Welcome, everybody. I would like to introduce Mr. Anthony Robinson, the Chair of COG Financial Services Limited.
Good morning, all. My name is Anthony Robinson. But I usually introduce as Tony Robinson, and I'm very happy with Tony. I'm a Non-Executive Chair of the company, and I'll chair today's general meeting. On behalf of the board, I'd like to welcome you to this general meeting of COG Financial Services Limited. It's now 10:00 A.M., and there being a quorum present, I declare the meeting open for business. I confirm that the meeting has been properly constituted. In opening this general meeting, I'd like to introduce you to the board and management team of COG Financial Services Limited, who are either present in person or on the webinar. Cameron Collar, Non-Executive Director; John Dwyer, Non-Executive Director; Peter Rollason, Non-Executive Director. Peter's here next to me. The other two are online, although Cameron, I think, will be here shortly.
Andrew Bennett, who's at the end, is the CEO of the business. David Franks on my left is Company Secretary. Philip and Richard, I think, will be online. Also present, Amy Wong from the Atomic Group. Amy will be Returning Officer for today's meeting. There are no apologies for this meeting. As this meeting is being conducted, it's a hybrid meeting. I'd like to welcome those shareholders that are joining us using Atomic'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. I'd also like to welcome and thank those shareholders who have come today. I really appreciate you being here. For those shareholders attending virtually who wish to ask a question, instructions on how to do so are now shown on the screen.
If you would like to ask questions verbally, type your SRN or HIN, and then type "I'd like to speak." Please also state your name and the organization you're representing. Please note that while you can submit questions from now on, I'll not address them until a relevant time in the meeting. Similarly, for shareholders here, just let us know if you'd like to ask a question, but probably on the general conversation about the business and where it's headed, I'll grab you afterwards to have a discussion about it. Voting on all resolutions will be conducted by poll. Shareholders attending virtually and wishing to vote on the resolution can do so through Atomic's Investor Portal. If you're not already logged into that Investor Portal, please see the instructions shown on the screen.
If you have any problems registering your shareholding with Atomic, please call the support number shown on the screen. To allow shareholders time to log in, I now declare the poll open. Online voting will remain open until I declare the poll closed at the end of the formal business. Votes must be submitted prior to the poll being declared closed to be counted. The agenda for today's meeting is as follows. As I said, there's not going to be a presentation on the business. We'll shortly proceed to the formal matters. There'll be an opportunity to ask any questions related to each resolution as it's considered. We'll then close the meeting. The minutes of the previous general meeting of COG Financial Services Limited, held on the 29th of November 2024, are available for inspection from the company secretary.
We now move to the formal business as set out in the notice of meeting. The notice of extraordinary general meeting was dispatched to all registered members on the 27th of May 2025 and is to be taken as read. Voting on all resolutions will be conducted by poll. For the purposes of the poll, I appoint Amy Wong of Atomic Registry Services as the company share registry. We've examined and prepared summaries of the proxy form received to act as the returning officer and to conduct the poll. Those shareholders in attendance are entitled to vote on the poll. On the poll are all shareholders, representatives, and attorneys of shareholders and proxy holders who hold yellow voting cards.
If anyone believes they are entitled to vote on this poll in any capacity but do not have a yellow voting card in respect thereof, please raise your hand now, and a member of the share registry team will assist you. I think everyone's got one. If you're a shareholder and wish to cast all of your votes for the resolution, please place a mark in either the for, against, or abstain box next to the resolution. If you wish to split your votes, please write the number or portion of your votes you wish to cast in the corresponding for, against, or abstain boxes. Please note that the sum of the split votes must not exceed your total hold. After each resolution has been read and voted upon, please place it in one of the ballot boxes that will be circulating the room.
The results of the poll will be announced to the ASX today once they are available. Are there any questions from the floor in relation to the voting process? All pretty simple, isn't it? Tick a box. Company Secretary, are there any questions from the virtual platform?
It's not in relation to the voting question, but it is generally a question generally about today's meeting, and I'll probably address that now, if that's all right, Tony.
Yeah.
Question from Stephen Main. Welcome, Stephen. Stephen's made the comment, "Thank you for once again offering shareholders a hybrid shareholder meeting today, which maximizes the ability to participate in both voting and debate. Ideally, the online component would be a purpose-built platform for shareholders rather than the Zoom, although that can be more expensive. Will a full recording of today's meeting be made available on the company's website for the benefit of shareholders unable to watch?" Thanks, Stephen, for your question. We do record the meeting, but we generally do not put the recording on the website. The recording is just to make sure we have got a recording for perpetuity purposes, but it is not put onto the website. Thank you for your comment, and we note the request.
Yeah. Thank you. Any further?
A couple of other questions, but they're to do with resolutions, so I'll address those at the appropriate time.
Terrific. There are no further questions for the moment. Proxies have been inspected, and all those validly lodged have been accepted. Proxies have been received representing 97 million shares, or 48.34% of the issued capital of the company. All undirected proxies or open votes that have nominated the chair of the meeting as their proxy will be cast in favor of all resolutions in the notice of meeting. Hello, Cam. And welcome. So the online Cameron has just arrived. I know he's been logged in on the way in from the airport, so he hasn't missed anything, but good to see you here. As noted, we've taken the notice of meeting as read, and unless any shareholders have an objection, I will take the resolutions as read, and for each resolution, read the head or a summary of the proposed resolution.
Show the full wording of the resolution on the screen in the physical room and on the virtual meeting platform. I won't be reading each resolution. Does any shareholder object to that?
No one online has objected.
Great. No one in the room has objected. We'll now proceed to the formal business of the meeting as noted in the notice of meeting, including the financial statements and reports. As the first resolution relates to my election as a director, I'll pass to Peter Rollason.
Thank you, Tony. Resolution one is as follows: to consider and, if thought fit, to pass with or without amendment. Resolution one, that is the election of Anthony Robinson as director of the company as an ordinary resolution. The full wording of the resolution is shown on the screen in front of you. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your questions via the Q&A.
We do have a question on the virtual platform from Stephen Main. Were there any competition constraints placed on Tony Robinson and John Dwyer as part of the PSC Insurance takeover last year? Is there much overlap between that business and what they aspire to bring to COG?
Firstly, the question of the overlap, we're in insurance broking, and PSC is obviously in insurance broking. No, there are no constraints that we have agreed to in the arrangements that in any way impact our ability to participate in the insurance broking industry or to grow the broking industry that are relevant here. We couldn't go out and start a significant business that we owned 100% of and grow them into a competitor. Partly, that would be something that would be difficult for us morally to do, given we've built a business and sold it, but also quite difficult to do just because the market is in a different form. It would also, if we did do that, affect our holding.
The holding that we've rolled over would be impacted by that, but there's no constraints on us being actively involved in that in any way. No. We do think the insurance broking business will never be able to be grown into a part that dominates this business, but we do think that there is an opportunity to see that grow to more than it is today. As I said, there's absolutely no constraints on us from the PSC sale that would impede that process in this business.
Thanks, Tony. Okay. Slide. The proxies received in relation to this resolution are on the screen in front of you. Are there any questions on the proxy information? No questions online. I now put the motion. Please either mark your voting instruction on your yellow voting card or vote via the online portal. I will now pass the chair back to Tony.
Thank you, Peter. Resolution two is as follows: to consider and, if thought fit, to pass with or without amendment. Resolution two, re-election of John Dwyer as a director of the company. I think it's actually election or initial election, isn't it? As an ordinary resolution, the full wording of the resolution is shown on the screen. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your questions via the Q&A. Are there any questions?
Sorry. Anything from the floor? There is a question online, once again from Stephen Main. John and Tony are both based in Melbourne, yet COG is based in Sydney. How big are the COG operations in Sydney and Melbourne? Will these two appointments to the board lead to a potential relocation of the head office to Melbourne?
Goodness me, Stephen, you're busy today with the questions. Firstly, no, I'm based in Melbourne, but John is actually based in Wagga. We think that's a wonderful addition to have both someone from Melbourne rather than just from board members from Sydney, given that we've got quite a good bit of the business based in Melbourne. Lynx is head office there, which is one of the important parts of the relationship broking business. Also, we've got quite a bit of our broking network in regional Australia and certainly our customers in regional Australia. Therefore, wonderful to have a director who lives in regional Australia. Hopefully that helps, Stephen. Any other questions?
No other questions.
The proxies received in relation to this resolution are on the screen. Are there any questions on the proxy information?
No questions.
I'll now put the motion. Please either mark your voting instruction on your yellow voting card or vote via the online portal. As the next resolution relates to me, I now hand the chair to Peter again.
Thank you, Tony. Resolution three is as follows: to consider and, if thought fit, to pass with or without amendment. Resolution three, the approval of issue of options to Tony Robinson as an ordinary resolution. The full wording of the resolution is shown on the screen in front of you. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your questions via the Q&A.
We don't have any online questions, Peter.
No problem at all.
The proxies received in relation to this resolution are on the screen. Are there any questions on the proxy information?
There's nothing being raised online, Peter.
Okay, thanks. I now put the motion. Please either mark your voting instruction on your yellow voting card or vote via the online portal. I'll now hand the chair back to Tony.
Resolution four is as follows: to consider and, if thought fit, to pass with or without amendment. Resolution four, approval of issue of options to John Dwyer as an ordinary resolution. The full wording of the resolution is shown on the screen. If you wish to discuss this resolution, please raise your hand, or if attending virtually, submit your questions via the Q&A. None in the room, so.
No questions on the virtual platform.
The proxies received in relation to this resolution are on the screen. Are there any questions on the proxy information?
No questions online.
I now put the motion. Either mark your voting instructions on your yellow voting card or vote via the online portal. That concludes the resolutions voted on. I should say, on behalf of John and myself, thank you. We really appreciate the shareholders' support for both our appointments to the board and the issue of the options. It's something that we don't take for granted, and therefore, we're appreciative of all the shareholders' support in both those relevant resolutions. As I said, that concludes the resolutions to be voted on. Can all shareholders voting online please now ensure that they have submitted their votes? I'll allow another minute before the poll closes. We'll get someone to collect the votes here. If you have any questions in relation to submission of online votes, please send them through the Q&A function now.
I've already said this, but shareholders tend to physically make sure you hand your votes in.
It's good. Another 30 seconds, but at the moment, there's been no queries raised online.
Can everyone put their votes in?
Yeah.
Are we going to be able to ask the board a question?
Can we ask the board a question here?
Can we ask a question now, Mr. Chair?
Yes, you can ask the question now.
Firstly, congratulations. Secondly, just very mindful of the fact that it's the death knell to June 30, and therefore, you're not going to comment on anything to do with accounts. If I look at, say, what's happened in the last few months with the listed securities having been removed from the balance sheet, what sort of capacity? Firstly, what are you going to do next? Is the plan to acquire? Is the plan to acquire, and are there opportunities to acquire? Will that require considerable bank funding? From what I can see, it doesn't require equity. How do you see that working out over the next year?
It is early days for the new board. We have a much better understanding of the business now than we did a few months ago, and that is all of the time that has passed. I think Andrew is always looking for acquisitions. I think we are definitely keen to find those, and I will let Andrew talk a bit about that. We are now without any drawn debt, and we will look at restructuring the debt facility to give us capacity. We have probably got about $20 million worth of cash. If we have a $40 million facility, that gives us about $60 million to spend on acquisitions. We would be delighted to find, if we can find some that we think add value to shareholders, we would absolutely be keen to do them. Andrew, do you want to add anything to that?
We've got, as Tony said, circa $60 million of our power as we sit here right now without needing to raise any capital. We've always got opportunities in the hopper, as I call it. We'll work through, and if we can find good accrediting value, we'll execute on it. I would expect that in the next 12 months, there'll be more acquisitions.
Thank you. Just a simplistic follow-up to that. Should I look at it and say you'd be looking at sort of buying stuff for about 5x ? Is that the sort of range in which you look?
5-7x over time.
Okay. Somewhere between the $60 million gives you somewhere between $8 million and $12 million of earnings.
Yeah, but there's what we buy a business at, what it's printing when we buy it. But then once we buy it, then.
Improved.
Okay. Thank you.
That was painless.
What's that?
That was painless.
Very. But in terms of what we're seeing inside the business, we think that there's been no surprises that haven't been positive. The relationship broking business, at their part, they owned, is very similar in a lot of ways to the way the Steadfast being a good comparison coming out of insurance broking. There's sort of a buying group element at the top where you're getting an extra margin. Then there's partly owned and wholly owned broking business that sit underneath. There seem to be a good opportunity to maybe adopt that same approach that Rob Kelly has with his track capital strategy in that area. We've got a really good business in Equity One, maybe an opportunity to increase our shareholding in it.
There's a novated leasing business that's successfully transitioning to be a full salary packaging business, and that's really exciting and got good growth going on. There's a seed of a good insurance business. As I said, insurance will never be a really majority of the business, not least because the price earnings model we trade at versus what broking businesses of any size trade at. You just could not buy your way to scale in insurance broking. Also, we think we've got really great growth opportunities, organic growth opportunities in the insurance broking business. There's a lot of opportunity in the business itself. The acquisitions sit on top of that potential as well. Any other questions?
Just an add-on to Hugh's around operating performance of the business. Are you planning on releasing a quarterly update in July, August, September?
There might be one last one in July, but yeah, I do not think there is a great value to us in doing the quarterly updates. At this stage, if we do that one, it would be the last one and fall back to the usual rhythm of half yearly.
Any other questions from anyone?
Just one other.
No problem. I'll let you ask the next question.
There's another.
This is because I've obviously followed COG for a while. Who owns the client?
Obviously, you're a broker, and you broke into the finance broking side, into the banks and other parties. Who in your view owns the client? Do you?
Who has the core relationship with the client?
Yeah. Who owns the core relationship?
I would say no one really owns the client. Who has the influential relationship with the client is the broker.
The broker is the agent of the client, Hugh.
Okay. Therefore, that gives you lots of opportunity as to what you can put down the pipe into the clients. Is that right?
They are working within the finance broking world, and I will let Andrew give an answer to this too. In the finance broking world, the finance broker has the relationship with the client for the provision of finance. That client will often have other relationships. They will have an insurance broker who helps them with insurance. I mean, certainly from our point of view, we think there is an opportunity, at least for some of the client base, where the finance broker's relationship will help us build an insurance broking relationship. We think that is great potential. Could you ask the finance broker to start selling investment products? No. The relationship with the client is off the expertise of the finance broker, and that is in finance broking. Andrew, do you want to?
I think that covers it.
Okay. Thank you.
Any other questions?
Well.
I think we've actually closed the poll.
No, we have not.
There being no other questions and giving everyone time to submit their votes, we'll close the poll. The staff of Atomic will now process the poll, and the results will be announced to the ASX once they are available. Is there any other business that can be lawfully brought forward?
We haven't had anything requested, Tony.
Terrific. There being no further formal business, I'd like to thank all shareholders for their attendance. We'll now end today's meeting. I declare the meeting closed. Thank you again for participating and attending.
Thanks, Matt. You can close the virtual meeting as well. Thank you, Matt.