Good morning, everybody, and welcome to the 2026 Annual General Meeting of CAR Group Limited. My name is Pat O'Sullivan, and I am the Chair of the company and Chair of this meeting. On behalf of the board and 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 and present. Today's meeting is a hybrid meeting being held physically here in CAR Group's 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. On behalf of the board, I warmly welcome all attendees, those here with us in person, and those joining over the live webcast.
We are pleased to be able to extend this meeting to you all. I have been advised that a quorum is present, and I now formally declare the meeting open. As the notice of meeting has been circulated to all shareholders, and unless there are any objections, I propose that the notice convening the meeting be taken as read. 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 here in the middle and ask, but please wait to be called upon. Please state your name and the shareholder you represent if you are a proxy before asking your 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 have 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 to 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. 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 will 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. When you have 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 admission card a summary of proxy votes, which details the voting instructions for each item of business. 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. Christina Piccolo of Computershare will be 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 CAR Group's investor website. I now declare voting open on all items of business. I would now like to introduce my fellow directors.
Will Elliott is our Managing Director and CEO. Will has been with the company since 2015 and will give a presentation shortly on business performance. Wal Pisciotta is the Co-Founder of CAR Group and has been a member of the board since CAR Group's inception. He led the company as Chair for 18 years and is currently a Non-Executive Director. Edwina Gilbert was appointed as a Non-Executive Director of the company in 2016. Edwina is the Chair of the company's Risk Management Committee and a member of the company's People and Culture and Audit Committees. David Wiadrowski was appointed as a Non-Executive Director of the company in 2019. David is the Chair of the company's Audit Committee and a member of the company's Risk Management and Sustainability Committees. Susan Massasso joined our board as a Non-Executive Director in 2023 and is the Chair of the company's People and Culture Committee.
She is also a member of the Sustainability Committee. Pip Marlow joined our board as a Non-Executive Director in 2024. Pip is a member of the company's People and Culture and Audit Committees. I would like to acknowledge the recent retirement of Kee Wong, who served as a Non-Executive Director of CAR Group for more than eight years. On behalf of the board, I would like to thank Kee for his valuable contribution, commitment, and service during his tenure. We wish him all the very best for the future. Following Kee's retirement, the board is continuing its succession planning and renewal and is progressing the recruitment of an additional non-executive director. We expect to provide shareholders with an update on this process in due course.
Also in attendance today are Michael Sapountzis, our Company Secretary; Sam Lobley from our auditors, PwC; Jeremy Lanzer representing our lawyers, Arnold Bloch Leibler; and Christina, who I mentioned already, Piccolo , the Returning Officer representing our share registry, Computershare. The formal business of today's meeting will be conducted in two parts. First, Will will present to the meeting, and there will be an opportunity to ask him 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 opportunities during this part of the meeting for shareholders to raise questions pertaining to each resolution. Let me now invite Will to address the meeting.
Thank you, Pat, and good morning, everyone. It has been a little over 12 months since I took on the CEO role, and one of the things that I have done over the first 12 months is really to get the organization focused on three key things: customer, brand, and artificial intelligence. And one of the most pleasing things for me over the first 12 months is the progress that we have made in each of those areas. So, we have certainly improved the customer experience, we have strengthened the brands in all of our marketplaces, and we have accelerated the use of artificial intelligence. From a financial and operational perspective, you will see today the results have also been strong in FY 2026.
In terms of the agenda today and what I am going to talk through, first, I will talk through some of the highlights of FY 2026 and our FY 2027 outlook. And then, I am going to go into a bit of an update on our strategy, particularly around our approach to artificial intelligence, which is a question that a lot of investors have been having recently. But in keeping with CAR Group tradition, we are going to show a short video to start with, which just reflects on the FY 2026 year.
[Presentation]
Great. Obviously, it has been a pretty busy year in FY 2026. So, first part of my presentation will be on the FY 2026 highlights and the outlook for FY 2027. Firstly, in FY 2026, we delivered double-digit growth across all of our key financial metrics, which has actually been the fifth consecutive year that we have delivered that double-digit growth.
Pro forma revenue and EBITDA were both up 12%, and adjusted net profit after tax was up 11%. Margins remained strong at 56%, cash conversion was excellent at 100%, and our balance sheet remains in good shape with leverage, net debt-to-EBITDA leverage remaining prudent at 1.7x . What stands out about CAR Group is the consistency of our performance, and as you can see here, we have compounded double-digit revenue and earnings growth over many years. That has held through interest rate cycles, a pandemic, and many other macro environments. Part of the reason is that used vehicles are the largest part of the automotive market, and they are the most consistent, and they tend to be less cyclical than the new car part of the market, which is a smaller part of our revenue. Dealers, private sellers, and car manufacturers, they rely on us to sell vehicles in any environment.
It has also held, this growth has held through multiple shifts in technology, the shift from desktop to mobile, and the rise more recently of Google and social media, and e ach time, people ask whether it would change our business, and each time, we have adapted and kept growing. Turning now to shareholder returns, and as you can see, the chart here shows that since listing in 2009, CAR Group has delivered very strong returns for shareholders. Over the past year, our share price has fallen, as have the share prices of most of our global peers. I know that is disappointing for shareholders, including the many employees who are also shareholders. Much of that reflects broader questions that investors are asking about what AI could mean for marketplace businesses like ours. We see AI as a significant opportunity for our business.
It makes buying and selling easier on our platforms. It also enables us to run the business more efficiently. I am going to talk a little bit more to this later in the presentation, and I will come back to the reasons why we are confident and what we are doing about it. On this slide, you can see CAR Group has a very diversified portfolio of amazing businesses, each with a trusted brand and very loyal customers. And each of our four regions delivered good growth in FY 2026. We are using our scale effectively by sharing products, technology, data, and increasingly people across our markets. The business has strong cash flow, as I mentioned before, and a very robust balance sheet. That gives us the flexibility to keep investing in growth whilst delivering returns for our shareholders.
Turning to the outlook now, and nearly four months into the new financial year, we are very pleased with how the business continues to perform. That gives us the confidence to reiterate the outlook statement that we provided in mid-August. Turning now to the second part of my presentation, which is a strategy update. So, first thing that I was going to talk to is around artificial intelligence. As I mentioned earlier, one of the questions we often get asked is, could frontier models like ChatGPT or personal AI agents become the place where people start their vehicle search and bypass us? We think that is unlikely for three reasons. First, most of our audience comes to us directly. We have the biggest audience in each of our markets, with more than 52 million people visiting our platforms every month.
For most people, a vehicle is either the most expensive or second most expensive thing that they will buy or sell. With that much at stake, they go to a brand they trust, which is our brands. Second, we have live, current, and accurate stock that is integrated intricately with dealers, and w e also have a very large, unique private seller inventory base. And then more and more of what is happening on our platform is actually inside the transaction itself, t hings like inspections, guarantees, finance payments, warranties, insurance, transfers, and home delivery. There is a lot there. These things are physical, and many of them are regulated and difficult to replicate with AI. And the third reason is, we have data that no AI model has. Two decades of what buyers search for, which vehicles sell, how fast, and at what price.
Plus, we have inspection reports, trade-in valuations, finance approvals, and service history. That data comes from working with buyers and sellers on both sides of the platform, and it powers everything that we do for our consumers and our dealers in the five markets that we operate. This combination helps us to deliver an exceptional customer experience. Another question we have been asked more recently is, what personal agents mean for us? More of the searching, comparing, and shortlisting over time will be done by AI and agents, and we are building for that in two ways. The first is, we are building our own agent. As I mentioned before, the vast majority of our audience comes to us directly, and we want to keep it that way.
So, we are building our own agent direct into our sites and apps, so the best way to buy or sell a car using artificial intelligence is on our platform. Together with the continued investment in our brands, we intend to keep and grow our share of direct traffic. Second, a much smaller share of the traffic that comes to our platforms is through search engines, frontier models like ChatGPT, and now through personal agents. We make sure we are connected to all of those. We have integrations, we have search, and we are now increasingly becoming connected with AI platforms. And so, when someone asks one of them about buying a car, they are brought back to our environment. We set the terms. We decide what we share with those agents and how they can access it. Put simply, the front door changes, what is behind it does not.
Buying a vehicle needs a specialist. Take a simple example. Someone asks their personal agent, "Find me a used family SUV for under AUD 40,000 in Melbourne." To search, the agent needs a broad range of vehicles, live and accurate. We have the most complete and accurate inventory, updated in real time by dealers and private sellers. To compare and evaluate, the agent also needs vehicle history, inspection reports, and reliable pricing. We have all three. And then to transact, the agent needs finance, identity checks, and payment, and we are the most trusted platform to complete the sale. Agents look for the most efficient answer, and we are built to be that answer. AI is also driving revenue across our platforms and across the buying and selling journey in three key ways. First, it is helping our buyers to find the right car faster.
People can now search by typing or speaking naturally, and get recommendations that are tailored to their needs. That means more inquiries for our dealers and more sales. Second, it is also helping our dealers to sell and source more effectively. AI writes better listings, it suggests the right price, and it also shows dealers which cars to stock, and t his makes our dealer products much more valuable. The third is, it helps turn interest into a sale. AI follows up with buyers before and after they inquire. It offers support around the clock outside of business hours for dealers, and it helps more people to get finance approved. More of our inquiries are now becoming completed sales. In short, AI makes our products much more valuable, and we have got a clear way to get paid for this.
What I thought I would do next is just show a small video which demonstrates some of the ways in which we are using AI in our products across our platforms.
[Presentation]
Great. As you can see, we are clearly using AI everywhere across our marketplaces. One of the things that we have done is, we have developed CG/lab, which is our global hub in Brazil, and that has been established to speed up how we deliver AI products. Less than 12 months since the launch of CG/lab, it is already having a very big impact. It is building both parts of the strategy I described earlier. Firstly, it is helping us to build our own agents to help buyers and sellers. And second, it is also establishing the connections that link us into AI tools like ChatGPT and personal agents.
The beauty of CG/lab is we build once, and our local teams then adapt them for each market. It means we are getting synergies across multiple markets, and we are using our scale efficiently. Just to wrap up, FY 2026 was another year of double-digit growth across every region, s orry, across the business, and every region contributed. We have maintained margins at 56% whilst continuing to invest in new growth. On AI, we have got a very big opportunity to accelerate growth and also to make our business more efficient. We have got good momentum in the first four months of FY 2027, and I am confident about what is ahead. Thank you to all of our people in the room and around the world who make CAR Group what it is and for what you have achieved this year. Thanks also to our customers and to our shareholders.
And from me, thank you also to the board for your support in my first year as CEO. Now, I am going to open up to questions in the room first. Yep.
Thanks. Ray Tollefsen. I am also a member of Teaminvest, but I am not actually representing that group. You talked about the drop in share price. That is how I got into the company earlier this year. So, I thought that was a great opportunity because it had been too expensive before. Anyway, back to a couple of questions, both related to items I have seen in the media. So, it is a bit of a fingers crossed, and I am seeking confirmation or more information about it. An article in the AFR in February referred to a company called AlgoDriven, which claims to be valuing about 1/3 of all car sales in Australia and has a big presence in the Middle East. I do not know whether that is true or not, but have you seen any impact on car sales through this company?
Look, no, we have not seen any impact from that particular company. I think there are a lot of companies out there performing valuations on vehicles. Clearly, the benefit that we have as car sales in Australia is the amount of vehicles that we see through our platform. One of the things that we also get to see is quite a number of those vehicles, what the transacted price is as well, whereas for many other marketplaces, they do not get to see that. And because we are facilitating the transaction, that is a clear benefit.
Thanks. And another one, AI used car group, Carro Group, claims to be Southeast Asia's largest used car marketplace. I just wonder whether that is, as far as you are aware, in Korea, or South Korea, I should say, i s it a competitor or not?
No.
Not that competitors are a bad thing. It is just.
No, they are not in South Korea. They are mainly in all of the Southeast Asian countries that we used to have a presence in. Clearly, they are running a good business, and they are a marketplace similar to what we are.
Yes.
Yeah.
Okay, thanks.
Thank you very much for your questions. Any other questions?
Peter Caliero. I have been a shareholder a bit longer than Ray. I think I am about 13 years. Yeah, I have bumped into Ray a couple of times at various meetings. Last year, I came here and asked the question, "What are the risks you see in the future?" The response I sort of got was, "It is not the risks we can see, it is the risks we cannot see that we worry about." Within 12 months, suddenly, everyone is talking about AI. Literally, a month after the meeting, I heard that AI was going to destroy this business, along with REA, amongst others. Now, one of the things you have mentioned that, no, we are using AI to our benefit, and one of the defenses we have as a company is our data.
Some of these AI agents are scraping some of the data and using some of that, including actually breaking into systems, as the government health system in Australia has found. What is the risk of the scraping of our data to be used by Anthropic, and ChatGPT, and others?
Thank you, Peter, and thank you for your support over so many years. Look, in terms of scraping, absolutely, scraping has become prevalent. I think the thing that scraping cannot do is it cannot have all of the behavioral things that sit behind our website. So, there are so many interactions that scraping cannot get. So, I would say, the most significant part of our data we protect from scraping. There are things that scrapers can get, but the most valuable things that we have in our business from a data perspective, we are protecting from scrapers.
Okay, thank you. And just like Ray, I have been buying a bit more this year when the price fell.
All right. Thanks, Peter. Any more questions in the room? No, if there are no more questions in the room, we will go to any online questions, please, Michael.
Yep. There are no online questions, Will.
Fantastic. Okay, thank you.
Thank you, Will. I will now proceed to discussion and Q&A around the formal business of the meeting, where we have five resolutions to put to shareholders today. As I mentioned earlier, voting for all resolutions is now open, and you may submit your votes at any time. The proxy votes we've received for each resolution will be visible on the screen. I will also give you a warning before I move to close votings. The first item of business is the financial report. I tabled the June 2026 Annual Report containing the financial report, which includes the Directors' declaration, the related Directors' Report, and Auditor's Report. Copies of the 2026 Annual Report are made available on the company's website, or if you're elected to receive a hard copy, a hard copy has been sent to you. I don't intend to read out the Directors' R eport 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, so the matter is now open for discussion by shareholders. Do any shareholders in the room have any questions on the report?
Michael Middleton. I represent the Australian Shareholders' Association, and I have one or two minor questions, but one relating to audit, which is a bit unusual. We were very pleased to see the cost paid to the auditors this year dropped 78%. Apparently, in the published results, it sort of came down to about AUD 200,000, I think, David, in that order. Or have I misread it? If so, I wondered just which particular jobs the auditors did last year that they were asked not to do this year.
David, do you want to respond?
Most of that would relate to due diligence services provided by PricewaterhouseCoopers.
That is right.
This year, we haven't done quite as much of that.
Okay. Thank you very much. That answers the question. I will let the other questions wait till the next item. Thank you.
Great. Thanks, Mike. Any other questions in the room? Any questions online?
Thanks, Pat. There are no online questions.
Excellent. I will move to the resolutions now to be put to shareholders. So, Item 2 is the adoption of the FY 2026 Remuneration Report. I table the FY 2026 Remuneration Report of the company as contained in the 2026 Annual Report. As I have already noted, copies of the Annual Report were made available on the company's website or sent to you. Again, I do not intend to read out the Remuneration Report. 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. Are there any questions in the room? Michael, any questions online?
There are no online questions.
There being no questions, please see the valid proxies received for this resolution on screen. I now put the motion that the Remuneration Report for the financial year ended 30 June 2026 be adopted. If you haven't already done so, please vote on the resolution to adopt the Remuneration Report now. The next item is the re-election of Mr. Walter Pisciotta, OAM, as a director. The explanatory notes in the notice of meeting contains particulars of Wal's skills and experience, which I will not repeat here. I now invite Walt to address the meeting regarding his re-election.
Thank you, Pat. As the co-founder of the business 30 years ago, I'm extremely proud of what we've created and what the business has grown and evolved to over its many different stages. I chaired the business for the first 18 years, and I've remained a Non-Executive Director for its entire existence. I'm extremely pleased and proud to say that you really would find it difficult to find a more committed, determined, and focused group of directors on a board today. For 30 years, we've continued to expand and grow the products and services we've provided to our customers, both consumer and commercial. I've been involved in this industry for decades. I've enjoyed my time. I feel I've contributed. I feel I can continue to contribute based on the experience I have.
I've always supported new directors, new voices, new ideas within the company and on the board, and I always will. I don't know that I could add a lot more to that. Certainly, as the largest single director, individual investor, shareholder in this company, you can certainly be assured that, like you, I will always, always do what I think is best for this company. It has been a wonderful experience. I've appreciated your support in the past, and I look forward to it in the future, I hope. Today, starting today. Thank you.
Thanks, Wal. The board unanimously supports Wal's re-election. The matter is now open for discussion. Are there any questions in the room? Michael, any questions online?
Yes, Pat. We received a question from shareholder Stephen Mayne. He notes, "Thank you for disclosing the proxies early to the ASX, and well done to Wal for being re-elected with 98% of directed proxies in favor. I am surprised all the box tickers are tolerating his non-independence. Could Wal please comment on whether he intends to serve a full three-year term? Is this likely to be his final term? Could he also briefly summarize his full investment history with CAR Group and whether we are likely to see any further sales during his next three-year term on the board?"
Well, Stephen certainly continues to provide me an interesting AGM. I have not been given those questions prior to today and this moment, so I will try to answer them now. And first thing I will ask for is for you to repeat those phrases so I can make sure I answer all of them, because if Stephen doesn't get an answer, I am sure I will hear about it. Simply, I plan to remain on this board just as long as I can, and that will be up to God. I can't do much about that. Why wouldn't I? It's a great business, w onderful people within the company and on the board, s o yes, Steve and I do plan to remain on the board. What was the second question?
The second part to his question was around your full investment history with CAR Group and whether you intend to sell during your next three years.
What I intend to do in three years, I don't know I can guarantee anything. What I can say is, I remain the largest single investor. I don't plan on changing that. I have a very enjoyable personal life. I have spent plenty on it. I have a significant and growing family. I do look after them as best I can. And, yeah, I have no plans. What was this next one?
That is all.
Oh, okay.
Thank you.
Great. Thanks. I thought there was more.
Any other questions, Michael? Excellent. Thanks, Wal. The proxies are now on the screen. I now put the motion to the meeting that Walter Pisciotta, being a director of the company who retires by rotation in accordance with 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 item of business relates to the re-election of Susan Massasso as a director. The explanatory notes in the notice of meeting contain particulars of Susan's skills and experience, which I will not repeat here. I will now invite Susan to address the meeting regarding her re-election.
Good morning, shareholders, and thank you for the opportunity to offer myself for re-election to the CAR Group board. Since joining the board in June 2023, I have served on the Sustainability Committee, and I have the privilege of chairing the People and Culture Committee. I have really enjoyed every opportunity to get to know this business more deeply, working hands-on with the board and management, visiting our many markets, and spending time with our team and customers, e ach time, reinforcing to me what a very special business this is. I have loved supporting the business as we sharpen our customer focus, build our brands, and continue to strengthen our culture, all in service of our purpose, making buying and selling a great experience. This is a time of many changes in our marketplace, and one of those being AI is really reshaping the landscape in which we operate.
I am energized by the opportunities it presents ahead. I hope my experience in scaling and transforming high-growth businesses helps me contribute to this as we navigate this change to make the most of it for our shareholders and our customers. I have the time, the commitment, and the enthusiasm to keep contributing fully, and I would be grateful for your support today.
Thanks, Susan. The board unanimously endorses Susan's re-election. The matter is now open for discussion by shareholders. Are there any questions in the room? Michael, any questions online?
Yes. We received another question from Stephen Mayne. His question, or his statement, "My experience of Chair Pat O'Sullivan at multiple AGMs is that he seems really annoyed to receive AGM questions, speaks very quickly, and offers overly brief responses. I have no doubt he is a very smart business figure and has a good track record, but as the only independent director up for election today, could Susan please comment on what Pat is like in board meetings? Is this the same as my experience asking him questions at AGMs?"
Okay. Thank you, Stephen, for your question. As Wal has said, we are all a very different and diverse group of people at the CAR board with really unique styles. Pat is, in my experience, an extremely diligent and thorough chair who is very committed and passionate about CAR, both the business and its people. I found him to be very actively seeking alternate points of view, not just across the board, but across management, across customers, shareholders, et cetera. In fact, when we visit many different countries, even in countries like Korea, where culture can be different, he actively engages with everyone. So, I have not had the same experiences as what maybe Stephen is perceiving, but in turn, we get the benefit also of the richness of his experience, his knowledge, his commercial smarts, and his long tenure.
So, he has never been annoyed by my somewhat innocent, silly questions, being a new starter on the board. So, we value Pat in all his guises in the boardroom and in the business.
Well said, Susan. Are there any other questions, Michael?
There are no other questions.
Thank you. The board unanimously endorses Susan's re-election. The matter is now open for discussion by shareholders. Do any shareholders wish to comment or ask any question on this item? I now put the motion to the meeting that Susan Massasso, being a director of the company who retires by rotation in accordance with the company's constitution and being eligible, offers herself 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 last two items of business, being items 4(a) and 4(b), deal with the grant of rights to the Managing Director and CEO, Will Elliott. Listing Rule 10.14 requires shareholder approval for the grant of securities to Will Elliott, the Managing Director and CEO of the company. For the notice of meeting, there are two items that will be put to shareholders separately.
Item 4(a) pertains to the grant of rights in respect of the deferred component of the FY 2026 short-term incentive, and item 4(b) pertains to the grant of performance rights in the form of a long-term incentive for FY 2027 to FY 2029. The key terms of the rights and details of both plans are set out in the notice of meeting. Item 4(a) relating to the grant of rights in respect of the deferred component of the FY 2026 short-term incentive is now open for discussion by shareholders. Do any shareholders in the room have any questions? Mike?
Once again, my name is Michael Middleton, representing the Australian Shareholders' Association, and today, I have 254,000 proxies to vote on this issue, u nlike some shareholders who ask questions and only have three or four shares. We had an issue relating to the discussion I had with the Chairman and some other members of the board before the meeting online about ASA's concern about the goodwill situation. Pat definitely said, "Oh, well, we'll think about that," haven't had time. Now, I think I'd like some sort of comfort from you, if possible, that you've got a very large goodwill component in the billions, and if something happened to one of those companies in the U.S. or in Brazil, and Brazil, for arguments, they could go tomorrow with a government change, you've got no protection in your balance sheet to support a write-down of massive proportions.
I don't ask you to comment about what you intend to do. I just ask that you please give some deep thought, and other directors give deep thought to the risk factor associated with this particular issue. Thanks very much.
Thanks, Michael. Any other questions? Comments? Any online, Michael?
There are no online questions.
There being no questions or comments, please see valid proxies received on this resolution on the screen. I now put the motion that approval be given to the grant of up to 20,194 rights over shares in the company to Will Elliott in respect of the FY 2026 short-term incentive award in accordance with the terms of the CAR Group Equity Plan and as set out in item 4(a) of the notice of meeting. If you haven't already done so, please vote on this item now. Item 4(b) pertaining to the grant of performance rights in the form of a long-term incentive for FY 2027 to FY 2029 is now open for discussion by shareholders. Do any shareholders wish to comment or ask any questions on this item? Any online?
Yes, we've received a question from shareholder Stephen Mayne. "The only proxy protest today was 11.6% against this LTI grant to Will. Which proxy advisor recommended against, and what was the issue?"
Ownership Matters were the ones who had an issue with it, Stephen, and it relates to the earnings per share thresholds. So, the proxy advisors didn't vote, obviously. They don't have shares, but the shareholders who voted against were 11.6%.
Cool.
There being no further questions, please see the valid proxies received on this resolution on screen. I now put the motion that approval be given to the grant of up to 110,026 performance rights over shares in the company to Will Elliott in respect of the FY 2027 to FY 2029 long-term incentive award in accordance with the terms of the CAR Group Equity Plan and as set out in item 4(b) of the notice of meeting. If you haven't already done so, please vote on this item now. Before we conclude the meeting, I would like to provide shareholders with a final opportunity to ask any general questions, either in the room or online. Are there any other questions in the room?
Peter Caliero again. I've noticed that over the past couple of years, debt has slowly been increasing. With interest rates on the rise, not just in Australia, but in other parts of the world, how comfortable are we with our debt levels if it means that we will end up paying more interest or the debt will have to be elongated? Are we at a comfortable level now, even with a potential rise in interest rates?
Thank you for the question. The board talks a lot about capital management, as you'd hopefully expect, particularly given our global reach and multi-currencies around the world. We've got a very active hedging policy around interest rates, so we look at that regularly. We have active hedging policy around foreign exchange equally. So, absolutely, interest rates are going in the wrong direction for us all at the moment, but we have a very active conversation and are very comfortable where our gearing is at the moment.
The other question that's been very popular this reporting season is cybersecurity. How comfortable are we with our cybersecurity stack? I noticed that we have some very valuable data, so unless our cybersecurity is up to scratch, we don't want that data stolen, basically. So, are we comfortable with our cybersecurity position?
We spend an enormous amount of time as a board, and our management spend an even more enormous amount of time on this particular topic. We, yesterday, ran a cyber simulation moment for the board. The board had no idea what was happening, and literally we played out a scenario that could have been real and may be real tomorrow. The reality is, we prepare as if it's when this is going to happen, not if it's going to happen, and I think we've got some outstanding executives across the globe in this area. But let's not kid ourselves, it's a bit like drugs in sport. The smart people are the ones trying to break in.
Okay. Thank you.
Couldn't get a more candid, genuine response.
Any other questions, comments in the room? Michael, any?
Yes, we've got one question from shareholder [Joshua Williams]. "Given the recent weakness in the share price and the confidence you've reaffirmed today in your outlook statement, has the board considered a share buyback?"
Thank you for the question. Again, as I just said, we spend a lot of time thinking about capital management. We pay dividends at 80% of our net profit after tax. So, capital buyback is something we talk about a lot, and we will continue to do so. But at the moment, there is no intention to do a share buyback. Is that the last question? Excellent. There will be no further questions. That concludes the general question- and- answer session. 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 voting. Please ensure that you have cast your votes on all resolutions. I now declare the poll closed. Please hand the cards to this. Thanks. There is always one. Take your time, mate. It is all right. Everybody is waiting.
It is good. It is all good. Thanks, mate. No worries. All the votes are cast? Excellent. I would like to thank all shareholders, both here in the room and online, for your ongoing support and for your attendance and attention today. It is much appreciated. I will now close the meeting formally. Thank you.