Good morning, everybody, and welcome to the 2022 Annual General Meeting of carsales.com Limited. My name is Pat O'Sullivan, and I'm the chair of the company and chair of this meeting. On behalf of the board and the company, I would like to acknowledge the traditional owners of the land on which we meet today. Here in Melbourne, that is the Wurundjeri people of the Kulin nation. We pay our respects to their elders past, present, and emerging. It is great to be able to welcome those of you who have been able to attend this meeting in person, something that was not possible for our last two general meetings. We also welcome those joining us on our live webcast. We are pleased to be able to extend this meeting to you all.
Today's meeting is a hybrid meeting, being held physically here in the carsales offices in Richmond, Victoria, and online via the Computershare meeting platform, which allows shareholders, proxies, and guests to attend the meeting virtually, ask questions, and vote. I've been advised that a quorum is present, and I now formally declare the meeting open. As the notice of meeting has been circulated to shareholders, I propose that the notice convening the meeting be taken as read. Is that agreed? Thank you. At each item of business in today's meeting, there will be an opportunity for shareholders to ask questions. Those in physical attendance may move to the microphone in the center of the room, and please wait to be called on. Please state your name and the shareholder you represent if you're a proxy, before asking the question. Online attendees may submit questions at any time.
To ask a question, select the Q&A icon, type your question into the text box. Once you've finished typing, please hit the Send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that questions may be moderated, or if we receive multiple questions on one topic, they may be amalgamated together. If due to time constraints, we run out of time to answer all questions, we will answer them in due course via email or posting responses on our website. To ask a verbal question, please follow the instructions written below the broadcast. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions.
If you are attending online and are eligible to vote, once voting opens, please press the Vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You'll receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. For those of you here in the room with us today, you will have received a physical voting card, which can be completed at any time. Shareholders need to mark a box beside the motion to indicate how you wish to cast your votes. Please ensure you print your name where indicated and sign the voting paper.
When you're finished filling in your voting paper, please lodge it in a ballot box or with a member of the Computershare team to ensure your votes are counted. Proxy holders have attached to their submission card a summary of proxy votes, which details the voting instructions for business items on the appointment documents in your favor. By completing the voting paper when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, please mark the box beside the motion to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to the voting paper for further information. Scott Hudson of Computershare will be the Returning Officer for today's meeting.
Does anyone have any questions about the procedure I have just described? As always, the results of all resolutions will be announced to the ASX following the meeting and placed on the carsales investor website. I now declare voting open on all items of business. I would now like to introduce my fellow directors. Cameron McIntyre is our Managing Director and CEO, appointed to that position in March 2017. Cameron is with the company for 15 years and will give a presentation on business performance shortly. Walter Pisciotta has been a member of the board since carsales inception and led the company as chair for 18 years. He is currently a member of the People and Culture Committee and is joining us virtually today.
Kym Anderson has been a member of the board since 2010, is the chair of the People and Culture Committee and a member of the Audit and Sustainability Committees. Edwina Gilbert was appointed as a director of the company in 2016. Edwina is the chair of the Risk Committee and a member of the company's People and Culture and Audit Committees. Kee Wong was appointed as a director of the company in July 2018 and is the chair of the company's Sustainability Committee. He's also a member of the company's People and Culture and Risk Committees. David Wiadrowski was appointed as a director of the company in 2019 and is the chair of the company's Audit Committee. He is also a member of the Risk Management and Sustainability Committees.
I would also like to introduce Steve Klos, who is Walter's alternate director, and Nicole Berman, who is our company secretary and general counsel. Also in attendance of this meeting are Lisa Harker, representing our auditors, PricewaterhouseCoopers. Jonathan Wenig, representing our lawyers, ABL. Where's Jonathan? Scott Hudson, who I mentioned, who's the Returning Officer representing our share registry, Computershare. The formal business of this morning's meeting will be conducted in two parts. Firstly, as I mentioned, our CEO, Cameron McIntyre, will present to the meeting, and there'll be an opportunity to ask Cameron questions about his presentation. We will then move to the formal business of the meeting, where we have a number of resolutions to put to shareholders. There will be further opportunities during this part of the meeting for shareholders to raise questions pertaining to each resolution.
I would now like to invite Cameron to address the meeting.
Thanks, Pat. Morning, everyone, and welcome to the carsales office. It's actually nice to have some people in this room for a change. It's good to all have you here this morning. Look, once again, it's been a hugely eventful year and a significant year for the company as we celebrate our 25-year anniversary this year. We've continued to evolve considerably across many different fronts, from managing through the pandemic and the way we work and collaborate as a business, to developing new products and expanding further into global markets. Through all this, the company's performed exceptionally well, and I'm really looking forward to taking you through my presentation in a moment. Before I do so, in keeping with some tradition, we would like to play a short video for you.
We attended the Australian Automotive Dealer Association conference this year, and we do a video presentation to them. What we'd like to do is share that with you first, and once that's played, I'll give you my presentation.
At carsales, we're here to drive your business forward, connecting you with over 3.8 million prospective car buyers, spending over 33 minutes on site and visiting nearly 8x each month. Your trusted business partner supporting you every step of the way. With over 27,000 visits to dealers nationally, we've connected over 80,000 x on the phone, resolved over 23,000 dealer support tickets, and over 300 new dealers have joined our network. Live sport is also back as we continue to invest in major events, such as hosting 100 dealers at the 2022 Australian Grand Prix. AFL signage with over 62 million views. Partnered with Melbourne Storm, reaching a TV audience of 22.8 million, including their record-breaking member base of over 35,000. We're helping to connect dealers with more customers and inventory.
The Instant Offer commercial delivered an audience of over 60 million with associated AFL signage, digital campaigns, and more. We also continue to innovate and evolve with finance extension available on all inventory. Location search, directing consumers to their closest dealer. Attract more customer interest with carsales Approved, powered by RedBook Inspect. Carsales Select, helping dealers transition into digital retailing. AutoGate enhancements also continue with the introduction of sourcing to manage appraisals, pricing, and stock acquisition, including the free trade-in feature to help you find inventory more efficiently. In addition, we've added tools to make selling easier with live market insights, configurable automation, and keyword inventory search. Finally, to support you even further, we launched our new e-learning platform, carsales Campus. You can learn more today, sell more tomorrow. Carsales, everything you oughta know.
That's literally just what we've done in Australia. That doesn't include all the stuff that we've done in our international businesses as well over the past 12 months. Maybe if we just move to the next slide. As a the CEO of the company and also as a shareholder of the business, it's always great to start on this slide. You know, as a business, we've continued to perform exceptionally well and delivering really strong total shareholder returns over a long period of time there, as you can see. The gap between the performance of the company, which is the dark blue line there, and the broader market continues to widen over time, which is fantastic.
Just also good to report to shareholders that the financial performance of the company in FY 2022 landed at the top end of the market's expectations for us. Once again, we've seen the resilience we have in trading through economic cycles and the importance of diversification continues to play in our overall growth. We're also very happy with how the team's managed through the significant disruption that we've had over the past couple of years and the volatility caused by COVID-19, while at the same time staying absolutely focused on driving our business strategy.
With adjusted revenue up 16% year-on-year to AUD 510 million, adjusted EBITDA up 7% to AUD 272 million, adjusted NPAT or net profit after tax up 27% to AUD 195 million, we're exceptionally pleased with the performance outcomes that we've delivered this year. Over the last 12 months, we've also seen just in terms of overall market, the vehicle markets traded very strongly, whether that be consumers continuing to move into lifestyle assets such as RVs or recreational vehicles and powersports or buying their next car. Used car prices have continued to rise significantly throughout the year, particularly dealer-used cars driven by ongoing new car supply challenges and strong demand against pre-COVID-19 levels.
Strength in market conditions continues to be reflected here in that slide, along with our ability as a business to build on our market position while at the same time delivering excellent performance results for our customers. This is reflected here in things like the shorter time to sell and lead volumes that you can see there performing strongly against our pre-pandemic levels. Look, part of our strategy for many years, for those of you that have been coming to these AGMs for a while, has been to invest in large, high growth markets where we can leverage our intellectual property and our technology to create long-term sustainable value for carsales shareholders. We've been highly effective at that with our investments in South Korea and Brazil historically.
With the acquisition of Trader Interactive in the United States, that strategy's continued to play out. Nearly half our business revenue, as you can see there now, is being delivered from large high growth offshore markets, and we've been able to achieve good industry diversification as well, into non-automotive markets like RVs and others, which tend to be less digitally mature than cars are. With the diversification through now geography, through industry mix and business models, we're in excellent shape to continue to grow into the long-term future. We've presented this to shareholders before, but we do operate in very large growing total addressable markets with emerging opportunities that have been accelerated by COVID-19.
We see significant room to increase our share in these markets, which will continue to drive long-term shareholder growth. Look, in terms of realizing some of those growth opportunities, over the past 12 months, the team has performed exceptionally well. Some of the key Australian highlights that you can see there have been the great progress that we've made on our digital retailing capability as a company. Our volume growth in Instant Offer, yield uplift from Dynamic Pricing, the repositioning of our media business, and growth in dealer finance has all been exceptional. Our international businesses have all made great progress as well with the launch of new branches in South Korea for our guarantee product and growing our dealer customer base in the United States as part of Trader Interactive.
We're also pleased to announce that we have achieved carbon neutral certification in respect of our Australian business operations from Climate Active in the last financial year, and we're now working with our international partners to achieve a similar certification in those markets as well. Look, it's also very pleasing to see the execution of our strategy also delivering or contributing to the financial performance outcomes in FY 2022, both in Australia and across our international businesses, with double digit adjusted EBITDA and revenue growth. This pro forma view that you see on the slide there normalizes the acquisition of Trader Interactive, which we actually closed on thirtieth of September this year, and the TyreConnect business as well that we acquired. This is reflected on an underlying basis.
Looking at our outlook statement for FY 2023, we're very pleased with how the year started across our Australian and our international businesses. On a pro forma basis, we expect to deliver good growth in adjusted revenue and adjusted EBITDA. On an actual basis, with the inclusion of the 51% of Trader Interactive from the first of October, we'll deliver very strong adjusted revenue, adjusted EBITDA, and adjusted NPAT growth into FY 2023 for shareholders. In terms of margins, we expect to see our margin expand across the group in terms of EBITDA, both on a pro forma and on an actual basis in FY 2023. Looking at our group financial performance, it's clear that the evolution of our business strategy is paying dividends for us.
We've continued to build shareholder value through sustained growth across adjusted revenue, EBITDA, and NPAT, and that's always a nice slide to look at, and we continue to be well-positioned coming into FY 2023. Just looking at adjusted net profit after tax and the major movements below EBITDA. As you can see there, growth in cost of goods sold that reflects the operating expense due to the acquisition increase in operating expenses due to the acquisition of Tyreconnect, which is a wholesale tire business that we bought in the last 12 months. Depreciation's increased by 21% year-over-year, and that reflects the ongoing investment in further developing our software capabilities and supporting our growth generating initiatives that we have as well.
Profit from associates there was up 826%, and that really reflects the inclusion of Trader Interactive's results and Webmotors, our Brazilian business, has performed exceptionally well too over the last 12 months. The group delivered adjusted net profit after tax, as I mentioned earlier, of AUD 195 million, which was 27% higher year-on-year, reflecting the strong underlying performance of the business and the addition of Trader Interactive as an associate. Finally, the board declared a dividend of AUD 0.245 per share, which is up 9% on last year. We're particularly pleased about this, particularly given the equity issuance that we've done over the past 12 months to acquire Trader Interactive.
Just looking at cash flow and our balance sheet, and the company generated strong operating cash flows again in FY 2022 with an EBITDA to cash flow conversion ratio of 99%, which highlights the strong working capital profile that we have as a business and most marketplace businesses like ours sort of do as well. From a CapEx perspective, the company continues to invest in a number of key products, which are all supporting both our current and our future revenue growth and customer experience. The increase in CapEx in FY 2022 is also reflective of less employee churn and then higher wage costs, particularly in technology, versus FY 2021. As pointed out in the slide, I think it's the bottom point there.
I mean, we do expect our CapEx rate to moderate in FY 2023. From a funding perspective there, we have refinanced our debt facility, our syndicated debt facility, which we did as part of the acquisition of the remaining 51% of Trader Interactive, the end of September. Post-completion, we now have leverage of around about 2.7 x net debt to EBITDA, and we plan to de-lever over the course of the next two years and get that back to around 2 x net debt to EBITDA. Just looking at our Australian business and, look, as already mentioned, we have had a great 12 months. Our Australian business revenue grew by over 10%.
What you're looking at here is our dealer business and that grew by 6% for the full year and 10% in the second half of the year, which was a solid outcome overall in what's been an eventful and a buoyant year in the automotive industry. Demand for new and used cars has remained robust with excellent performance in our key underlying metrics, such as audience, time to sell, and lead to sale conversion, all enabling us to deliver strong results for our dealer customers. On the right-hand side there, you can see our media performance, our media business, and it was great to see that part of the business finishing the year very strongly with revenue growth at 15% on PCP.
What's working for us here is the ability to diversify our customer base towards a larger share of non-automotive customers, and continued enhancement of key products across native advertising, programmatic and brand terms. Looking at Private Seller and our data business. Private Seller on the left-hand side there has had an excellent year, growing exceptionally fast, with revenue growth of 26% on PCP, and that was driven by sellers continuing to have the ability to command higher prices and sell their cars quickly. In addition to Private Seller ad volume strength, we have made some advertising price changes and launched a product called Dynamic Pricing, which led to yield increases by about 19% year-on-year.
Alongside Private Seller, we have a product called Instant Offer that you might have seen advertised recently, which has performed exceptionally well, with growing consumer awareness helping us to achieve around 3,000 cars being purchased through Instant Offer on a month-to-month basis and supporting the strong double-digit revenue growth that we saw overall in Private Seller. Looking at the right-hand side of the chart there, our data research and services revenue is up slightly by 3%, and that we felt was a resilient effort and given market conditions. H1 revenue growth from RedBook in particular was exceptional. This is our carsales investments, and we restructured our reporting this year to separate these investments so you can get a clearer picture of them.
They do stand apart from the rest of our Australian operations, and they include, as you can see there, our tire business, which is Tyresales and Tyreconnect, RedBook Inspect, which is our inspection business, and Placely. The biggest contributor to this segment is our tire business, and we saw around 150% revenue growth here on PCP, primarily driven by the inclusion of Tyreconnect. Without that inclusion, we still saw underlying revenue growth of 8% on PCP, which was a solid outcome. In terms of RedBook Inspect, I mean, that business underwent a rebrand this year, if you're not familiar with that brand.
That was challenged with lockdowns, particularly in the first half of the financial year, but it has bounced back nicely, particularly around rideshare volumes, which is exceptionally pleasing. Finally, Placely, which is a platform that we launched about nearly two years ago, around two years ago now, is a longer term play for us. It's made good progress in building relationships in the important rideshare segment. Looking at our international businesses now and overall in FY 2022, we've continued to deliver in our offshore markets, where you can see we have delivered 15% revenue growth on PCP. To be honest, it feels like we're just getting started in these overseas markets.
Looking at Trader Interactive, and they've had an excellent year with revenue and earnings up 11% and 16% on PCP respectively, and that's on a constant currency basis. EBITDA margins expanding through the operating leverage that we have from 54%-57%. All verticals grew but RV, recreational vehicles and power sports. You know, jet skis and quad bikes and other things were the standouts through that growth in yield, customer penetration, and rising inventory levels. The business is really well positioned coming into FY 2023 with average yield uplifts of around 7% from March and April this year. Inventory levels are continuing to improve, which you'll see in a little bit, in a moment.
The execution of our synergies are all supporting incremental revenue growth into next year, which we'll talk a little bit about now. Just looking at, as I mentioned, we recently completed the Trader acquisition of the remaining 51% of the business. We wanted to provide shareholders with an update on how the business has been performing over the first quarter. Overall, as you can see here, the business has continued to deliver excellent financial performance through Q1 of this financial year, both at a revenue and at an earnings level. In addition to this, we're anticipating further incremental growth, as I mentioned before, with synergies through the delivery of products like a new dealer auto response product that we've just launched.
We've got good momentum, with dealer package upsells, improving inventory conditions across all verticals and dealer customer acquisition, now at record levels, which you'll see in a moment as well. There's also the potential for further yield optimization over the coming 12 months, Dynamic Pricing in private seller, which we're looking at launching in the second half of FY 2023. We've also achieved some great cost synergies, combining the carsales and Trader supply arrangements that we have. Look, Trader as a business overall, I mean, it's quite a countercyclical business, and it has those sort of countercyclical characteristics.
While we've seen metrics like traffic, as you can see on the top of that slide, come off a little bit since the highs of FY 2021 and the COVID era, they're still remaining a long way above pre-pandemic levels of FY 2019. As a result of the changing market conditions in the United States, we're seeing inventory levels begin to rise, which you can see down the bottom right-hand side of that chart. All major verticals are still below FY 2019 levels in terms of inventory, but that's growing, and that's a good thing for us. Also, dealer customer counts are also growing as well, which is important and supporting that.
We're now at over 10,000 dealer customers, which is a record for the Trader Interactive business. Very pleased with how that's all going for us just a couple of months in. In terms of Asia and Encar, we've again delivered a strong financial performance outcomes while investing in long-term future growth opportunities that we have. Our revenue growth of 17% on a constant currency basis was underpinned by strong execution across three key product areas. Guarantee inspection revenue grew by 30%, which was impressive, and that was driven by branch network expansions with an additional four new sites that we launched, and growing customer penetration with now around 40% of all cars on the Encar site now being inspected with guarantee, that guarantee product.
We also saw our Dealer Direct product remain focused on building dealer penetration and volume, which were contributors to the 76% PCP growth we saw there. Our Encar Home product grew by 65% on PCP, which was also pleasing as we continue to refine the consumer and dealer experience of that product, which is a digital retail buying experience. Looking at Brazil and Latin America, Webmotors had an outstanding year across the business, finishing with revenue growth of 26% and EBITDA growth of 23% on PCP.
Again, on a constant currency basis, dealer revenue growth was strong and underpinned by new customer subscriptions across the country, along with yield growth, the result of an increase in lead fees that we put through, an improvement in chargeable leads, and the sale of premium dealer products such as our CRM product that we have over there. Our regional expansion too, which is expanding to other parts of Brazil, recommenced in half one, and that's been a nice driver of new dealer subscriptions through various parts of the country.
Looking at Chile and Mexico with chileautos and soloautos, it has been a challenging year for those markets, particularly dealing with COVID, but the teams have done an excellent job in collaborating, working together and keeping costs under control and looking for growth opportunities as market conditions begin to improve. Chile is beginning to show some promising signs of recovery and where we're seeing consistent double-digit revenue growth being delivered by our chileautos business month-on-month. Mexico does remain a challenge at the moment with new car sales still, you know, being around or slightly below pre-pandemic levels. The focus here is remaining on holding back cost while waiting for improved market conditions. This particular slide was in our Investor Day deck.
I'm sure some of you saw back in December, and it is important because it reflects what we're trying to achieve, which is to build on our traditional sources of growth while adding material and new growth drivers to meet the demands of a changing landscape and to keep the company in a strong position moving forward into the future. At the same time, you know, we've diversified our sources of growth within large addressable markets, which with trend tailwinds and in industries where we can leverage some of the best IP and technology in our class, clearly, which is ours. Just a couple of examples of some of the things that we've been doing.
Select, which is our digital retailing experience, and we've been making solid progress here since we launched this back in August last year. We're pleased with the outcomes that we're seeing and delivering for our customers. We've sold around 6,000 Select cars so far through the site with around 2,300 Select cars available on the site for sale today. We're gradually bringing more dealers onto that product, and we've evolved the product from our initial offering in August. We now have integration of trade-in and finance capabilities there as well.
Over the coming months, we are gonna be doing more to improve our offering here and but we're pleased with how it's performing so far. Just another example, I mean, Instant Offer has. This product's been in market for around five years. It's a product that we've tweaked and pivoted several times over the journey, but as we're trying to ensure that we're building the right buyer and seller experience as we've gone along. Over the past 12 months, though, we felt the product's in the right place for us to start increasing consumer awareness, which is what we've been doing through above-the-line advertising, which, you know, has brought more sellers to the Instant Offer product, and we're now selling around 3,000 cars a month, which I mentioned, through the platform.
The other thing we've done here is, in the last few months, is we've been able to optimize the service that we're now providing to enable us to quickly adjust things like pricing as market conditions change over time. The outcome of that is, as you can see on the far right there of the slide, yeah, we're getting more private seller volume through that, and we're selling more cars through there as well, which has been fantastic. It's a great product because it's simple, easy, and convenient, and fast for a consumer to sell a car, which is what we're trying to do. That brings me to the end of my presentation for today. In summary, look, we're very happy with how the business is performing.
We were executing well and driving the business' strategy. We're very excited about taking full ownership of Trader Interactive. We have lots of confidence in the future growth opportunities of the carsales business. Finally, I'd just like to say thank you to all of our customers for their ongoing support over the last 12 months, and also to our outstanding global team of people that we have, for the incredible job that they do for us each and every day. So, thank you very much for your attention. Questions?
Hi, my name's Peter Collier, and I am a shareholder. I've been a shareholder since 2013, so it's nine years so far. Sorry. Right. My question. Very good presentation. My question isn't on the presentation as such. It's about the renounceable rights issue you had earlier in the year. Now, my situation was that I participated in about half my rights because I didn't have the full money to pay for all. Why was it a non-renounceable issue as opposed to a renounceable issue? Because from my point of view, as a smallish shareholder, it just would've. Because of my personal circumstance, and I'm sure there are other shareholders in this situation, it would have been easier if it was a renounceable issue rather than a non-renounceable issue. That's my question.
Let me address that question. Is that working? Mic working?
Am I on?
Can you hear me?
Yep.
Excellent. Thank you for the question, and others have asked the question. It's probably worthwhile just giving you a little bit of context. Is that working? Is that working?
Yep.
Okay. Just to give you some context, I guess, around the acquisition of Trader Interactive, yeah, which will come to the crux of your question, which is a very reasonable question. You may recall when we acquired the first 49% of Trader Interactive, we did what's called a pro rata, which gave you those renounceable rights, yeah. When we had the opportunity to acquire control of Trader Interactive, we moved very quickly. The reason we moved very quickly was because, A, we saw great opportunity for us, and we didn't want to pay twice for the benefits that we're gonna bring to that business. That was the reason we moved quickly. We bought the first 49% of the business in the height of COVID.
Cameron and his executive never got to meet face-to-face with the Trader Interactive people in the U.S., yeah. When we were able to meet with those people, what struck us right away was the cultural fit between the two organizations, which, as most people would appreciate, is one of the challenges doing M&A, particularly internationally. The fact that we really believed that the synergies that the team had identified were available to us. We took the view as a board that if Cameron and the management team were comfortable recommending to us moving quickly, we would move quickly. The challenge at the time was the fact that equity markets were incredibly choppy. We set our investment banks the task of doing a pro rata, and we launched into that process.
The reality was we debated, given the choppiness of the equity markets, do we just wait and see could we find a time when it would be better and easier to do, and therefore do the pro rata? In hindsight, this is a May conversation. In hindsight, now sitting here in October, nearly November, is the markets are choppier probably than they were back then. What was put to us was the opportunity of going to market, being fair to retail and institutional shareholders by not doing a placement, giving everybody rights to take up their rights, but absolutely acknowledging that we were not able to provide that additional step that a pro rata offers to your shareholders, yeah. We still think it was the right thing to move early. You can see from Cameron's presentation, we now own 100% of the business.
We're very excited about the business. We think long term, it'll deliver great value to shareholders. If we go back to market, it won't be tomorrow, but when we do go back to market to raise equity for another opportunity, we will start at the same premise that we wanna do a pro rata to give those rights to shareholders. Thank you for the question, and that is the reason why we collectively and with the management team, took the decision that we did.
My name's Henry Stevens, and I'm from the Australian Shareholders' Association. We've got about 200,000 proxies. I've got a couple of questions about Trader Interactive. There are many academic studies that highlight the lack of success of acquisition strategies, and according to a recent Harvard Business Review article I read, between 70%-90% of acquisitions fail. Can you explain why you're so confident that this acquisition will be successful? Can you also make a comment about the technology in Trader Interactive and compare it with the Australian subsidiary? Is the technology as good as what you got in Australia? And if not, you know, will you have to improve it? Do they offer all the various products that you've just described, you know, like Select and Instant Offer and all that? Do they have all that?
The third question I've got is, what are the growth opportunities in Trader Interactive over the next few years? Thank you.
Thanks, Henry. Great question. I mean, why am I confident? If you reflect on what we've done in other offshore markets, and there was a couple of slides in one of the decks that we did around the Trader acquisition. Our Korean acquisition has shown exceptional long-term growth for shareholders, our Brazilian business the same. I mean, going into this Trader Interactive deal, you know, we have a good formula in terms of how we do acquisitions. The process is normally, you know, we treat each individual market as an individual market.
We don't impose what we do here in Australia as being the only way a market should function and operate in terms of our technology and our IP and the way we apply it. We support local management and we provide the input that they need to keep growing. Strategy has always been to acquire assets that are Number 1 in their market already. They have strong consumer awareness and brand and performance. You know, we're never starting from a position of Number 3, which is hard to win. We're always starting in a winning position. We go in with the expectation that we're there for the long term.
As you can see if you did see those slides, we've had great success over a long period of time in investing in these international markets. Going into Trader Interactive, what gave us the confidence that we'd be able to do it again, aside from the fact that we've done it several times before. As I said to you before, Henry, we were familiar with the business. We looked at the business in 2017, so we were part of the process of acquiring it, but we missed out on it because we were focused on an acquisition in Korea. We had good familiarity with the business itself. We have very good familiarity with the market that Trader operates in, it's very familiar with this.
Carsales is a multi-vertical business, so we have carsales, bikesales, boatsales, trucksales, farm machinery. This Trader Interactive business is everything but cars. You know, we know these marketplace businesses and how they operate. For us, it gave us a lot of confidence going into it from that point of view. We look at, as you mentioned before, around intellectual property and technology, what do they have that we don't have and vice versa, right? You know, we looked at their business, and we look at things like, you know, how much yield do they extract from the customer base there relative to us? What's their customer penetration rates like relative to ours? Where are they at in terms of product sophistication like we are?
You mentioned Instant Offer and other things that we have in automotive and our commercial model in all of our businesses is a lead-based model, and theirs is a subscription-based model. We look at all of that, and we look at, you know, their retail website and how their retail website functions, and go, "There's just a lot of opportunity there for us to make some significant change." You know, we have a big media business here in Australia. They haven't invested in media, so they don't have the media product, the expertise that we have, so we can inject that into that business and create something that's significant. I mean, the U.S. market is 16x larger than our market in those same verticals.
We look at it and go, "Yeah, there's great opportunity for us." We, you know, don't mandate things, as I mentioned before. If they need some product or some tech or some IP from us or they need some input from our people, some training, you know, we'll provide them with what they need, but it's based on the requirements of that market as opposed to, you know, how we've managed to do things here in Australia. We're exceptionally confident. Does that answer the question?
No questions.
Yeah. No, we do have a question from online. This has been partly asked and answered, but there's a new element. This question was submitted by Stephen Mayne. A question for both the Chair and CEO to address. Why did you ditch the PAITREO capital raising structure adopted with the 2021 raise and instead go with a non-renounceable ANREO, where retail investors were banned from applying for any additional shares, guaranteeing a profitable in-the-money shortfall for the underwriters and their unknown institutional sub-underwriters? On reflection, do you now agree that this was a mistake, and who should take a majority of the blame, management or the board?
I'll take that question, Stephen. Thank you. It's a follow-up to the question raised earlier. The response in addition to what I said earlier was, if we are doing a future capital raise, we'll go down the PAITREO structure. If we were to do an ANREO structure, we would allow retail to do overs.
There's no apologies, no regrets needed. The deal was done at AUD 17.75. The share price is tracking at AUD 20 today, so hopefully everybody's feeling pretty good about it.
That's it for the online questions now.
Okay. Thank you, Cameron, for that business update. I will now proceed to a discussion around the formal business of the meeting, where we have a number of resolutions to put to shareholders. As I mentioned earlier, voting for all resolutions is open, and you may submit your votes at any time. The proxies received for each resolution will be visible on the screen. I will also give you a warning before I move to close the voting. We now move to the first item of business. The first item of business is the financial report. I now table the June 2022 annual report containing the financial report, which includes the directors' declaration, the related directors' report, and auditors' report.
Copies of the 2022 annual report are made available on the company's website, or if you elected to receive a hard copy, a hard copy has been sent to you. I don't intend to read out the directors' report to the meeting. The Corporations Act requires the financial report to be laid before the meeting. There is no requirement in the Corporations Act or the company's constitution for shareholders to vote on, approve, or adopt these reports. To date, the company has not received any questions for our auditors, PricewaterhouseCoopers. The matter is now open for discussion for shareholders in the room. Are there any questions in the room? Nikki, are there any questions? Thank you. I will move to the resolutions to be put to shareholders. I now table the remuneration report of the company as contained in the 2022 annual report.
As I have already noted, copies of the annual report are made available on the company's website or sent to you if requested. Again, I do not intend to read out the remuneration report to the meeting. Section 250R(2) of the Corporations Act requires the remuneration report to be put to the vote. The Corporations Act also provides that no votes may be cast on this resolution by key management personnel whose remuneration amounts are included in the report, nor their closely related parties. I will only be voting proxies for unrelated parties. The matter is now open for discussion by shareholders. Do any shareholders in the room wish to comment or ask questions on this item two? Nicole?
We do. We have a question from John and Anna Sabljak. On page 37 of the annual report in the KMP REM framework, you indicate that carsales is enabled by best-in-class data and technology. What are the specific metrics that are used to determine they are best in class?
Excellent. Thank you. I'll let Cameron respond to that question.
Thanks, Pat. Well, I guess we are now one of the biggest in class in the world. You know, we have got a pretty good handle on the IP and the technology in our industry. We also spend a lot of time talking to peers globally in terms of where their product evolution is at. You know, frame of reference is, you know, these sessions that we tend to have with these peer companies tend to be organized by the peer companies wanting to talk to us about what we are doing in our market. You know, a lot of it is them talking to us about what we are doing and wanting to get a handle on that for their own markets.
Clearly, you know, in terms of financial performance, you know, top and bottom line, as you saw in our presentation, there aren't many, if any, that I can think of in our class outside of ourselves that are growing at the rate in which we're growing at. In terms of performance for shareholders, you know, that's a pretty good data point.
Thank you. There is another question from John and Anna Sabljak. On page 43 of the annual report, in performance against STI measures, you indicate that the payout is 103%. How is it possible to get a payout in excess of 100%?
Thank you for the question, and I'll get Kim, our Chair, of the third seat as well.
Thanks, Pat. About 18 months ago, you shareholders might recall, we introduced an outperformance measure for our STI, particularly on our financial measures. It is possible to overachieve 100% on the 70% financials. In last year, that was indeed the case. The performance was 119%. However, when we took into account the overall performance of the STI, and the fact that that overachievement only applies to a portion of the 70%, it comes back to 103%.
Any other questions? If there be no further questions, I now ask Nicole to inform the meeting of the valid proxies that have been lodged for this motion.
Thanks, Pat. For the resolution, we have 262 million votes. Against is 12.4 million. Open and usable is 4.2 million. Abstain is 162,000. Excluded is 1.4 million.
Thanks, Nikki. I now put the motion that the remuneration report for the financial year end of 30 June 2022 be adopted. If you haven't already done so, please vote on the resolution to adopt the remuneration report now. The next item of business being item 3A and 3B relate to the re-election of directors. Item 3A relates to the re-election of Kim Anderson. Kim has been a director of the company since 2010 and has over 30 years' experience in various advertising and media executive positions. Her knowledge and experience in the media, marketing, and communications industry has been vital to the company. The board greatly values her insights into consumer preferences, as well as her extensive experience in the area of executive remuneration. Kim's re-election is unanimously and wholeheartedly supported by the entire board.
As is our custom, each director up for election will make a brief address. I now invite Kim to address the meeting.
Thanks, Pat. Thank you, everyone. I'm delighted to stand before you today to be re-elected as the non-executive director of carsales. Since joining the board in 2010, the company's grown from an AUD 1 billion market cap to AUD 7 billion. During that time, we've transitioned from a founder-led business to a well-established global executive leadership team, headed up by our CEO, Cameron McIntyre. Not only has that team maintained a highly collegiate nature, but it's also been a high-performing culture. It has taken us from, as Cameron's well outlined today, from a domestic business to a global business with more or just about 50% of our revenues coming from offshore.
During that time, I've served as the chair of the People and Culture Committee, and I have been responsible for the board's oversight of the implementation of a really robust, consistent, and fair remuneration framework. Ensuring that remuneration outcomes are always aligned with shareholder outcomes. In addition, my extensive background in media and marketing, I hope, continues to serve the carsales business, along with my experience as a CEO and as a non-executive director. I very much look forward to continuing to work with my fellow directors, and I thank them for their support. With the leadership team at carsales and Cameron, and also with you as shareholders. Thank you again for your support.
Thanks, Kim. The matter is now open for discussion by shareholders. Are there any shareholders who wish to comment or ask questions on this item 3A in the room?
Henry Stevens from the ASA again. I'd like to make a comment about this motion. In general, the Australian Shareholders' Association believes that directors should not be on a board for longer than 12 years, and that after that period, new talent should be brought on the board. We try and keep directors moving on so they don't get too cozy with management. We think it's a very important issue. I've had discussions with Pat that we're gonna vote for you this time because we've accepted the company's argument that she's been asked to stay on for another term to provide expertise around people and culture with regard to the Trader Interactive acquisition. We think that's a very good idea.
Certainly not a good idea not to elect her, given that she is the key person on the board for people and culture, and she's an expert on remuneration. We are also conscious that she brings the necessary diversity to the board. As a result, the ASA will support her re-election for this term, and we hope that you can find a suitable female next time around. That's all I wanna say. Thank you.
Thanks, Henry. Any questions for the floor? Any questions online?
We do. This is a question from Stephen Mayne. Thank you for disclosing the proxies to the ASX 90 minutes before the AGM commenced. Well done on receiving strong support for all resolutions, but the biggest protest was 12% against Kim Anderson's re-election. What drove that? Did one of the proxy advisors recommend against, and what was the rationale?
Yep. The short answer, Stephen, is one of the proxy advisors wouldn't take a meeting with us. I spoke to all the shareholders who are potentially, or who are generally global shareholders that I could reach out to in a short period of time to speak about Kim's re-election. To give everybody just a bit of backdrop as to what Henry raised. We've gone through over the last 15 years as a listed company, a number of board refreshments, if you like, and we look at a whole bunch of things. We look at skill set, we look at what the directors bring in terms of specific markets, specific skills. We look at tenure, we look at the company history has been really important.
If you look at the directors before you today, when I read out the time they've been on the board at the very beginning of the meeting, you'll see that there's a real difference between Wal, myself, Kim, who've been on the board for reasonably long periods of time, and then Edwina, David, and Kee, who've been on the board more recently. We think that renewal is really, really important. The reason Kim is standing for re-election today is because we asked her to stand again. She had told shareholders and proxy advisors last year that she probably would not stand again. Given Kim's expertise, as Henry outlined, across a whole broad range of ranges, the importance of getting the Trader Interactive acquisition done properly. Bearing in mind, it was owned by private equity.
Having somebody of Kim's expertise and understanding of the whole remuneration structure, as well as having run her own business in the US, Kim brings huge experience to this board. In terms of the so-called protest vote, Stephen, it is due to ISS not taking a meeting with us and me being able to explain that situation. Every shareholder I spoke to who did listen to that argument has voted in favor of Kim's reappointment. In my view, Kim is unanimously appointed as a director of this company. She brings huge value.
Thank you. There's another two questions from Stephen Mayne on this item, so I might ask both of them. The first one is: When Kim voted in favor of launching the AUD 1.2 billion non-renounceable one for 4.16 share offer at AUD 17.75 earlier this year, was she aware that your 19,000 retail shareholders were banned from applying for additional shares when this is standard practice with non-renounceable offers by ASX 300 companies? Was she expecting that only 8,000 of your shareholders would act rationally and participate in the AUD 362 million retail offer by taking up their rights either partially or in full?
What does she think about the fact the two Wall Street underwriters and their sub-underwriting clients made more than $10 million in profits from the entirely predictable retail apathy and non-participation, in addition to the $24 million fee they were paid to underwrite this, the offer? Will she apologize for this dreadful treatment of retail shareholders?
Stephen, I hope you're not getting blisters on your fingers, mate, typing all these questions out. In terms of the answer to the question, I've already answered it, which is we went down a path. It's not the preferred path. I said if we were to do an ANREO again, we would offer overs, and our preference is to do a PAITREO. I think we've put that matter to rest. Thank you.
The next one is well done to Kim for contributing to the fabulous performance of carsales during her 12 years on the board. The only blemish was this year's capital raising structure, but at least the deal has clearly added value overall, as the chair pointed out earlier. Does Kim agree it was foolish of CVC to sell their controlling stake in carsales for less than AUD 5 a share almost a decade ago, and that PBL Media would not have gone broke if CVC had retained its shareholding? Regarding tenure, is this going to be Kim's last three-year term, and what does she believe have been the company's three best moves during her 12 years on the board?
In terms of the question around CVC aren't represented in the room, so I'm not gonna speak for CVC in terms of the decision. In terms of Kim and her tenure, as I said earlier, we have asked Kim to do another term because we think she adds huge value to the board. She is doing that, and we appreciate that. In terms of the last question, Kim, do you want to comment around your favorite moments on your time at carsales board?
Sure. Thanks, Stephen. Thanks for asking that question. Well, it's been a very long time, Stephen, so I hope my memory serves me well. I think one of the most proudest moments I have is in our transition from a founding CEO to Cameron McIntyre. I think that's always a very difficult transition to make. It was done seamlessly, and I think that's thanks to our prior CEO, Greg Roebuck, in ensuring that there were good successors in place and also to Cameron himself, who's taken on that baton incredibly well. The other two things I think come back to Cameron's comments about acquisitions and Henry, your question. I think what Carsales does incredibly well is get to know the businesses that they acquire well before they acquire them.
You know, we were courted by SK Encar for a long time. We got to know that business very well before we took 49%. You've seen us do that again with TI, as Cameron alluded to. Then I think the third thing that I'm really proud of is the way that our technology has evolved and the way that we continually question ourselves on our know-how and our improvement and how we can always do better. It's a very high-performing culture, and so I think that's probably the third highlight for me. Thanks, Pat.
Thank you, Kim. Any more questions? There being no further questions, I will now ask Nicole to inform the meeting of the valid proxies that have been lodged for this motion.
Thank you. For this motion, we have for 244 million votes, against 32 million, open 4.2 million, abstain is 137,000, and none excluded.
Thanks, Nicole. I now put the motion to the meeting that Ms. Kim Anderson, being a director of the company who retires by rotation in accordance with rule 17.1 of the company's constitution and being eligible, offers herself for reelection, be reelected as a director of the company. If you haven't already done so, please vote on this resolution now. Moving to item 3B, which relates to the reelection of David Wiadrowski. David was appointed as a director of carsales in 2019 and was previously a partner of PricewaterhouseCoopers for 25 years with a focus on technology, info comms, entertainment, and media. David brings a wealth of financial knowledge and audit expertise to the company, and his election is unanimously and wholeheartedly supported by the entire board. I now invite David to address the meeting.
Thanks, Pat, and good morning to my fellow shareholders and guests this morning. Similar to Kim, I'm delighted to offer myself for reelection to the carsales board of directors. I've now served my first term of three years, and hopefully there'll be many more to come on the board and have developed a very good understanding of the carsales business, its strategy, and its culture. As Pat indicated in the introduction, I'm chair of the audit committee, I'm a member of the risk management committee, and also I'm a member of the recently formed sustainability committee. I've also been an active member in the last 12 months on the due diligence committee for the two capital raises for the Trader Interactive acquisition along with our advisors. I was also actively involved in the appointment of our CFO, William Elliott.
I'd like to regard myself as a hands-on director. Outside of the formal board and committee meetings, spend time in the business, gaining a further understanding of what we are doing and also working actively, with the executives in the business to help them execute on our business strategy. As Pat said, prior to joining carsales, I was an assurance partner with one of the Big Four accounting firms and bring significant experience and knowledge in financial reporting, technical accounting, and audit, along with risk management skills. I currently sit on three public company boards, including carsales, and also sit on a not-for-profit board being the Cambodian Children's Fund. I believe I've got the time and capacity to manage all of these commitments, and that's reflected in my attendance, having attended all board and committee meetings across all of those boards.
I look forward to your continued support, and working very closely with my fellow directors on the carsales board. Thank you, Pat.
Thanks, David. The matter is now open for discussion by shareholders. Do any shareholders in the room wish to comment or ask a question in relation to David's appointment? Are there any questions?
There is. This is from Stephen Mayne. Some of it will sound familiar. Goldman Sachs and JP Morgan, which I think is a typo, were paid $24 million by all shareholders to underwrite this year's $1.2 billion capital raise. Can David explain how they were chosen? Was there a tender process, and how involved was the board? Based on the discussion at today's meeting, does David now recognize that this structure directly benefited the Wall Street underwriters at the expense of 11,000 retail shareholders who didn't participate and were diluted without compensation?
Will he commit to initiating a board discussion on whether carsales should launch a discounted share purchase plan as a specific make-good gesture for the retail investors who are badly diluted as a class by the action and structuring of their directors who followed the self-serving advice of global self-interested investment banks?
Thanks for the question, Stephen. Yes, the board was heavily involved in the selection with all advisors, both investment banks, lawyers and accountants for the process, and the other comments are taken on notice. Thank you.
There being no further questions, I'll now ask Nicole to inform the meeting of the valid proxies that have been lodged for this motion.
Thank you. For the resolution, we have 268 million votes, against is 5.9 million, open is 4.2 million, abstain 2.5 million, and none excluded.
Thanks, Nicole. I now put the motion to the meeting that Mr. David Wiadrowski, being a director of the company who retires in accordance with Article 17.1 of the company's constitution and being eligible offers himself for re-election, be re-elected as a director of the company. If you haven't already done so, please vote on this resolution now. The next items of business, items 4A and 4B, deal with the grant of rights to the Managing Director and Chief Executive Officer, Cameron McIntyre. Listing Rule 10.14 requires shareholder approval for the grant of securities to Cameron, the Managing Director and CEO. As a board, we continue to be very pleased with Cameron's performance as Chief Executive Officer.
The board believes that the grant of these rights, as set out in the notice of meeting, is consistent with the company's remuneration policies and objectives, reflects good market practice and remuneration, and effectively aligns the interests of Cameron with those of the company. Per the notice of meeting, there are two items that we put to shareholders separately. Item 4A pertains to the grant of rights in respect of the deferred component of the FY 2022 short-term incentive, and Item 4B pertains to the grant of performance rights in the form of a long-term incentive for FY 2023- FY 2025. The key terms of the rights and details of both plans are set out in the notice of meeting. Item 4A is now open for discussion. Do any shareholders wish to comment or ask any questions on this item?
I'll start again in the room. Are there any questions online? There being no further questions, I now ask Nicole to inform the meeting of the valid proxies that have been lodged for this motion.
Thank you. For this motion, in favor is 272 million, against is 4.1 million, open 4.2 million, abstain 169,000, and zero excluded.
I now put the motion that approval be given to the grant of up to 22,653 rights over shares of the company to Cameron McIntyre in respect of the FY 2022 short-term incentive award in accordance with the terms of the company's option plan and as set out in item 4A of the notice of meeting. If you haven't already done so, please vote on this item now. Item 4B is now open for discussion by shareholders. Do any shareholders wish to comment or ask questions on this item? Again, we'll start in the room. Any questions online?
This is another question from Stephen Mayne. Given the interesting discussions across a range of topics today, including Cameron's LTI grant, 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 Insurance Australia Group has been doing since 2003, so it is not new or innovative. Courts produce transcript as a matter of course, as do parliaments in the form of Hansard.
Thanks for the question, and we'll take it on notice. Thank you. Are there any other questions?
Not on this item, but there are some general questions we can come back to after.
There'll be no further questions on this item. I'll now ask Nicole to inform the meeting of the valid proxies that have been lodged for this motion.
Thank you. In favor of this motion, there are 266 million votes, against 10.7 million, open 4.2 million, abstain is 183,000, and zero excluded.
Thanks, Nicole. I now put the motion that approval be given to the grant of up to 107,219 performance rights over shares in the company to Cameron McIntyre in respect of the FY 2023- FY 2025 long-term incentive award, in accordance with the terms of the company's option plan and as set out in item 4B of the notice of meeting. If you haven't already done so, please vote on this item now. I'll take the other questions now.
Okay. This question came in from Stephen Mayne. When disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions, and was a disclosure initiative adopted by the likes of Metcash, Altium, and Dexus last year, and Webjet and Tabcorp so far this AGM season. You commendably agreed to disclose that only 8,000 of your 19,000 shareholders participated in this year's capital raise. This disclosure of retail turnout and directed voting today is just an extension of this.
We'll take that question on notice. Thank you.
Okay. The next question is from John and Anna Sabljak. Being primarily an online organization and given the current cyber breaches, are any additional actions being taken to mitigate carsales cybersecurity risks?
Yeah, no, clearly a very important and topical question. Most certainly from a board perspective, I can reassure all shareholders that cyber has always been a particular focus for us. We're not in the business of throwing rocks in glass houses. Clearly, the cyberattacks, some have been sophisticated, some less so, but most certainly it is a key focus for us. I might just ask Cameron just to give a little bit of color, clearly as a global business, how we stay on top of that from a management perspective.
Thanks, Pat. As you mentioned, I mean, it is an area of focus, but one of the advantages we do have is being a pure tech company. We live and breathe this every day. We have a crisis management plan that's actively maintained, and we do rehearsals. We did one last year, exactly the same scenarios that have been lived out by some of our peers, and we're pleased with where the business is at. It is an arms race, though, so you know, it's something that we need to keep on top of and keep working at as a business.
Thank you. Nicole?
Thank you. Last question comes from Stephen Mayne. Our two founders, Greg Roebuck and Walter Pisciotta are both legends. Are the current directors and executives still in regular touch with both of them, tapping into their expertise and celebrating the great global success of this business?
Thanks, Stephen. As you may have missed at the beginning, Walter Pisciotta is on this AGM. Walter Pisciotta is an incredibly valuable contributor to the board. Greg Roebuck at the moment is busily looking for his sheep in fields that are drowned in the country. I spoke to Greg ten minutes before the meeting. We're in regular contact with the two founders, and Walter Pisciotta, like I say, is a very active board member and participant and continues to add great value. In the interest of fairness, are there any other questions from the floor? Thank you. That concludes our discussion on the items of business. In a couple of moments, I will close the meeting. For those in the room, please lodge your voting cards.
The online voting system will remain open for a few moments to allow you to finish your voting. Please ensure that you have cast your vote on all resolutions. I now declare the poll closed. The results of all resolutions will be announced to the ASX later today. I would like to thank all shareholders for your ongoing support and for your attendance and attention today. Your support of the company with the two recent capital raises is very much appreciated. I'd also like to thank all of our customers globally. A big thank you to Cameron and his executive team and to all the carsales staff around the globe. Your continued commitment and drive is very much appreciated. A final thank you to all my fellow board members for making outstanding contributions to our journey. I'll close the meeting there. Thank you.