As we begin the meeting, I'd like to acknowledge First Nations and Torres Strait Islanders people on whose land we conduct our business around Australia, and pay my respects to the community's culture builders past, present, and emerging. This morning, I will provide a brief overview of our business and achievements during 2024. Our CEO and Managing Director, Mike Emmett, will then provide an update on our business and key results, and he will look to provide an outlook for the 2025 financial year. We will then move to the formal business of the meeting and the resolutions set out in the notice.
But before that, I'd like to introduce our CEO and Managing Director, Mike Emmett, Richard Deutsch, Non-Executive Director who chairs our Audit and Risk Committee, Andrew Kendrick, Non-Executive Director, Company Secretary Richard Bell, Peter Harmer, Non-Executive Director, Melanie Laing, a Non-Executive Director who also chairs our People and Remuneration Committee. And joining us via video, you can see there on the screen, is another Non-Executive Director, Cath Rogers. Cath unfortunately had an unavoidable timing conflict, so she's not able to be physically with us here today. But good morning, Cath.
Good morning, everyone.
Cath will now turn your screen off and will join us later for Resolution B, which is a resolution dealing with the proposed re-election of Cath. Also with us today is our Joint Company Secretary, Elizabeth McGregor, representatives of our Auditor, Ernst & Young, led by Mike Wright, and Renay Robinson. Representatives of our Registry and Link Market Services are here, and seated in the audience are
Senior Executives of the company. In addition to receiving the financial report statement, there are eight further items of business, and I'll just run through which those are, so the first is the adoption of the remuneration report, then we've got a number of re-elections of directors being Peter Harmer, Cath Rogers, Melanie Laing, and then also the election of the non-board endorsed candidate, director candidate, being Stephen Mayne.
Stephen has self-nominated as a director because he believes that our recent capital raises were unfair to retail shareholders. We'll discuss this resolution during the formal business of the meeting. Then we go on to the third area, a third matter, which is an approval to increase the Directors' fee c ap. Fourthly being the issue of performance shares to our Chief Executive, Mike Emmett, and fifthly, finally, a refresh of our placement capacity for the issue of shares in. There'll be an opportunity for questions on each resolution and also during the meeting following the. At our meeting today, Mike and I will report to you on AUB Group's performance and also during the general meeting and the outcome of the meeting.
This is my eighth year as the Chair of this company, a year of continued success, change with an execution focus aligned to our strategic agenda, and an excellent financial result for shareholders. Financial year 2024 was marked by another year of success underscored by, as I just mentioned, robust financial performance and significant accomplishments. Our underlying net profit after tax increased by
32% compared to previous year, financial year 2023, and our net profit after tax reached AUD 171 million. This growth reflects our dedication to delivering strong returns while maintaining financial resilience. We, as I'm sure you're aware, maintained a strong balance sheet with the corporate entity remaining cash generative and access to AUD 470-odd million cash and available debt funding as at 30 June 2024.
Furthermore, we successfully raised AUD 225 million in equity through a AUD 200 million placement to institutional shareholders announced in May 2024, and then AUD 25 million in a share purchase plan, which is referred to as an SPP, which was announced in June 2024. These initiatives support our acquisition pipeline, and they fund further growth opportunities. We determined a fully franked final dividend of AUD 0.59 per share, which together with the interim dividend of AUD 0.20 per share, this
brings the total final full-year dividend to AUD 0.79 per share, which was an uplift of 23% from the prior year. This growth reflects our strong earnings and very healthy cash flow. Our earnings per share for FY24 was AUD 1.56 per share, which was an increase of 21% compared to the previous year, further underscoring the successful execution of our strategic priorities and our ongoing commitment to enhancing shareholder value.
As you may remember, back in September 2022, we acquired the London and Lloyd's broker Tysers. The vendor was a private equity firm, Odyssey Investment Partners. As part of the consideration for Tysers, AUB Group issued just over nine million shares to Odyssey. The shares were subject to a two-year escrow period until the 30th of September 2024. Odyssey had recently sold those shares to institutional
shareholders via a managed sale process. So any idea that there was an overhang from those shares has now been dissipated, and those shares are in the hands of what we hope are long-term institutional shareholders. The successful execution of our strategic priorities has been a key driver of the financial performance, and in financial year 2024, we completed several strategically significant and accretive acquisitions.
The integration of Tysers has granted us valuable access to Lloyd's and opened opportunities for new markets through its extensive client base and distribution network. This strategic acquisition has established a strong foundation for further expansion in both existing and prospective markets, aligning with our objective to leverage Tysers to optimize the value chain and unlock our next phase of growth.
Our agency's portfolio remains a critical growth driver, and surpassing our financial year 2024 target of AUD 1 billion in premiums, it represented a 19% increase compared to the previous year. Additionally, the acquisition of Pacific Indemnity, which is another agency, was completed and took effect on the 1st of July 2024, so it's not included in the current results, but it further strengthens our position. Looking ahead, financial year 2025, we'll see an increased focus on building out our UK retail capability.
We also remain committed to enhancing our strategic investments, optimizing Tysers' wholesale broking operations, and driving further growth across our key markets. Our strategic priorities will continue to center on leveraging those acquisitions to maximize value and capitalize on further emerging opportunities. I'd like to just mention our commitment at this stage to environmental and social and
governance practices, and it still, as you would imagine, remains a priority. We implemented several key initiatives and have outlined further plans to further strengthen our ESG footprint. Some of the highlights during the course of the year, we were recertified as a Great Place to Work. Our giving and community support programs continued to be rolled out. We also, through donations and sponsorships, supported community organizations throughout Australia through our network of brokers across the country.
We commenced our assessment of our approach against the first stage of the Australian Sustainability Reporting Standard, and we implemented measures to address gender pay equity, with women representing 52% of our workforce, 52% of promotions, and 56% of new hires. One final item which we're very proud of is the trust that is generated by our broker partners with their customers, and we
measure this by the retention of the business, which is in the 90s, low 90s, 93%, and has been at that level for some time, which is considered to be high. As part of the board's succession planning, we're pleased to announce the appointment of a new director, Tonianne Dwyer, as a Non-Executive Director, and Tonianne will become a director at the conclusion of today's meeting.
You might ask why this particular item was not in the notice of meeting, but we hadn't finalized the appointment of Tonianne by the time at which the notice of meeting had to be dispatched to shareholders. So you will get a chance to vote on Tonianne's election at this time next year. Tonianne brings an exceptional value to the board, so I just want to give you some facts about her background. So
that experience includes serving as a Non-Executive Director of ASX-listed companies, Company ALS Limited, Growthpoint Properties Australia, Incitec Pivot. She's also the Deputy Chancellor and member of the Senate of the University of Queensland, a director of the Sir John Monash Foundation, and previously, in her 23-year executive career, she was in investment banking and real estate in senior roles with Hambros Bank, Société Générale in the UK.
We warmly welcome Tonianne and look forward to benefiting from her considerable expertise and insights. In addition, I'd like to take this opportunity to confirm my retirement from the AUB Group after 10 years, eight of which were as chair, and extend my heartfelt thanks to my fellow board members, shareholders, the management team, and AUB's business partners and teams for their support and
collaboration. Together, we've achieved remarkable growth with a compound annual increase of 17% per annum in profit and 10% compound growth in our earnings per share over that period. And so I'm honored to have been part of this journey and leave with great confidence in AUB's future, knowing it's well-positioned for continued success. Peter Harmer, our current director, will succeed me as chair.
Peter's extensive experience and deep knowledge of the insurance industry make him ideally suited to guide AUB Group as it moves towards its further future aspirations. So my retirement from the board and Peter's appointment will be effective from the conclusion of today's meeting.
So in conclusion, this year has been an outstanding year, marked by significant achievements and a steadfast commitment to our strategic priorities, underscoring both our strong market position and, importantly, our future potential. In closing, I'd like to extend my sincere appreciation to our dedicated employees and partners for their unwavering commitment and hard work, which have been instrumental in achieving the results that I've just talked about. I also wish to express our deepest gratitude to our clients and shareholders for their continued trust and support.
As we move forward, AUB Group, I believe, is extremely well-positioned to build on our success and address the opportunities and challenges that lie ahead. I would now like to hand over to Mike to give you an update on your business and the key results, as well as look forward to the financial year 2025. Thank you.
Thank you, David, and good morning, everyone. I'm pleased to share AUB Group's outstanding financial year 2024 results with strong performance across all divisions. This year marked significant milestones in revenue growth, margin expansion, and profit growth, underscoring our collective strength and strategic execution. Financial year 2024 represented a pivotal moment as we completed five full years under our ambitious strategic mandate. With a revitalized leadership team, bold ambitions, and clearly
defined priorities, we've achieved substantial growth, boasting compound annual underlying net profit after tax growth of 34% per annum and an earnings per share growth of 22% per annum. This pleasing performance has been ratified by our investors, who have supported significant growth in the AUB share price over the same period.
Today, AUB Group manages over AUD 10 billion in premiums on behalf of our clients, having expanded beyond traditional broking to include a diverse portfolio of underwriting agencies, insurtech businesses, and a strong presence in wholesale broking, particularly within the Lloyd's market. Our global reach now spans 16 countries, with approximately 5,500 dedicated professionals serving one million clients, expertly placing and managing risks with the world's leading insurers. Over the past five years, AUB
Group has been one of the fastest-growing broking groups globally and is currently ranked as the 18th largest insurance broking group in the world. Despite this growth, our unwavering commitment is to clients and partners, and this remains at the core of our operations. Our owner-driver model, integral to our success, allows key partners to maintain substantial equity stakes in their businesses, preserving the entrepreneurial spirit and fostering a sense of family within the AUB Group.
With a portfolio of approximately 100 unique brands, each with its own history and culture, united under the AUB Group umbrella, our proven go-to-market strategy continues to deliver exceptional results across multiple jurisdictions year after year. In financial year 2024, the underlying revenue grew by 20% to AUD 1.33 billion, while underlying net profit after tax increased by 32.5% to AUD 171 million, benefiting
from further EBIT margin expansion to 34%. All divisions contributed to this growth, with revenue increases ranging from 8.5% to 26.5%. Margin expanded between 170 basis points up to 740 basis points, while profit before tax attributable to the AUB shareholders rose depending on each division between 14.7% and 59.2%.
As David noted, our EPS grew by 21.2% compared to the prior year, and our three-year average return on invested capital ending on the 30th of June 2024 was 12.7%, while cash and undrawn debt at the end of the year amounted to AUD 471.3 million, providing substantial headroom for future acquisition activity. I'd like to describe some of the divisional results in more detail now. Australian broking remains the engine room of the group. We continue to optimize our portfolio, making eight bolt-on acquisitions and
one disposal, restructuring a broking portfolio, and investing in five equity step-ups, while continuing to support succession planning by reducing our equity in full brokerages. This division continued to deliver strong revenue growth, with widening margin jaws achieved through effective cost management. This cover delivered another strong year, achieving revenue growth of 15% and significant margin expansion to 42%.
The business continues to invest in enhancing its platform, ensuring sustained growth and customer satisfaction. Notably, the insurer panel was strengthened with the addition of Chubb and HDI, expanding the range of insurance options available to customers, while the relaunch of BizCover's cyber insurance offering has shown encouraging growth. The agencies division made an impressive contribution, as
David mentioned, across the milestone of AUD 1 billion in premium, while making significant progress towards our medium-term EBIT margin target of 45%. Additionally, the strategically important acquisition of Pacific Indemnity, which enhances our scale and capabilities, will further bolster our growth in financial year 2025. All components of the division performed strongly, and this addition of Pacific Indemnity from 1 July will enable us to extend this growth. New Zealand.
New Zealand's operations continue to deliver remarkable results, with another year of strong revenue growth at 25.6%, compounded by a 740 basis point margin expansion, resulting in EBIT growth of 57.4%. FY24 organic profit growth of 26.3% was bolstered by 10.5% in profit growth from acquisitions, together contributing to an underlying profit growth of 59.2%. Our ongoing focus and growth in New Zealand is underpinned by nine acquisitions made during the year, alongside portfolio acquisitions, including one
equity step-up and two equity step-downs. Tysers. Financial year 2024 also marked our first full year of Tysers ownership, with the performance from this division contributing positively to our overall results. On a normalized basis, the Tysers EBIT grew by 14.1% to AUD 99.4 million in FY24. We successfully achieved stated run rate revenue and cost synergy targets during the year, while also making good progress to restructure the Tysers operations.
The ability to leverage Tysers to access the Lloyd's insurance market to the benefit of the clients of our broking and agency networks is a significant competitive advantage, which will increase the growth potential of AUB Group in years to come. The operating model. We've restructured the operations acquired as part of the Tysers acquisition, splitting the business into three clear components, namely wholesale operations, which continue to use the Tysers brand, the retail branches, which have been combined with recent retail investments in Movo and Momentum to form a new UK retail unit, while the underwriting agencies will now operate as part of our global agencies division.
As a result, the new AUB International division will comprise Tysers, the new UK retail operations, Mexpress, Forte, our Miami-based brokerage and MGA acquired last year, as well as other acquisitions we anticipate making outside of Australia and New Zealand in FY25 and in the years to come. On the back of these changes, I'm pleased to congratulate Tom Wilson on his recent appointment as CEO of Tysers,
as well as Bob Pybus as CEO of UK retail broking, who will both report to me in my capacity leading the international division. I'm also pleased to announce the promotion of Gurpreet Pawar to AUB Group Chief Strategy Officer and welcome him to the AUB Group Executives. Gurpreet has been an important part of the transformation of AUB Group over the past five years, and I'm pleased to be able to recognize his contribution and his potential with this promotion.
Outlook and progress. AUB Group's strong momentum from financial year 2024 has continued into the first quarter of FY 2025. As a result, we reaffirm our full-year guidance provided earlier in the year. We anticipate underlying net profit after tax in financial year 2025 to be in the range of AUD 190 million-AUD 200 million, representing growth of 11.1%-16.9% on underlying net profit after tax in financial year 2024.
I'd like to reiterate that we anticipate a split of profits of 39% in the first half of 2025 and 61% in the second half of 2025. In closing, we've made substantial progress over the past five years. As we look to benefit from the foundations we've built and the opportunities that increasingly present themselves in our target geographies, we believe we are poised for an exciting next phase in the evolution of the group.
Financial year 2024 was a year of numerous priorities and initiatives, and our strong progress is a testament to the AUB team's remarkable ability to navigate complexity and consistently deliver on our strategic objectives. I extend my deepest gratitude to our clients for their continued trust in us to manage their most critical business risks, to our teams for their unwavering dedication and hard work, to
our business partners for their loyalty and commitment to our success, and to our shareholders who continue to demonstrate support for the AUB Group. In closing, I would like to acknowledge the tremendous guidance and support I've received from David Clarke since I joined AUB Group. He has been an excellent chair. David, thank you for your wisdom and mentorship, and best wishes for the future.
Subject to Peter being re-elected by shareholders today, I look forward to working closely with him in this next phase of AUB Group's evolution and growth. Peter is a seasoned insurance executive with extensive international experience and is well qualified to become chair of AUB Group, having already made an excellent contribution since joining the board a few years ago. Thank you, and I'll now hand back to David.
Thank you, Mike. I'll now turn to the formal part of the meeting. If you just bear with me, I'll take you through a few of the procedures. When I look around the room, I'm sure that many of you are, well, I know many of you are familiar with this part, but we are obliged to go through this.
A notice of meeting was provided to shareholders on the 22nd of September this year, and there are copies of the notice of meeting at the back of the room, along with copies of the annual report. But before moving to, so I will take the notice of meeting and propose that it be taken as read. Before moving to the various resolutions, I do now briefly outline the procedures for today's meeting. So if you have a
yellow voting card, you're a voting shareholder and proxy holder or corporate representative and have chosen to vote using a paper voting card, you're also entitled to speak at this meeting. If you have a blue card, you're a non-voting shareholder, and while you're entitled to ask questions and make comments, you're not entitled to vote at this meeting.
If you're a red card, you are a visitor, and I'm very sorry, you're not entitled to speak or vote, but welcome. If you have not received an attendance card, then please see a representative from Link, our market services, at the back of the room, and we can sort that out for you. There will be an opportunity to ask questions on each resolution. Questions not related to the resolution should be held until the end of
formal business when I'll open the floor for general questions and discussion. I'd appreciate it if before you ask a question, if you could raise your attendance card and state your name. Thank you very much
. A poll will be conducted on all resolutions, so votes will be excluded in accordance with the Corporations Act and the ASX listing rules. The proxy votes received prior to the meeting will be shown on the screen after discussion on each of the individual resolutions. As chair, I will be voting all undirected proxies against resolution 2D and in favor of all other resolutions as indicated in the notice of meeting. Please complete your voting card by ticking for, against, or abstain in the box in respect of each
resolution, and at the conclusion of the meeting, please hand your voting card to a Link Market representative. To ensure all shareholders and proxy holders have the opportunity to vote, I now open the poll. Link Market Services is the returning officer for the meeting, and the results of the poll will be announced to the ASX as soon as they're available. I'd now like to turn to the formal business of the meeting.
The first item is to receive the annual financial report and reports of the directors and auditor for the financial year, 30 June 2024. There are copies of the annual report, as I said, at the back of the room. No resolution on this item is required, but I now invite shareholders and their proxies to comment or ask questions on the reports. Questions may also be asked of the auditor in relation to the conduct of the
audit, content of the audit report, accounting policies adopted by the company, and the independence, of course, of the auditor in carrying out the audit. Again, before you ask a question, I'd appreciate it if you raise your attendance card and state your name. Are there any questions or comments on this item? If there are no questions, then we'll move on to resolution one.
This is the adoption of the remuneration report for the financial year ended 30 June 2024. Under the Corporations Act, the company is required to present to shareholders the remuneration report, which forms part of the directors' report in the annual report. The vote on this resolution is advisory only and does not bind the directors or the company. However, the board will take the outcome of the vote into
consideration in future reviews of the remuneration policy for key management personnel. Are there any questions or comments on this resolution? If there are no questions, I will now put the resolution to the meeting, and the proxy votes are displayed on the screen. I'll now move to resolutions 2A through to 2D, which concern the election of directors. Resolution 2A is the re-election of Peter Harmer as a director of the company.
Peter is retiring and standing for re-election in accordance with the company's constitution. His details are set out in the notice of meeting, and the board, with Peter abstaining, of course, supports the election of Peter as a non-executive director of the company. I'll now invite Peter to speak briefly in relation to his re-election.
Thank you, Mike. Good morning, everyone. When I stood before this meeting three years ago, I noticed that the risk to small and medium-sized businesses was only increasing. How important it was to ensure that these businesses access high-quality management advice and appropriate levels. In the last three years, that risk has continued to increase at an accelerating rate. Whether it's geopolitical, technological, significant shifts in the makeup of supply chains, or the ever-evolving nature of regulation, doing business is getting harder. That's why I'm proud to be part of your company.
One that has continued to invest in the capabilities of our customers and our brokers' capacity. Whether it's parallel access to international insurance markets, guidance, advisors, or the build-out of new agency capacity that responds to new and emerging risks, your company has been at the forefront of this
challenge. I've enjoyed the opportunity to bring my over 40 years' experience in dealing in international insurance markets to the table. With your support, I look forward to being able to continue to do so. I'm also humbled, very pleased that subject to your support, fellow directors have elected me to succeed David at the board. David has led the board incredibly well through some time, leaves his company in excellent shape. Thank you. Thank you.
Thank you, Peter. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. As you can see, the proxy votes are displayed on the screen. Thank you. I'll now ask Cath Rogers. So this is resolution 2B, which is the re-election of Cath Rogers as a director. I'll ask Cath to join us again on the screen. She is. Thank you, Cath. Welcome back.
Thank you, David. Resolution 2B is the re-election of Cath Rogers as a director of the company. Cath is retiring, standing for re-election again in the company constitution. Cath's details are set out in the notice of meeting, and the board, with abstaining, supports the election of Cath as a director. I'll now ask her, invite her to speak briefly in relation to her re-election.
Thank you, David. Good morning, everyone. My apologies for joining with me on stage again. I was first appointed to the AUB board in May of 2018. I have served as a director over the past year and a half. Following the retirement of the Chair and the pre-elected team, I would be on the serving director of the AUB. Throughout my tenure, the AUB board has undergone many changes led by Mike Emmett and his considerable growth, expanding deals over recent insurance payments, while successfully navigating a
rapidly evolving global landscape. During the change and growth, however, a number of factors within AUB were more consistent: Commitment to our customers, strength of the brands and AUB family, professionalism and dedication of our people, and a deep sense of pride throughout the business. I've experienced a resolute commitment to integrity and rigor throughout my time on the board, and the vehicle that leads to serve along such a steaming excellence by David Clarke.
With this in mind, I'm proud to stand for re-election to the AUB Group board at the time. I believe that my background in private equity, venture capital, M&A, and capital markets advisory, and my experience across a broad range of industries and geographies equips me with the expertise, which can help illustrate my capacity of. I'm excited by AUB's perspectives to continue to achieve success, and with their support, I look forward to continuing to serve as our director. Thank you. Thank you.
Any questions? No questions. I now put the resolution to the meeting, and the proxy votes are displayed on the screen. Thank you. So resolution 2C is the election of Melanie Laing as a director of the company. So Melanie was appointed a director on the 2nd of November 2023 at the conclusion of last year's AGM.
Melanie is retiring and standing for election again in accordance with the company's constitution. Her details are set out in the notice of meeting, and the board, with Melanie abstaining, supports the election of Melanie as a Non-Executive Director, and I'll now ask her to speak briefly in relation to her election. Okay. Sure. Thank you.
Thank you, David. Good morning, everyone. It's been a privilege to serve on the AUB Group board for the past year, having been appointed as a Non-Executive Director and Chair of the People and Remuneration Committee, as David said, at the end of the 2023 AGM, and I'm delighted to be standing for election today. The AUB Group has seen strong growth globally over the past 12 months in an ever more complex and obviously uncertain world.
And I'm very confident that this will continue under the leadership of our CEO, Mike Emmett, and his leadership team. In this context, I believe that my current and prior experience positions me well to contribute positively to the AUB board. I have spent all of my career globally and locally in multinational and listed corporates, as well as entrepreneurial and rapid growth businesses. And I have particular expertise in large distributed workforces, navigating regulation, complex risk variants, multi-market M&A
transitions, and particularly best practice human capital management, including culture and remuneration, having served laterally on the executive of Australia's largest ASX-listed corporation and now on a number of company boards. I consider myself very fortunate indeed to be part of a very capable and committed board. And I'm very excited at the prospect of AUB's continued growth.
And with the support of shareholders for my election today, I am very committed to navigating the challenges and opportunities presented to us and making an ongoing positive contribution for all our stakeholders. Thank you.
Thank you, Melanie. Are there any questions on this resolution? If there are no questions, I'll put the resolution to the meeting with the proxy votes displayed on the screen. Resolution 2D is the election of Stephen Mayne as a director of the company. Stephen has nominated himself for election as a director of the company. He provided a statement which we included in the notice of meeting for all shareholders to see. The board assessed Stephen's skills and experience against the skills matrix in our 2024 corporate governance statement.
We considered his nomination in the context of the composition of the board and the skills required to support the execution of our strategic priorities to drive long-term sustained shareholder growth and value. The board believes that Stephen does not have the skills and experience required of a non-executive director of AUB Group and does therefore not support his nomination. For the information of shareholders, I did meet. So Stephen and I met. We discussed his nomination. We also discussed perhaps I might take the liberty of saying his primary motivation for seeking to self-nominate, which was a passionate concern for the rights of retail shareholders, which he holds very deeply.
In that respect, it manifested itself as a criticism, which I think you can see from the notice of meeting and the notes that we included from Stephen there, a criticism of our capital raising strategies, that is, institutional placements with a share purchase plan. Stephen believes that those types of capital raisings are prejudicial to retail shareholders. I disagreed with him. I think it's fair to say we left the
meeting in a cordial way, but nevertheless agreeing to disagree. Therefore, I thought in the next little section, I might just respond to the specific argument that Stephen makes against our institutional raisings, which are accompanied by our share purchase plan. During 2024, AUB Group continued to execute our growth strategy, which was delivered, as you've seen, strong returns. This included the acquisition of, and both Mike and I have mentioned it previously, Pacific Indemnity.
That was funded through an AUD 225 million share placement and purchase plan. In determining the appropriate structure and size of each raising, the board considers various objectives, including the tightest pricing we can get, which minimizes their dilution to non-participating shareholders, shareholder fairness, execution certainty for mergers and acquisitions, register development, and the most efficient execution. The board determined that a placement and share purchase plan structure was
the best balance of all of those objectives. Pleasingly, both the placement and the share purchase plan were strongly supported by our shareholders. As we disclosed to the market, eligible shareholders who applied for their pro-rata equivalent received at least their pro-rata amount, subject to this is under the share purchase plan, so I'm talking about retail shareholders here. They received a pro-rata amount subject to a cap of AUD 30,000.
Shareholders who applied for less than their pro-rata equivalent received the amount they applied for. So looking at capital raises in previous years, the equity raising to partly fund the acquisition of Tysers in 2022 was structured as a non-renounceable entitlement offer combined with a placement. This structure was considered in the context of what at the time was a material capital raising requirement for
an offshore acquisition, where being able to demonstrate execution certainty to the vendor of the business that we were buying was absolutely paramount. In this case, the structure was considered to best balance those objectives and consistent with the precedent that had been set in previous transactions. There were two equity raisings, one in 2023 and another one in 2024. They were structured with share purchase plans to facilitate retail shareholder participation.
In both cases, there was a pro-rata scale back that was applied with a focus on maximizing the ability of eligible shareholders to achieve their pro-rata equivalents under the raises, so given those raisings were of smaller sizes, both in absolute and relative terms, it was determined that a placement with a non-underwritten SPP, share purchase plan, was the most appropriate option and was consistent with
market precedents that had been set for comparable deals. Facilitating participation for retail shareholders was a key focus of the board in each case, and our retail shareholders have been provided with the opportunity to participate in recent offerings. Unfortunately, Stephen is unable to be here with us today, so we will now see if there are any questions on this particular item from shareholders. No. Thank you. If there are no questions, I'll put the resolution to the meeting.
Proxy votes are displayed on the screen. Thank you. I now move to resolution three. Resolution three is the increase to the maximum annual fee cap for non-executive directors from AUD 1.5 million to AUD 1.8 million, so the board is seeking to increase the maximum fee cap for a number of reasons, including succession planning, workload, and responsibility. I'd like to emphasize that this is the maximum limit
and does not necessarily indicate that the fees will increase to that limit. Are there any questions on this resolution? All right. If there are no questions, then I will put the resolution to the meeting with the proxy votes displayed on the screen. Thank you. I'll now move to resolution four. This is the issue of performance rights to Mike Emmett as our CEO.
In accordance with ASX listing rule 10.14, the company is seeking shareholder approval for the issue of 65,563 performance rights under the long-term incentive plan. These rights may vest. They vest subject to hurdles after 31 August 2027. Vesting, as I said, is subject to performance hurdles for earnings per share growth, total shareholder return, and return on invested capital. Are there any questions on this
resolution? If there are no questions, I'll put the resolution to the meeting, and you can see the proxy votes on the screen. Thank you very much. I now move to resolution five, which is the final resolution, and is for the approval of the prior issue of institutional placement shares. So this is a refresh of our capacity to issue shares. Earlier this year, as I mentioned earlier, we conducted a capital raise, and we issued 7,272,000 shares on 22 May 2024.
The shares were issued to institutional shareholders. And this resolution seeks shareholder approval of that share issue in order to refresh the company's placement capacity under the current. Are there any questions on this resolution? Okay. Let's have a look at the proxies. Thank you. That now concludes the formal business of the meeting. I would ask shareholders to ask any general questions that they may have. Yes. I think there's a microphone. If you just wait for that.
My name's Ian Littlemore. I've got a question about this issue that arose with Steadfast. Now, My brief says, "Have the board and senior management left no stone unturned and dotted every i and crossed every t, satisfied themselves that there are no improper remuneration practices that need to be reviewed or considered and eliminated if that's the case? Of course, this sort of thing has done enormous damage to Steadfast, and we certainly don't want such costs." Thank you.
Thank you, Ian, for the question. There are two aspects to the, I think it was the Four Corners report on Steadfast. First of all, AUB Group was not mentioned in there, was not contacted by the ABC. So there were two issues that came up.
One that you've referred to, but if I just may mention in passing the other one as well, which was this idea that Steadfast had now dominated that part of the market, and that got to that position through the steady acquisition of a number of underwriting agencies in particular. So that, I think, still seems to be a live issue with the ACCC because they felt that the threshold for notifying them of potential anti-
competitive aggregation was an issue. But the point that you asked about, and maybe if I can just elaborate it a bit for anyone in the audience who is not up with exactly what the issue is. But the principal answer to your question is, yes, we have. Now, I'm a little reluctant to say we've uncovered every rock, but we have made extensive inquiries.
And we had a discussion about this as a board two years ago and decided that this was a method of operating that we didn't want to go anywhere near. So that's the fundamental answer to your question. If I can just elaborate a little bit. So we don't have anywhere near the market share that Steadfast do in the strata broking or strata agency business. So we're a much, much, much smaller player.
So we have one broker which is a majority owner of a strata management business. And they do facilitate the broking of insurance with the clients of the strata management company. The arrangements between the broker and the strata management company is completely transparent, and that is put in front of the strata committees on an annual basis to be refreshed so that they understand that.
So where there is an arrangement, it's not the same arrangement that Steadfast held. It is a commercial arrangement, not a joint venture, which was part of the problem that Steadfast encountered. We believe that our practices are firstly in accordance with the code of practice and secondly are entirely transparent, therefore open to challenge. Are you happy with that answer?
Sure. I understand. Yes, although I understand what you're saying.
On the face of it, the perception might be, but it's very easily dealt with by the fact that it is clearly understood by the strata committees that manage the various strata bodies. They sign off on the agreement, and then they have to look at it every year at their general meeting to refresh that arrangement.
The other important point, as I should point out, that the broker has at least three, and Mike, I'm correct if I'm saying this, three alternative bids that they present to the strata manager and therefore through to the strata committee. What we have done in recent times as a result of this has also included the insurance options that we went to but weren't considered so that you can see the full suite of what the
broker did, and they then present three. Okay. Any further questions from the floor? Okay. We did get one question through the website in anticipation of the meeting, and the question, and I'll just read out the question, and then I'll answer it for you. So the question is this: "The AUB share price has been moving sideways to low lately.
What is your guidance of the share price AUB would like to reach in financial year 2025?" Kind regards. Look, I think most of you would understand that I can't particularly answer that question. I'm going to give you a stock standard answer, which is that the market determines the price of our shares. That's the whole purpose of being listed. You get price transparency, and it's outside our control or influence. In a
direct sense, our indirect control or influence, of course, is the fact that we keep producing good growth results. You could see the comments in the CEO's address around the goals for 2025. I personally am actually very excited about the next stage of our growth. I think the consolidation of the Tysers acquisition has given us a wonderful opportunity to look across a whole range of other opportunities around the world.
But I don't want to underplay what can still be done in Australia and New Zealand as well. So I hope that's a satisfactory answer to that question. So that appears to be no further questions. So I'm about to close the meeting. But before I do so, I would remind shareholders or proxy holders to complete their voting cards now. The results of the meeting will be announced on the ASX as soon as they're available. And if you haven't voted, please do so. I'l
l give people a few moments just in case they haven't. It doesn't look as though anyone's scrambled for a pen. So I'll now close the polls. I'd like to thank shareholders for their participation today, your ongoing support, and invite you to stay for refreshments. The directors and executive team look forward to meeting with you, and I look forward to seeing you at our next year's. Thank you.