Bell Financial Group Limited (ASX:BFG)
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Apr 28, 2026, 3:58 PM AEST
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AGM 2023

Apr 19, 2023

Alastair Provan
Chairman, Bell Financial Group

Good morning, everyone. Welcome to the Bell Financial Group 2023 Annual General Meeting. My name is Alastair Provan, 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 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 to shareholders and proxies have the ability to ask questions and submit votes. Attending online today are my fellow directors, Christine Feldmanis, who's standing for re-election today, Graham Cubbin, and Brian Wilson AO. In addition, attending online are Cindy-Jane Lee, our Group General Counsel and Company Secretary; Dean Davenport, our Group CFO; Brendan Goff, Group Head of Compliance; and Chris Wooden and Luke Sullivan, our auditors from KPMG.

A notice of the meeting was made available to all shareholders. Copies are also available from our ASX announcement on the 17th of March. I'll take the notice of meeting as read. Today's agenda will begin the meeting with a presentation and then go through the formal proceedings. This year, we'll include two resolutions. Voting will be conducted by way of a poll on all items of business. Voting is now open. If you're eligible to vote, press the vote icon. The resolutions will appear in your screen, along with the for, against, and abstain voting options. Simply select one of these options to cast your vote. You'll 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'll give you a clear prompt later in the meeting to warn of the close in 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 now, sorry, from now on, I will not address them until the time for questions towards the end of the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, combined together. To a short presentation.

This first slide summarizes some of the group's 2022 key financial metrics. We'll have a look at revenue, profit after tax, earnings per share, dividend per share, gross dividend yield, return on equity, our EBITDA margin, price earnings multiple, balance sheet, funds under advice, our technology and platforms and products and services revenue, and our share price. All of which I'll go into a little bit greater detail throughout the presentation. 2022 was a difficult year for many fronts. There was quite a lot going on, as everybody would be aware, with spiraling global inflation, higher interest rates, combined with a chronic labor shortage in Australia, and that resulted in significant upward pressure on costs. There was also unprecedented volatility in the energy markets. We had the conflict between Russia.

We still have the conflict between Russia and Ukraine, strained relations with China, and a change in the Australian Federal Government. All of this contributed to a decline in the Australian equity market and across the board, particularly across the board drop in equity capital market fee income. Against this background, I'm pleased to report the group recorded what I regard as a very credible full year profit of AUD 25.7 million after tax, and importantly, all our business divisions were profitable. Review of the group. 2022 revenue of AUD two hundred and thirty-seven and a half million was down 18.7% on 2022, due in main to lower equity capital markets revenue and also a reduction in our equities execution revenue. Our earnings per share for 2022 were AUD 0.08.

Profit after tax was AUD 25.7 million, which was down 41.8% on the previous year. We paid AUD 22.5 million in fully franked dividends. That represented a gross dividend yield of 10% based on the closing price, BFG share price, on the 31st of December 2022. Our 17.1% EBITDA margin in 2022 reflected lower revenues while maintaining a steady cost base. The movement in BFG share price was disappointing. We still believe it does not reflect the value in each of our underlying businesses, nor the growth profile within those businesses. We produced a 15.7% return on equity in 2022. We had net cash of AUD 110 million at the end of December.

The only debt on the balance sheet relates to the funding of the Bell Potter Capital Margin Lending Book, which is, as always, conservative, conservatively leveraged and secured against client-listed cash equities, portfolios, and managed funds. Based on the BFG closing share price on the 31st of December, our enterprise value was AUD 204 million. We had a market capitalization of AUD 314 million. We had an EV to EBITDA multiple of 5.8 times. We produced a gross dividend yield of 10.2%, and our price earnings ratio is 12.2 times. Our funds under advice at 31st of December were AUD 72.8 billion. That was down sorry, 4.1% on the previous year, which basically reflects the move in the index, which was down.

The S&P/ASX 200 was down 5.5% over the course of the year. We have CHESS sponsored holdings of AUD 66 billion, which was a decrease of 4.3%, again, very much reflecting the move in the index. Sponsored assets in our Portfolio Administration Service closed the year at AUD 3.6 billion, down 6.8% year-on-year. Total client funds at call at the end of the year increased to AUD 1.66 billion and AUD 461 million of that was held by Bell Potter Capital and the Bell Financial Trust. The margin loan book decreased by 7.1% to AUD 496 million in 2022, reflecting a reduction in risk appetite given the ongoing uncertainties in the market.

Our superannuation solutions product assets decreased by 8.8% to AUD 869 million, again, over the course of the year. We have a very straightforward corporate structure. We have three very distinct but complementary business divisions. Bell Potter Securities is our retail and institutional broking business. Under Bell Potter Securities, we have retail equities, which is domestic and international. We have an institutional equities desk. We have 24-hour futures and foreign exchange desk. We have fixed income desk. We have equity capital market teams in Sydney, Melbourne, and Perth, and we have a syndication desk which is based in Sydney. Third Party Platform or TPP is our technology and platforms business. TPP is six distinct business units. Bell Direct is our proprietary online retail broking platform. Bell Direct Advantage is our general advice for a high net worth desk.

Desktop Broker provides execution and clearing services to the financial planning industry. Desktop Broker currently has agreements with over 3,700 financial planners servicing more than 60,000 trading clients. White label online broking, that's TPP's turnkey online broking solution. Current clients include Bell Potter Online, Macquarie, and HSBC. Third-party clearing. TPP is an ASX General Participant. It provides third-party clearing services to Bell Potter Securities and Macquarie Equities Limited. Our technology strategy refers to the continuous development of proprietary platforms and software applications by our dedicated TPP, Bell Potter Securities, and Bell Potter Capital development teams in Sydney, Melbourne, Perth, and Kuala Lumpur. Across the group, we have a dedicated team of over 100 IT systems and software development specialists located in Australia and Malaysia. Bell Potter Capital is our products and services business.

Include Bell Potter Portfolio Administration Service, Bell Potter Personal Superannuation Solutions, Bell Financial Trust, which is our client funds at Call, Bell Potter Portfolio Lending, which is our margin lending business. We have two structured products, Bell Geared Equities Investment and Bell Equity Lever. They're both structured loan products. We have an Australian equities research team providing a coverage of 140 stocks from our 17 in-house publishing analysts. Bell Potter Broking, as I said, that covers our retail and institutional broking capability. Brokerage from our institutional and retail desks and commodities and futures and foreign exchange desk was AUD 103.3 million for the year. That was down 10.9% on the previous corresponding period.

AUD 57 million in ECM and syndication fee income was down 45.4% on the preceding corresponding period, and that was a direct reflection of the domestic and global downturn in ECM transactions. We did, however, successfully execute 85 ECM transactions across the year, raising in excess of AUD 1.9 billion in new equity capital, and we also improved our ECM market ranking from 10th in 2021 to 6th in 2022 in the Australian Equity Capital Market League Tables according to the Refinitiv 2022 Global Equity Capital Markets Review. The decline in profit after tax was due in the main to lower equity capital market revenue and also a reduction in our equity brokerage revenue.

The next three slides are simply details or tombstones of the various successfully completed ECM transactions that we were involved in over the course of the year. I can leave them with you to view at your leisure. Third Party Platform is our technology and platforms business. We've maintained consistent growth in revenue, profit, sponsored holdings and client accounts over an extended period now. Revenue continued to grow in 2022, which supports our ongoing investment and the strategy in this space. Revenue of AUD 30.4 million in 2022 was 9.4% higher than in 2021, produces a five-year compound annual growth rate of 18.9%.

We produced AUD 6.2 million profit after tax, a 30% increase on the PCP, and a 40.3% five-year compound annual growth rate. At the year-end, we had AUD 31.5 billion in sponsored holdings, up 17.2% five-year CAGR. We had 253,000 client accounts, and that was up 8.1% on the previous corresponding period. TPP now provides clearing service for over 90% of Bell Potter Securities' Australian secondary market business. During the year, we achieved a significant milestone with the completion of the onboarding of our first significant external third-party clearing client, Macquarie Equities Limited. Third-party clearing will continue to be a key business strategy for the group.

Bell Potter Capital is our products and services business, includes margin lending, structured products, Bell Financial Trust, Portfolio Administration Service, and Super Solutions. We remain the only non-bank margin lender in the Australian marketplace. We produced $41.9 million in revenue over the year, which represents a 7.65% compound annual growth rate. $11.1 million profit after tax. There's an 8.15 year compound annual growth rate. $496 million loan book as at 31 December 2022. 13.8% five-year CAGR, $461 million in the Bell Financial Trust at the end of the year.

With AUD 4.2 billion client funds in our Portfolio Administration Service and superannuation platform, and that represents a 6.9% 5-year annual compound annual growth rate. Our strategy remains in place for Third Party Platform and Bell Potter Capital. We have an ongoing investment strategy in the proprietary technology platforms and products and services. It's a key to the future growth of the business across the Group. Both our technology and platforms and products and services business continue to grow and make increasing contributions to Group revenue and earnings. 2022 was another record year for both revenue and earnings in these businesses.

Combined revenue of AUD 72.3 million was a 6.9% increase on the PCP, and accounted for 31% of total Group revenue on a 5-year compound annual growth rate of 11.7%. Combined profit after tax of AUD 17.3 million was a 12% increase on the preceding corresponding period and accounted for 67% of total Group profit after tax and a 5-year CAGR of 15.5%. Currently, approximately 9% of our Group funds under advice, which is around AUD 6.9 billion, use our various products and services. A quick update on the first quarter of 2020 year to 2023.

It's been a slightly quieter start to the year with the majority of the investor concerns from 2022 that I mentioned previously are all still in play. In Australia, in addition to a new federal government in Canberra, we now have a new state government in New South Wales. While global market indices have been remarkably resilient, there are liquidity vacuums in the secondary market, and accordingly, our retail and institutional equities turnover has been lower. Equity capital markets, again, have been particularly tough, especially in the IPO sector, which is virtually closed. We do have a strong pipeline, but completion will obviously depend on the market's risk appetite through the remainder of the year, but we remain optimistic.

Unaudited first quarter Group revenue was AUD 53.3 million, which was a 6.1% decrease on the previous corresponding period. Our unaudited first quarter Group profit before tax was AUD 5.8 million, which was a 29% decrease on the preceding corresponding period. One of the contributing factors to that over the quarter was that March 2022 was one of our strongest months of last year. Our funds under administration remained steady at AUD 75 billion at the 31st of March, and that was a modest 3% increase on the 31 December 2002 number. All our business divisions remain profitable with technology and platforms and products and services businesses within the Bell Potter Capital and Third Party Platform businesses again leading the way.

Their combined first quarter revenues were 9.8% ahead of the preceding corresponding period, and profit before tax was up 17.9%. As previously advised, in February 2022, we received notices from AUSTRAC for Bell Potter Securities, Bell Potter Capital, and Third Party Platform requiring the appointment of an external auditor to assess compliance with our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006. As previously advised, the auditors' reports were completed on time and lodged with AUSTRAC, and as such, all the actions required under the notices are now satisfied.

All recommendations to uplift our AML/CTF program are being implemented. We are engaging with AUSTRAC on the next steps in closing out any remaining items and moving to a standard supervision status. We'll now move to the formal business of the meeting. The first item of formal business is the tabling of the reports. I now lay before the meeting the financial report, directors report, and auditor's report for the company for the year ended 31 December 2022. Next, we have the resolutions. The first resolution relates to the reelection of Christine Feldmanis. Christine is due to retire from office and being eligible, offers herself for reelection. The board, in the absence of Christine Feldmanis, unanimously supports her reelection. I move that Christine Feldmanis be reelected as director of the Bell Financial Group Limited.

The summary of votes received before the meeting is now shown on the screen. We now move to consider the second resolution, which is the adoption of the company's remuneration report for the year ended 31 December 2022. 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 corporation 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, and I now move that the remuneration report be adopted. The summary of votes received before the meeting is now shown on the screen. We're now happy to take questions from shareholders. Do we have any questions? Cindy?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Mr. Chair, we've received a question from a shareholder, Mr. Robert Sloniker, who asks, "A BFG ASX announcement indicated that the AML KYC external audit was delivered to AUSTRAC. Have any subsequent communications been received from AUSTRAC?

Alastair Provan
Chairman, Bell Financial Group

Thanks, Cindy. As mentioned earlier, we are currently engaging with AUSTRAC on the next steps in closing out our remaining items and moving to a standard supervision status.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Thank you. Mr. Chair, we've received another question from Mr. Robert Sloniker, who asks, "Can you make any forward-looking statements at this time as far as the business environment or financials?

Alastair Provan
Chairman, Bell Financial Group

Given the nature of broking and financial markets, particularly with all the external factors at play at the moment, I don't think it's possible to make forward-looking statements with any sort of accuracy.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Thank you. Mr. Chair, we've received, another question, this time from a shareholder, Wayne McDonald, who asks, "My question for the AGM is due to market conditions undervaluing the Bell share price, is there now an opportunity to do a share buyback to increase shareholder value?

Alastair Provan
Chairman, Bell Financial Group

We're not considering a buyback currently. Our view is that we should continue our current business strategy and invest any surplus cash reserves, in the key components of the business, as we've been doing for some time.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Thank you. Mr. Chair, we've received a question from Stephen Mayne who asks, "Which of the proxy advisors are covering us, and have there been any material proxy protest votes? Will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? Why not disclose the proxies to the ASX with the formal addresses like others now do?

Alastair Provan
Chairman, Bell Financial Group

I think I might, have you answer that one, Cindy.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Sure. I guess what I would say is that, thank you for your question. We're not aware of any material proxy advisor protest votes that we have received.

Alastair Provan
Chairman, Bell Financial Group

Thanks, Cindy. Are there any other questions?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Yes, there are a couple more questions, Mr. Chair. another from Stephen Mayne. "Given the interesting discussions across a range of topics today, including on the remuneration report, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lendlease all produced their first AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003.

Alastair Provan
Chairman, Bell Financial Group

You might answer that, Cindy. I think we did it last year, it would be an intention to do it this year, perhaps you could clarify that for me.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

I agree, Mr. Chair. last year, we made the link to the AGM webcast available on our website, www.bellfg.com.au, and that is our intention at this stage.

Alastair Provan
Chairman, Bell Financial Group

Thank you. Any further questions?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Mr. Chair, we have another question from Stephen Mayne. "Bell Financial Group was name-checked in the 2021 to 2022 AUSTRAC annual report as an organization which had warranted attention from Australia's anti-money laundering regulator. Please provide a summary of our past engagements with AUSTRAC and what ongoing AUSTRAC actions or programs are we currently involved in. Is the full board engaged on this issue, and how prominently does AUSTRAC now feature on our risk register?

Alastair Provan
Chairman, Bell Financial Group

Thank you. I think we've dealt with that question, A, in the in the presentation and B, in a previous question. I'll also just add that, yes, the the full board is engaged and informed.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Thank you, Alastair.

Alastair Provan
Chairman, Bell Financial Group

Is that it? No more questions?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

There are no more questions, Mr. Chair.

Alastair Provan
Chairman, Bell Financial Group

Thank you. All right. I would now like to advise that shortly the voting on the resolutions will close. We'll take a few moments now to allow you to finish voting. Please complete your voting now. Voting will close automatically in two minutes time, I think. Two, yeah, two minutes.

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