Clover Corporation Limited (ASX:CLV)
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AGM 2023

Nov 23, 2023

Rupert Harrington
Chairman, Clover Corporation

Good morning, ladies and gentlemen. My name is Rupert Harrington, and I am the Chairman of Clover Corporation Limited. I welcome shareholders and visitors to the 2023 Annual General Meeting of the company. The meeting is being webcast at the same time as we are holding a physical meeting from the offices of Christie Spac es in Melbourne, as advised in the notice of meeting. We are not recording using a visual medium, like here today. The company secretary has informed me that a quorum is present, and therefore I formally declare the meeting open. I acknowledge the traditional owners of the land on which we are meeting. I pay my respects to their elders, past and present, and the Aboriginal elders of other communities who may be here today. Thank you for attending in person and online.

We are again using the Computershare platform to host the meeting. The platform allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. Only shareholders, proxies, and corporate representatives have the ability to ask questions and to submit votes. Before we proceed, I would like to introduce to you other members of the board. To my left is Peter Davey, Managing Director and CEO.

Peter Davey
Managing Director and CEO, Clover Corporation

Good morning.

Rupert Harrington
Chairman, Clover Corporation

Graeme Billings, who is Chair of our Audit and Risk Committee.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Good morning.

Rupert Harrington
Chairman, Clover Corporation

Toni Brendish, who is up for re-election today and strongly supported by the board. Also, Ian Glasson, who is head of Rem and also up for re-election today with strong endorsements in the board, and-

Toni Brendish
Non-Executive Director, Clover Corporation

Good morning.

Rupert Harrington
Chairman, Clover Corporation

and Dr. Simon Green. Also present is Andrew Allibon, the Company Secretary and CFO, and also present is Hazel Masters, representing our auditors, PKF. Hazel will be available to answer questions on the accounts at the appropriate time. To attend this meeting, you will have downloaded the link as supplied from the notice of meeting and enter the credentials provided to you that recognize you as a shareholder or proxy. Alternatively, you may have entered as a visitor or as a guest. I propose that the notice of meeting, dated the eighteenth of October two thousand and twenty-three, which was mailed to shareholders, be taken as read. I would also like to address general housekeeping around questions and voting before we proceed further. Questions can be submitted at any time during the meeting.

Online, we ask you to ask a question in the app: press on the Q&A button icon. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting, either when the particular item of business is open for discussion or after the close of business, but before the close of the voting polls. I ask that in the interest of time and to allow as many questions as possible to be addressed, please try to keep your questions to a moderate length. Please also note that your questions may be moderated where we receive multiple questions on one topic. These will be amalgamated. By phone, if you wish to ask a question, please note that the phone number on the Computershare platform and follow the directions to join the available question queue.

Please mute your webcast if you choose to use this method, to avoid audio feedback. Finally, due to time constraints, we may run out of time to answer all of your questions. If this happens, we will answer them in due course via email or by posting responses on our website. In accordance with current practice, voting today will be conducted by way of poll on all items of business. I will shortly open voting for all resolutions, and if you are eligible to vote at this meeting, a vote icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. You have the ability to change your vote up until the time I declare voting closed. This is shown at the bottom of the vote page, as noted on the slide.

In the unlikely event that we experience a loss of signal with the webcast, please do not log out of the application. We have a backup webcast screen running, which will automatically appear in the Computershare application within about 30 seconds of the initial loss of signal. Finally, voting on every resolution will stand open until the end of the meeting. I will communicate when voting closes. This concludes the housekeeping on questions and votings. Before we move to the formal business of the meeting, I would like to present my chairman's address. The past financial year had been a challenge, but a positive one for Clover. We experienced outstanding growth in the first half, reaching AUD 44 million in revenue. This was partly driven by manufacturers building inventories in anticipation of the introduction of the GB licenses in China that enabled them to continue sales while applying for licenses.

Many international and Chinese manufacturers have acquired GB licenses and have initiated the production and sale of new GB licensed product. However, there is still an overhang of old stock that is slowing our sales.... Peter will elaborate further on this shortly. Overall, we reported a 30% year-on-year revenue growth. Growth through product innovation continues to be a strong focus for Clover. The R&D team is making best use of the new laboratory and pilot driving facilities completed during the prior financial year to accelerate new product developments. Our current focus is developing encapsulated products incorporating choline, probiotics, and other bioactives that extend identified market opportunities for our customers. We initiated the commercialization of Premneo. This product offers the potential to significantly improve the IQ of preterm babies fed with Clover's unique omega-3 emulsion, as reported in the New England Journal of Medicine.

Distributors have been identified, regulatory chain challenges are being addressed, and potential manufacturing partners are being assessed. Business development in this sector requires diligence and patience. However, we are encouraged by the positive response from the neonatal clinicians. We have progressed with the commercialization of Gelphorm, our DHA emulsion designed to fortify UHT drinks. Now it's shown in the USA in a UHT non-dairy milk and on trial with customers in the USA and Asia. Our new product development programs continue to provide growth opportunities outside of the infant formula sector. The commercial lead time for products developed by Clover remains lengthy due to accreditation processes and shelf life testing. Our priority is to develop products that provide a solution to an existing customer problem and a substantial market opportunity. Our experience is that such products generally have a strong, sustainable, competitive market position once in use.

We're confident that our strategic investment with Melody Dairies will meet our investment objectives following the recent shareholder and management changes. As a global niche business, we're exposed to geopolitical, supply chain, and other macro market issues. At times of uncertainty, this has a negative impact on our working capital. The current transition in the significant China infant formula market is positive for our products, and we believe that this will provide opportunities for Clover. Our infant-encapsulated DHA product is approved for use in formula licenses of the top five infant formula manufacturers in China. Finally, on behalf of the Board of Directors, I extend my sincere thanks to you, our shareholders, for your continued support. I also want to acknowledge the dedication of our employees and management in responding to the fluctuating demands of our customers throughout the years.

I now pass to Peter to make his management presentation.

Peter Davey
Managing Director and CEO, Clover Corporation

Thank you, Rupert. Thanks, shareholders. So I'm going to present the managing director's report for the financial year, FY 2023, and additional to that, we've made some updates to marketplace, which I think everybody's quite interested in. So the financials and things will be very much about last year. We don't have numbers regarding this year. So the first slide, as I turn to the vision, values, and purpose for the statement of business. So our vision is to optimize the health and development of adults, infants, and children. We do two good things. Our business lives by three values. These are the core of which really all actions take place in our company, and I'm pretty proud of. Respect, response, and responsibility, the three Rs.

They are a really good guide for which our employees work with each other, with our customers and the community. The purpose statement of the business is in collaboration with key market participants, it's our customers. Clover develops customized, high-value nutritional ingredients that enhance the well-being and dietary needs of their customers. We really help our customers solve problems so they can provide finished products to the marketplace. And it does put Clover in a very unique position, where most of our competitors are supplying hundreds of products, we're providing solutions with products to our customers, same glass and world scale. Let's turn to the full year performance highlights. The next page. Thank you. The total year revenue for FY 2023 was virtually AUD 79.9 million, which was a 13% increase from the prior year of AUD 70.7 million.

It was certainly driven by a high demand for increased production in the first half of the year, where customers built inventory in response to the China GB standards, and I will provide you with a fairly lengthy update regarding that position. Our net profit after tax was AUD 6.2 million, down 13% on the prior year. That was really driven by an increase in our operating expenses. Coming out of the COVID period, we did a lot more in terms of operating expenses, which were up AUD 32.3 million. We were impacted by general inflation as the rest of the world was. That continues in the market, and we did extensive travel and marketing, which I'll give you some more flavor of.

Really pleasingly in the result, we've added new customers with some of the new products we've launched in the marketplace, which continues to diversify our market, our base. That's helping us in the current market. We are continuing to supply our other segments, which we call them internally, as growing and continues to grow the business. Our inventory position was AUD 36.9 million at the end of the year. It was probably down a little bit on the half year, which was at AUD 41.1 million at the first half. So we did eat through some inventory. It still stands high. Our balance sheet is strong, AUD 9.4 million. We usually need a good cash position because our purchases are quite lumpy through the businesses.

We make some very large purchases once in time, and the board announced a final dividend for the year of AUD 0.0075, which brought our full-year dividend to AUD 0.015. So a good continuing tradition of the business. We're in the business of supporting our shareholders. I'll turn to the FY 2023 update slide. Throughout the year, COVID was still a priority for us, as it is right now. It's still with us. We've managed to get through the marketplace without having COVID impact our workplace or any other health and safety issues. The first half of the year, as I said, was a record-breaking for us, AUD 44.4 million.

So last year, when we were sitting in this room 12 months ago, we had a record first half, and it doesn't take long to change that, but it just shows you really how quickly this marketplace can change. The conditions in which we operate will vary, and they generally vary. Someone said to me when I started in this business, "If you don't like what's happening now, just wait 3 months because it's going to change." I've been here 10 years. Every 3 months, it changed, so it will change again. We're in a short-term hiatus. The second half slowed to AUD 35.5 million, and that's been the supply position going forward. Our inventory position really allows us to manage that, some of that fluctuating demand. We went from peak to low, and we need to be able to respond to market.

Most of our customers don't know what the next three months looks like, stage. And so we are in a unique position that when fluctuations occur, we can supply it, and that gives us an ability to be able to pick up orders where some of our competitors don't. We've had to really recover from very high inflation, some issues around COVID. Our raw material prices have increased, energy prices have increased, our labor costs increased. We've done a lot to maintain our gross margin position, which was a reflection in our results. We had price rises across the marketplace. We had to put two price increases in the marketplace across last year, and we changed sourcing options with a lot of our products.

And that was 1, driven by trying to get cost reductions, and 2, the recovery out of COVID, where we learned that we couldn't be reliant on 1 or 2 suppliers of any input. Post-COVID, we needed to revisit a lot of the projects we did. So we increased our travel into the marketplace. We effectively hadn't gotten on an airplane for 2 years, so we spent a lot of money on travel. In terms of getting out and visiting customers face-to-face, we doubled the amount of trade shows we attended. We attended 8 international trade shows in 1 year. That is a significant cost burden to the business because it's a very expensive process. They're all in other countries.

But it's also a really good effort from all the employees in our business, and they spent eight months of the year away from home, going out and doing these trade shows and developing short-term, but very much long-term opportunities for the business. And that's really necessary in what we do. I'll turn to the sales by geography slide. Bit of a tale of a few different markets here. In Europe and the Middle East, and I'll dwell a little bit on this for a bit. It was a really good outcome. We saw back in 2019 financial year, the new EU license that came through, which required infant formula manufacturers to increase their level of DHA. In 2020, we saw a small spike. We picked up about AUD 6 million for the business.

We would have thought at that time, we would have got a much quicker, larger response, but it really took 4 years, in 2023, for that response to really come through. That's really the slow adoption rate of new standards coming in through the marketplace. While there was a legislative change that occurred in our financial year, 2019, with early 2020, we didn't really get the impact of it until 2023. It takes time for manufacturers in the marketplace to get the changes in. We've seen a good shift in our business in Europe, and we are still benefiting from that, that benefit today. We're still seeing customers come to us for changes in their product.

In Asia and ANZ, we saw a really strong half in the marketplace, but it's really slowed down in the second half as we indicated to the marketplace. A lot of our customers built inventory, and they've been sitting on that inventory. Australia and New Zealand, quite specifically, slows down. They are heavily reliant on exports into the China marketplace. The Americas, really a story of one major customer, one significant customer, withdrew a brand from the marketplace, which dropped our revenue by about $1 million in the marketplace. And pleasingly, we've just picked up a new customer, which we'll talk about here, that's starting to see some better results come out of there. But really, Americas, for us, is a significant opportunity that we will see going forward. The next slide, which is the full year 2023 results.

This is an overview of the PNL, and I'll run through this fairly quickly. 13% year-on-year improvement, which was really quite good given the second half slowdown. The price increases and cost reductions that we put in place across the business supported our general margin, our gross margin position. We attended a lot of trade shows, which really increased our operating costs, and our impact really was impacted by the market and our development costs that we were investing in. So we reduced our impact position as a percentage. The next slide is the balance sheet. So the snapshot. We continue to manage our cash quite well. Even in a volatile market, we still end up with a AUD 9.4 million cash position, gives us a good business to operate from.

We operate the business out of that cash flow, which is a comfortable position to run the business. We use debt to invest further in the business. Our trade receivables were down relative to the second half slowdown. Our raw material position and inventory was impacted by that, but we still reduced that. So in the first half, our inventory was at AUD 41.1 million, so we've got a reduction down to AUD 36.9 million, and we're continuing to drive our inventory positions. Our payables reduced in line, but we weren't having to buy so many raw materials, which is the logical outcome of slower production in the second half. The next slide, which covers Melody Dairies, and so that really covers most of what happened in them from last year.

The rest is a bit going forward. Melody Dairies, the New Zealand business that we invested in, Clover and one of its other partners, Landcorp, has purchased or bought out one of the other partners in the business called Food Waikato. And so they have ceased to be a shareholder in the company. Clover increased its shareholding by 2%, whereas Landcorp bought 9%. So we've taken out one of the shareholders. And why? One, we need capacity for the future. It is a strategic investment where for us to get more growth, we need more capacity to actually be able to produce that product. It also has an entry into the China marketplace. The trading relationship between New Zealand and China is fantastic. So, Food Waikato had the management rights to run the facility.

We haven't been getting the results that we wanted out of that, so we have effectively changed the management by buying out the management group that ran it. It's given us the ability, and we are in process right now, so this is very real time, of we have changed the management. We've invited people to reapply for all their jobs, and over the next month, we expect to take over the management of that facility of Melody Dairies. We are a shareholder in the business, but we have more, obviously, say in the way that business will be managed in the future. In that way, we should be able to recognize the improvements that have been made. We have made significant productivity improvements, so we can run the factory now at nameplate, where we actually designed it to be built.

That required equipment, which was held up for a very long period of time due to freight conditions and, and production of equipment in Europe. That's all in place, and we're getting full productivity out of the site. Over the next 12 months, we expect to see the productivity improve and get the management right to be able to run that business as we see fit. In the second half of last year, Melody Dairies serves a whole lot of customers, and our customers are making infant formula market product. And where we saw the slowdown, so did that whole facility. So its second half slowed down for our product, but also other, other infant formula products that are being produced in that facility. We recognize our component of the loss associated with that was, which was in our final accounts. Next slide, just an overview.

We're going to update on the growth platforms of the business. We generally talk about that in terms of new products, our focus on infant formula and new market development. So these are a bit updated from what was previously presented to the marketplace with some additional commentary. So if I turn to the next slide, around Premneo, we informed the marketplace that we had the outcomes of a long-term clinical trial with preterm infants with a proprietary emulsion product. Those results were published in New England Journal of Medicine, and it improved that we can improve the IQ of preterm infants, which is a wonderful outcome. We're all very excited. Then we did the regulatory side of it. To actually be able to sell this product, every marketplace requires individual registration of the product.

It's not an easy process, but we are doing it. We have a third-party company that's actually conducting the process for us. It's going to take 12-24 months to get through that process. Some markets will get earlier, some markets later. It's a bit of frustration for us, but it's also a frustration for the neonatologists in the marketplace because they keep ringing and saying, "Where's the product?" We can't literally sell it until we have regulatory approval to do it. We have successfully made the product, and we have a partner in India that will be doing the packaging of the product, so it has to be packaged under the pharmaceutical grade, and we can do it in India at a very cost-effective base. That partner gives us 38 countries of distribution immediately.

So that a lot of the parts, pieces of the puzzle are in place, but we can't sell it to any of those countries until we get the regulatory approval. It's a bit of the cart before the horse. So we are seeking partners, and we're developing marketing plans. We're actually in the marketplace right now doing market research with neonatologists. I myself have been out visiting hospitals and talking to doctors. It's got good acceptance. It's just getting it over the line. It's a really exciting potential new growth market, new product, and completely different segment of the marketplace for Clover to operate in the future. So it's a great path for future growth and the potential of what the company. The next slide talks about other new products that we've got in the marketplace.

During last year, we acquired 23, we introduced four new products. So developments for specific customers. We recognize sales of all those products. One of those is called GelForm. So GelForm is a DHA emulsion product that can go into UHT or ESL or extended shelf life products. We have customers across the USA and Asia with product on trial, which is exciting. And we have already seen the launch of a non-dairy UHT product in the USA. It's been released through the Target stores in America, so it's currently being sold in them. I met with them two weeks ago in the U.S. Very happy with the product. They're looking at extending the pipeline for the product and the performance, so it's very good. We also have a whole lot of other pipeline products, so we're always looking at the future.

We're doing microencapsulation of choline, probiotics and other bioactives. Some of these will be out in 12 months, some of them will be out in 4 years. So there's a good pipeline of new opportunities for the business, that will see us in good stead for the future to continue to grow. Infant formula continues to provide opportunities, so the GB license change in China required infant formula manufacturers, if they wanted to sell through the retail channel, they had to include 15 milligrams of DHA. I'm sorry, could you move to the next slide, please? Thank you. So GB license required customers to move. It opened a significant and does continue to open a significant opportunity for formula.

Many of the Chinese infant formula manufacturers were using 5 or 10 milligrams of DHA, and they've had to increase to 15 at minimum, quite a few are moving to 20. So, our technology fits that. It can be used in infant formula without any sensory issues. You can imagine putting double to triple the amount of fish oil or algal oil into a can of infant formula can create some significant problems, smell and taste. And microencapsulated, encapsulated powders don't have smell and taste, and allow you to get 30 or 40 milligrams of content in a can of formula.

We've done quite well in being incorporated into the license applications of some of the top Chinese infant formula manufacturers, but also the Western infant formula manufacturers, that had to apply for a license to get, to be able to sell through the retail channels within mainland China. This requirement was known back last year, and customers didn't know when they were going to get the license. What they had was an opportunity to build inventory up to the end of February, and they could continue to sell that product into the retail market, so they didn't lose their shelf space position, and they didn't lose their brand position in the China marketplace. So they produced a lot of product since this time last year. We had a record half year. It was wonderful. That product hasn't moved very fast off the market.

So one, they overproduced, they filled the channel, warehouses and retail stores. And then China's had a significant reduction in birth rate on top of that. So you've got this oversupply of inventory that's sitting on the shelves and warehouses, and a lower birth rate causes a lot less demand. But that's, that's probably the current situation that we're seeing. It's a point in time. It will change. Like last year, we were at the highest we've ever been, so it will alter in, as I said, three months' time, you'll see another change in some markets. It's going to happen. We expect that we will see improvement in our demand as that inventory position changes, and I'll talk specifically about that in a further market update. One of the really pleasing things coming forward is 2024 is the Year of the Dragon in China.

It occurs every 12 years. Traditionally, Chinese people like to have babies in the Year of the Dragon. So we are hoping, and I'm sure the Chinese government is hoping, that we see the current decline in birth rates, one, being caused by that, but arrested by the fact that it is the Year of the Dragon. Last time in 2012, when that occurred, there was about a 1.5 million baby increase year on year. It actually led to a further increase ongoing. Let me just, just hope that occurs. The next slide about new market development. I talked earlier about the EU market change, and the EU changed back in 2019, or the financial year of 2019. We saw an instant improvement in our demand.

They moved from an average of 10 milligrams of DHA to 20 milligrams of DHA. We qualified with many, many customers. We picked up some initial business, but a lot of it was slow to start. A lot of our potential customers chose to go with cheaper options than what they can buy with us, but many of them failed, and it took them 3 or 4 years to make the change, and now we are seeing them return to us. So and we are seeing exactly the same thing in China. We have qualified with multiple manufacturers. They're going with the cheaper options... But they'll go through the same as their product will fail, and we will win them in the long run.

So in Europe, currently, we have won a significant amount of new customers, and we still have other customers that we're currently testing with today, and we expect to win that business in the future. So it drives opportunity for us. The China one is just particularly iceberg, and we are very small in the context of the entire China marketplace. There is a massive opportunity for us to be able to pick up further business within that marketplace. It will take some time. We have extended our distribution and I should talk to the spray dryer. We put a spray dryer into, so it's not insignificant, a spray dryer into our R&D business within Brisbane.

We have traditionally used third-party spray dryers to be able to accelerate our R&D development and to control our intellectual property we've invested in our own. So it's a small production spray dryer that allows us to move from desktop to production scale in our own facility to be able to accelerate production, which is wonderful. In the last financial year, we were able to bring four products to marketplace. That would have been a minimum of an additional 12 months for this. So it's helping us already. Across the world, we continue to try and expand our presence. So in the last 12 months, we've appointed distributors in Turkey, Japan, Korea, and India. Not insignificant marketplaces. We've already seen some business come out of Japan.

The others haven't delivered anything yet, but the expectation is that those distributors will start to represent us and get us further business in, in those markets as well. Quite impressive, some of them. And a lot of that came from additional trade shows we did. So as I said earlier, we did 8 trade shows last year. Not at, not at little expense, but it was wonderful, the sort of ability to be able to go and meet people in one place and qualify customers. A lot easier going one place and meeting them rather than going to 200 places to meet. And we launched a new website last year as well, so a new website under the brand name Nu-Mega. So Clover is our corporate name.

We trade under the name in the marketplace as Nu-Mega, Nu-Mega Ingredients, and that's what our customers know us as. And so now we have a website set up, welcome everyone, and we are doing digital marketing that generates out of that to using, using platforms like LinkedIn and Twitter, or is it called X, Lisa? I'm trying my name from there. So we're doing more marketing in the marketplace as well. Turn to the next slide. These were the first half priorities that we discussed with the market, regarding the first half of this financial year, 2024. We are continuing to work with the infant formula manufacturers to achieve the new GB standard, and every day we have new people applying for us. We've only spoken about some this morning.

So there are more opportunities coming out of the GB standard, where people need to apply for a license, and we've become quite adept at how to help people achieve that. Commercializing Primeneo and GelForm and other new products, which we've already discussed. A new point, which has only come out in the last four weeks. One of our competitors, BASF, has informed the marketplace that they will cease manufacturing fish oil powdered products. They're our third largest competitor in the marketplace. It represents a significant opportunity for us to go and get market share. One of our competitors has decided it's too tough to operate in the segment of the marketplace. That's testament to how difficult this really is. We are by far the largest in our segment.

They are a much smaller part, but it shows that we are competitive and difficult to compete with, and therefore, we will get some more market share from this opportunity. We will work on the Melody Dairies business. We've taken some fairly significant steps, not at a great cost, but, but significant steps to be able to get more control over that business and ensure that we are getting the outcomes that we plan to get out of that site. It is a very strategic investment for us that provides us with great opportunities for growth and market access. And we will continue to increase our vertical integration to the marketplace. COVID taught us very well that we need to make sure that we are an integral part and involved in our supply chain.

We can't allow things to happen to us, so we are taking steps to make sure that our product supply is either firmly contracted or controlled, that we can control access, price, and quality, which is very important when we're dealing with very high-quality food ingredients. So we turn to the next slide. So the trading update for FY 2024 is a bit of a better snapshot of what's happening right now, a lot of which is the outcome of much of what I've already described. So from a global demand perspective, our demand remains very robust. Our product works well, and people tend to turn to it once they've had a problem. The increased legislation that requires more DHA and ARA globally provides a significant opportunity.

It is, and we are really well positioned to be able to take advantage of that with our superior product technology. The 2020 EU regulation, so that was in calendar year 2020, to increase the level of DHA. At the time, we were doing AUD 6 million worth of business, we are now seeing AUD 25 million worth of business. It was a lot slower than what we thought it would become, but it came, and it's still coming today. So it shows that these changes in, in legislation are genuinely helping this business, and they will for the future of the China regulation change. Clover's non-infant formula business has continued to grow. As I described earlier, our other business segment is very healthy. It's small, but it's healthy and it's growing, and it has quite good margins relative to the infant formula market.

So it's a good, good bit of diversification of the base of our business. More specifically, what's happening in China, the birth rate reduced down to 6.77 million babies in 2022. That's a 35% reduction from the 10.4 million births in 2019. They've got a problem. Unfortunately, their problem becomes our problem. Hopefully next year, we'll adjust it, but I'm sure the Chinese government will be doing things to adjust it as well. They can't afford it to continue. China represents 50% of the global infant formula manufacturing. Half of the world's infant formula made in every part of the world ends up in China. So we have significant customers across Asia and Europe, but half of what they produce ends up in the China marketplace. So it's affecting everybody, not just us.

And that's really reflected in the next number, which is imports of international infant formula into China are down 36%, July to September, year-on-year. That's a big shift. And their domestic sales, even in the China marketplace, through mom and baby stores, so they're quite specific stores that are built to sell baby products, and through the modern trade, which are stores that have computers in them, is down 17% year-on-year. So it's a bit of a hiatus, which we have to get through. Both Western and Chinese infant formula manufacturers built that inventory prior to the GB license. They've all created a problem for themselves, and that's a problem. This happened previously, and they will have to write inventory off. That's what it's coming to.

November. So a lot of those manufacturers are now starting to sell their GB licensed product. So they withheld producing their GB licensed product for quite a time, trying to get the inventory position down, but now they've started to sell their, their GB licensed products. And you would have seen some recent announcements where that's, that's been shown out in the marketplace. November is usually the most significant sales month for infant formula and other products in the China marketplace. They call it 11.11. Usually, it's one sales day. This year, it's been an entire month of sales days. Obviously, it's too early to give the numbers of what come out of that, but infant formula, so the non-GB licensed brand, has been sold up to 50% reduction of what they would normally sell the product.

So we would expect that that would have seen a fair clean out of inventory in the China marketplace. If product produced prior to the GB license was produced, it's now about... By February next year, it will have about a shelf life of 18 months. Any product in warehouse won't be sold. It'll have to be written off. Retailers will not accept any product that's more than 12 months old. So it's, while virtual sales will help move that inventory on, there is a shelf life position, but basically by February, it's gonna have to be wiped off. People will have to start to write their inventory off, and that will change the position of the manufacturers. We will see the demand come through after that. So that's the expectation.

So we expect Clover's demand to have been reduced, from the current high position in China. That's the current situation around. I'll move to the final slide, which is the FY 2024 outlook. At the end of our results for FY 2023, we initially gave an outlook statement as follows: As we look ahead into FY 2024, two factors will lead to a normalized growth pattern. A reduction of customers' infant formula inventory is crucial to boosting revenue in the sector. So we, we clearly outlined what was gonna happen. And then market acceptance of our key projects and general food and nutraceutical sector will also be critical to growth from this level. Because the marketplace in China hasn't changed much. We are doing quite well with the other products. That other segment is going quite well.

So our current outlook statement as is follows: Clover anticipates an improvement in demand for its microencapsulated powders due to demand from the EU manufacturers meeting the higher DHA requirements for EU infant formula. New product sales across Asia, USA, and Europe, like the GelForm product, filling the gap left by BASF's exit from the marketplace, which is quite new, and then decline of the non-GB inventory in the China retail channel, driven by the discounting that's occurring, the product shelf life position, and products transitioning to the new GB product. The new GB product is a better product than the non-GB product. GB product requires customers to have a much better formulation that better reflects mother's breast milk in a can. So therefore, consumers will wanna have the product with a higher DHA level.

They know it's better for their baby, so the consumer will move this demand as well. While there are positive signs ahead in the short term, due to uncertainty surrounding the normalization of demand in China, Clover anticipates full-year revenues for FY 2024 to be circa AUD 70 million.

Ian Glasson
Non-Executive Director and Chair of Remuneration Committee, Clover Corporation

... I think it's important that we guide you with the outcome of what we think is happening in the marketplace now, with a good understanding that we expect it to improve. Thanks very much.

Rupert Harrington
Chairman, Clover Corporation

Thank you for that. We now move to the formal business, as set out in the notice of meeting. Each of the resolutions will be taken in turn. I will introduce each item and resolution. Shareholders will have the chance to ask questions on the resolution, and I will play the proxy results received from the resolution on the screen before we move to the next resolution. Voting is now open. I will now go to the first formal item of business. As required by the Corporations Act, the financial reports of the company for the year ending the 31st of July, 2023, comprising the company's financial statements and the directors' declaration, together with the directors' report and the auditor's report, will be considered. I present a copy of them to the meeting, which is signed by me for the purpose of identification.

I invite you to ask any questions about these reports. I imagine there is no resolution required for this item. Please limit your questions at this time to matters related to the financial statements and other reports. There will also be time for general questions at the conclusion of the meeting. Questions may be addressed to me or to Hazel Masters of PKF, the company auditors, through me. Are there any questions regarding the reports?

Operator

There are no phone questions at this time.

Speaker 8

Mr. Chairman, I have one question, which could be addressed under general matters, but I'll bring it up under this business: Does the Clover board have a target ROE for the business?

Rupert Harrington
Chairman, Clover Corporation

Historically, we have managed to be a double-digit ROE, and I think the target over time would, we would expect if we achieve the things we set out to achieve with higher margin business would be +15% ROE. We've had to do some things in the short term, which are really risk mitigation, and which have retarded the ROE in relation to capital expenditure and clearly some development work. You know, our investment in Melody Dairies, for instance, is significant, but it is strategic in relation to ensuring that we continue to yield in relation to our capacity to be able to control our processing arrangements. Because we can't just rely on one odd third party that might have capacity today, but may not be able to provide it in the future.

Similarly, in relation to our facility that we have at Altona, where we've got a long-term arrangement, we took the opportunity when interest rates were low, and in relation to the ongoing rental costs, we wanted to be able to have certainty about our arrangements in there. There are also some other expenditures that we have incurred in relation to our supply chain, which in the short term will be a drag on ROE, but I think strategically are important for the future. So when you look at new products coming to market where we are exceeding our expectations improved margins from those products, similarly in relation to Primeneo, we're looking for significant improvement in margins coming from those, and those are the things that will drive the improved ROE. In 2022, I think our ROE was just over 11%.

In the last year, it was 9%, but there are some issues that have dragged it down. But I think our expectation in the medium term is to get back to 15%+. Any other questions on the, on, on the reports? No. I'll move to, item two, which, resolution one as set out in the notice of meeting, which relates to the adoption of the remuneration report for the year ending the thirty-first of July, 2023. The remuneration report is in the directors' report section of the published company's annual report, pages 15-22.

By way of summary, the remuneration report explains the company's remuneration policy and the process of determining the remuneration of its directors and executive officers, and sets out remuneration details for each director and each of the company's executives named in the remuneration report for the financial year ending the 31st of July, 2023. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the remuneration report be adopted. Please note that the resolution is advisory only and does not bind the board of the company. I move that the resolution for the adoption of the remuneration report for the year ending the 31st of July, 2023, be put to the meeting in the form of resolution 1 set out in the notice of meeting.

Details of the proxy votes in respect of this proposed resolution are shown on the screen, hopefully. Yes? Are there any questions regarding the remuneration report?

Operator

There are no phone questions at this time. There are no online questions, Mr. Chairman.

Rupert Harrington
Chairman, Clover Corporation

Are there any questions from the floor? If there are no questions, I now put the motion to the meeting that the remuneration report be adopted. The results will be decided by way of poll at the end of the meeting. I will now move to the next item. The third item being the second resolution relates to the re-election of Mr. Ian Glasson. Ian is required to retire by rotation pursuant to the Constitution, and be eligible to offer himself for re-election. Ian has been a Non-Executive Director of the company since February 2017, and he is the Chair of the Remuneration Committee. I would like to ask Ian to address the meeting to discuss his background and the credentials he brings to the director role.

Ian Glasson
Non-Executive Director and Chair of Remuneration Committee, Clover Corporation

Thank you, Rupert. Since I joined the board in 2017, Clover's achieved significant organic growth in both global revenue and in the bottom line. It's created a more robust and integrated business whose momentum has only recently been slowed through the impact of COVID and the events that Peter's outlined in China. But I believe Clover has really good prospects to grow, both organically in its core business and through new innovations and potentially M&A. I offer myself for re-election for a further term, where I hope to bring my international business experience to assist in realizing Clover's growth strategy. I thank the chairman, my fellow directors, and the management team for their commitment, their energy, leadership, and support during my time at Clover. And I look forward to your support as shareholders for my re-election. Thank you.

Rupert Harrington
Chairman, Clover Corporation

Thanks, Ian. The board, with Ian abstaining, unanimously recommends the re-election of Mr. Glasson as a director of the company and recommends that you vote in favor of the resolution. Details of the proxy votes in respect of this proposed resolution are shown on the screen. Are there any questions regarding Resolution 2?

Operator

There are no phone questions at this time.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

No questions online, Mr. Chairman.

Rupert Harrington
Chairman, Clover Corporation

Are there any questions from the floor? As there are no questions, I put the motion that resolution should be adopted. The results will be decided by way of poll at the end of the meeting. This concludes item three, Resolution two. The fourth item, being Resolution three, sets out in the notice of meeting relates to the re-election of Toni Brennich. Toni is required to retire by rotation pursuant to the Constitution and will be eligible to offer herself for re-election. Toni has been a non-executive director of the company since October 2020. I'd like ask Toni to address the meeting with background and credentials.

Toni Brendish
Non-Executive Director, Clover Corporation

Thank you, Rupert. Prior to joining Clover's board, I was the chief executive of a dairy processor in New Zealand, and prior to that, worked as a managing director for Danone over a period of about 11 years across a number of international markets in Australia and New Zealand. So in those businesses, I ran manufacturing sites and confirmed supply chain, as well as developing strategy for those areas. All those areas of experience have allowed me, I believe, to add value to Clover over the past 3 years, and so if supported by shareholders, I believe there are areas that I can continue to add value to the board and work with my fellow directors. So I'm very pleased to offer myself for re-election.

Rupert Harrington
Chairman, Clover Corporation

Thank you, Toni. The board, with Toni abstaining, unanimously recommends the re-election of Ms. Brennich as director of the company and recommends that you vote in favor of the resolution. Details of the proxy votes in respect of this proposed resolution are shown on the screen. Are there any questions regarding Resolution 3?

Operator

There are no phone questions at this time.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

No questions, Mr. Chairman.

Rupert Harrington
Chairman, Clover Corporation

Any questions from the floor? As there are no further questions, I put the motion that Resolution 3 be adopted. The results will be decided by way of poll at the end of the meeting. This concludes item four, Resolution 3. Item five, being Resolution 4, as set out in the notice of the meeting, relates to the approval of the issue of financial year 2024 performance rights granted to the Managing Director under the company's long-term incentive plan. Approval of this resolution will permit the company to issue 249,712 performance rights to Mr. Davey, with vesting there subject to performance on the 31st of July 2026 conditions. The Managing Director has 395,744 outstanding performance rights, yes, yet to vest, previously approved by shareholders at previous AGMs. Mr.

Davey will hold 645,486 performance rights vested over the next 3 years if Resolution 4 is approved. The terms of these performance rights are summarized in the notice of meeting on page 9 of the explanatory statement. I move that resolution for approval of the acquisition of the managing director's performance rights, and the issue or other provisions of shares in satisfaction of the performance rights be put to the meeting in the form of Resolution 4, set out in the notice of meeting. Details of the proxy votes in respect of this proposed resolution are shown on the screen. Are there any questions regarding Resolution 4?

Operator

There are no phone questions at this time.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

No online questions.

Rupert Harrington
Chairman, Clover Corporation

Any questions from the floor? As there are no questions, I move that the approval be given for the grant of the performance rights to Mr. Peter Davey on the terms described in the explanatory memorandum accompanying this notice of meeting. The formal part of the 2023 AGM is right in the polls. In accordance with the ASX rules, I now ask the floor to vote. We're just collecting the votes from the forward ballot. We will now conduct a poll on the motions. First, if there are any person present, you believe they are entitled to vote or has yet registered to vote, would you please raise your hand for assistance? Persons entitled to vote with this poll are all shareholders, representatives, and attorneys of shareholders, and the proxy holders who hold admission cards.

Blue voting cards, yellow non-voting, and white visitor. On the reverse of your administration admission card is your voting paper instructions. I will go through the procedures of filling out the voting papers. Proxy holders have attached to their admission card, a summary of the proxy votes, which detail the voting instructions for the 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, you need to ask to mark the box beside the motion to indicate how you wish to cast your open votes. Proxy holders should refer to the summary on proxy votes attached to your voting paper for further information.

Shareholders also need to mark a box beside the motion to indicate how they wish to cast their votes. Please ensure that you finish again, where indicated inside the voting paper. When you finish filing your voting papers, please lodge it in the ballot box or pass it to the Computershare representative who will move around the room to collect and ensure votes are counted. If you require any assistance, please raise your hand. I will pause while voting papers are completed and collected, which is actually happening in the room. Raise your hand. Sorry, I've got to go through the machine, otherwise, we, we would like to validate anything. I will shortly, I will close the voting system. Please ensure that you cast your vote on all four resolutions.

As Chair, I previously advised on this meeting, it's been my intention to vote all of the proxies given to me in favor of each resolution. I will now pause for 30 seconds to allow completion of the votes online and for those in attendance. Once voting is closed, we will open it for general questions. The voting is now closed. With the formal business of the meeting having been completed, I now open the floor for questions from shareholders to the board. Are there any questions?

Operator

There are no phone questions at this time.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Sure, phone.

Peter Davey
Managing Director and CEO, Clover Corporation

You get away.

Speaker 8

Rupert, I have a question from Mr. and Mrs. Stabback. Apologies if I've got that pronouncement wrong. It's probably a question for director. The increase in trade show attendances, additional marketing costs and sales costs does not seem to have had much of an increase in sales based on the updated provided today. Can you please comment?

Rupert Harrington
Chairman, Clover Corporation

Peter, would you like to take that question?

Peter Davey
Managing Director and CEO, Clover Corporation

Sure. So, it's not a transactional business, so we do the trade shows to identify potential customers and opportunities. We've made, we have a very formal process for doing that. We register every customer. We have a follow-up process. We then follow through with meetings with them. They can generally be a 3-4-year process to develop those. Often, you're talking about a brand-new product that has to go through research and development, market testing, production development, and all those shelf life testing because they are food or nutraceutical or medical products. And so it's not, do and receive a sale immediately.

It is a much longer process, which is really important to maintain a constant pipeline and flow of business into the business, which was certainly reduced by the two-year COVID period, where we weren't able to go out and visit customers. There were no trade shows, and so our pipeline was significantly reduced in that period. Hopefully, that answers the question.

Speaker 8

A further follow-up question, Rupert, comes from Mr. Gary Ellis, and it's both elements to the question are working capital related. The first part is around trade receivables. Have all the remaining overdue debts from trade receivables shown on the 2023 annual report now been collected? And I'll continue on: Has there been any bad debts incurred as a result, and is there likely to be an increase in the bad debts provision for doubtful debts in this financial year, I assume, being FY 2024, especially given the recent public outcomes of a couple of Clover customers?

Rupert Harrington
Chairman, Clover Corporation

I think as CFO, you can take that question, Andrew.

Andrew Allibon
Company Secretary and CFO, Clover Corporation

Thanks, Rupert.

Rupert Harrington
Chairman, Clover Corporation

Yeah.

Andrew Allibon
Company Secretary and CFO, Clover Corporation

So, Gary, good question. And I'll answer each of those points specifically, and then I'll come back to the final working capital question.

... Have all remaining overdue trade debts been collected? In the majority, yes, but we certainly have one significant customer that we are working with in terms of settlement. We expect that position to be addressed certainly before the half-year financial accounts. Has there been any bad debts incurred as a result through the course of the year? This is a business that traditionally hasn't had issues of that nature, but we have seen some customers slower in settlement and management of their own working capital challenges. So specifically to your question, yes, we have had one account that has gone into voluntary administration, for which we have provided for through the course of FY 2023. So that position has been addressed. Whoops, the screen.

Is there likely to be an increase in bad debts or doubtful debts provisions in this fiscal year? In terms of a future state, Gary, we'll adopt all the prudent accounting principles and practices as I look at our audit representative today, where we consider it appropriate. Certainly in terms of management, we're managing that situation very tightly. So the final question, in terms of working capital, has Clover been able to implement any safeguards to monitor your customer behavior in relations to overstocking and unsold stocks, particularly in relation to China?

Peter Davey
Managing Director and CEO, Clover Corporation

Yeah. Unfortunately, no. Our customers are probably learning about their own positions in real time rather than having a great forecasting system. As I said earlier, last year, we were talking about being in a record first half. They didn't see this coming, and they built inventories relative to that. So there have been significant shifts and ups and downs from our customers. We do receive forecasts from customers. Often, those forecasts are quite rosy but delayed. So there's not a great system out there that actually supports this, especially coming from the China markets.

Andrew Allibon
Company Secretary and CFO, Clover Corporation

So, Peter, if I can answer further that. We do hold regular monthly, bi-monthly sales and operational planning meetings with our sales team. So we've got best practice in terms of addressing what we can with their future forecasts. And certainly, our customer service team, our scheduling planning team, who have direct contact with other parts of our customer's business, do question and challenge as orders are placed. So we do see that, we challenge it, and if they say, "No, we want it," then we make it and ship it. So.

Peter Davey
Managing Director and CEO, Clover Corporation

Any other questions?

Andrew Allibon
Company Secretary and CFO, Clover Corporation

If there are no further online questions, any questions from the floor?

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Okay, sure. Just firstly, just coming on, of the companies that have received any approval in China, obviously, there's been a consolidation or rationalization of those. Can you talk to the penetration of that customer base at this stage? And some of the recent ones, like British and Danone, as I understand, it's got GB approval. I know you won't talk about specific customers, but can you maybe mention how you see... And, and you alluded to, in terms of some Chinese customers taking a cheaper option, but now you see that reversed. But a customer like Danone, but it's surely not take that option.

Peter Davey
Managing Director and CEO, Clover Corporation

I can't talk specifically about any specific customer, but, virtually every large customer that we deal with now has at least 1 or up to 3 GB licenses. The Chinese-based have up to 10 GB licenses, so you get a GB license by brand, put in context. A lot of them have delayed the introduction of that. We're qualified and part of their license, in most of them, we are one of generally 2-3 ingredients that they will list as a designated ingredient, so they can use ours or alternatives. The Western brands tend to use our product, as they always have, or some of our Western competitors. One does these days.

The Chinese manufacturers are certainly trying to use cheaper alternatives at this stage, but we have received business from two of the largest manufacturers, and we're in the process of dealing with a third manufacturer on one of their brands at the moment. And over time, we would expect to win more and more business. It tends to be that once a customer, a manufacturer, starts to use our product, they realize how operationally efficient it is to use, and we win more and more of their sale time. Does that answer your question?

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Yeah, great. And secondly, I know you talked about the maybe some diversification of the business, but does this sort of period highlight maybe the need for further diversification, like any HMOs or whatever the product category might be, in terms of privately how to build a position in some of these regional benefits of the traditional parts?

Peter Davey
Managing Director and CEO, Clover Corporation

Absolutely. So our R&D is really focused on diversification of markets via product development. We've identified, like the choline product, like probiotics and some other bioactives that are marketplaces which have-

Rupert Harrington
Chairman, Clover Corporation

an issue that needs solution, and our capability and technology around microencapsulation can address those. So we're a differentiated product, often in a crowded marketplace. So our intention is to develop solutions for those markets. Choline, for example, is a product that's freely available in the marketplace. There is no microencapsulated choline. It has a problem associated with we can fix. And so it gives us a superior position through technology rather than being a commodity, to be able to compete. It's just, it's going through that product development stage. So some of them are closer to commercialization, while others are furthest away. But the plan is to certainly diversify the marketplace we service by doing new products. And if you look at Primeneo, it's been a 10-year process.

It's probably got two years to go, but it will be a significant part of our future, a huge part of our future. And it's unique. It's the only product in the world that can do it. We've learned very good margins out of it, and it services a global marketplace. We have got some great opportunities to diversify.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Ask one more question. No, I had a chance to, but obviously, the share market is a brutal place at times. When I look at share price, and I suppose shareholders might be concerned that if, if you came on, for instance, the company right now, that, the company might be in a vulnerable position in terms of the current valuations. I, I don't know how you can answer the question in terms of that scenario, but, you know, how do you think about maybe presenting a story to the market strongly or being able to ensure that the, the company doesn't be sold cheaply, I suppose, is the question?

Rupert Harrington
Chairman, Clover Corporation

Yes. If something happens in the marketplace, well, we'd be holding, try and do the best thing we can on, on behalf of all shareholders. So, and part of that would be, we would, we would take sensible advice, and also try to, as part of the evaluation, doing an evaluation of what our proposal might be, would be to say, well, what are-- what is, what is the independent view of all of the things we're working on, some of which are actually in train and so forth. So we would deal with that on a defensive basis, to evaluate what the offer might be. And so, we have discussed variously, given what we see where the share price gets to, is that something we should do in preparation of?

The problem is it becomes quite a big distracting exercise for management, and once you've done it, to keep it up to date, you've got to go back and refresh it significantly. I think so our 3-4-year plans that we produce and which are refreshed every year would become the basis of anything that we would do as providing data in relation to it. But ultimately, other than the opening in relation to what is currently happening in the business with the market and keeping the market informed, it's. We don't try to evaluate what might happen in 1 or 2 years' time, depending on how successful we are in relation to the developments around the training.

There's no real sort of definitive answer, but I think we would certainly engage with shareholders and help them understand what an independent view is and what value is, and ultimately, the shareholders will decide what the outcome is anyway.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

So no contemplation of the buyback at this point in time?

Rupert Harrington
Chairman, Clover Corporation

Well, I think. You've seen our balance sheet, and you see, we, I don't think we've got capacity to put in place a share buyback scheme today in relation to the finances that we have. I don't think you'd want to do a capital raise to do a share buyback. It doesn't make sense. And certainly, the capacity we have for borrowing, we would prefer to put it into growth as a company rather than try to put in place some elements of a share buyback. Putting in place a share buyback scheme is quite a formal process and requires a lot of formality around it. So it's not a matter of the board saying, "Let's buy back a few shares." You might put in place a process and then go to market from time to time.

But I don't see that as a priority in relation to the use of the capital of the business today.

Graeme Billings
Non-Executive Director and Chair of Audit and Risk Committee, Clover Corporation

Okay. Thank you. Thanks for the question.

Rupert Harrington
Chairman, Clover Corporation

Any other questions? Well, if no other questions, I would like to thank you for your attendance today. The results of the call will be announced in the market via the ASX platform later today. The business and meeting are concluded. I declare the meeting closed. Thank you all for your attendance, and we look forward to updating you again on the half year results.

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