Articore Group Limited (ASX:ATG)
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Apr 24, 2026, 4:10 PM AEST
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AGM 2024

Oct 23, 2024

Anne Ward
Chairman, Articore Group Limited

Good morning, everyone, and welcome to the 2024 Annual General Meeting of Articore Group Limited. The company secretary has informed me that we have a quorum present, and I therefore declare this annual general meeting of Articore Group Limited open. My name is Anne Ward, and I'm delighted to address this meeting as your chairman. I would like to take this opportunity to thank everyone for taking the time to attend today's meeting. Your ongoing support and interest in the company is appreciated by the board. Today's meeting is being held as a virtual meeting. Shareholders will be able to ask questions through the online platform and to vote electronically when prompted. If we experience any technical issues that impact the conduct of the meeting, I will assess the circumstances and communicate further with you.

If I'm unable to communicate with you, you will be emailed instructions on when to rejoin the meeting. I would now like to introduce my fellow directors, all of whom are present today. We have Managing Director and Group CEO, Martin Hosking, and Non-Executive Directors, Ben Heap, Robin Low, Greg Lockwood, Robin Mendelson, and Bob Sherwin. Also present at today's meeting is the Group's Chief Financial Officer, Rob Doyle, Company Secretary, Harry Pratt, and our Audit Partner, Ashley Butler of Ernst & Young. Representatives from our share registry, Link Market Services, are also present and will be acting as Returning Officer and Scrutineer for today's meeting. Before moving to the formal part of the meeting, I will begin with my Chairman's address. I will then invite Martin Hosking to provide an update and explain more about our plans for FY 2025 and beyond.

There will be an opportunity to ask questions in relation to each item of business, and we will answer general shareholder questions before I close the meeting. I will now deliver my chairman's address. FY 2024 has been a transformational year for our company, with a new name, a new leadership team, and a new operating structure put in place. We successfully delivered the first phase of the strategy we set out last year: right-sizing the business and returning both marketplaces and the group to positive underlying cash flow. The improvement in the group's financial position was further highlighted in May 2024 with the launch of an on-market share buyback program. We also delivered on our commitment to board renewal with the appointment of two new directors. Following an extensive search, we welcomed Robin Low to the board in March 2024.

Robin is a highly experienced Non-Executive Director and Chair of the Audit and Risk Committee at Articore. Robin's strong financial expertise and extensive ASX-listed experience are proving highly valuable and complement our existing director skill set. In July 2024, we appointed Robin Mendelson, a U.S.-based director, to the board. Robin brings deep operational experience and e-commerce experience following a twenty-year career with Amazon.com. As head of Amazon's U.S. Media Consumer Group, Robin delivered multiyear revenue and earnings growth across that U.S. multi-billion-dollar division. Alongside her executive experience, Robin is an accomplished Non-Executive Director and currently sits on the boards of a number of U.S.-based companies in relevant industries. Both Robin Low and Robin Mendelson are standing for election today. We also recently announced that long-standing director, Greg Lockwood, will retire from the board at the conclusion of this meeting.

Greg has been a director of your company for the past nine years, and I would like to acknowledge and thank Greg for the important contribution, or the many important contributions, that he has made to the company during that time. At the start of FY 2024, our central objective was to restore positive underlying cash flow. It is a testament to the strength and commitment of our team that we were able to finish the year with underlying cash flow of AUD 900,000, a AUD 47.8 million cash turnaround from the prior year. At the same time, we stabilized the business and returned to positive operating EBITDA with gross profit, GPAPA, and operating EBITDA all above FY 2023 levels. The improvement in our performance has been achieved through a disciplined focus on unit economics.

We also realized the full benefit of cost reduction initiatives implemented in FY 2023, while also maintaining a strong cost discipline. This was achieved against a backdrop of softer trading conditions as consumers continued to be impacted by cost of living pressures across our core markets and geographies.... Each of our marketplaces contributed to the group's significant improvement in Operating EBITDA and delivered positive underlying cash flow during the year. The turnaround has been particularly significant for Redbubble, with an AUD 32.4 million improvement in Operating EBITDA in FY 2024. Both marketplaces delivered significant market expansion by prioritizing profitable revenue over volume and focusing on initiatives that drove better unit economics. The fundamentals of each of our marketplaces remain strong.

During the financial year, approximately 575,000 artists sold products on the Redbubble marketplace, and approximately 4.2 million customers bought a product from an artist. While the number of designs sold reduced to about 4.1 million, we believe this is a short-term response to some of the measures we have taken to improve the quality of designs in the content library. A better quality content library should ultimately improve the on-site experience and enhance off-site marketing. Returning Redbubble to profitable revenue growth remains our main priority going forward, and in FY 2024, we made good progress, but clearly there is more to be done. At TeePublic, we leveraged our strong foundation to drive sales and customer retention in FY 2024.

These metrics show that TeePublic's flywheel is operating well, with the number of selling artists and designs sold increasing, leading to increases in marketplace revenue and GPAPA. The overall number of customers declined slightly during the year in a challenging economic environment, but pleasingly, we continued to see growth in repeat customers, which represented 48% of marketplace revenue, compared to 30% in FY 2020. Sustainability remains an integral part of our business and reflects the way in which we operate. Our focus is on providing spaces that allow artists and creatives to be globally seen, heard, and valued. This year, in connection with our transition to the group operating model, we have taken the opportunity to further center our environment, social, and governance strategy around this founding purpose, which we now refer to as social impact and sustainability.

Our sustainability goals are aligned with the expectations of our artists, their customers, our employees, and shareholders, and we will continue to drive... Sorry. These goals will continue to drive commercial outcomes over the short and long term. Importantly, we continue to believe in the value of an open marketplace and freedom of expression within key policy guidelines. This is captured in Articore's mission to liberate human creativity. We will, of course, continue to meet a range of stakeholder expectations, including the transition from voluntary to mandatory sustainability reporting, beginning in FY 2027. Looking ahead, we have a clear plan to return Articore to profitable revenue growth based on the solid foundations established in FY 2024. In FY 2025, we will remain underlying cash flow positive while extracting maximum value from both marketplaces and maximizing synergies across the group.

This will enable us to invest in organic opportunities that leverage our distinctive group assets and enable us to move beyond the existing marketplaces in pursuit of our vision of being the global leader for connecting digital creators with their customers. I will now pass over to Martin Hosking to provide more detail on our strategy and recent trading.

Martin Hosking
Managing Director and Group CEO, Articore Group Limited

Thank you, Anne, and I'm pleased to have the opportunity to present to shareholders today, our first AGM under our new name. At Articore, our vision is to be the global leader for connecting digital creators with their customers. This has remained essentially the same since Redbubble was founded in 2006. Providing a way for creators to monetize their works is at the cornerstone of our business. Financial year 2024 was an important year for the group as we returned to a positive underlying cash flow and delivered initiatives to drive profitability across our marketplaces. These initiatives included a restructure of our organization to provide greater insights into the performance of each marketplace. Absolute profit and margin improvement was the primary objective. This was achieved through better unit economics and more effective marketing spend, leveraging each marketplace's unique strengths and value proposition.

At the same time, we reduced our cost base by AUD 31 million or 24%. During this process, we were careful to ensure that the group retained the capability to return to growth and position the group for long-term success. While a lot was achieved in financial year 2024, there is more to be done, and our immediate priority is to return the group to profitable revenue growth and leverage our assets to create additional growth opportunities. I will address this in more detail shortly. During the year, the group continues to embrace AI across all areas of the business to reduce costs. For example, in customer acquisition, AI has enabled us to enhance marketing campaigns by improving relevance and customer profiling. We're also using AI in vector search, analyzing and matching search queries to build customer engagement.

AI is particularly useful across our content library, detecting duplication and risky content, and defining and categorizing content into a hierarchy of themes. While we remain focused on driving profitable revenue growth in each of our marketplaces, we are also pursuing a longer-term strategy based on our vision of being the global leader for connecting digital creators with their customers. We have a number of distinctive assets underpinning this vision. Primarily, our leading network of creators with commercial content, our scaled and growing fulfillment network, and our superior unit economics. Our aim is to build on these assets to dramatically increase the range and value of our services that we provide to our existing creators and creators not yet part of the group. The loyalty and depth of our creator membership is highlighted on slide 15.

Unusually for a marketplace, we have a high level of established sellers who continue to sell on the marketplace. 30% of sales in FY 2024 came from creators who joined the marketplace before 2020. Importantly, the marketplaces are also renewing, with new creators joining at a solid clip and getting early sales. Combined, this gives us an unusually vibrant and diverse platform on which to build by attracting new creators and providing new services to those who are already with us. Slide 16 provides an overview of our marketplace diversity. Over 90% of sales come from outside Australia and New Zealand, and our fulfillment network extends across 46 third-party fulfillment sites. Our two marketplaces vary in terms of geography and product mix. Over 90% of TeePublic sales come from apparel, and over 90% come from North America.

Redbubble has more product and geographic diversity. This network gives us an unprecedented reach and scale. With our established base of artists and global fulfillment network, Articore is ideally positioned to compete in the creator economy beyond the current marketplaces. These marketplaces have served digital artists, but such artists are only a small portion, subset of the broader creator economy. This slide gives a sense of what the broader creator economy encompasses. It consists of individuals or groups that create their own careers or businesses by sharing content around themes and brands through social channels such as YouTube, TikTok, Snap, Instagram, et cetera. Unlike the artists who underpin our marketplaces, they lead with their brands and social content. Much of this economy exists outside of our current marketplaces.

It has more diverse revenue streams, and the total addressable market is many times larger than our current marketplaces and is strongly growing with the growth of social channels. In 2023, the global value of the creator economy was estimated at $250 billion, and is forecast to increase to $480 billion by 2027. There are a wide range of creators, from small-scale operators to fully fledged businesses, with turnovers of millions of dollars and complex needs. Within this umbrella term of creators, are a broad variety of outputs encompassing still photographs, videos, games, audio and video. Creators have many ways of monetizing their brands. Articore already has a solid foothold in the creator economy, as many of our artists bridge between the marketplaces and this economy.

Since inception, we have attracted millions of creators organically and through TeePublic's established sales engine. Our ability to play in this space is already evidenced by TeePublic's merchandising program, which has been particularly successful in recruiting podcasters. Both TeePublic and Redbubble were founded on the core understanding that we need to serve creators. It is exciting for us to broaden our offering to appeal to whole new segments of creators. We are in a strong position to extract value and leverage assets from our marketplaces to deliver an expanded offering to new and existing creators. We expect this to be a multi-year journey, giving rise to multiple new revenue streams, additive but independent of both the existing marketplaces and paid marketing channels. They will initially build on our existing print-on-demand marketplace offering, but we'd also aim to go beyond this. Turning to slide 19.

Trading for the year to date has been mixed, with consumer sentiment remaining soft in our key markets. In the first quarter of FY 2025, group marketplace revenue was 7% lower than the prior corresponding period. A strong performance at TeePublic was offset by a decline at Redbubble, where improvements in paid marketing were impacted by an unexpected deterioration in search traffic. The group remains focused on cost discipline and on maximizing synergies across the group. As part of this process, we have appointed TeePublic CEO, Vivek Kumar, to the newly created role of CEO, Marketplaces. We believe combining the management of the two marketplaces will enhance their performance and enable us to achieve significant synergies across the group. Redbubble CEO, Adam Crouch, will also be leaving the group. I would like to thank Adam for his valuable contribution over the last year in stabilizing the Redbubble business.

Adam will remain with Articore until the end of this calendar year, providing support to Vivek and further developing the group's creative strategy. Finally, we reaffirm our FY 2025 guidance and expect to deliver GPAPA margin of 24%-26%, operating expenditure of AUD 96 million-AUD 100 million, and positive underlying cash flow. I will now hand back to Anne to oversee the formal part of today's meeting.

Anne Ward
Chairman, Articore Group Limited

Thank you, Martin. This now brings us to the formal part of the meeting. There are 12 resolutions to be discussed today, which have been listed in the notice of meeting. The notice of meeting was sent to shareholders in September, and I will take it as read. Before we consider the items of business, there are a number of procedural matters which I wish to draw to your attention. All items of business will be voted on by way of a poll. To vote at this meeting, you need to have registered your shareholding with our share registry, Link Market Services. For those of you attending virtually, which is everybody, if you haven't already done so, please follow the online instructions to vote during the meeting.

The poll will be conducted at the end of the meeting, after each resolution has been put to the meeting for questions and discussion. In order to provide you with enough time to vote, I now declare that voting is open for all resolutions, and I will give you a warning before voting closes at the end of the meeting. Where undirected proxies have been given to me as chair, I intend to vote all such proxies in accordance with the recommendations set out in the notice of meeting, being in favor of resolutions one to nine and against resolutions 10 to 12. Any directed proxies that are not voted at the meeting will automatically default to me as chair of the meeting, and I am required to vote those proxies as directed.

During the meeting, we will display the number of direct and proxy votes that were received on each resolution prior to the meeting. Any voting restrictions have been set out in the notice of meeting. The final voting results will be released to the market on the company's ASX platform shortly after the meeting. Only shareholders, their attorneys, proxies, and authorized company representatives are entitled to ask questions and vote at this meeting. To ask a question, please follow the instructions on your screen. Please limit yourself to one question at a time to give other shareholders a chance to be heard. Participants can submit questions any time from now. However, questions won't be addressed until the relevant resolution is being considered. Questions may be moderated, or if we receive similar questions on one topic, they may be combined.

Finally, if we run out of time, we will answer any unanswered questions in due course via email or posting responses on our website. The first item on the agenda is to receive and consider the annual report of the company, together with the declarations by the directors, the directors' report, the remuneration report, and the auditor's report for the year ended 30 June, 2024. This item does not require a resolution to be put to the meeting, but does provide an opportunity for shareholders to ask questions or make comments on company matters. The company's auditor, Ashley Butler, from Ernst & Young, is available to address questions in relation to the conduct of the audit or the content of the audit report. Any questions to the auditor should be directed to me as Chair in the first instance. Are there any questions on the financial statements and reports?

Harry Pratt
Company Secretary, Articore Group Limited

No questions, Chair.

Anne Ward
Chairman, Articore Group Limited

Were there any... Have we received any questions online?

Martin Hosking
Managing Director and Group CEO, Articore Group Limited

Any questions online, operator?

Operator

There are currently no questions over the phone.

Martin Hosking
Managing Director and Group CEO, Articore Group Limited

Thank you.

Anne Ward
Chairman, Articore Group Limited

Okay, thank you. If there are no questions, I will move on to the first resolution. The first resolution is a non-binding advisory note for the adoption of the remuneration report for the financial year ended 30 June, 2024. The remuneration report is contained in the annual report, which is available on the company's website. It includes details of the company's policy on the remuneration of directors and executives, a discussion of the relationship between that policy and company performance, and details of the performance conditions associated with the remuneration of the Chief Executive Officer and other executives…. As stated in the notice of meeting, Resolution one is an advisory and non-binding resolution, although the board will take discussion on this resolution into account when it is considering the future remuneration arrangements of the company. The resolution and proxies received to date are received on the screen.

Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No questions, Chair. Operator?

Operator

There are currently no questions on the phone.

Harry Pratt
Company Secretary, Articore Group Limited

Thank you.

Anne Ward
Chairman, Articore Group Limited

Okay. If there are no questions on this resolution, I will move on to the next item of business. The next three resolutions relate to the election of directors to the company's board. Two directors appointed to the board since the last Annual General Meeting, being Robin Low and Robin Mendelson, and a self-nominated candidate for board appointment, John Lewis. Resolution two seeks shareholder approval to elect Non-Executive Director and Chair of the company's Audit and Risk Committee, Robin Low. Robin, as I said earlier, was appointed to the Articore board in March 2024 and has made a valuable contribution since that time, including as Chair of the Audit and Risk Committee. Robin is a highly experienced non-executive director and brings deep financial expertise to the board. I will now pass over to Robin Low to say a few words.

Robin Low
Non-Executive Director, Articore Group Limited

Thank you, Anne, and hello, everyone. I'm delighted to be standing for election to the Articore board. I'd like to cover with you the relevant skills I bring to Articore and why I care about the Articore business and the opportunity it provides to creative people around the world. In terms of my experience, I have been the Audit and Risk Committee Chair on six ASX-listed boards. This is the role that I was brought onto the Articore board to fulfill, and I consider that I have the relevant experience, having been an auditor with PwC for over 27 years, and of that, over 17 years as a partner. I'm a former Deputy Chair of the Auditing and Assurance Standards Board, and at PwC, my practice area covered both audit and risk.

While I want to emphasize my audit and risk skills, I consider that I contribute more broadly to the boards I've been on in the areas of strategy, culture, people, technology, and importantly, business performance. In terms of what is relevant to Articore, my boards have been multinational or global. Marley Spoon is a digital-first business with operations in the US, Europe, and Australia. Appen is a leader in data annotation and has been considerably focused on AI. IPH is a multinational intellectual property services provider, and AUB Group, a multinational insurance broker, which is in the business of risk and is complex. Finally, I was attracted to Articore because of its purpose. Artists are so important to our social fabric, and to be on a board of an organization which enables creators to earn from their work resonates strongly with me.

If elected, I look forward to serving all stakeholders and working with the Articore board. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you, Robin. Details of the resolution and proxies received are shown on the screen. The board, other than Robin Low, recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution? Harry?

Harry Pratt
Company Secretary, Articore Group Limited

No questions, Chair. Operator, any online questions?

Operator

There are currently no questions over the phone.

Anne Ward
Chairman, Articore Group Limited

Okay. If there are no questions, we will move on to the next item of business. Resolution three seeks shareholder approval to elect non-executive director, Robin Mendelson. Robin was appointed to the board in July 2024 and brings extensive e-commerce and operational experience, including 20 years with Amazon.com. Robin is also a highly experienced non-executive director, and together with Robin Low, complements the existing skill set of the board. I will now pass over to Robin Mendelson to say a few words.

Robin Mendelson
Non-Executive Director, Articore Group Limited

Thank you, Anne, and hello, everyone. I'm Robin Mendelson, and I'm honored to stand for election to the board of directors. Over the past three decades, I've had the privilege of delivering value through leadership roles and executive positions, most notably 20 years at Amazon.com, where I led multi-billion dollar divisions in the U.S. and internationally, driving sustainable growth in dynamic, complex environments. Through these experiences, I bring to the board a deep understanding of e-commerce, global markets, and scaling technology, which is directly aligned with Articore's strategic priorities and contributes complementary skills to the board. As Articore emerges from its recent restructuring to restore positive underlying cash flow, I see tremendous potential in its ability to expand its innovative marketplace for artists and customers.

I'm enthusiastic about the opportunity to contribute insights from decades of global e-commerce leadership as Articore focuses on scaling the company, deepening its engagement with creators, and solidifying its position as the go-to platform for artists to showcase and monetize their work. While I want to express my strength as a growth-oriented e-commerce executive, I also bring strong governance and board experience. I serve on public and private boards in the U.S., contributing judgment, strategic oversight, and rigorous governance to the board's deliberations. I sit on the Audit and Compensation Committees of the Board of Mind AI, a global technology company with operations in the U.S., Europe, India, and Africa. Additionally, I serve on the board of the National Association of Corporate Directors, Northwest Chapter.

If elected, I would bring to the board a deep commitment to value creation and positioning Articore for long-term success in the rapidly evolving digital marketplace, while the company remains true to its vision of being the global leader for connecting digital creators with their customers. I thank you for your time, and I respectfully ask for your support in this election. I look forward to working with all of you to make Articore an even stronger, more successful company in the years to come. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you, Robin. Details of resolution three and the proxies received will now be shown on the screen. The board, other than Robin Mendelson, recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No questions on this resolution. Are there any questions, operator, online?

Operator

There are currently no questions online.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, we will move on to the next item of business. Resolution four relates to the election of an external board candidate, John Lewis. As detailed in the notice of meeting, Mr. Lewis is associated with a 9% shareholder in the company, Osmium Partners, and so if elected, Mr. Lewis will not be considered as an independent director. As Chief Investment Officer and founding partner of Osmium, John has been a supportive and actively engaged shareholder for more than eight years. Given the many interactions with John during that time, the directors are satisfied that he has a deep understanding of the business and believes in the long-term opportunities for Articore.

While we do not agree with the proposal from Articore... Sorry, from Osmium, regarding an immediate sale of the company, we acknowledge that Mr. Lewis has relevant experience and insights which could add value from a board perspective. Accordingly, the board has recommended shareholders vote in favor of Mr. Lewis's election. Details of the resolution and proxies received are shown on the screen. The board recommends that shareholders vote in favor of this resolution. Are there any questions for the board on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

There is a written question received, Chair, from Jeffrey Poon. "Why should Osmium, with approximately 9% shareholding in the company, elect four members to the board? Is your representation not enough?" Is awaiting.

Anne Ward
Chairman, Articore Group Limited

I suspect that's a question for Mr. Lewis. I'll respond by saying, as set out in the notice of meeting, the board considered the nominations received from the four Osmium directors. We have resolved to recommend that shareholders vote in favor of Mr. Lewis's election. However, we agree with what I think the point is being made by Mr. Poon, that for 19% shareholder to have four representatives on a board of up to nine people would not be appropriate, and so the board have not recommended... The board have recommended that shareholders vote against the other three Osmium candidates.

Harry Pratt
Company Secretary, Articore Group Limited

There are no other written questions, Chair. Are there any online questions, operator?

Operator

There are currently no questions on the phone.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no further questions, we will move on to the next item of business. Resolution five seeks shareholder approval for the company's current non-executive directors to elect to receive directors' fees in the form of equity in lieu of cash under the company's equity incentive plan. If approved, the non-executive directors will have the right, but not the obligation, to receive all or a portion of their fees, which are currently paid wholly in cash, in options or restricted stock units, as appropriate. Details of the resolution and the proxies received are shown on your screen. The board recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Operator, any verbal questions?

Operator

There are no questions over the phone. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you, Harry. If there are no questions on this resolution, I will move on to the next item of business. Resolution six seeks shareholder approval to ratify the issue of 5 million shares to Solium Nominees (Australia) Pty Ltd, the trustee of the Redbubble Employee Share Trust. The employee share trust holds these shares for the benefit of employees. When employee equity in the form of options, share appreciation rights, and restricted stock units vests and is exercised, shares held by the employee share trust are then transferred or sold as applicable in order to satisfy such exercise, avoiding any additional dilutionary effect of issuing new capital. Details of the resolution and the proxies received are shown on the screen.... The board recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Operator, any questions online?

Operator

There are no questions over the phone.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, I will move on to the next item of business. Resolution seven seeks shareholder ratification of the issue of employee incentive securities to various employees of the company under the company's Equity Incentive Plan. The Equity Incentive Plan has been in place since prior to the company's listing on ASX and is used for granting employees equity in the company in the form of short- and long-term incentives. Employee incentive securities include options, share appreciation rights, and restricted stock units, and are subject to vesting and other conditions pursuant to the terms of each offer. Details of the resolution and proxies received are shown on the screen. The board recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Any verbal questions, Operator?

Operator

There are no questions over the phone. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you. As there are no questions, we will move on to the next item of business. Resolution eight seeks shareholder approval for the issue of incentive securities to the Managing Director and Group CEO, Martin Hosking, under the company's Equity Incentive Plan. Details of the resolution and proxies received are shown on the screen. The board, other than Martin Hosking, recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Are there any questions, Operator?

Operator

There are currently no questions over the phone. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, we will move on to the next item of business. Resolution nine seeks shareholder approval for the proportional takeover approval provisions in the company's constitution to be renewed for a period of three years. Resolution nine is a special resolution requiring 75% of votes cast to be in favor in order to pass. Details of the resolution and proxies received are shown on the screen. The board recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No questions, Chair. Operator?

Operator

There are currently no questions over the phone. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions on resolution nine, I will move on to the next item of business. Resolutions 10 to 12 relate to the proposed election of non-board endorsed candidates for election as directors. Like John Lewis, each of the non-board endorsed candidates is associated with Osmium Partners. While we value alternative views on the board, it is not appropriate or in all shareholders' interests for one 19% shareholder to have four seats on the board. The board considers that the election of all four candidates would result in Osmium being significantly over-represented on the board and would materially adversely impact board independence and its ability to act in the best interests of all shareholders. The board is also concerned that should Osmium secure significant influence on the board, they may prioritize Osmium's own agenda at the expense of all shareholders.

Further, we do not believe these three candidates have the requisite skills or experience to add value to the Articore board at this time. Resolution 10 relates to the election of non-board endorsed Osmium candidate, Adam Hoydysh, to the board. Details of the resolution and proxies received are shown on the screen. The board unanimously recommends that shareholders vote against this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Operator, any verbal questions?

Operator

There are currently no questions over the phone. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, we will move on to the next item of business. Resolution 11 relates to the election of non-board endorsed Osmium candidate, Daeyoung Choi, to the board. Details of the resolution and proxies received are shown on the screen. The board unanimously recommends that shareholders vote against this resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Operator, any verbal questions?

Operator

There are currently no questions over the phone.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, we will move on to the next item. Resolution 12 relates to the election of non-board endorsed candidate, Osmium candidate, Oliver Richner, to the board. Details of the resolution and proxies received are shown on the screen. The board unanimously recommends that shareholders vote against the resolution. Are there any questions on this resolution?

Harry Pratt
Company Secretary, Articore Group Limited

No written questions, Chair. Operator, any verbal questions?

Operator

... There are not currently, any verbal questions. Thank you.

Anne Ward
Chairman, Articore Group Limited

Thank you. If there are no questions, I will now move to the final item, which is other business. And I confirm that the company has not received notice of any other items of business that may properly be brought before the meeting. Company Secretary, are there other general questions that we've received that it might be appropriate to answer at this time?

Harry Pratt
Company Secretary, Articore Group Limited

There's a general question, Chair, from Jeffrey Poon: "Chair, you said this company has a new name and new leadership, but does this company really have new leadership when our CEO, Martin, has been with the company since day dot? What can Martin continue to bring that he has not already brought to the company?

Anne Ward
Chairman, Articore Group Limited

Thank you for that question, Mr. Poon. As you rightly point out, this is Martin's third innings as CEO of this company, and Martin returned to the role of CEO in March 2023. When he did so, Martin, I would say, came out of retirement with renewed energy and vigor to contribute to the company, and he has indicated that he is committed to the role long term. Since Martin came back, he has implemented or set out a new strategy for the company and implemented phase one of a significant turnaround, which included restructuring, revising the operating structure and operating model of the company. Removing around 25% of the annual expenses from our cost line.

And has set out, most recently, a renewed strategy to implement phase two of the turnaround, to reestablish profitable growth, and to expand into new and additive revenue streams beyond our two marketplaces. The board is fully supports Martin in this role and believes he is the most appropriate person to lead the company at this time.

Martin Hosking
Managing Director and Group CEO, Articore Group Limited

I might just comment briefly on it. It's a great question, so thank you. It's tremendously exciting for me to be back, to be quite honest. So I hope that I bring enough experience and understanding of the marketplaces. I'm working with a new team, which has a whole new set of skills. We've got Vivek, who's got tremendous depth in understanding the retail marketplaces and understanding how retail works online, and understanding, you know, what's required there. So that's been just wonderful to be working with him. Rob Doyle joined at the same day as me. Me for my second time around, him for his first. Me for my third, really.

Him for his first, bringing real depth as a CFO, and so just working with somebody new, with that experience, deep understanding of how marketplaces work and what's required to run a listed company in Australia to be successful. Meahan, who's coming from bringing a real understanding of what's required and scaling a people and culture background, and what it takes to lead an organization at scale from a people and a culture perspective. And then also in that leadership team, there was my old colleague, James Toy, who's been with us for a while, but also has that real understanding of what is required from a legal perspective.

In addition, I think one of the real lessons I had learned in bringing back was that you to do retail well online, you need people with deep retail experience. And so we've got Bob Sherwin on the board with his background in Wayfair and working in retail, and now Robin Mendelson with her experience there. So I'm working with a new board and, of course, Robin Low coming with her background as well. So working with a new board, bringing with new insights, with a new management team. So I hope I'm bringing some understanding of what we had before, but I'm not certainly not resting on that. I'm really excited by the opportunity which we have before us, and particularly to really embrace a new set of creators.

You know, both Redbubble and TeePublic were very focused on artists as the primary creators. They're great. We love them. They do all wonderful things, but there's also a new set of creators which have tremendous opportunities, and building a whole new line of business in that economy is just incredibly engaging for me.

Anne Ward
Chairman, Articore Group Limited

Thank you, Martin. And I hope shareholders got a sense of Martin's energy and enthusiasm as I described. Thank you. Were there any other general questions?

Harry Pratt
Company Secretary, Articore Group Limited

There are two further questions, Chair, just now. The first from Peter Saban: "Compared to the start of 2022, when people thought online retail was going to continue to expand, what are the key differences in Articore's competitive environment between then and now in terms of the nature of consumer demand? In particular, how has demand for individualization evolved? Competitive environment: who are the key competitors? Who is Amazon? How is Amazon playing in this space? Anything else to note?

Anne Ward
Chairman, Articore Group Limited

Yeah. Thank you. There's a lot in that question. And I would say that online retail and e-commerce has been through a bit of a rollercoaster ride over the past five years, and our company is no different. Like many, we experienced significant uptick in demand during the pandemic years, which then has slowly declined. I would say we expected it to stabilize at a higher level than it has, but I think it's been... That has been coupled by the macroeconomic conditions impacting consumer discretionary spend around the world. What has changed, I think, in the past couple of years, is that overall online, possibly spurred on by that spike in demand during the pandemic, has fragmented, and there have been very significant changes in the competitive landscape.

A number of companies like Amazon have become very dominant, but there have also emerged many, many, many much smaller companies that are, I would say, niche and, approaching cohorts of customers in niche ways. So the whole landscape has changed. We are, like all of our peers in this space, attempting to adapt to the changes, to expand our offering, and to continue to, connect with, artists. Connect artists with their customers in new ways. I might ask Martin to comment on that question.

Martin Hosking
Managing Director and Group CEO, Articore Group Limited

Yeah. Peter, it's. Thank you. It is an important question because the landscape has changed significantly since 2020. I think what I would note is that, you know, both Redbubble and TeePublic were built on the idea of strong flywheels operating, where you get more artists, you get more content, and particularly Google organic search becomes important. That's become more difficult. We complemented that with what we could do in the paid channels, and that's. We've shown that we can scale that. That's continuing to scale at TeePublic, and it's been, and we've also reversed issues there at Redbubble as well. But it is getting more expensive in the paid channels, particularly with the influx of Temu and Shein and those sorts of people.

So hence, when we look about the opportunity going forward, we really do think about what's beyond the marketplaces, what's beyond the limitations in some of the consumer demand fragmentation, which Anne was talking about, and the limitations in the paid and organic channels. And so that's really why this focus in is how can we play also in the creative economy. It's not that we're walking away from the marketplaces. They've still got a long way to go. There's still a lot of customers who want that diversity, who's seeking that independent, you know, seeking to express their individuality in a way in which only TeePublic and Redbubble can truly achieve. But that is, that does have also have limits within this, the total environment.

So we will be continuing to grow the Redbubble and TeePublic marketplaces, but we'll also be ensuring we can play in the new channels which have emerged since 2020 in particular.

Anne Ward
Chairman, Articore Group Limited

Thanks, Martin. Are there any other questions?

Harry Pratt
Company Secretary, Articore Group Limited

There's a further question, Chair, from Jeffrey Poon. Given the CEO of Redbubble is leaving at the end of the year, do you intend on replacing the CEO of Redbubble role?

Anne Ward
Chairman, Articore Group Limited

No, we don't. As Martin explained earlier, Vivek Kumar, who's presently CEO of TeePublic, has taken on a new role as CEO of Marketplaces. So Vivek will be leading both the Redbubble and TeePublic teams. Thank you. Any other questions?

Harry Pratt
Company Secretary, Articore Group Limited

Chair, there were two questions received prior to the meeting, which I'll address now, if that's all right?

Anne Ward
Chairman, Articore Group Limited

Thank you.

Harry Pratt
Company Secretary, Articore Group Limited

Both from shareholder JAG Hilford Super Pty Ltd. The first: Based on past performance, Martin Hosking appears to be the only CEO capable of managing Articore properly. Given the subpar performance of other CEOs appointed since listing, what structural changes has the board made to ensure future succession results in a CEO capable of leading and growing Articore at the strategic level, while delivering on the intricate daily minutiae of an international digital platform?

Anne Ward
Chairman, Articore Group Limited

Thank you for that question, and thank you for your confidence in Martin, and I would say the board shares that confidence in his ability to lead these businesses. The board does take its responsibilities regarding succession planning very seriously. We believe we have the appropriate processes in place, and as I said earlier, Martin has indicated that he is committed to the role for the long term, so I can't really comment any more on succession plans. Thanks.

Harry Pratt
Company Secretary, Articore Group Limited

The second question, Chair, is: When will Articore resume implementing revenue growth initiatives and budget that drive up top-line growth in excess of that delivered over the last one-to-two years? In fact, that can be achieved at all?

Anne Ward
Chairman, Articore Group Limited

Yeah, thanks. As Martin referred to in his address, and we've touched on in some of the questions, it remains a primary objective for the board and the group in phase two of our turnaround to achieve profitable revenue growth. We are working very hard to restore the group to positive top-line growth in both marketplaces, and as we've said, to unlock new revenue streams in the broader creator economy. I can't really comment at this point due to commercial confidence and sensitivity around some of our plans, but shareholders can expect to hear more specific announcements in coming months.

Harry Pratt
Company Secretary, Articore Group Limited

There are no further written questions, Chair. Are there any online questions, operator?

Operator

There are currently no questions on the phone.

Robin Mendelson
Non-Executive Director, Articore Group Limited

Okay, thank you. Thank you for those questions. So that concludes the formal business and discussion on items of business before this annual general meeting. As set out earlier in the meeting, a poll will be held on all resolutions at the conclusion of the meeting. So please follow the instructions on your screen to enable you to vote in respect of the resolutions put to this meeting, if you haven't already done so. Please ensure that you have cast your vote on all resolutions, and I'll now pause to allow all shareholders to finalize their votes. I haven't voted. Thank you. I'll just give you a few more seconds to finalize your voting. Okay, voting will now close.

After the votes on the resolutions have been reviewed, the results of the poll will be announced on the ASX as soon as possible. I now declare this annual general meeting closed. Thank you, everybody, for your attendance and for your participation. On behalf of the board, we look forward to your continued support in the coming year. Thank you.

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