Morning everyone, and welcome to the 22nd Annual General Meeting of Cogstate as a listed company. My name is Martyn Myer, and I'm the Chairman of Cogstate and this Annual General Meeting. I've been fortunate enough to have been involved with Cogstate since its inception, and I'm enormously proud of what we've achieved over more than 25 years and look forward to sharing with you today exciting news about our future. First, we begin today by acknowledging the traditional custodians of the land on which we gather here physically and pay our respects to their elders past, present, and emerging. We're very pleased to welcome those of you in attendance in Melbourne and those participating online through our virtual meeting platform. The notice of Annual Meeting was duly given, and the meeting has been properly constituted. We'll turn to the resolutions later in the meeting.
I note that it's now past 11:00 A.M., and a quorum is present, and therefore I declare the meeting open. Our Company Secretaries are David Franks online, and Kristy Geddes is here on the panel at the front. The agenda for the meeting will be as follows: firstly, I'll introduce our Board of Directors and then provide a short address. This will be followed by an update of Cogstate's business activity by our CEO, Mr. Brad O'Connor, and finally, we'll conduct the formal business of the meeting, including the resolutions. Voting on the resolutions will be conducted by way of poll. Please note that only shareholders, proxy holders, or shareholder company representatives may vote. As this meeting is being conducted as a hybrid meeting, I would like to welcome those shareholders who are joining us via Automix's online meeting platform.
This platform enables shareholders and proxy holders to participate in this live webcast of the meeting, as well as ask questions and submit votes. Today's presentation includes forward-looking statements, and therefore I note our disclaimer stating that the information in this presentation is general in nature. I'd encourage all investors to consider their own investment objectives and also to review in detail our 2025 Annual Report. Questions may be submitted online at any time. To ask a question, press on the Q&A icon. This will open a new screen. At the bottom of that screen, there's a section for you to type your question. Please start your question by typing your shareholding SRN or HIN number. This will allow the moderator to identify you as a shareholder.
If you'd like to ask your question verbally, type your SRN or HIN and then type "I'd like to ask a verbal question." Once you've finished typing, please hit Enter on your keyboard to send. If you wish to ask a verbal question, the moderator will invite you to unmute your microphone and ask your question at the appropriate time. Please note that while you can submit questions from now on, I'll not address them until the relevant time in the meeting. Kindly include the agenda item number to which your question relates. Please note that your questions may be moderated, and if we receive multiple questions on one topic, we'll combine them and address them at one time. All questions should be addressed to me as the Chair. I'll either deal with the question personally or ask someone who is better placed to respond.
We'll do our best to answer any relevant question raised. I'd ask that you keep your questions short and to the point so that as many shareholders as possible have a chance to ask a question. When we reach the formal business of the meeting, voting on all resolutions will be conducted by a poll. Shareholders attending virtually and wishing to vote on the resolutions being put to the meeting can do so through the Investor Portal. If you're not already logged into the portal, instructions on how to do so can be found on the notice of meeting and on the screen. Once you're logged into your Investor Portal, you will need to register your attendance at the meeting to be able to submit votes. If you have already lodged a proxy vote, please note that you do not need to vote again through the online voting portal.
Your votes will already be counted in a poll on each resolution as per your proxy instruction. To allow shareholders time to log in, I'll now declare the poll open. Online voting is now open and will remain open until I declare the poll closed at the end of formal business. Your votes must be submitted prior to the portal being closed for them to count. If you have any problems signing into the Investor Portal, registering your attendance, or lodging online votes, please call the support number shown on the screen. To begin, let me introduce our Board of Directors. As I said, my name is Martyn Myer, and I'll start by introducing the directors joining us online.
Richard Mose, who joins us today from Chicago, Richard is a neuropsychologist by background and former Senior Executive at Eli Lilly, who brings a wealth of experience in the Alzheimer's and clinical trials fields to the Cogstate Board. Kim Nguyen, who brings more than 30 years of experience in innovation and digital technology. Now joining us here in the room, Ingrid Player, who has a background in law and brings to the Board relevant sector experience in corporate governance, risk, and sustainability. Ms. Player stands for reelection at the meeting today. Of course, our CEO, Mr. Brad O’Connor, who's led the company since December 2005 and will address the meeting shortly. I'd also like to welcome and introduce Kylie Byrne from Pitcher Partners, who was the engagement partner on our external audit. Kylie will be available today to answer shareholders' questions relevant to the audit and the accounts.
Finally, I'd like to take a moment to acknowledge the distinguished service of our recently retired Non-Executive Director, Mr. Richard Vandenbrock. Richard served on the Cogstate Board for almost 15 years, and as a former healthcare analyst and experienced investor in the US pharma and healthcare market, Richard brought incredible value to Cogstate through his intimate knowledge of drug development pipelines and industry trends. Richard continues to hold over 3 million Cogstate shares and is still in regular contact with the Cogstate team. We thank him for his outstanding service. Rich, if you're online, once again, thank you very much. Looking back on fiscal 2025, I'm proud to report a year defined by record performance, clear strategic progress, and growing momentum that sets us up for the future. As a reminder, all Cogstate financial results are presented in US dollars. Our FY 2025 results were the strongest in Cogstate's history.
Revenue increased 22% to $53.1 million, and net profit before tax was $13.9 million, reflecting almost 100% growth. Clinical trials, our core business, delivered $50.6 million in revenue, up 28%, with new contract sales surging 53% to $41.3 million. This growth, built on operational rigor and market leadership, was matched by material gains in earnings leverage. Our EBITDA margin expanded to 30%, up from 21% in the prior year, and the EBIT margin was 25%, up from 15% in the prior year. Sales contracts executed during FY 2025 were $41.3 million, up 53% on FY 2024. Pleasingly, FY 2026 has started strongly with $21.4 million of sales contracts already executed in the first quarter of this current fiscal year. Brad will provide some more color on this topic during his presentation. FY 2025 was much more than a year of numbers.
The backbone of our success has been the diversification by extending our reach into new CNS indications like psychiatric disorders, including mood disorders, rare diseases, and sleep disorders. The increase in sales contracts executed, combined with a mix of contracts and a higher mix of license fee revenue, delivered a record level of in-period revenue. By way of explanation, when we say in-period revenue, what we mean is revenue recognized in FY 2025 from contracts executed in that same year. What's also interesting is where the revenue didn't come from. In prior years, revenue growth has generally come from the initiation of a new Phase III Alzheimer's program. While Alzheimer's was important to our FY 2025 revenue result, the growth also came from other areas such as sleep and rare diseases. Across the industry, we saw renewed interest in schizophrenia, and Cogstate is pushing aggressively into mood and psychiatric disorders.
We were really pleased with our gross and net profit margins. There's an element here of simple operating leverage that exists at higher levels of revenue. However, it's also important to note that management has taken deliberate steps to make the business more efficient, including the use of purpose-built technology solutions to deliver greater operational leverage. Our profitability and cash flow have improved over recent years, and as a result, the attention of the Board has turned to capital allocation. We're still very much in growth mode, and we're investing in new products and solutions that enhance our capabilities and deliver long-term value. We have, over recent years, considered a number of investments but have not found any opportunity where the ROI of the proposed acquisition matched that of our internal opportunities.
Your Board has supported a share buyback program that's been opportunistic when we felt the share price was not reflective of our view of valuation. We've been an active acquirer of our own shares, and during FY 2025 we spent US $4.8 million acquiring our own shares at an average price of $1.30 Australian per share. Over the last two and a half years, Cogstate has bought back approximately 6% of the shares on issue. Excuse me. However, given the profile of our share registry and the tightly held nature of our stock, we're conscious that it's possible that the buyback has the potential to be counterproductive by reducing the free float of our stock. Given all of the above, and with a view to consistent growth that management believes we can deliver, the Board declared a made-and-fully franked dividend of Australian $0.02 per share that was paid last month.
To put the amount of dividend in context, the full cash outlay for the company of just over US $2 million was less than 50% of the amount spent on the share buyback in FY 2025. As we look forward, we're targeting an annual dividend payout ratio of between 20% to 50% of NPAT while retaining sufficient capital for growth and innovation. Since the release of the FY 2025 results, we have not deployed the share buyback, but we'll keep the option open to buy back shares on market when we think it's appropriate. Before I hand over to Brad, I'd like to remind all shareholders that Cogstate will hold its first-ever Shareholder Day on the 7th of November in Melbourne. We encourage you all to join us, where we will have our entire global leadership team and our partners from Medidata and Lilly in person.
Finally, as Chairman, I want to acknowledge the people behind these achievements. The dedication, expertise, and discipline throughout the organization, from Board to management to every team member, have been integral to our success. Cogstate's journey is a story of commitment to innovation, strategic execution, and genuine impact on brain health worldwide. As the field of neuroscience evolves and investment in central nervous system disease research continues to rise, Cogstate's exceptionally well placed to shape the next chapter. On behalf of the Board, thank you to all shareholders for your backing and belief in our strategy, and I'm confident Cogstate will continue to deliver value, innovation, and leadership in the years ahead. I'll now hand over to Brad for a brief update on FY 2026.
Thank you, Martyn. Good morning, everyone. Hybrid meetings are wonderful, aren't they? We're nearly rushed off our feet with the in-person attendance here, but that's great. I reiterate Martyn's comments just in terms of thanking the whole team. You know, it's a fantastic team at Cogstate, and I think particularly just want to call out the executive team, which is certainly the best that I've ever worked with, and I think we're seeing the benefit from that in terms of the results that we're booking now. I also just want to reiterate the comments in relation to the Shareholder Day on the 7th of November, we'd love to see you there. With that, let's get into it. As Martyn said, we presented our FY 2025 results with record revenue and record profitability.
As we look forward, we believe that the market for R&D in central nervous system diseases is going to continue to expand. What we're challenging the Cogstate team with is growing our market share within that growing market. Today I'm briefly going to present the ways that we're intending to expand the market for Cogstate Solutions. Firstly, what I want to do is talk about our expanded offerings. Late in the 2025 financial year, we began to build out our capabilities to offer Cogstate Solutions in psychiatric trials, including mood disorders. Our science team was bolstered by the appointment of Dr. Luca Lucic, and we have built out indication-specific training materials as part of our rota training offering in these areas.
Through the first three months of financial year 2026, we've already been awarded $6.9 million of new work in these areas, and that compares to $3.2 million throughout all of FY 2025. It's also important to note that $3.2 million of contracts that we executed in the last financial year predominantly related to the use of Cogstate digital assessments as endpoints in those trials. In this first quarter, what we've been able to do is significantly increase the size of each win through the addition of enhanced rota training solutions and data quality services in those psychiatric and mood disorder trials. Additionally, we've continued to expand our network of consulting clinicians, and it now numbers more than 360 clinicians supporting assessments in 51 languages around the world.
Not only does this network enable us to review data in local languages, it enables us to offer remote, or what we call centralized assessment in clinical trials via a telehealth style assessment. Those centralized assessments have been demonstrated to reduce variability between the assessing clinicians and reduce the error in the conduct of those assessments. From a financial perspective, centralized assessment increases award values, or the share of wallet, per study for Cogstate. As adoption grows for our central rating solutions in more studies and more assessments in more geographies, Cogstate is able to capture revenue previously allocated to site-based clinicians. Underlying our growth is our ongoing commitment to innovation. Cogstate's operational engine is increasingly enabled by automation and AI, driving efficiency and expanding margins while enhancing the value that we deliver to clinical trial sponsors.
We're preparing to launch our first AI-powered products that are made possible by our unique data sets and experience, and we look forward to demonstrating those products at our Shareholder Day next month. These products include innovations that firstly scale the impact of our expert clinicians for detecting and correcting more error in trial data, and then secondly to provide simulated immersive training experience for the next generation of clinician raters. We believe that these advancements will help amplify signal detection in trials with cleaner data and clearer insights. Today, a single assessment data point, like something like the ADAS-Cog, is reviewed on more than 100 parameters of quality by a clinician expert, such as a neuropsychologist. Given the cost and the complexity of all of that, the clinical experts review only a subset of data points on a subset of parameters only.
For us, our North Star is to review every data point for every meaningful error possible in order to maximize data quality and the opportunity to find true signal amongst the noise in CNS trials. Leveraging our unique access to expertise and data and continuous improvement loops, we believe our AI reviewer will be able to detect many errors with the same or even better accuracy than the expert reviewers, freeing our experts to focus on the most impactful data quality oversight activities, ultimately amplifying our impact on signal detection. Collaborative partnerships are a critical driver of our future growth. Our alliance with Medidata, which we announced just over a year ago now, is already showing promise. In the FY 2026 year, we anticipate that this relationship will deliver increased revenue and global reach through the integration of our digital cognitive assessments with their clinical trials platform.
The partnership integrates Medidata's robust platform with Cogstate-validated assessments and our scientific services for improved data quality in clinical trials. Medidata is a large organization, and they are the most widely adopted electronic data capture system in the market, so they bring to us exciting commercial reach. While they enjoy their strong market share in areas like oncology, they view central nervous system diseases, which is the second largest and fastest growing segment of clinical trials, as a major focus area for growth. We've demonstrated a deep commitment to the partnership with Cogstate and to product innovations to address CNS trial challenges. We also have varying levels of collaborative agreements or integrations with other smaller e-clinical companies like Medidata that are also contributing to our market expansion. Our relationship with Clinical Inc.
recently yielded a new joint preferred vendors selection by a top 10 pharma company, which we expect to see transition to deal flow in the second half of the 2026 financial year. As Martyn mentioned earlier, the FY 2026 year started really strongly. We executed $21.4 million worth of clinical trial sales contracts in the September quarter. That's our second best quarter ever recorded, and only behind the $40.8 million worth of sales contracts that we executed in the September 2021 quarter. That result, $21.4 million, is an increase of 88% on the $11.4 million we executed in the same quarter last year. When we get to the analysis of the value of the sales contracts executed in that September quarter, we see a real decrease in concentration of revenue compared to FY 2025.
Our Alzheimer's disease has fallen from 56%- 33% of value, while depression has grown from 5% to 17%, schizophrenia has grown from 2% to 14%, and narcolepsy has grown from 6% to 11% of total contract value. It's probably pretty important to note, though, that this data is for one quarter, and the spread of contracts may change throughout the remainder of fiscal 2026. Looking ahead, this time last year we reported that we were seeing an uptick in proposal volume, and that trend has continued. Each of the last four quarters, from the December 2024 quarter through to the September 2025 quarter, has set a new record for the number of proposals. Those proposals are across a range of indications from both new and old customers, reflecting the growth in reach of our commercial team.
The number of sales opportunities identified in the September 2025 quarter was 72% greater than that same quarter last year. It is pretty important to note that the number of proposals is, at best, a fairly crude indicator of activity. The metric does not take into account the value of proposals or whether the win rate has been impacted by selling via channel partners. As a management team, we need more time to determine whether we see a change in those win rates, but there is no doubt that our channel partnerships are driving an increase in activity or shots on goal. I'll turn now to our expected financial results for the first half of the 2026 financial year.
Subject to the contracts that we execute between now and 31st of December and the revenue yield that we get from those in the first half of this year, we expect revenue to grow by approximately 18% to 20% compared to the previous corresponding first half of the 2025 year. That is a result that will closely align with the most recent June half-year period. In respect to the margins for the December half-year period, we reiterate the comments that we made in August on the release of our 2025 financial results. We continue to invest for growth with both direct and operating costs increasing from 2025 to 2026 year. The increase in both proposal volume and sales contracts confirms that the investment in direct costs has been well-timed to ensure our quality delivery for all of our customers.
Similarly, our investment in technology, which we highlighted at the release of the 2025 results, is well-timed, and our customers have reacted really favorably to demonstrations of the new products that we plan to release. At this time, we are not able to provide definitive guidance in respect to the full year FY 2026 results due to the volume and value of sales opportunities that are outstanding at the moment and the potential impact on forecast revenue of those sales opportunities. The Cogstate management team remains confident that we are witnessing an increase in total R&D spend in CNS diseases. Further, we believe that our expansion in new indications, our new products, and the impact of our channel partnerships will allow us to grow market share within that growing market.
As a Board and a management team, we're continuing to invest for growth and to ensure that we have the necessary resources to deliver for our customers. Our business has already demonstrated the financial leverage that exists, and as we grow revenue, we're confident that we will continue to grow cash flow and profits. I want to thank all of our shareholders for your support of our business, many of you over a long period of time, and we look forward to delivering value for you.
Thanks, Brad. Now I'll turn to some questions on both my comments and Brad's. As a reminder, to ask a question, press on the Q&A icon. This will open a new screen. At the bottom of the screen, there's a section if you type your question. Please start your question by typing your shareholder SRN or HIN number.
This will allow the moderator to identify you as a shareholder. If you'd like to ask the question verbally, type your SRN or HIN number and then type, "I'd like to ask a question verbally." Once you've finished typing, please hit Enter on your keyboard to send. If you have a request to ask a verbal question, a moderator will invite you to unmute your microphone and ask your question at the right moment. I'll first take questions from the floor, followed by questions submitted via the virtual meeting platform. This will be the format and order for all question sessions during the meeting. Are there any questions from the floor regarding last year or Brad's comments about this year? I might.
Just wait for the microphone.
Hi, Michael here. Quick question. You mentioned that Q1, the number of proposals are up around 70%. Would you be able to quantify the percentage of them that are from e-collar partners versus organic ones that you have directly?
Yeah, there's no doubt that we've seen that part of the increase we've seen in proposals has been driven by the channel partnerships. If we look back, we announced the partnership with Medidata back in November or October of last year. We trained the sales team in February of 2025, and then we started to really see some movement in terms of joint proposals in the June quarter, and that sort of continues. That's certainly part of the growth that we've seen in the proposal number. We've seen growth beyond that just in terms of Cogstate organic opportunities as well. We're seeing it from both sides, but certainly the Medidata partnership is a part of that.
There may be an obvious answer to this question, but is there any reason why the September quarter stands out? I mean, most of the research is in the U.S., and they operate on a calendar year basis. I'm just curious why the September quarter has been record in two years in a row.
I don't think so. I don't think there's any seasonality in it. I think it's just, you know, if you look back over, say, you know, the last 10 years, the September quarter doesn't stand out. It's just, you know, it's just opportunistic.
Other questions from the floor?
Hi, it's Simon here. Are there any headwinds due to the Trump administration and the change in spending in healthcare in the U.S.?
I think really the thing that impacts us more than perhaps some of the broader changes are changes that might happen at the FDA as opposed to general changes to healthcare policy in the U.S. We've not seen a slowdown in terms of activity, in terms of review of protocols, type C meetings, those kinds of things. We haven't seen that impact our customers as yet. It doesn't mean that it won't into the future. I think the current government shutdown really hasn't, it's only been going for a couple of weeks, so that hasn't factored in yet to any of our activity or any of the things that we would look at. I think watch this space, but so far, no.
I think it'd be fair to say that the big pharma take a very long-term view on research and drug development. I mean, Lilly's been hard at work in Alzheimer's disease for decades. No more from the floor, so we'll have some from online.
Yes, thank you. Perhaps not surprising, two questions that are also focused on the first quarter result. Congratulations on the September quarter contract sales growth, 80% up on PCP. Despite some seasonality, given the growing proposal level, would you expect the H1 contract execution to follow a similar growth trend of 50%+ on PCP?
Yeah, look, I think it's always really hard to comment on when contracts are going to execute, even when we've got really good visibility in terms of opportunities. Sometimes even when we know we've been awarded work, there still can be the timing of freeing of budgets within large pharma companies especially, which sometimes can accelerate into the end of the calendar year and sometimes can slow down as they're managing their internal budgets. With all of that as a massive caveat, what I'd say is that certainly the proposal volume is really strong, and we'd expect this sort of growth to continue into the December quarter, but subject to timing of execution.
Thank you. We have one further question. The September quarter contract execution grew exponentially in the non-Alzheimer indications on PCP. Historically, has the sales on non-Alzheimer clinical trials converted to revenue faster or slower compared to it? Is there much gross margin differences between the two groups? Just as a follow-on to that, could you please also comment on the latest trend in Alzheimer clinical trial contract execution? I ask this because it's not straightforward for investors to assess as the PCP September quarter 2024 saw large gross sales offset by trials cancellation.
Yeah, really well-considered questions. You can apply for a job on the management team anytime you're interested. I think to answer the questions in order, no change in terms of gross margins depending on the indications. That's fairly straightforward. In terms of revenue recognition and timing, it's not really Alzheimer's versus others. It's really the size and the length of the trial. If we're doing a trial in preclinical or what we call presymptomatic Alzheimer's disease, that trial might have a treatment window of five years, and allowing for recruitment and to get everyone, all the patients, through that treatment window, you might be looking at an eight-year study. That's obviously unusual. If you take out the phase three Alzheimer's trials, the revenue recognition or the timing of the revenue yield from different indications is roughly the same.
It's those really large ones that could be, in our history, $20 million, $30 million, even $40 million contracts for us. The revenue just yields over a really long period because the trials are really big, and that references the value of that sales contract. That's really the difference. To the specific question around the September quarter, you do see a really good variability or spread, as you mentioned, in terms of the different indications, which I think you can read into that what you've got is a reasonable number of relatively small-value trials. I think it's fair to say that the smaller trials yield revenue quicker than the larger trials just because they just don't go through as long, right? The revenue yields over the length of that trial.
To the last part of the question in terms of the difficulty, as an investor, monitoring what is the impact of Alzheimer's disease trials and what does that trend look like, we hear your pain. We have the same difficulties in doing that. If we go back to the first quarter last year, it was really well pointed out that we had a large gross value of contracts offset by some adjustments. I think as much as anything, that reflected a move towards earlier stage disease intervention. The change in those studies reflected that. I don't think you can look at that as, I would suggest you look at that as a one-off as opposed to anything that you would see going forward.
In terms of more broadly looking at the opportunities in Alzheimer's disease, we're seeing a real increase in terms of the number of pharma companies that are looking to invest in Alzheimer's disease. You can look at M&A activity in the space, the in-licensing of different assets, the acquisition of companies, understanding that large pharma nowadays don't do as much drug discovery as they used to do and really look at the smaller biotechs as a source of drug discovery. I think looking at M&A and in-licensing as a proxy for future R&D spend is not a bad way to look at Alzheimer's disease R&D.
Thanks, Brad.
Thank you. There are no further general questions.
Okay.
As there are no further questions, we'll move on to the formal portion of the meeting, matters requiring resolution, which are outlined in the notice of annual meeting. Before moving to the various resolutions to be considered today, let me outline the procedures for today's meeting. As I mentioned earlier and as set out in the notice of annual meeting, each of the resolutions will be conducted by a poll. In accordance with the company's constitution, the Directors have determined that each shareholder who is entitled to attend and vote at the meeting is entitled to direct a vote on a resolution. These procedures ensure that the views of as many shareholders as possible are represented at the meeting. The result of the polls will be declared and released to the ASX as soon as possible after the conclusion of the business of this meeting.
For the purpose of the poll, I appoint Dean Ryan of Automix Proprietary Limited, the company's share registry, who has examined and prepared the summaries of the proxy forms received to act as the returning officer and to conduct the poll. Dean is online and running the virtual meeting with representatives of Automix, also here in person at the meeting. Only shareholders, proxy holders, or duly appointed representatives are entitled to speak, either in person or through the virtual portal, or vote at this meeting. Those shareholders in attendance physically that are entitled to vote on the poll are all shareholders represented as an attorney of shareholders and proxy holders who hold one of the yellow voting cards. If you're attending in more than one of these capacities, you will have been issued with as many voting cards as you have separate capacities.
If anyone believes they're entitled to vote at this poll in any capacity but does not yet have a yellow voting card in respect thereof, please raise your hand now and a member of our share registry team will assist you. At the appropriate time, I'll ask you to mark your vote for the resolution on the yellow voting card. If you're a shareholder and wish to cast all of your votes for a resolution, please place a mark in either the for, against, or abstain box next to that resolution. If you wish to split your votes, please write the number or the proportion of votes you wish to cast in the corresponding for, against, and abstain boxes. Please note that the sum of the split votes must not exceed your total holding.
If you're a proxy holder, a summary of the votes to which you're entitled has been attached to the voting card. If the summary of votes includes discretionary votes, then these are yours to cast at your discretion. If you wish to cast the discretionary votes, please place a mark in the corresponding for, against, or abstain boxes. If your summary of votes does not have any discretionary votes, you do not need to mark your voting card and will simply need to hand it to the returning officer at the end of the resolutions. After all the resolutions have been read and voted upon, please place it in one of the ballot boxes that will be circulating in the room. For those of you who vote using the virtual meeting platform, I remind you that the process was outlined at the commencement of the meeting.
You'll first need to sign into your Automix investor portal and register your attendance at the meeting before voting. Voting instructions after you've registered are shown on the screen. Proxies have been inspected, and all of those validly lodged have been accepted. Proxies have been received, representing approximately 120.5 million shares, or 70.4% of the issued capital of the company. As Chairman of the meeting and having been appointed as a proxy for a member entitled to vote, as detailed in the notice of meeting, I will vote where authorized, all undirected proxies in favor of each resolution. If you have any questions about casting your vote online, please refer to the online platform guide or call us on the number set out in the guide or on the screen in front of you.
At the time each resolution is considered, the resolution will be displayed along with the proxies received. I reserve the right as Chairman to rule questions as not pertaining to the meeting or out of order. I will now take questions from shareholders on the procedures for the voting on the resolutions. Are there any questions from the floor on the procedures? A little complicated because it's hybrid, but that's technology. No questions from the floor. Any questions online?
No questions.
On the procedures? Now we'll move on to the receipt of the financial statements and reports and the resolutions of the meeting. The first item for consideration is consideration of receipt of the financial statements and reports of the company for the year ended 30 June 2025. There'll be no vote on this item, and it's a discussion item only. The company's auditor for the 2025 financial year, Kylie Byrne of Pitcher Partners, is present to take questions relevant to the conduct of the audit and the preparation and content of the independent auditor's report. I'll now take questions regarding the financial reports or the reports of the directors and auditors and questions relevant to the conduct of the audit and preparation and content of the auditor's report. Are there any questions from the floor regarding the financial statements? No questions from the floor.
Rebecca, are there any questions from the virtual platform?
There are no questions.
We will now proceed to the resolutions set out in the notice of annual general meeting. Please note that questions relating to the resolutions will be taken altogether after all the resolutions have been presented to the meeting for consideration and before the voting poll closes. We won't take questions one by one. We'll do it all at the end. Resolution one is to consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: the adoption of the remuneration report as contained in the company's annual financial report for the financial year ended June 30, 2025. The wording of the formal resolution is shown on the screen. As Chairman of the meeting and as outlined in the notice of meeting, I intend to vote all open proxies in favor of this resolution.
The proxy and directed voting position is now shown on your screen. Given that the next resolution relates to my reelection as a Director, I'll now hand briefly over to Ingrid Player to chair this portion of the meeting.
Good morning, everyone. Resolution two is to consider, and if thought fit, pass with or without amendment the following resolution as an ordinary resolution: the reelection of Mr. Martyn Myer as Director. Mr. Martyn Myer, a Director of the company who retires by rotation at this AGM in accordance with the company's constitution and ASX Listing Rule 14.4 and being eligible, offers himself for reelection, be reelected as a Director of the company. Martyn's credentials are detailed in the explanatory notes to the notice of annual general meeting, and I note that Martyn is Chair of the Board, Chair of the Remuneration and Nomination Committee, and is also a member of the Cogstate Audit Risk and Compliance Committee. The wording of the formal resolution is shown on the screen.
As Chair of the meeting and as outlined in the notice of meeting, I intend to vote all open proxies in favor of this resolution. The proxy and direct voting position is shown on the screen. I will now hand back to Martyn to chair the remainder of the meeting.
Thanks, Ingrid. Thank you. Resolution three is to consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: the reelection of Ms. Ingrid Player as a Director. Ms. Player, Director of the company who retires by rotation at this AGM in accordance with the company's constitution and the ASX Listing Rule 14.4, and being eligible, offers herself for reelection, be reelected as a Director of the company. Ingrid's credentials are detailed in the explanatory notes to the notice of annual general meeting, and I note that Ingrid is Chair of the Audit Risk and Compliance Committee, as well as a member of the Remuneration and Nomination Committee. The wording of the formal resolution is shown on the screen.
As Chair of the meeting and as outlined in the notice of meeting, I intend to vote all open proxies in favor of this resolution. The proxy and direct voting position is now shown on your screen. Resolution four is to consider, and if thought fit, pass the following resolution as an ordinary resolution: the renewal of the employee equity plan. The employee equity plan was previously approved by shareholders at the 2022 AGM. This resolution seeks shareholder approval for the renewal of the plan without any other amendment for the grants of awards under the plan in accordance with the ASX Listing Rule 7.2, exception 13B, for a further three years. Subject to shareholder approval, this renewal will continue for three years, at which time it must be further renewed or it will expire.
If this resolution is approved by shareholders, issue of awards under the plan will not take up capacity up to the maximum number approved under Listing Rule 7.1. If this resolution is not approved by shareholders, the issue of awards under the plan may still be made but must fall within the applicable annual issue limit under the listing rules at the time of issue. The Board intends to continue to make regular grants of options and performance rights under this plan as part of its LTI arrangements. A summary of the key terms of the employee equity plan is set out in Annex A of the notice of meeting. The formal resolution is shown on the screen. As Chair of the meeting and outlined in the notice of meeting, I intend to vote all open proxies in favor of this resolution.
The proxy and direct voting position is now being shown on your screen. Resolution five is to consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: the issue of 591,822 performance rights to Mr. Brad O’Connor, Managing Director and CEO. The company's employee equity plan was approved by shareholders of the company on November 4, 2022. Under ASX Listing Rule 10.14, shareholder approval is required for a director to acquire securities under an employee incentive scheme. A summary of other material terms of the performance rights is set out in Annex B of the notice of meeting.
The company is issuing the performance rights as a form of equity security, as it is a cost-effective non-cash incentive which creates share price alignment between executives and other shareholders, but does not provide the executive with full benefits of share ownership, including dividend and voting rights, unless and until the performance rights vest and are converted into shares. The performance rights will be issued as soon as possible after this meeting. However, in any case, no later than 12 months after this AGM, if approved by shareholders. The performance rights are being issued for nil cash consideration pursuant to the terms of the plan, and the material terms of the plan are set out in Annex A of the notice of meeting. The formal wording of the resolution is shown on the screen.
As Chair of the meeting and as outlined in the notice of meeting, I intend to vote all open proxies in favor of this resolution. The proxy and direct voting position is now shown on your screen. I will take questions regarding the four resolutions and any other questions from shareholders. This is the last opportunity for shareholders to ask any questions regarding voting or any other matters that they may have before the meeting is closed. Are there any questions from the floor regarding the resolutions? No questions from the floor. Are there any questions online, Rebecca?
There are no questions.
No questions online. Thank you very much. As there are no further questions, that concludes the resolutions to be voted on today. Can all shareholders voting online please now ensure that they have submitted their votes? For those shareholders who are attending physically, I now invite Dean, who's at the back of the room here, to collect your yellow voting cards. I'm just checking with David that the voting has concluded online. As there have been no further questions, I declare the poll closed. Please note, as Automix will need time to count and audit all the votes submitted online today, the results from this meeting will be announced to the ASX after the completion of the meeting. That completes the formal business of the meeting. With no other business to consider, I now declare the meeting closed at 11:54 A.M. I thank you all for your attendance. Thank you.