Breville Group Limited (ASX:BRG)
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AGM 2021

Nov 10, 2021

Steven Fisher
Non-Executive Chairman, Breville Group

Their continued connection to and custodianship of country. I will now introduce your board of directors who are with us today. Chairman-elect Tim Antonie. Managing Director and CEO, Jim Clayton. Deputy Chairman, Lawrence Myers. Peter Cowan, Sally Herman, Dean Howell, and Kate Wright. We're also joined by our Group Chief Financial Officer, Martin Nicholas, and Joint Company Secretaries Craig Robinson and Sasha Kitto. Ash Chandran, who represents our auditors, PricewaterhouseCoopers, is also present. Today we have seven items of formal business. There are four items of ordinary business, being the receipt and consideration of the FY 2021 annual report, shareholder approval and adoption of the remuneration report, and the re-election of Peter Cowan and Lawrence Myers as non-executive directors of the company.

We also have three items of special business, being the participation of our Managing Director and CEO, Jim Clayton, in the Breville Equity Incentive Plan, approval of potential termination benefits to Mr. Clayton, and an increase in the aggregate fees payable to the Non-Executive Directors. As today is Remembrance Day, if we are still meeting at 11:00 A.M., we will pause the meeting and observe a minute's silence. Before we go any further, Craig Robinson, our Joint Company Secretary, will acquaint you with the procedures and processes of this online meeting.

Craig Robinson
Joint Company Secretary, Breville Group

Thank you, Mr. Fisher. As the Chairman mentioned, the AGM will once again be conducted online. However, this year shareholders have the option to listen and ask questions by telephone. I'll now detail the procedures and processes to be followed today. Firstly, voting. The Chairman will call a poll on the six resolutions we put to this meeting. The results of the poll will be released to the ASX and will be displayed on the company's website as soon as they are available after the close of the meeting. A representative of Link Market Services will act as returning officer for the purposes of conducting and determining the results of the poll. Please note that shareholders who are not able to attend today's online meeting have had the option of voting online or appointing a proxy to cast their votes.

The results of these votes will be displayed on screen via the online platform following the discussion of each proposed resolution. Shareholders and proxy holders who are eligible to vote at today's meeting should have registered for a voting card by following the instructions provided in the Virtual Meeting Online Guide 2021. If you've not already done this, please click on the Get a Voting Card button at the bottom of your screen. This will bring up a box to register. If you are an individual or joint security holder, you will need to register and provide validation by entering your security holder number and postcode. If you are an appointed proxy, please enter the proxy number issued by Link in the Proxy Details section, then click the Submit Details and Vote button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by the security holders at the meeting, as set out in the notice of meeting. You may need to use the scroll bar on the right-hand side of the voting card to view all resolutions. Security holders and proxies can either submit a full vote or a partial vote. The Chairman will advise you when it is time for you to complete your electronic voting as the meeting progresses. If you need assistance completing your electronic voting card, please call Link Market Services on 1800 990 363. Shareholders joining us by phone will be able to follow proceedings and ask questions, but will need to also join us online if they wish to vote by following the instructions provided in your notice of meeting. Secondly, moving on to the topic of questions.

After the resolution for each item of business has been put to shareholders, the Chairman will answer any questions submitted either during or in advance of the meeting. Questions can be submitted during the meeting through the online platform or the telephone facility. Only security holders are eligible to ask questions. If you wish to ask a question today, please click on the Ask a Question button at the bottom of your screen, which will then present you with a pop-up box on screen. Alternatively, if you have registered to participate via telephone, please follow the prompts and the operator's instructions. Questions can be submitted at any time during the AGM. Comments or questions relating to a particular resolution at hand will be addressed at the time of considering the resolution.

Comments or questions of a more general nature can be submitted throughout the AGM and will be addressed by the Chairman after all resolutions have been covered. For questions submitted online, a representative of Link Market Services will act as a moderator and put them initially to the Chairman, who may answer them or redirect to another director, a company representative or the auditor. For questions raised by telephone, the speaker will be introduced to the meeting by the Link Market Services operator. If anyone still needs to register for a voting card, I suggest you attend to this now. Finally, on the screen you'll see two presentation windows. The one on the left-hand side shows a picture of the speaker, myself in this instance, whilst the one on the right-hand side of your screen shows the presentation itself.

I will now pass back to the Chairman, Mr. Steven Fisher.

Steven Fisher
Non-Executive Chairman, Breville Group

Thank you, Craig. Before we turn to the formal business of the meeting, both our CEO, Jim Clayton, and I would like to take the opportunity of addressing you. As Craig noted, any questions on the following presentations are most welcome. I'll address these at the end of the formal business after resolution seven. As I try and assess the fiscal year of 2021, I believe it has been an outstanding year for the group against a backdrop that none of us could have anticipated. During FY 2021, the group continued to successfully execute its acceleration strategy, delivering strong top line growth and double-digit EBIT growth, while tactically navigating the unpredictable trading environment caused by the global pandemic impacting our consumers, our customers, our supply chain, and our Breville Sage team.

Our CEO, Jim Clayton, and his global team successfully faced these challenges while continuing to invest in our long-term growth drivers of NPD, marketing, and continuing our geographic rollout, adding France, Portugal, Italy, and Mexico to the territories in which we have direct operations. In terms of key numbers, the group delivered record sales of nearly AUD 1.2 billion, a 24.7% increase over prior year, with revenue in the core global product segment increasing by 37% in constant currency. Group EBIT for the year of AUD 136.4 million represented a 39.6% increase on the prior year after funding increased investment to R&D, marketing and our IT platform and capability.

Net profit after tax increased by 42.3% to AUD 91 million, while earnings per share increased by 34.8% to AUD 0.658 per share. The board approved a full year dividend of AUD 0.265, in line with the previously announced decision to reduce the target payout ratio to 40% in order to enhance the internal funding of numerous growth opportunities on a sustainable basis. Net cash at 30 June 2021 was AUD 129.9 million, largely in line with prior year. As I said, the group had a very successful FY 2021. I would now like to take the opportunity to express our gratitude to Jim Clayton and his exceptional Breville Sage team across the globe, who once again shown their nimbleness and resilience in delivering these results.

I would also like to express my appreciation to my fellow board colleagues and our shareholders, customers and suppliers for their continued support in these unprecedented times. As for myself, after 17 years on the board, I've decided not to seek re-election today. I'm extremely proud of the team at Breville. They have built a truly international company, recognized amongst our peers as one of the leading SDA brands in the world. The executive team that Jim leads across the globe is world-class, and I'm sure that their passion and unity will deliver continued growth and success as Breville cements its foothold on the world stage. I have thoroughly enjoyed my journey with Breville, and as I pass on the baton, I'm confident that the company is well-placed for continued success.

Tim Antonie has been a director since 2013, and I'm very confident that he will guide the group from strength to strength. Finally, I thank you all for your attendance at today's AGM. Prior to moving to the business of this meeting, I will now hand over to our CEO, Jim Clayton, to present his review of operations.

Jim Clayton
Managing Director and CEO, Breville Group

Thank you, Steve. I'd like to welcome everyone to Breville's AGM. Thank you for taking the time to join us. Turning to slide 7. Today, I'm gonna walk you through our FY 2021 year-end results, give you a short update on the first half of FY 2022, relay the foundation for our migration to solution offerings, show you a video clip for the new Joule Oven Air Fryer Pro, and end with some concluding remarks. Turning to slide 8. Even though we've reported these numbers in August, I will focus on the highlights. FY 2021 was a dynamic and challenging year as we, like so many other companies, wrestled with the second and third order effects of the global pandemic.

Throughout the year, we chased a resilient demand line, enabling us to report AUD 118.7 million in revenue, a 24.7% increase from the prior year. Crossing the AUD 1 billion mark has been a goal of ours for quite some time, so it feels good to finally reach it. The strong demand flowed through to a strong gross margin of 34.8%, resulting in an EBIT of AUD 136 million, a 24.1% increase over the prior year on a normalized basis. Turning to slide nine. Breaking down the revenue across the two segments, the global product segment grew 37% in constant currency, and the distribution segment grew at 8.4%. Turning to slide ten. All three theaters delivered solid growth numbers in the global product segment.

The Americas grew 27.6% in constant currency. EMEA grew 58.4%, and Asia-Pac grew 37.4%. This growth is a reflection of the global nature of the pandemic effects, as well as the flexibility and adaptability of our supply chain processes. Turning to slide 11. The EBIT bridge between FY 2020 and FY 2021 shows we generated an incremental AUD 93.1 million of gross profit, driven by both sales growth and margin improvement. Of this, we invested AUD 49 million in the growth drivers of the business, spent an incremental AUD 17.6 million on other functions, and dropped an incremental AUD 26.5 million to the EBIT line. During our year-end reporting, we stated that we pulled investment projects forward into FY 2021.

I'll have more detail to share on this topic in February when we report our first half for FY 2022. Turning to slide 12. The balance sheet tells the story of FY 2021. Net working capital is basically flat across FY 2020 and FY 2021 despite the business growing 24%. Inventory is lower than it should be because of a demand line well above our original plan for the year. Receivables is lower than it should be, driven by the shutting down of the Yantian port in the back half of the year, which prevented us from moving products into the theaters and selling them onto our customers. Taken together, this left us with slightly more cash in FY 2021 than we had in FY 2020. To state the obvious, this is not an equilibrium balance sheet. This is a balance sheet of a company chasing demand.

Supply chain permitting, we hope to remedy some or all of this by the end of FY 2022. Turning to slide 13. A quick update from the front lines on our experience thus far in the first half of FY 2022. Turning to slide 14. Demand from consumers and our customers continues to be solid. On the supply side of the equation, our forward planning processes have helped us avoid the lion's share of parts and manufacturing-related shortfalls experienced by so many others. For us, the challenges have been primarily logistics related across the supply chain. Logistics tasks that used to take one week can now take up to four to six weeks. In all countries except the U.S., the in-country inventory positions are enabling us to absorb most of these delays and continue to flow with our retail partners.

In the U.S., because of the L.A. port delays, we are running more of a real-time offense across some SKUs. When the containers are delivered to our warehouse, they are unloaded and immediately shipped out to retailers. Forward planning, coupled with hard work and agility, has kept us on plan year to date. The team's focus for the rest of the half will be moving product through the system to our retail partners to meet end consumer demand. A solid demand line with a dynamic supply chain has caused us to move our planned inventory rebuild to the second half of 2022, with the goal of calming down the supply chain and preparing for the peak season of FY 2023. What may differ at the detail level, at the aggregate, first half of 2022 is unfolding in line with our expectations. Turning to slide 15.

Now on to the solution discussion. Turning to slide 16. As Breville matures into a global company, we are increasing the sophistication of our offense, getting closer to the customer with each step. This slide shows our migration up the customer value curve, and we are now learning how to execute a solution offense. Turning to slide 17. In FY 2019, we acquired ChefSteps. The core thesis behind the transaction was the Joule Oven Air Fryer Pro. The Breville team innovates through hardware with the goal of helping our customers achieve greater success in the kitchen. ChefSteps had the same objective, but they used content as their tool. In truth, both were right. The real magic for customers comes when you put them together. This is where our solution platform enters the stage.

As I hope you will see in the video clip, by seamlessly weaving hardware innovation, content, service, and software, we're able to help our customers achieve outcomes in the kitchen they didn't think they were capable of, thus enabling them to master every moment. Turning to slide 18. With that set up, let's cut over to the video clip.

Grant Crilly
Co-founder and Executive Director, ChefSteps

Sell ovens to anybody in the world, but if they're cooking someone else's recipes and it works, you know what they're gonna say? They're gonna say, "That was a great recipe." They're not gonna say, "That was a great oven, and it did a great job." They're gonna say, "That was a great recipe." What we're trying to do here is close that gap, whether the oven's winning or the recipe's winning, they're gonna say, "Man, I love Breville products because every time I cook anything with a Breville product, I just nail it the first time, every time." I'm Grant, co-founder of chefsteps.com.

Shari Ward
Manager of North American Test Kitchen, Breville

Hi, I'm Shari Ward. I'm the manager of the North American Test Kitchen here at Breville.

Matthew Faust
Product Manager of Joule Experience Platform, Breville

I'm Matthew Faust, and I am the product manager for the Joule Experience platform.

Shari Ward
Manager of North American Test Kitchen, Breville

Consumers want more perfect results and to build a bigger repertoire of meals and dishes. They want more content, more tips and education and more smarts to give them more time for work and play.

Matthew Faust
Product Manager of Joule Experience Platform, Breville

The Joule Oven Air Fryer Pro delivers a fun and intuitive connected experience that will attract new users to the countertop oven category. Rather than providing a technical tool that requires specialized knowledge to unlock its potential, we're leveraging the capabilities of connectivity to simplify oven mastery for home cooks.

Grant Crilly
Co-founder and Executive Director, ChefSteps

I buy a AUD 500 oven, and my first time I use it, I've got nothing but questions. That's all changing from now on. We live in an era now of information-powered tools, and that's what we're building here. If I buy a new sous vide tool or a new oven, it should be better at getting me those great results than I am on my own.

Shari Ward
Manager of North American Test Kitchen, Breville

Video recipes and usage guides make it easy to reproduce the high-quality results achieved by the chefs at Breville and ChefSteps.

Grant Crilly
Co-founder and Executive Director, ChefSteps

Instead of basically saying, "You need to learn how to and understand these three or four techniques," just kind of sprinkling those in there into the connected experience, they'll come out of it with a sense of pride you're just not gonna get in any other way, really.

Matthew Faust
Product Manager of Joule Experience Platform, Breville

Out of the gate, we're supporting Alexa and Google Home voice assistants that allow you to ask for a status, or in the case of Alexa, receive a notification.

Shari Ward
Manager of North American Test Kitchen, Breville

The Joule Oven Air Fryer Pro takes the guesswork out of cooking. It delivers energy where and when it's needed for flavorful, perfectly textured results. It comes with 13 versatile cooking presets, giving users precise control over lower temperatures for things like proofing and higher temperatures for things like roasting and air frying.

Grant Crilly
Co-founder and Executive Director, ChefSteps

It builds on the success of the Smart Oven Air Fryer Pro, Breville's best-selling oven, trading users up to our most feature-packed premium oven offering. In North America alone last year, Breville acquired more than 1 million paying customers. We instantly lost them. We never saw them again. Now in the age of information power tools, every time we ship a connected product, we have a direct access point to that customer. We can help them every day, every year, get better and better results. When we come up with our next product, we can pick up the phone and say, "Hey, do you want this next best thing?" We're gonna be able to serve them up experiences that nobody else can.

That's gonna increase loyalty, that's gonna increase customer happiness, it's gonna decrease customer service, and we're not gonna have to go out and reacquire that customer ever again.

Matthew Faust
Product Manager of Joule Experience Platform, Breville

The Joule Oven Air Fryer Pro was not created for Silicon Valley tech heads. It was created for real people in real homes. We didn't add connectivity for the sake of connectivity, and it does not require the knowledge of professional chefs to unlock its potential.

Shari Ward
Manager of North American Test Kitchen, Breville

The Joule Oven Air Fryer Pro, nail it. First time, every time.

Grant Crilly
Co-founder and Executive Director, ChefSteps

If we continue to reward our customers with positive experiences, empowering them to achieve great results, they're gonna reward us by continuing to buy our products.

Jim Clayton
Managing Director and CEO, Breville Group

Turning to slide 19. The Joule Oven Air Fryer Pro is our down payment on our migration to selling solutions. The oven is currently in beta in customers' homes, and we are getting really positive feedback. We're looking forward to climbing the learning curve with our customers on our new connectivity platform. To close, I'd like to thank our customers and our partners for the support and flexibility they have shown during what was a challenging year for everyone across the entire value chain. I'd like to thank every single employee at the company, both new and old, for their relentless focus on our customers and the exceptional teamwork that they showed in 2021. It was mateship at its best. It is in the toughest of times that true colors are shown, and I could not be prouder of what I saw throughout the entire year.

I feel privileged to be a part of this team. It is with a heavy heart that I wish our departing Chairman, Steve Fisher, the best of times. While I did not have the privilege of working with Steve for all 17 of his years, I was fortunate enough to get 6 of them. Steve was an outstanding Chairman for Breville. One need only look at the share price performance over his tenure to see the value he added. On a more personal level, Steve has been an invaluable mentor. He provided sage advice and direction when I needed it and support when it was warranted. A perfect balance. I will miss the South African humor in the room, but after 17 years, he has surely earned the right to pass the baton.

Steve, may your drives be long and straight, at least off the first tee when everyone is watching. Know that you will be missed. Likewise, I'd like to welcome Tim Antonie to his new role as chairman. We've worked together closely for over six years, and I look forward to continuing Breville's globalization efforts under his guidance. Thank you again to everyone for joining us today. I will now hand back to Steve for the rest of the agenda.

Steven Fisher
Non-Executive Chairman, Breville Group

Thank you, Jim. I will now proceed to the formal business of the AGM. Unless there are any objections, I will take the notice of meeting as read. As detailed by the company secretary, before vote is taken on each resolution, I will display on screen the total number of valid proxies cast for that resolution and the manner in which they have been directed. These figures have been determined as at closing time for receipt of proxies, which was 10:00 A.M. on Tuesday the ninth of November, 2021.

I would also like to advise the meeting that all eligible undirected proxies given to the chairman with certain voting exclusions with regards to resolutions two and five, six, and seven will be voted in favor of all the resolutions. I now turn to the first item of business, to receive and consider the annual report. It's not a requirement that the annual financial report and reports of the directors and auditor for the year ended 30 June 2021 be formally adopted. However, all shareholders had the opportunity to receive and consider them, and I will now answer any questions relating to the annual report. Please note that our auditors are also available to answer any questions you may have. I will now briefly pause to allow any extra questions to be submitted. Are there any questions from telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received for either BRG or the auditor.

Steven Fisher
Non-Executive Chairman, Breville Group

Thank you. I will now take questions submitted online.

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received for either BRG or the auditor.

Steven Fisher
Non-Executive Chairman, Breville Group

Thank you. Remuneration Report. The adoption of the Remuneration Report. The Remuneration Report has been made available or provided to shareholders together with the annual report. I would remind shareholders that the vote on this resolution is advisory only. It is not binding on the board or the company. Please note that voting exclusions apply to this resolution as set out in the notice of meeting. Proxies have been lodged in respect of the resolution as displayed on the screen. 1,163,309 undirected proxies, excluding from those shareholders who are not entitled to vote on this resolution, that have been given to me as chairman, will be directed by me in favor of this resolution.

Again, I will pause to allow any questions not yet submitted to be asked. Are there any questions from telephone participants?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

I will now take questions submitted online.

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Good. As there are no further questions, I now direct the poll for adoption of the remuneration report for the year ended 30 June 2021 be taken. Please fill in your electronic voting card in respect of the adoption of the remuneration report. Now it's the re-election of non-executive director Peter Cowan. Peter Cowan, in accordance with clause 24 of the company's constitution and ASX Listing Rule 14.4, retires and being eligible offers himself for re-election. Mr. Cowan has been a director of Breville since 2018 and is currently chair of the board's sustainability subcommittee. The board considers Mr. Cowan to be an independent director. Mr. Cowan has over 30 years' experience leading and building globally respected FMCG organizations and brands, including considerable Asia experience.

Served as both chair of the board of NCO in key developing markets for Unilever and has held managing director roles at Lion Nathan and the New Zealand Dairy Board. Mr. Cowan has also held senior positions at Alberto-Culver and Johnson & Johnson. The board, excluding Mr. Cowan, unanimously recommends that shareholders vote in favor of resolution three. Proxies have been lodged in respect of this resolution as displayed on the screen. 1,163,439 undirected proxies given to the chairman will be directed by me in favor of this resolution. I will now pause to allow any question on Mr. Cowan's re-election to be submitted. Are there any telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Any questions submitted online?

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Thank you. As there are no further questions, I now direct that the poll for re-election of Peter Cowan be taken. Please fill in your electronic voting card in respect of the re-election of Peter Cowan. Re-election of non-executive director Lawrence Myers. Lawrence Myers, in accordance with clause 24 of the company's constitution and ASX Listing Rule 14.4, retires and being eligible offers himself for re-election. Mr. Myers has been a director of Breville since 2013. He's lead independent director and was appointed deputy chairperson in August this year. He's also chair of the board audit and risk sub-committee and a member of the people, performance, remuneration, and nomination sub-committee. Mr. Myers has over 20 years' experience as a practicing chartered accountant.

He is a registered auditor and the Managing Director and founder of MBP Advisory Pty Limited, focusing on corporate advisory and mergers and acquisitions. Mr. Myers is currently our Director of VGI Partners Asian Investments Limited and VGI Partners Global Investments Limited, as well as a member of the Foundation Board of the Art Gallery of New South Wales. The board, excluding Mr. Myers, unanimously recommends that shareholders vote in favor of resolution four. Proxies have been lodged in respect of this resolution as displayed on the screen. 1,163,439 undirected proxies given to the chairman will be directed by me in favor of this resolution. I will now pause to allow any questions on Mr. Myers' re-election to be submitted. Are there any telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

I will now take questions submitted online.

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

As there are no questions, I now direct that the poll for reelection of Lawrence Myers be taken. Please fill in your electronic voting card in respect of the reelection of Lawrence Myers. Special business. The participation of Managing Director and Chief Executive Officer in the Breville Equity Incentive Plan. Jim Clayton joined the board as Managing Director of the company on 18 August 2021 and has been CEO since 1 July 2015. Under ASX Listing Rule 10.14, shareholder approval is required for the acquisition of securities by a director under the employee incentive scheme. Approval is therefore being sought for Mr. Clayton's continued participation in the long-term incentive and deferred remuneration schemes under the Breville Equity Incentive Plan.

It is proposed that Mr. Clayton be granted a long-term incentive of 73,326 performance rights with a three-year performance period. The number of performance rights that ultimately vest will depend upon the extent to which the performance conditions are satisfied over the performance period. It is also proposed that Mr. Clayton be granted a total of 65,561 deferred share rights in four tranches as part of the fixed remuneration component of his employment package for the 2023, 2024, 2025, and 2026 financial years. The number of deferred share rights that ultimately vest will depend on Mr. Clayton completing the relevant service period associated with each tranche of deferred share rights. Full details on how the number of rights to be granted was calculated together with the terms of each grant are contained in the notice of meeting.

If resolution five is passed, the company intends to grant the performance rights and deferred share rights to Mr. Clayton within one month of the date of the meeting. The board, excluding Mr. Clayton, recommends that shareholders vote in favor of resolution five. Please note that voting exclusions apply to this resolution as set out in the notice of meeting. Proxies have been lodged in respect of this resolution as displayed on the screen. 1,163,309 undirected proxies given to the chairman will be directed by me in favor of this resolution. I will now pause to allow any questions on the resolution to be submitted. Are there any questions from telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

I'll now take questions submitted online.

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

As there are no questions, I now direct that the poll for the participation of the Managing Director and CEO in the Breville Equity Incentive Plan be taken. Please fill in your electronic voting card in respect of the participation of the Managing Director and CEO in the Breville Equity Incentive Plan. Item 6, the approval of potential termination benefits. As announced on 5 October 2021, our Managing Director and CEO, Jim Clayton, has entered into a new employment agreement with the company. Under the terms agreed with Mr. Clayton, he is entitled to receive certain payments and benefits should he cease his executive role with the company. Those benefits could include fixed cash remuneration, deferred remuneration share rights, performance rights, and entitlement under the company's short-term incentive scheme.

Full details of the potential payments and benefits that may be given, including the circumstances under which they may occur, are detailed in the notice of meeting. In accordance with Section 200B of the Corporations Act, a company may only give a person a benefit in connection with that person ceasing to hold managerial or executive office if an exemption applies or if the benefit is approved by shareholders in accordance with Section 200E of the Corporations Act. The company is seeking shareholder approval for potential termination benefits to be given to Mr. Clayton in accordance with this section of the Corporations Act. The board, excluding Mr. Clayton, recommends that shareholders vote in favor of Resolution 6. Please note that voting exclusions apply to this resolution as set out in the notice of meeting.

Proxies have been lodged in respect of this resolution as displayed on the screen. 1,169,975 undirected proxies given to the chairman will be directed by me in favor of this resolution. I will now pause to allow any questions on this resolution to be submitted. Are there any questions from telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Any questions submitted online?

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

As there are no questions, I now direct that the poll for the approval of potential termination benefits be taken. Please fill in your electronic voting card in respect of the approval of potential termination benefits. Item 7 is the increase in non-executive director fee pool. The company is proposing to increase the total aggregate amount of director fees payable to the non-executive directors from AUD 1.4 million, as approved at the 2016 AGM, to AUD 1.8 million. Under ASX Listing Rule 10.17, shareholders must first approve any such increase. Therefore, if Resolution 7 is passed, the fee pool for non-executive directors will increase by AUD 400,000. This is intended to provide flexibility to attract and retain directors, having regard to the company's growth and global focus.

In addition, as previously announced, we will appoint a suitable additional independent director this financial year, following my retirement from the board. Please note that voting exclusions apply to this resolution as set out in the notice of meeting. Proxies have been lodged in respect of this resolution as displayed on the screen. 1,169,975 undirected proxies given to the chairman will be directed by me in favor of this resolution. I will now pause to allow any questions on this resolution to be submitted. Are there any questions from telephone participants on this item?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Have there been any questions submitted online?

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

As there are no questions, I now direct that the poll for the increase in non-executive director fee pool be taken. Please fill in your electronic voting card in respect of the increase in non-executive director fee pool. Before I close today's virtual annual general meeting, I would like to remind everyone to complete the electronic voting cards. If anyone is experiencing voting difficulties, please call Link Market Services. Voting will end in five minutes after the close of the meeting. At the conclusion of the meeting, a red bar with a countdown timer will appear at the top of the webcast and slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

At the close of the meeting, any votes you have already placed will automatically be submitted. I now wanted to take the opportunity to answer any questions of any of today's presentations that you may have submitted and have not yet been answered. Are there any outstanding questions from telephone participants?

Sasha Kitto
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Can the moderator please advise me of any outstanding questions submitted online?

Craig Robinson
Joint Company Secretary, Breville Group

No questions have been received.

Steven Fisher
Non-Executive Chairman, Breville Group

Excellent. Thank you. I would now like to wrap up by again thanking our shareholders for their support throughout the year and indeed in my time as chairman, and again express my appreciation to my fellow directors, management, and staff of the Breville Group for their contributions over this time. As that concludes the formal business of this year's annual general meeting, I declare the meeting closed. Thank you very much.

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