Bell Financial Group Limited (ASX:BFG)
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Apr 28, 2026, 3:58 PM AEST
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AGM 2024

Apr 19, 2024

Brian Wilson
Chairman, Bell Financial Group

2024 Annual General Meeting. My name is Brian Wilson, and I'm your chairman. We have a quorum, and I'm pleased to declare the meeting open. Today's meeting is being held online via the Computershare Meeting platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Attending today are my fellow directors: Alastair Provan, who is standing for election today; Andrew Bell, who is standing for election today; Graham Cubbin; and Christine Feldmanis. I am also standing for re-election today. In addition, attending today are Arnie Selvarajah and Dean Davenport, our Co-CEOs; Cindy-Jane Lee, Group General Counsel and Company Secretary; and Luke Sullivan, our auditor from KPMG.

The notice of meeting was made available to all shareholders, and copies are also available from our ASX announcement on the 18th of March. I will take the notice of meeting as read. We will begin the meeting with a presentation, then go through the formal proceedings, which this year include four resolutions. Voting will be conducted by way of a poll on all items of business. Voting is now open. If you have eligibility options, simply select one of these options to cast your vote. You will receive a vote confirmation notification on your screen. You can vote at any time throughout the proceedings, and you can change your vote up until the time I declare the voting closed. I will give you a clear prompt later in the meeting to warn of the closing voting. Online attendees can submit questions at any time.

To ask a question, select the Q&A icon. Type your question into the text box, and once you have finished typing, please hit the Send button. To ask a verbal question, please follow the instructions written below the broadcast. Please note that while you can submit questions from now on, I will not address them until the time for questions towards the end of the meeting. We may also limit the number of questions asked to 2-4 questions per shareholder proxy to give adequate opportunity for all shareholders to ask questions during the meeting. If we are not able to answer all questions, we will endeavour to respond to your questions outside of the meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic, combined together.

Before I hand over to our Co-CEOs, I would like also to acknowledge the retirement of Alastair Provan, our previous managing director and executive chairman. Alastair has been part of the group for over 40 years and has been instrumental in transforming the group from a small commodities business to the prominent, diversified financial services business it is today. On behalf of the board, shareholders, and staff, I would like to thank him for his contribution to BFG and say how pleased I am that he's agreed to stay on the board as a non-executive director. I will now ask our Co-CEOs to present an overview of our results for 2023.

Arnie Selvarajah
Co-CEO, Bell Financial Group

Thank you, Brian. Good morning, everyone. My name is Arnie Selvarajah. I'm one of your Co-CEOs. 2023 was the second difficult year in succession for the equities markets and, as a result, broking businesses. Persistently high inflation, further interest rate rises, and escalating geopolitical tensions, including Ukraine and in Southern Israel, contributed to an ongoing lack of investor confidence across markets. Against this backdrop, it's pleasing to report that the group delivered a consistent revenue and earnings, including a very credible AUD 24.3 million profit after tax.

Funds under advice reached an all-time high of AUD 79.8 billion. Our technology and platforms and products and services businesses delivered another record result, with combined revenues of AUD 80.9 million and profit after tax of AUD 20.2 million. Both businesses continue to have positive momentum. Throughout the year, we were focused on new initiatives, the completion of projects, and there were changes to the leadership team.

The migration of the Bell Potter Securities clients to the third-party platform was completed. We appointed a new group head of sales who was focused on developing distribution channels for our products and services. We continue to strengthen our cybersecurity framework, including staff awareness through ongoing training. 2023 also saw the finalization of AUSTRAC's review of our anti-money laundering and counterterrorism financing compliance measures, with AUSTRAC concluding their review with no further regulatory action. This was a pleasing outcome. In December, we made the decision to close the Bell Commodities futures business. The decision was not taken lightly, given the historical significance of the futures business. However, persistent pricing, cost pressures, and difficulty in achieving scale no longer justified the capital commitment to run this business. Turning to the business and recapping on the structure of the business, we have three components of the group.

We're a highly diversified financial services business and wealth management business as well. The three components include Bell Potter Securities, which is our retail institutional broking business, and includes our retail equities desk, an institutional equities desk, an equity capital markets business, foreign exchange, superannuation, and fixed income products. In Bell Potter Capital, our products and services business, we have the Bell Potter Portfolio Administration Service, Bell Potter Personal Superannuation Solutions, Bell Financial Trust, which holds our client funds at call, our Bell Potter Portfolio Lending business, Bell Geared Equities Investments, and our Bell Equity Lever Structured Products. Lastly, the third component is Third Party Platform, our technology and platforms business.

TPP has five distinct components: the Bell Direct brand, which is our proprietary online retail trading platform. Desktop Broker, which provides execution and clearing services to the financial planning industry. Bell Direct Advantage, which provides general advice to our high-net-worth clients. We have a white-label online broking business, which provides a white-label platform for Bell Potter Online, Macquarie Online Trading, and HSBC Trading. And lastly, a third-party clearing business, where TPP is an ASX general participant, and we provide third-party clearing services to Macquarie Equities Limited and Bell Potter Securities. Turning to our strategy now, our core strategy has been to diversify revenue streams and earnings streams across the group. The value and benefits of this strategy are now starting to show in the growth and in the results we're seeing in our technology and platforms and products and services businesses.

The investment in these businesses has created a good foundation for ongoing growth. To elaborate a little further, our technology and platforms and products and services businesses delivered record revenue and earnings for the tenth consecutive year. Their combined contribution represented 32.8% of group revenue and 83% of group profit. We expect earnings growth in these businesses to continue. These businesses are now at a scale where revenue growth contributes significantly to group earnings. They provide relatively stable, recurring revenues through the market cycle. Approximately 10% of group funds under advice, or AUD 8 billion, currently use our products and services, with opportunity for further expansion. In addition, we continue to develop our people, our technology, and our products, and this is key to unlocking value and growing our business.

With respect to people, we are always evaluating opportunities to grow our team through both internal and external channels. We'll continue to develop our next generation of advisors and managers, and we continue to build on relationships across our broad client base that includes internally advised clients, brokers, corporates, institutional clients, DIY investors, and externally advised clients. With respect to technology, we will take advantage of our market-leading proprietary technologies to capitalize on new opportunities. We're now operating through a single integrated end-to-end platform, which creates scale, reliability, and delivers cost efficiencies, resulting in improved margins for the group. Ongoing investment in our cybersecurity posture will ensure our technology platform and systems remain secure. With respect to products, we will look to expand the distribution of our products and services through both internal and external channels. We'll also look to explore both opportunities to grow our products and service offerings.

I'll now hand over to Dean Davenport for the 2023 overview and the first quarter 2024 update.

Dean Davenport
Co-CEO, Bell Financial Group

Thanks, Arnie. 2023 revenue was relatively consistent with the prior year. Growth continued in the products, services, and technology and platforms businesses; however, this was offset by lower broking revenues in the retail and wholesale businesses. Despite it being another difficult year in equity markets, the group delivered a full-year profit of AUD 24.3 million, reflecting the underlying strength of the group. The result enabled us to maintain a seven cents per share full year franked dividend, representing a 7.4% gross yield. The group is in a strong financial position. We are well capitalised with a solid cash-backed balance sheet. Net group cash at 31 December was AUD 114 million. The only dent on balance sheet relates to the funding of the Bell Potter Capital margin lending book, which continues to be conservatively managed and secured against client cash equities and managed funds.

Based on the BFG share price at 31 December of AUD 1.35, we had an enterprise value of AUD 319 million, a market capitalization of AUD 433 million, an EV over EBITDA multiple of 11.2x, a gross dividend yield of 7.4%, and a price-earnings ratio of 17.8 times. Funds under advice, including portfolio administration, superannuation, CHESS sponsored holdings, and our margin loan book, all hit record highs during 2023. At 31 December, total funds under advice was AUD 79.8 billion. CHESS sponsored holdings closed the year at AUD 76.3 billion, a 15.6% increase. Assets under administration in PAS closed the year at AUD 5.1 billion, up 21.4% year-over-year. Total client funds at call were AUD 1.6 billion, including AUD 393 million held in the Bell Financial Trust, and margin loan assets increased 9.2% to AUD 577 million. Retail and institutional broking, looking at our individual business divisions.

Our retail, institutional, commodities, and FX desks generated AUD 95 million in revenue, down 8% on 2022. Our equity capital markets division put in another noteworthy performance despite the many factors weighing on financial markets. The team successfully executed 87 transactions, raising more than AUD 1.9 billion in new capital across 2023, placing us sixth in the Australian equity capital market league tables. The decline in profit in retail and institutional broking was due in the main to lower transactional broking revenues, reflecting the difficult market conditions. Technology and platforms. Our technology and platforms business has leveraged the scale and continues to deliver consistent growth in both revenue and earnings. We expect this growth will continue. Across 2023, this business generated AUD 36.4 million in revenue, a 20% increase on 2022, AUD 8.2 million profit, a 33% increase on 2022, and sponsored holdings grew 13% to AUD 35.6 billion.

Our investment in technology also delivers cost efficiencies. The migration of Bell Potter Securities clients to Third Party Platform's proprietary systems was completed during the year, delivering synergies, reliability, and scale, and paves the way for an improved, streamlined client experience going forward. Products and services. Products and services revenue and earnings have also grown consistently over an extended period. Across 2023, this business generated AUD 44.5 million in revenue, AUD 12 million profit, an 8% increase on 2022. The loan book ended the year at AUD 545 million, a 10% increase on 2022. Bell Financial Trust ended the year at AUD 393 million, and PAS and superannuation assets increased 21% to AUD 5.1 billion. First quarter 2024 update. The positive momentum we saw in the final quarter of 2023 has carried into 2024, giving us a strong start to the year.

Transactional broking revenues are up, reflecting a positive shift in investor sentiment, and equity capital markets remain active. Unaudited group revenue for the quarter was AUD 62 million, a 17.4% increase on the previous corresponding period, and unaudited group profit before tax was AUD 9.3 million, a 60% increase on the same period last year. Funds Under Advice were AUD 82.5 billion at the end of March, a 3.4% increase on 31 December, and importantly, all our businesses were and remain profitable. I will now hand back to our chairman for the formal business of the meeting.

Brian Wilson
Chairman, Bell Financial Group

Thank you, Dean. The first formal item of business is the tabling of the reports. I now lay before the meeting the financial report, directors' report, and auditors' report for the company for the year ended 31 December 2023. Next, we have the resolutions. The first resolution relates to the election of Alastair Provan. Alastair Provan, having been appointed as a non-executive director since the last annual general meeting, offers himself for election. The board, in the absence of Alastair Provan, unanimously supports his election. I move that Alastair Provan, being eligible, be elected as a director of the company. The summary of votes received before the meeting is now shown on the screen. The next resolution relates to the election of Andrew Bell. Andrew Bell, having been appointed as a non-executive director since the last annual general meeting, offers himself for election.

The board, in the absence of Andrew Bell, unanimously supports his election. I move that Andrew Bell, being eligible, be elected as a director of the company. The summary of the votes received before the meeting is now shown on the screen. I will hand over as chairman of the meeting to Graham Cubbin to deal with the next item.

Graham Cubbin
Non-Executive Director, Bell Financial Group

Good morning. Brian Wilson is due to retire from office and offers himself for re-election. The board, in the absence of Brian Wilson, unanimously supports his re-election. I move that Brian Wilson, AO, being eligible, be re-elected as a director of the company. The summary of voting by proxies received on this resolution is now shown on the screen. I will now hand back to Brian.

Brian Wilson
Chairman, Bell Financial Group

We will now move to consider the next resolution. I move that the maximum annual aggregate of remuneration that non-executive directors are entitled to be paid for their services of directors out of the funds of the company under Rule 10.8A of the company's constitution be increased by AUD 400,000 and fixed at AUD 900,000. There are restrictions on voting on this item by directors and their associates. Details of these restrictions are set out in our notice of meeting. The summary of votes received before the meeting is now shown on the screen. We will move to consider the final resolution, which is the adoption of the company's remuneration report for the year ended 31 December 2023. The remuneration report is contained in the directors' report section of the annual report and sets out the policy for the remuneration of the key management personnel of the company.

The Corporations Act requires that a resolution be put to the vote at the AGM that the remuneration report be adopted. The resolution is advisory only and will not bind the company or the directors. There are restrictions on voting on this item by members of the company's key management personnel and their closely related parties. Details of these restrictions are set out in our notice of meeting. I move that the remuneration report for the year ended 31 December 2023 be adopted. The summary of votes received before the meeting is now shown on the screen. We will now take questions from shareholders. Are there any questions?

Speaker 5

Mr. Chair, we have a question from Stephen Lane to ask. Since 2019, there have been more than 50 takeovers announced or completed of companies capitalized at more than AUD 250 million in very few margin year floats. ASX data shows the number of listed equities have fallen for 14 months in a row. Why is the ASX thinning out like this, and is this a problem for our business?

Brian Wilson
Chairman, Bell Financial Group

While we're unable to comment on the ASX generally, we do note that the ASX has stated that it is a pipeline of listings across a variety of sectors this year. I might also just add, having been involved in the market for around 50 years, this idea of the thinning out of the market is not a new one. Back in 1980, I was involved in the then largest takeover in Australia, which was AUD 76 million, and then in 1981, the next largest takeover in Australia, which was AUD 235 million. Transactions of that size would hardly rate a mention in the newspaper these days. And even then, there was talk of the stock exchange reducing in size, limited number of opportunities for investors, and so on. Somehow, like any organic enterprise, the exchange seems to keep reinventing itself, and new companies and new businesses keep developing.

So I don't think, over the years, it's been a problem for BFG, and I don't expect it will be going forward either.

Speaker 5

Thank you. Mr. Chair, we have another question from Stephen Lane who asks, "PAITREOs are the fairest way for listed companies to raise money because non-participating retail shareholders are compensated if they don't participate. Why have we never done a PAITREO, and please give examples of recent capital raisings where Bell has gone out of its way to look after retail shareholders as.

Brian Wilson
Chairman, Bell Financial Group

The structure preferred by a particular company at the particular time will depend on various factors and is determined by the company, not by us. I might, again, add the only capital raising that BFG has done since it was listed was in 2018 for the acquisition of the elements of TPP we didn't own, and that capital raising by BFG itself was by way of a Rights Issue to all shareholders.

Speaker 5

Thank you. Mr. Chair, we have a question from Samuel Waldron who asks, "Could you please provide an update on the growth in TPP client numbers?

Brian Wilson
Chairman, Bell Financial Group

I'll hand this question across to Arnie Selvarajah, our Co-Chief Executive.

Arnie Selvarajah
Co-CEO, Bell Financial Group

Thank you, Brian. So during the year 2023, we grew our client numbers by approximately 10,000 from the end of December 2022. A callout within that growth is in our Desktop Broker business, where we've been able to make strong inroads into the financial planning community, including some strategic relationships with larger financial planning groups, including Count and others. That growth is consistent with the growth that we've had in previous years in the TPP business. A result of that growth in number of clients you'll see also has resulted in the growth in our sponsored holdings from AUD 31.5 billion- AUD 35.6 billion at the end of 2023.

Speaker 5

Thank you. We're still having some questions coming through, so I'm just going to pass another one on now. Mr. Chair, we have another question from Stephen Lane who asks, "Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the webcast available on the company's website? Also, will you have a physical component to next year's AGM?" So I'll take that one if that's okay. Yes, it's our intention to upload the full webcast to our website, including the shareholder question and answer section. I believe that concludes the questions.

Brian Wilson
Chairman, Bell Financial Group

Is it all? There was a question on physical.

Speaker 5

I'm not sure what it means by physical, Mr. Chair.

Brian Wilson
Chairman, Bell Financial Group

Physical AGM is coming in.

Speaker 5

Right. No, we'll continue at this point to our virtual meeting. Understood. Thank you.

Brian Wilson
Chairman, Bell Financial Group

So there are no other questions?

Speaker 5

No, there are not.

Brian Wilson
Chairman, Bell Financial Group

I'd then like to advise that shortly the voting on the resolutions will close. We will take a few moments now to allow you to finish voting. Please complete your voting now.

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