental market, which we didn't have a solution for. Our ARB stores receive daily inquiries for this type of product, and we've been sending our customers down the road, which is not acceptable. To find a short-term solution to this opportunity, we reviewed the major players in the category and quickly landed on MITS Alloy as the highest quality, most ARB-aligned partner in the market.

MITS Alloy is a Newcastle-based business that has its roots in the mining industry, and the design and manufacture of high feature benefit, durable trays and canopies. They employ around 50 team members, and the acquisition includes manufacturing, engineering, and installation facilities. The founder, Tim Lightfoot, who is the bearded guy on the videos, will be retained in the business post-acquisition and will lead future product development in this space, as well as the integration to the broader ARB network. And it's important to point out as well today that this sector of the market is actually. There's a lot of individual players that really struggle with their distribution network, so we certainly think that the opportunity to send their products through our 74-store network is absolutely going to be a recipe for success.

Just a quick snapshot of the product for you to look at in MITS Alloy, but I think this is adequately covered off in the video. On the commercials, the asset purchase agreement has been signed, and the sale is due for completion, ironically, on the 18th of October, along with a couple of others. There is a five-year non-compete for the team in place, and the absolute priority is the integration to the ARB store network. International opportunities for the product exist today, and they do trade to overseas customers previously. While this product is less common outside Australia, there's great potential overseas. In last market presentation, we discussed our recent struggles with the Nitrocharger shock absorbers. We're determined as a business to be a market leader in the global suspension and regain some of the lost territory.

Over recent years, we've evolved our suspension portfolio to be a true leader in the category. The job we have ahead of us is to do a better job of telling our story. We do have class-leading, a class-leading shock absorber range, including the recent release of the MT64. Class-leading spring range, including the recent release of the parabolic and airbag combination, a true integrated suspension solution. In the coming 12 months, you'll see Old Man Emu push harder into this category with a view of a grab of greater market share, both in Australia and in international markets. Wrapping up, it's been a long one, sorry, but there's a lot of good news stories out there for us. A quick Q1 FY 2025 trading update. We have achieved sales growth of 6.5% in the first quarter of 2025.

This includes 5.5% growth in the Australian aftermarket, a 2% decline in sales to OEMs, and importantly, a 10.4% growth in export sales. Gross margins achieved in Q1 FY 2025 remain healthy, with a small price increase implemented on the first of October 2024. ARB's profit after tax in Q1 2025 is modestly down compared with Q1 2024. The business is managing labor resources in a dynamic environment, incurring transaction costs and is supporting investments relating to various new strategic initiatives presented today. As mentioned by Damon, ARB's cash balance has grown to$ 62 million at the end of Q1 2025, from $ 56.5 million at June 2024. We have sufficient funds to fund the recent acquisitions or the announced acquisitions.

Stock has marginally increased, largely as a result of the Toyota USA contract. ARB's aftermarket order book remains strong despite pressure on the Australian economy from cost of living increases. Increased fitting output, new store development and new product releases are expected to help offset lower deliveries. ARB's export order book has increased in Q1 FY 2025 and it is expected that the acquisition of 4 Wheel Parts by Off Road Warehouse, and by extension, ARB, will provide an uplift to ARB's sales, increasing over time. Further sales growth in the U.S. is expected as a result of contracts with Toyota USA. Improving trading conditions in key export markets, including US, New Zealand, and Thailand and the U.K. will help. Sales to OEMs, excluding Toyota USA, are expected to be stable for the remainder of FY 2025 .

And very importantly, the Board believes that the company is well-positioned to achieve long-term success through improved U.S. distribution, and obviously, the strategic acquisition of 4 Wheel Parts. Expansion in the Australian aftermarket with new and upgraded retail stores and stockists with e-com on the horizon, increased distribution and manufacturing capacity to accommodate future growth, and a great pipeline of new product developments and new product releases. And finally, I'd just like to take the time to acknowledge and thank ARB's management team, both in Australia and internationally. Our success will be a reflection of the team we have in place to drive the business, and the initiatives presented today are the result of an aligned, values driven and ambitious team. Sorry. My sincere thanks to that team and the exciting times that we have ahead.

I'll now hand back over to Rob to run through the formal part of the presentation.

Robert Fraser
Chairman, ARB Corporation Limited

Great. Thank you, Lachlan. I think as shareholders, we can all be very proud of the senior management team and the great products that the company produces. We've certainly got a lot on the go at the moment, but I know the management team is highly energized, and I attended for two days last week in Melbourne. We had the Independent Store Owners Conference, and I can tell you our store network is also very highly energized and excited for the future, in particular, the MITS acquisition. Despite the current world economic conditions, we've got exciting times at the moment, and I think we're very well placed for future growth.

I'd also like, on behalf of the Board and all shareholders, to thank Lachlan, Damon, and Dennis, their senior management team, and all of ARB's 2000+ staff around the world for their tremendous contribution and their outstanding efforts during FY 2024. I'll now proceed to questions from the floor. I'd ask that you leave any questions relating to the formal items of business, so that's things like the remuneration report and the financial accounts to those agenda items. I will allow time when we reach those matters for discussion and before I put the motion to a vote. Please be reminded that only registered shareholders and proxy holders, those people holding a yellow or a blue admission card from the registration desk may speak.

And if you wish to speak, please raise one of those cards so that Dennis, who I think has got the microphone, can bring it to you. I'd ask that you state your name, and if you're representing an organization, state who that is, before asking your question. And in the interest of time, if we could limit it to one question at a time, and we'll come back so we can get to as many people as possible, and if you could be as succinct as possible. I think we've covered a lot in the presentations, so hopefully we've actually covered as many questions as you might have had, but of course, we'd be delighted to take questions now. Thank you.

Brett Morris
Shareholder, Australian Shareholders' Association

Thank you very much. Brett Morris from the Australian Shareholders' Association.

Robert Fraser
Chairman, ARB Corporation Limited

Hi, Brett. Thanks for coming.

Brett Morris
Shareholder, Australian Shareholders' Association

Thank you very much. Congratulations on another successful year. My question is just in relation to ARB's. Obviously, in an area where there's a big energy user, they potentially using a lot of recycled products, potentially, there'll be wastage and so forth. So the environmental factors concerning the company is really relevant to the ARB, and Corporations Act is coming in, of course, with new regulations requiring further reporting and the like.

Robert Fraser
Chairman, ARB Corporation Limited

Mm-hmm.

Brett Morris
Shareholder, Australian Shareholders' Association

I'm just wondering what the main drivers are for companies like ARB in achieving higher environmental standards. Is it the regulations? What role is that having? What role is it consumers? How is it, what's driving success on that front?

Robert Fraser
Chairman, ARB Corporation Limited

Yep. Thank you, Brett, and I said good to see you this year. The short answer is, we're very well placed with all of the, you know, coming reporting obligations, and we have got a program in place. In fact, I think we're, I could say we're ahead of the curve in terms of where we need to be to meet the standards. But in terms of the program, Damon has actually been driving that within the organization. Lachlan may also comment, but I'll ask Damon specifically to address your question.

Damon Page
CFO and Secretary, ARB Corporation Limited

Thanks, Brett, for the question. And, you know, we're very conscious of our reporting requirements and our obligations as a company. And, what I'd say at the outset is that the company takes the responsibility and the obligations really important, and it's a standing item on the board meeting agenda. So every month, sustainability and climate change is an item for discussion. And we have two champions on the board with Shona and Karen, who have taken a strong interest in this space and are really supportive of management as we try to navigate our way through the opportunities, the risks, and the responsibilities that we have. We have engaged an external expert to assist us as we work our way through, particularly our reporting requirements.

Over the last 12 months, we have quantified our Scope 1 and Scope 2, direct and indirect emissions, and that's really given us some good insight into where we have opportunities to be able to improve, possibly to reduce, and it gives us some opportunities to assess what we might do as we move forward. But as we progress through this, we've still got a fair bit of work to do. We're currently focused on quantifying our Scope 3 emissions, working through the risks and the opportunities, what actions we'll undertake, what targets may be set, and how we might better manage both our power, electricity, and gas consumption, how we might reduce our carbon footprint and emissions.

The other area, which I think you touched on, was the packaging space, where obviously we're moving a lot of product all around the world, and we have one engineer full-time working through packaging opportunities to reduce packaging and also to ensure that we're using packaging that's easily recyclable. So a lot of space going on in this area. We haven't reported our Scope 1 and Scope 2 emissions at this stage. More reporting requirements will be imposed at the June twenty twenty-five, at the end of this financial year. As Robert mentioned, we're ahead of the curve. We'll comply with those requirements, and we'll release more information to the market more generally as we progress along this space.

Ray Tolson
Shareholder, Teaminvest

Thanks. Ray Tolson, shareholder. I'm also a member of Teami nvest, although I'm not actually representing Teami nvest. Regarding the store network in Australia, how close does the company think it is to saturating that market? And has there been any cannibalization as the new stores are rolled out?

Robert Fraser
Chairman, ARB Corporation Limited

Yeah. Thanks, Ray, and good to see you again this year. I'll get Lachlan to address that, but there certainly, as you can see from the expansion program that we've got, even just this next two years, there's plenty of opportunity. When you look at the size of some of the centers that we're able to put stores into, I think, you know, the geography of Australia tells you we've still got plenty of time to do that. But, Lachlan, you might want to add some specific comments.

Lachlan McCann
CEO, ARB Corporation Limited

Yeah, sure. Yeah, thank you very much for the question, and I suppose our roadmap for store growth and development extends beyond a hundred stores. I think we've made that public before. And it's certainly not a matter of the ability to find new locations, it's the speed at which we can mobilize our teams and make sure that we have enough resources to get those new opportunities to market. So we've been in the last four years, we've been a lot more strategic at looking at demographic locations, new car dealerships locations of you know, key peers, Bunnings, Total Tools, those sort of retail outlets, and being real, really targeted in where we actually want to have stores. The next hurdle is to find something that's financially viable. So with the property prices where they are, we're obviously very and acutely aware.

Damon keeps a good eye on things and making sure that we're looking at locations and sites where we can retain profitability. And so, the answer to the question is, the saturation, we don't see that at least beyond a hundred stores. And, you know, there's a good five to seven years of store rollouts before we get there, which we're very comfortable with.

Damon Page
CFO and Secretary, ARB Corporation Limited

I think the other one to add to that, Lachie, is that we have not seen any cannibalization. In fact, it's actually quite the opposite. When we're seeing stores in closer proximity of each other, we actually get some growth in both stores. So where does that point end up? I'm not too sure, but,

Lachlan McCann
CEO, ARB Corporation Limited

I think Newcastle-

Damon Page
CFO and Secretary, ARB Corporation Limited

There's a long way to go.

Lachlan McCann
CEO, ARB Corporation Limited

Newcastle indeed is probably a good example of that.

Stuart Oldfield
Shareholder, Third Lake Partner, LLC

G'day. Stuart Oldfield here, shareholder. Lachie, I heard you make reference to some distribution centers of ORW having been closed over recent years under previous ownerships. So do you want to give us a specific stab of what the CapEx expectations are for building back up that warehouse support for those 42 stores, please?

Lachlan McCann
CEO, ARB Corporation Limited

Yeah, sure. It's a good question. So the distribution centers were 4 Wheel Parts, not Off Road Warehouse. Off Road Warehouse has one small distribution center in Corona that we have a small amount of lease space for ARB product in. It's, you know, one of the key pillars to success is making margin. And, you know, one of the things that unfortunately happened through the Wheel Pros business is that they closed those DCs, and now I suppose they then purchased product through wholesale distributors at a higher acquisition price, reducing their margin. So to us, we have to be clever in sourcing third-party products directly from manufacturers where possible.

We have to be lean in our stock holdings, and we have to be smart about the amount of resource and capital we're going to be injecting to increase our distribution facilities. When we go back and have a look at the map that was posted, there is a concentration of stores around Texas. There is a number of stores over in the Southeast, and so we will be using for those stores in both Texas and in Florida, both the Jacksonville and Midlothian sites to support the store network in addition to the Corona site, but clever management of stock, excellent relationships with suppliers, and management of our capital is going to be critical going forward.

So I'm not going to give you a direct answer on how much capital is going to be deployed within the business, but certainly, it's a key part of the strategy to get right so that we maximize the margin at the retail stores.

Robert Fraser
Chairman, ARB Corporation Limited

Any further questions? That's great. You'll of course have the opportunity afterwards to mingle and ask further questions. But that being the case, we'll now move to the formal items of business. And I'd like to advise that valid proxies have been received at the company share registry, Computershare, by the designated time, which was 9:30 A.M. on the 15th of October. That was on Tuesday. In my capacity as chairman of the company, I've been appointed as proxy by the holders of between approximately 51 and 56 million of the company's ordinary shares, depending on the resolution being voted on today. Just for context, that represents about 62%-69% of the issued capital of the company. I intend to vote all available proxies in favor of the resolutions to be put to the meeting.

For each of the resolutions, a slide of the proxies received for and against the resolution and proxies that have been directed will be shown. The proxy figures will be at the closing time for receipt of proxies, and of course, these figures may change if there's a proxy holder who is present today and revokes their proxy. The constitution of the company, together with the Corporations Act, provides that a resolution put to a vote of shareholders shall be decided by way of a show of hands unless a poll is demanded, and as chairman of the company, I am demanding a poll, so each of today's resolutions will be determined in that manner. I should say that that's also in accordance with the corporate governance statement of ARB. I'll now declare the poll open.

Shareholders and proxy holders will have received on registration their yellow voting cards. In order for your vote to be counted, you'll need to complete, and just most important, remember to sign the card and then place it in one of the ballot boxes that will be circulating throughout the room. Shareholders who wish to vote for, or against, or abstain, should obviously mark the relevant for, against, or abstain boxes on the voting card. Abstentions, as usual, will not be counted in computing the required majority for the poll. And if you are a proxy holder, you must comply with the direction of the shareholder appointing you if you wish to lodge a valid vote. I hereby appoint Peter Renda from Computershare. Peter is at the back of the room. Thank you. As Returning Officer to conduct the poll.

If you have any difficulty in completing your voting card, then please raise your hand and don't hesitate to seek assistance from one of the Computershare staff. The Returning Officer will arrange for the votes to be counted in accordance with the voting exclusions that are set out in the meeting, and I'll only close the poll at the completion of all formal items of business. The results of the poll, as usual, will be available on ASX as soon as we have them available later today, and they'll also be on ARB's website in due course. I'll now turn to the formal items of business.

The first matter being the receipt of the financial statements and reports, together with the directors' report and the auditors' report for the financial year ended thirty June 2024 which is now tabled. As you'd probably know, no resolution is actually required for this agenda item. However, the subject of the company's financial report, directors' report, and auditors' report are certainly now open for discussion, and if anyone has any questions, I'd now be pleased to take them. And also, Andrew Reid, from Deloitte, is also here as the company's external auditor to answer any questions on either the accounts or the audit itself. Are there any questions? Thank you, Ray.

Speaker 9

Yeah. Thanks. The other day, and I'm not a four-wheel drive person, I was having a really good look around the website and was absolutely astounded at the number of products. And obviously, that's now gonna increase with the acquisition in the U.S. I'm just wondering what the chances are that the sheer volume of products out there will result in a reasonably high write-down of some of the older, more obsolete stuff?

Lachlan McCann
CEO, ARB Corporation Limited

Is this on? Yep, there we go.

Robert Fraser
Chairman, ARB Corporation Limited

Yep.

Lachlan McCann
CEO, ARB Corporation Limited

We have obsolescence and obviously obsolescence provision, which Damon spends a lot of time analyzing and trying to understand. The beauty of our products are, unlike perishable foods and those sorts of things, fast fashion, whatever it might be, they don't go old. A 1984 Hilux or a nineteen sixties Defender or whatever else Dottie's got in his garage. The products fortunately remain relevant. Absolutely, there's excess and obsolete stock, and it's a real focus for the business at the moment to get it right. But the majority of our products remain relevant for time into the future, and it's usually application-based products that are the issue.

So we might see a slowing down of products, and certainly at the end of a model life of a vehicle, we see high levels of inventory of those products, but there's certainly an opportunity with the car park of those vehicles available globally, in the years to come, to be able to sell those in the secondhand market. So it's a focus, but it's certainly nothing that's on the horizon any different to historical years.

Robert Fraser
Chairman, ARB Corporation Limited

Yeah, it's, it's obviously a key area of focus. Obviously, not only cash flow, but you certainly don't want to get caught holding stock. But I think, and we've always taken the attitude, you can't, you can't sell it if you don't have it, and one of the key, I think, competitive advantages we have is exactly that, that stock for that car park of very old vehicles out there. Specifically, I mean, you'll see on the accounts, we've got a $ 16 million obsolescence provision, which I think relative to the total stock holding of around $ 250 million is, I think, a conservative position, but we certainly give it great attention. It's a subject every meeting. Okay, there are no further questions in relation to the accounts.

I'll move to the items of business requiring a formal vote. Resolution one concerns the company's remuneration report, which forms part of the directors' report contained within the company's annual report. The precise resolution on which you'll be voting will now appear on the screen, unless. And I'll take that as read. I'll now move to consider resolution one. You'll be aware that the vote on this resolution is advisory only. It doesn't bind the company or its directors. However, the Board obviously takes the feedback that we receive through the remuneration report into account when we set remuneration policies.

For good corporate governance, I advise that the remuneration report at the 2023 AGM of the company was carried with a vote in favor of 95.3%, and the board unanimously recommends that shareholders vote in favor of the resolution, which is to pass the remuneration report for 2024. The proxy figures for that resolution, I'd like to show you those before we ask for questions, they can be seen on the screen, and I'd now like to invite any questions that you may have or comments from shareholders regarding the remuneration report. We'll now proceed to voting. As Chairman, I exercise my power to direct that the vote on resolution one is to be taken by way of a poll, as set out in the notice of meeting, and subject to the voting exclusions.

I'll vote all of the all available proxies in favor of this resolution. If you'd just please take the time now to record your vote on your yellow, voting card. Just mark an X in the appropriate box, and I'll do the same. I'll just allow time at the end, but I'll keep moving with the resolutions. Resolution Two is the re-election of Roger Brown. Roger retires in accordance with the company's constitution, and being eligible, offers himself for re-election, re-election. The precise resolution, on which we'll be voting now appears on the screen, and again, unless I hear to the contrary, I'll take that as read and move to consider Resolution Two. The board, other than Roger, who abstains, given his personal interest in this resolution, recommends that shareholders vote in favor of Resolution Two.

Before opening the meeting for discussion on this resolution, I'd just like to place on the record the board's appreciation of Roger's deep and ongoing contribution to the board and the company. His industry knowledge and experience are second to none among the independent directors. I mentioned at last year's AGM that some proxy advisors have rigid voting guidelines that effectively discourage companies from retaining long-term industry and corporate knowledge on the basis of director tenure. Unfortunately, it's worth mentioning again this year that ARB has a fundamentally different approach to experience, and indeed, we believe the continuity, longevity and stability of the board have been long-term contributors to the company's success. In our view, the one hundred and twenty-seven years of ARB boardroom experience at each of our meetings sets us apart from our competitors.

Roger remains a torchbearer for our core values of driving excellence with passion, and it was for that reason that when he retired as chairman in two thousand and twenty-two, the board specifically requested that he become the chairman of the Remuneration and Nomination Committee for a transition period. Some advisors and institutional shareholders also have rigid guidelines around independence in this role. However, the board firmly believed that it was the right decision for the company for the time. We certainly respect the right of any shareholder to form a contrary view. However, I must say, it is disappointing that the inflexibility of some proxy voting policies does not recognize the advantage of our transitional approach, particularly given the company's successful evolution and the irrefutable experience and leadership that Roger brings to this role.

The proxy voting results for this resolution that can now be seen on the screen, unfortunately, reflect this voting position to some extent. Before I put the motion to the vote, does anyone have any questions or comments on the resolution? Thank you, Roger.

Ray Tolson
Shareholder, Teaminvest

Yeah, Ray Tolson back again. I'm not speaking on behalf of Teami nvest, but I can absolutely assure you that Teami nvest completely agrees with the views that you've just expressed about continuity and all of those sorts of things. Now, we have a method of aggregating our individual holdings, and it's a bit over 50% of people have presently put their data in. With that, our ranking in the top 20 would place us at number 12, which is where we were last year. So even though that's, as a percentage of the total shares, not huge, it's still a reasonable chunk of shares and we certainly do not agree with the predilection to get rid of Directors after, say, three terms. Thanks.

Robert Fraser
Chairman, ARB Corporation Limited

Thank you, Ray. I appreciate your sentiment and certainly agree with them. Okay, we'll now proceed to voting. As Chairman, I exercise my power again to direct that the vote on this resolution is to be taken by way of a poll. As set out in the notice of meeting, and subject to the voting exclusions, I'll vote all available proxies in favor of this resolution. If you could now please mark on the reverse side of your yellow voting card, your voting on this matter. Okay. Without preempting the final results from the meeting, which I said will be published today, I'd like to congratulate Roger on his likely re-election. And thank you, shareholders, for your overwhelming majority support. Thank you, Roger.

The last item of business Resolution Three concerns the re-election of Karen Phin to the board. Karen also retires in accordance with the Constitution, and being eligible, offers herself for re-election. The resolution's again on the screen, which I'll take as read, and I'll now move to consider it. The Board, other than Karen, who abstains, given her personal interest in the resolution, recommends that you vote in favor of this resolution. I'd also just like to say in relation to this one, that we're very fortunate to have Karen on our board. Karen, you do a tremendous job as Chairman of the ARC, and particularly during this last year when we've transitioned and changed auditors. Karen's always active and engaged, and she's been an excellent board member. We really appreciate your contribution. The proxy voting results appear on the screen.

But before I put the motion to the vote, I'd like to invite any questions or comments. Okay, we will now proceed to voting. If you could please mark your yellow voting card. I'll just allow time to do that. And again, congratulations, Karen, on your likely reappointment. Much appreciated. Okay, you should have had time to complete your cards on all three resolutions. Does everyone need any assistance? In which case, if you could just ensure that they're signed, and Peter will circulate around the room and collect those now. Thank you, Peter. And thank you, shareholders. I'll now declare the poll closed. The votes, as I said, will be tallied, and they'll be available on the ASX website shortly and also on the ARB website.

There being no further business, I'd like to declare the annual general meeting of ARB Corporation Limited closed. I'd like to thank you again for your attendance. We have finished in good time, so there'll be plenty of opportunity to chat with us and ask any other questions that were on your mind. So, thank you again for your attendance. It's great to see everyone. It's gonna be a very exciting year, and we look forward to seeing you again next year. Have a good morning.

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