Corporate Travel Management Limited (ASX:CTD)
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Aug 22, 2025, 12:16 PM AEST
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AGM 2021

Oct 28, 2021

Ewen Crouch
Chairman, Corporate Travel Management Limited

Welcome, ladies and gentlemen, to the 2021 annual general meeting of Corporate Travel Management Limited, which is again this year being held as a virtual meeting due to continuing COVID-19 public health orders regarding travel restrictions, limitations on public gatherings, and social distancing requirements. My name is Ewen Crouch, and I'm the Chairman of CTM. As we gather for this meeting in various places, I wish to recognize all the traditional lands on which we carry out our meeting today. I also acknowledge and pay my respects to elders past, present, and emerging of all the lands on which participants in this meeting reside. We have reached the appointed time and a quorum is present. I am pleased to declare this meeting of members of Corporate Travel Management Limited open. I would like to introduce you to my colleagues who have joined me at today's meeting.

Jon Brett, Non-Executive Director and Chair of the Board Audit and Risk Committee. Jon joins us from our Sydney office. Jon is standing for re-election today. Laura Ruffles, Executive Director and Global Chief Operating Officer, who is also in our Sydney office. Laura is also standing for re-election today. Sophie Mitchell, Non-Executive Director and Chair of the Board Remuneration and Sustainability Committee. Sophie is in our Brisbane office. Jamie Pherous, Managing Director and Chief Executive Officer, who joins us from our Brisbane office. Also with us from Brisbane is Cale Bennett, our Chief Financial Officer and Acting Company Secretary, together with Michael Crowe, representing our external auditors, PwC. Our share registry, Computershare, is with us at today's meeting too. Members of Corporate Travel Management Limited's global, regional, and leadership teams have also joined today's meeting.

If you do have any questions about CTM's business and operations that we are unable to answer during the course of today's meeting, one of our team will contact you after the meeting to discuss your queries. Today's meeting is being held online via the Lumi platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes in real time. Questions can be submitted at any time during the meeting. Shareholders are able to submit written questions or ask verbal questions through the platform. To submit a written question, select the Messaging tab at the top of the Lumi platform. At the top of that tab, there is a section for you to type your question.

Once you have finished typing, please hit the arrow symbol to send the question. For those shareholders who wish to ask a verbal question, an audio questions facility will be available during this meeting. To use this service, please pause the broadcast on the virtual platform and then click on the link under Asking Audio Questions. A new screen will open where you will be prompted to enter your name and the topic of your question before being connected. You'll be able to listen to the meeting on this page while waiting to ask your question. If you have any issues using this system, please return to the Lumi platform. Please note that while you can submit questions anytime from now, I will address your questions at the relevant time in the meeting.

We have also received a number of questions prior to the meeting, which I will address in my remarks shortly. We will endeavor to answer all of your questions. However, if due to time constraints, we are unable to address your question in the meeting, we will contact you after the meeting. Please note that if we receive multiple questions on one topic, these questions will be amalgamated together. Where your questions are not relevant to the business of the meeting, we will contact you after the meeting to discuss your questions with you. If you have any issues submitting questions during the meeting, please contact our share registry, Computershare, on 03 9415 4024. Let me repeat, 03 9415 4024, and they can assist you with any technical difficulties you may be experiencing.

Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions, and voting will remain open throughout the meeting. If you are eligible to vote at this meeting, a new Voting tab will soon be visible on your screen. Selecting this tab will bring up a list of today's resolutions and present you with voting options, for, against, or abstain. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting is open on all items of business. The Voting tab will soon appear on your screens.

Please submit your votes at any time. I will give you a warning before I move to close voting. The meeting has been called under the notice of meeting dated 24th September 2021. This notice was released to ASX and dispatched to those shareholders who have elected to receive a hard copy of the notice of meeting on 24th September 2021. Information about the meeting, including information about where shareholders could download a copy of the notice of meeting, was also dispatched to shareholders on the same day. A copy of the notice of meeting is available on the company's website. I will now table the notice of meeting, and I will take the notice as read.

The minutes of the previous annual general meeting of shareholders, held on 27 October 2020, being in order, were signed by me as chair of the meeting and are tabled for the information of shareholders. There are five resolutions which will be put to shareholders at today's meeting. The background to these resolutions is set out in the notice of meeting. As I mentioned earlier, written questions can be submitted at any time by pressing or clicking on the speech bubble icon on your screen, and verbal questions can be asked by pausing the broadcast on the virtual platform and clicking on the link under Asking Audio Questions. I will address your questions at the relevant point in the meeting. You will still be able to listen to the meeting while waiting to ask your question.

Before we get to the formal items of business, I would like to provide some brief observations about the group and the operating environment. As we meet today, there are good grounds for rising optimism in the outlook. As vaccination levels in our major markets have resulted in definitive timetables enabling broader travel activity. Widespread use of rapid antigen testing and the successful development of antiviral medications to combat COVID-19 further support pent-up demand for travel now becoming a reality. The last financial year, again, presented difficult trading conditions as the travel industry continued to experience major disruption because of government-mandated travel restrictions, border closures, and quarantine requirements. The financial performance of CTM in FY 2021 was significantly impacted by the COVID-19 operating environment, and the group reported a statutory net loss after tax of AUD 57.8 million.

Excluding one-off or non-recurring items, the group's underlying net loss after tax was AUD 32.3 million. This was a resilient performance in all the circumstances, underpinned by a combination of prudent cost management, technology development, and consistency of the revenue stream from essential service industries such as government, healthcare, and mining. We were grateful for government assistance received for our operations in Australia, New Zealand, Singapore, Hong Kong, and the U.K., which enabled us to maintain employment of a greater number of staff than would otherwise have been the case. Our ability to respond to changing client needs during the pandemic has been an important factor in winning and retaining clients. We have continued to invest in our technology solutions with a focus on risk management, safety and hygiene information, budget optimization tools, traveler wellbeing, and sustainability.

Our teams are committed to driving innovation and excellence in customer service. We are extremely proud to have been acknowledged across our global markets with awards for excellence in travel management and technology innovation, as well as for our specialist events and leisure services. These included CTM being named the leading travel management company in both Australia and North America in the World Travel Awards and our Lightning online booking tool being named Best Corporate Booking Platform at the Business Travel Awards Europe. Our revenues grew through the year, particularly in the second half, as vaccination rates in North America, the U.K., and Europe allowed travel activity to pick up in those regions. Following the acquisition of Travel and Transport one year ago, our enhanced scale in North America, the U.K., and Europe provides us with a strong platform for the future.

This was demonstrated in the fourth quarter of FY 2021, with approximately 80% of our revenues derived from these regions. Unfortunately, in Australia and New Zealand, lockdowns and border closures, which commenced late in the second half of FY 2021, have impacted recovery in those regions. We expect recent announcements in Australia and New Zealand to open borders because of high vaccination rates will allow for a more predictable domestic environment in the second half of FY 2022. We have zero debt and sufficient cash to manage recovery. Our healthy cash position supported our decision to reduce our credit facility earlier this year. In August, we announced there would be no final dividend for FY 2021. Given the continued uncertainty around travel, cash conservation remained critical. However, our dividend policy of returning approximately 50% of after-tax profits to shareholders remains unchanged.

Our Managing Director, Jamie Pherous, will provide an update on our trading performance over the first quarter and our outlook for FY 2022 during his address. We are not in a position to provide guidance on our financial outcomes. Subject to remaining travel restrictions lifting in accordance with announced timetables and our key travel markets remaining open, we are targeting continued improving profitability over FY 2022, enabling dividends to resume following the release of the FY 2022 results. This year, we released a more detailed sustainability report, which can be found in our 2021 annual report. The report focuses on the material risks and opportunities that we believe will determine CTM's sustainability over the longer term. We have broadly aligned our reporting framework with the World Economic Forum's four reporting pillars.

We chose this approach because of its applicability to our business and the commitments from a number of relevant bodies to the World Economic Forum's process to develop a globally consistent reporting framework. CTM recognizes the importance of good corporate governance practices, which assist in ensuring the accountability of the board and management of CTM to our stakeholders. The board regularly reviews our governance practices in light of corporate governance developments, applicable legislation and standards, stakeholder expectations and responsibilities, such as the monitoring of our supply chain and completing modern slavery reporting requirements. CTM continues to offset 100% of the carbon emissions created by our own employees' travel. We support our clients to achieve their own carbon neutrality goals through the CTM Climate Plus program, and to make more informed travel choices through our ongoing investment in developing new sustainability features within our proprietary technology tools.

Other exciting initiatives delivered in the last financial year include being the first travel management company to sign a multi-year sustainable aviation fuel agreement with Delta Air Lines, which will reduce lifecycle emissions by 209 metric tons of carbon dioxide equivalent to the amount of carbon sequestered by 256 acres of U.S. forests. Locally, each CTM team has taken practical steps to have a positive impact on the environment, which includes initiatives to reduce waste, recycling, including recycling e-waste, and participating in Earth Hour. CTM's people initiatives focus on diversity, health and safety, and training and development. Our teams are made up of employees who bring a diverse range of skills, experiences, backgrounds, thoughts and beliefs.

We continue to have gender diversity at the leadership level, with 68% of our team leaders and managers being female, and 46% of our senior leaders being female. During the year, we introduced new and enhanced training relating to diversity and inclusion, equal opportunity, unconscious bias, and becoming a diversity, equity and inclusion ally and agent for change. In Australia, we completed Indigenous engagement plan initiatives, which included our continuing partnership with the NRL Cowboys House in North Queensland. During these challenging times, the health and safety of our people continued to be paramount. We have supported our employees with a variety of initiatives promoting health and mental well-being locally in each region. We launched a new global learning management system to support our people with flexible learning to suit everyone's different learning needs.

We are focused on working and collaborating with our clients and suppliers to reduce our collective environmental footprint. We are committed to developing and supporting initiatives that provide practical and sustainable benefits to businesses today and into the future. While we have made good progress, we recognize that we need to continue to enhance our sustainability reporting and work on this will proceed through FY 2022 to refine data capture, measurement and goal setting. Let me speak now about remuneration. The impact of COVID-19 on CTM's FY 2021 earnings meant that many of the remuneration related measures we put in place in response to COVID-19 during FY 2020 had to remain in place for FY 2021. These measures included no increases to fixed annual remuneration or to the fees paid to non-executive directors.

No short-term incentives for key management personnel and for many of our people, reduced working hours and pay. We also made some temporary adjustment to our share-based incentive program for the grants of share appreciation rights last year and this year. On 1 July 2020, we made one and two-year equity incentive grants, the details of which are described in our 2021 remuneration report. We acknowledge the performance periods for these grants were shorter than those traditionally offered, but they were aimed directly at an excellent retention rate. There's been much uncertainty for staff in the travel sector. Talent, retention and motivation are critical for CTM's business performance and to create wealth for shareholders. Employees in the travel industry with transferable skills who are experiencing uncertain future prospects are targeted by other industries.

The FY 2022 equity incentive program has also specifically been adjusted to enable grants across two and three-year performance periods to address these ongoing challenges in the travel industry, while seeking to focus our staff on sustainable growth and shareholder alignment by having skin in the game. Further details are also found in our 2021 remuneration report. These grants only vest where demonstrable outperformance by the company is achieved. The board is very conscious of shareholder alignment in any vested. The company is in the unique position where the Managing Director does not participate in these grants, but as major shareholder supports the grants, thus signaling further alignment with shareholders' interests. Our overarching remuneration strategy remains focused on driving performance and providing competitive total rewards that attract, retain and motivate the high-quality employees required to deliver on CTM's long term growth aspirations.

Director, who currently participates in CTM's equity-based incentive program, and she participates in the program on the same basis as all the other senior leaders across the business. We expect that when business operating conditions normalize, the remuneration structure will turn. Your board is of the view that this structure is simple and clear and has served CTM's shareholders and the leadership team well for many years. Throughout these difficult times, the group has demonstrated its ability to manage costs while keeping the business ready to capitalize on opportunities that align with CTM's strategic direction. CTM's track record of delivering expert service and proprietary technology is even more relevant in the complex COVID-19 travel environment. Our global expertise in cross-border travel arrangements and logistics has not only supported our high client retention, but also delivered client wins.

I would like to thank and acknowledge all CTM management and team members for their efforts. We acknowledge the challenges faced by our staff globally and appreciate their resilience, adaptability and professionalism which has been demonstrated throughout the pandemic. The support, understanding and loyalty of our people is a testament to the culture at CTM. To our CTM alumni, we thank you too for all you have contributed to the business and look forward to welcoming many of you back as travel activity recovers around the world. As I mentioned earlier, significant progress has been made during the year in global responses to the pandemic, particularly in the production and rollout of vaccines, deployment of rapid antigen testing and development of antiviral medications.

As business opens up and various travel restrictions begin to be relaxed or removed around the globe, we are well positioned for recovery with a clear focus and strategy for delivering long term value for our shareholders. Finally, I would also like to thank you, our shareholders, for your continued loyalty and support. My commitment, alongside that of your whole board of management, is to ensure we continue growing a great corporate travel business. I will now ask our Managing Director, Jamie Pherous, to address the meeting.

Jamie Pherous
Managing Director and CEO, Corporate Travel Management Limited

Thank you, Ewen, and welcome everyone. If we can go to the next slide. I'm pleased to walk through our first quarter performance and provide some further color around trading into FY 2022. If we can go to slide 14, please. From an investor perspective, we think we have five unique characteristics that set us apart from our peers. Firstly, I'm pleased to advise that profitability continues into FY 2022, following on from fourth quarter 2021. Also, our first quarter of 2022 delivered it in line with our internal forecasts. It's nice to say that 1H 2022 is on track at CTM. Profitability is much more important than you might think at first glance, because it's a unique differentiator.

Profitability allows us to reinvest in both the technology and our people that we will need to service our clients through the recovery. We're often asked, why are we profitable? It's sustainable profit as well, because we're investing. Why has that happened? It's really because of the next two unique characteristics. Firstly, it's the environment, and it plays perfectly well to our strengths, which is all about winning market share. We have always said to our investors that you need a blend of quality service, innovative technology and global data to deliver a return on investment to be a sustainable successful business in the corporate travel segment. We strongly believe no one else can genuinely deliver on all three of these things. The current complexities of travel in the COVID environment has amplified our competitive advantage.

Through the last 18 months or so, we have built a global reputation through our highly skilled expert service and technology in managing large global travel logistics through the shutdown, translating into record levels of work for the company, but often these clients are traveling immediately as they rely on our expertise to enable them to operate their businesses when borders are closed. This market share gain is also evidenced by our above-market revenue recovery rates and ability to be profitable, which we'll talk about shortly. The next point is our largest regions are recovering the fastest. This is important. Ewan talked about the last quarter being 80% of our group revenues deriving from North America and Europe. For September, it climbed to 83% because they're larger and they're more open, versus 72% on a CY 2019 pro forma basis.

As you'll see shortly, these two regions are already fully open for domestic and will be fully opened for international travel from 8 November without any quarantine impediments. Fourthly, we have maintained a strong balance sheet through the COVID cycle with zero debt. In fact, we expect strong operating cash conversion at our 1H 2022 reporting period as the business builds momentum. Lastly, and importantly, CTM will be a much larger business, in fact, 57% larger than it was pre-COVID upon a full recovery. This is where we're different to our peers, who often had to dilute shareholder value to survive the crisis. It's our strong financial position enabling us to make the transformational acquisition of Travel and Transport in the U.S. last October 2020, and we estimate we are now the fourth largest branded corporate travel company in the world.

As a result, along with our strong financial performance, we are well-positioned to assess further acquisition opportunities. If you go to slide 15. This slide graphically illustrates how much larger the business will be on a full travel recovery. As you can see on the chart here, this chart compares revenue and EBITDA in calendar 2019, which is pre-COVID, with what revenue and EBITDA will look like upon a full post-COVID revenue recovery. As you can see, on a full revenue recovery, revenue jumps 57% or from AUD 459 million, which is what we delivered in CY 2019, to AUD 720 million. The corresponding EBITDA increases from AUD 150 million to what we forecast to be AUD 235 million.

Now this is due to the synergy realization through the combination of Travel and Transport, but also the global permanent cost out taken out of CTM, as well as the benefits from further automation introduced throughout the group since 2019. Importantly, our recovery program is on track because this chart illustrates what would happen on a full revenue recovery. There are two important further data points since the year-end that gives us confidence in achieving this revenue trajectory. Firstly, it's Europe. Europe's performance is a telling example that our recovery targets are attainable even on lower revenues. Europe's first quarter 2022 performance delivered an all-time record profit contribution in the history of the region to the group on just an 80% revenue recovery.

For us at CTM, to be able to manage a business to come all the way back to 80% and see that translate as we hoped, gives us a lot of confidence in the other regions in terms of returning to a great result when things return to full recovery in revenue. Secondly, and importantly, this chart does not account for any organic growth since calendar 2019. If you can see in that last bullet there, we know our recovery rates are significantly above market, but we also know that when regions have been opened for at least four months with no restrictions, these regions that we've pointed to, which is China, New Zealand and intra Queensland and WA, have been trading more than 100% of pre-COVID activity, and in some cases materially more than 100% of pre-COVID activity.

Again, another data point that confirms the two things. We are making market share gains at CTM and client activity does recover where there are no impediments to travel, i.e. quarantine. Onto slide 16. We'll just give you a bit of an update now about the quarterly trading update, just to illustrate our continuing profitability. As you can see on the left-hand side charts, revenue has continued to climb a further 12% on the last quarter or 186% on the prior corresponding period. The business continues its profitability. TTV was a solid 30% up on full quarter 2021, which is our last consecutive quarter, to approximately AUD 1.1 billion for the quarter. Again, it's important to reinforce these 1Q results are in line with our internal forecasts.

To make it very clear, this is because the first quarter is seasonally the weakest quarter of the year for CTM because the vast majority of our revenue comes from our largest regions of North America and Europe, where corporates are on vacation for around half the quarter. In fact, in 27 years of CTM, 1H profits rarely exceed the previous Jan-June's half profits. That just supports the seasonality that we're seeing. Now let's look at the key impacts by region in the first quarter on the right-hand side of this slide. We will talk to what we've seen post-September and into October, and how this could play out into 2H 2022 on the next two slides because as you're probably aware if you read the papers and watch the media, things are turning positively quickly all around the world.

Firstly to our largest region, North America. North America highlights the difficulties of bringing back a business in a stop-start economy. As we flagged at our full-year results, we experienced a very rapid activity return in the fourth quarter of FY 2021. As a result, we employed 200 staff to manage the expected trajectory. We wanna do this because we've been through a number of cycles before, and we know that service suffers, service can really suffer if you don't think ahead. That's again, having our profitability puts us in good stead to be able to make these plans. However, rising Delta infection rates in the U.S. temporarily slowed momentum through August, September, impacting EBITDA for these two months and the momentum in those two months. Thankfully, momentum returned late in September and North America is on track for its largest post-COVID profit result this month.

Importantly, we have the workforce capacity to absorb this additional activity. What we are seeing around the world is very clear. The higher vax rates, the less likely the open/close cycle will continue, allowing greater predictability in planning for the recovery. Europe is a prime example, with U.K. being the most advanced region in getting back to normal in this first quarter. Europe was clearly our outperformer due to momentum from client wins and the rapid reopening. As I mentioned earlier, the first quarter was a European all-time record profit contribution on just an average quarterly 80% revenue recovery in pro forma revenue. This recovery rate is well ahead of the market. Further evidence of the large volume of clients won in the region since COVID. Now on to ANZ.

Both Australia and New Zealand domestic has been largely closed throughout the entire first quarter. Despite the shutdown, we remain marginally profitable due to 100% recovery in interstate Queensland and WA travel. Like the U.S., we are terribly conscious of supporting clients through the recovery. We deliberately chose to retain our skilled and experienced workforce, particularly in Sydney and Melbourne, to service what looks like an imminent reopening. While it's impacted profit in first quarter, this will serve us and our clients really well into the second half of 2022. In Asia, it continues losses as expected in the quarter. If we go onto slide 17 now, I wanna talk a lot about what's happened post-September, because it's playing well into our regions. There's a groundswell of travel relaxations currently occurring in key CTM markets, particularly offshore.

We have chosen to put the regions in descending order, starting with the regions with the highest vaccination rates for the first quarter, which by no surprise, are also the regions with little to no travel restrictions and have recovered the quickest in revenue and profitability versus pre-COVID. Before we continue, it's a timely reminder that the top two regions of Europe and North America contributed 85% of our first quarter revenues. Firstly, to Europe, our second-largest region. As you can see now, domestic and international is fully opened without any quarantine restrictions, and transatlantic is opening 8th November, completing a full opening without quarantine for anything that's material at CTM.

I know it must be very hard to comprehend if you're sitting in Sydney or Melbourne listening to us via video conference, that the U.K. domestic is now fully open with no restrictions and international is open without quarantine, including, of course, the transatlantic route coming shortly. After my weekly call with our European CEO this week, it's nice to say that offices are coming back to work. London is buzzing. Standing room only on trains. There's no masks. Car parks are full. There's traffic jams again. For us, some key metrics, our conference requests are at all-time highs. Last week alone, we're back to booking over 3,000 rail tickets a week. Things in the U.K. seem pretty normal. What does that mean for us?

This points to a good, steady, continued recovery, as things appear to stay open and continue. Next to North America. Again, our largest region. While we saw a six-week pullback in domestic travel through mid-August to September, domestic is again unrestricted, and we are seeing a significant recovery in activity as a result in October. So much so that we still expect October to be North America's largest profit since COVID-19 began. We also have significant capacity, as we said earlier, in the current workforce after employing in July. Again, a really important point to make sure we win and retain business through the recovery. The good news is international is finally opening 8 November with quarantine to and from the USA on all key CTM routes, including the transatlantic, quarantine-free.

In terms of the impact on this, on the busiest route in the world, typically corporates don't book too far in advance, but as of last week, North America issued over 3,000 tickets across the Atlantic, a positive sign of things to come. What I must point out, we soon go into the quiet Thanksgiving, Christmas period in North America, and because of the lull with the Delta infections, some companies chose to delay coming into the office till January 1. I guess we've just got to be mindful of that. We still think the momentum from having unrestricted travel sets up the region really nicely for a strong second half. Next, Australia, New Zealand. Again, we are also buoyed by the recent accelerated vaccinations and resulting border openings ahead of schedule.

I wanna reiterate that domestic activity recovered to 85% of pre-COVID activity in a six-week period when all domestic and N.Z. borders were continuously open back in April 2021. We know it can bounce quickly. The domestic triangle, which is currently dormant today in our results, represents 30% of the region's revenue and is largely online. We know we can return with limited additional cost base to support that business. Additionally, to our surprise, we're opening up Sydney and Melbourne now to our key corporate trunk routes of U.K., U.S.A., and Singapore, which are also largely dormant today and represent over 10% of our regional revenue. Corporate routes to the U.S.A. and U.K. are also the most lucrative routes for the region. Lastly, we've won a number of large specialty and logistic projects, all commencing around December and January.

Again, this will set up the region really nicely for a rebound in second half 2022. You're getting the theme of what's going on. We've got good openings, good consistency, setting up the second half. Lastly, onto Asia, where unlike the other regions, we're more like a normal travel company. For the rest of CTM, we have a 70%/30% split between domestic and international. Asia, of course, ex-China, is all international, where travel restrictions still apply at this point in time. As a result, it is making small marginal losses as we expected. However, there are some positive signs for the first time since COVID began through October.

China is running at 185% of pre-COVID TTV month to date as the country has reopened internally and removed all restrictions domestically, which is a healthy sign. Singapore, consistent with opening up to the world, is undergoing a rapid recovery, doubling month-on-month from August to September to now October. In fact, some stats for our key non-Asian routes. For example, U.K. is back to 31% of pre-COVID TTV, and U.S. back at 24% of pre-COVID rates. That's in September. That's moved in October. This is really encouraging for us in terms of thinking about what international structural changes could happen post-COVID. While this is positive, of course, and will assist us in reducing losses, we still do not expect profitability in the Asian region until Greater China opens up its borders to the rest of Asia.

That's what we're waiting for. If we go onto the last slide, just a quick summary and recap. Firstly, our first half is on track because we delivered in line with our internal forecasts. In the second quarter, we logically expect increasing momentum from border openings highlighted on the previous slide. I wanna remind you that corporates typically slacken Thanksgiving and Christmas. We don't know if we're gonna get a sugar hit or not, we just don't know, but we're being cautious. Nevertheless, it's pleasing to see unrestricted travel without quarantine in our largest markets of the U.S. and Europe. As a result, we now expect significant momentum and profitability in the second half of 2022.

I say this, again, to reiterate, because our largest regions of Europe and USA are expected to be fully open for the entire second half without any quarantine restrictions versus the first half. Additionally, Australia, both domestically and internationally, should be largely open as well in the second half versus the first half. As you can see, the first half and the second half of CTM is expected to be comparing apples with oranges. It's for this reason we expect a stronger than normal 67% second half skew to profits, which makes good sense. Lastly, coming to acquisition opportunities. The acquisition COVID cycle certainly isn't over. We've seen continued large losses across the industry globally amongst our peers that are public and private, that are reporting. Clearly, things are getting worse before we're getting better.

In overseas markets that are recovering, many peers are laden with a lot of debt. As a result, we continue to explore overseas acquisition opportunities to support global strategy. There's still a lot of them around that we're looking at. Going on to cash flow and dividends. As Ewen said before, we expect strong operating cash flow conversion the first half reporting date. Assuming the momentum continues, as we said in the second half, we are targeting return of dividends in CY 2022. Lastly, our strong financial position and profitability gives us a large competitive advantage that cannot be underestimated. This is because recovering an open/close economy is really tricky. We've seen it in North America and Australia, where we employ in advance and then we get an open/close outcome.

Our low fixed cost base, combined with our strong financial position and automation, allows us to continually invest in the technology and the people we'll need to service our clients through the recovery. This, as I said before, can't be underestimated as winning and retaining clients is a core principle to our success to date and will be through the rest of the recovery. We have seen a number of recoveries in our 27-year history, and we know that it's harder than you think to keep the staff up with the service. While the clients will give you goodwill through COVID, that goodwill evaporates quickly if you're not strategizing ahead of the game. Lucky for us, we're in that position to do so. Lastly and importantly, I wanna thank our staff for their resilience, patience, and especially their loyalty through this cycle.

To my wonderful management team that continue to execute near flawlessly in a really difficult environment and backdrop. We all wish to pay much gratitude to our clients that have stuck with us. All of you are in safe hands because we have all the pieces in place to navigate this recovery with you. To our investors, thank you again for your support. We still have so much more to achieve yet at CTM. Thank you, and I'll hand back to our Chairman, Ewen Crouch.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you, Jamie. There'll be an opportunity to ask questions on Jamie's presentation and my address shortly. However, before we proceed to the items of business for today's meeting, I remind you that only shareholders, proxies, or other authorized representatives are entitled to ask questions at today's meeting, and matters raised must be relevant to the business of the meeting. A total of five resolutions are to be put to shareholders at today's meeting. All resolutions are ordinary resolutions, meaning that to pass, they require at least 50% of the votes cast in favor by shareholders entitled to vote on the resolution. Each agenda item will be discussed in turn, and we will address questions relevant to that item of business.

As mentioned before, questions can be submitted at any time. To submit a written question, select the Messaging tab at the top of the Lumi and type in your question. Once you have finished typing, please hit the arrow symbol to send the question. To ask a question verbally, please pause the broadcast on the Lumi platform and then click on the link under Asking Audio Questions. A new page will open, where you will be prompted to enter your name and the topic of your question before being connected. You will be able to listen to the meeting on this page while waiting to ask your question. If you have any issues using this system, please return to the virtual platform. We ask that your questions are directed at matters relevant to the business of the meeting. We will endeavor to answer all of your questions.

However, if due to time constraints, we are unable to address your question in the meeting, we will contact you after the meeting. Please note that if we receive multiple questions on one topic, these questions will be amalgamated together. Voting will be conducted by way of a poll on all items of business. As I explained earlier, voting for all resolutions is now open and will remain open throughout the meeting. If you are eligible to vote at this meeting, a voting tab will be visible on your screen. Selecting this tab will bring up a list of today's resolutions and present you with voting options, for, against, or abstain. There is no need to hit a submit or enter button as the vote is automatically recorded. Please submit your votes at any time.

I will give you a warning before I move to close voting. Valid proxies received are held by Computershare, CTM share registry provider. I will announce the valid proxies received for each resolution when the agenda item is discussed. Please note that all valid proxies that have been received within the prescribed time limits have been admitted. Further, as set out in the notice of meeting and proxy form, I confirm that I intend to vote undirected proxies given to me as chairman of the meeting in favor of each item of business. The Corporations Act and the ASX Listing Rules require that certain persons must not vote in particular ways, and the company must disregard particular votes cast by or on behalf of certain persons on resolutions one, 3 A, and 3 B.

Full details of these voting restrictions are set out in the notice of meeting and have been complied with. I will now move on to the formal items of business. As required by Section 317 of the Corporations Act, I table for discussion the annual report, including the financial report, directors report, and independent auditors report for Corporate Travel Management Limited and its controlled entities for the year ended 30 June 2021. This report has been sent to all shareholders. There is no requirement for a shareholder resolution on this item. The company's auditor, Mr. Michael Crowe from PwC, is present and available to answer any questions in respect of the independent auditors report. I will pause now to see if there are any questions directed to Michael Crowe on the independent auditors report. Thank you.

Now is the opportunity to ask any questions of me or of Jamie in relation to my address or Jamie's presentation, or in respect of the 2021 annual report. I think we do have some questions here.

Speaker 5

Chairman, we have a question from the Australian Shareholders' Association. Your company has returned to profitability in the last two quarters. What division of the business or what region is likely to be the most profitable going forward in a recovering COVID-19 environment, and what would be the main drivers of this?

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you very much. As Jamie mentioned, we expect North America will be the largest region into the future because of its size and the scale that we have derived following the acquisition of Travel and Transport a year ago. Next question, please.

Speaker 5

We have a second question from the Australian Shareholders' Association and a similar question from shareholder Raymond Tollefson from Teaminvest around M&A. Will your board continue to seek suitable merger and acquisition opportunities during the pandemic? What type of clarity in market and economic conditions would you require before making such a decision? If any acquisitions are made, how is it intended to fund them?

Ewen Crouch
Chairman, Corporate Travel Management Limited

Right. I'll take both questions together, and I think it's better, Mr. Tollefson, if it's okay if we answer your question with the ASA question, and I think it's better if Jamie addresses that, for both of you. Over to you, Jamie.

Jamie Pherous
Managing Director and CEO, Corporate Travel Management Limited

Yeah. Thank you, Ewen. In terms of acquisition, there's a lot of opportunities, particularly in the Northern Hemisphere that we're looking at. In terms of the conditions, I think it's fair to say that things have turned, so we've got a lot more clarity moving forward than we ever had when we undertook Travel and Transport. Looking back in hindsight, that was a lot more unknown. We're really comfortable in this environment because we think particularly in that side of the market, they're gonna turn quickly. The second question relates more to our gaps in our network and those that may be under consideration for acquisition, and if they're made, how do we intend to fund them?

Just on the network play, just to remind you, and we'll talk about this more at the Radius Travel group and it's the largest independent group of network travel agents that many of them support many of our accounts around the world where we're not on the ground. We're really advancing that network as well. That's one thing we're doing. Where we really love a partner and we think that there is material. Obviously, that's our first point of call to acquire that partner. At this point, we're very comfortable with our footprint. At the moment, we're in the right places that we need to be. If we're gonna make an acquisition, how do we intend to fund them?

Like we always say, we'll look at it at a point in time. We've got a very strong history of looking after our shareholders. I'll leave it at that.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you, Jamie. Next question, please.

Speaker 5

We have a further question from the Australian Shareholders' Association. We noticed that the company has been well led and managed throughout COVID-19. Given the changes in workforce structure, communication, technology, and costs related to carbon emission reductions, what are possible risks that may need business model adjustments to ensure future shareholder value?

Ewen Crouch
Chairman, Corporate Travel Management Limited

To the ASA, thank you very much for that acknowledgement of the efforts of our management team. We're very grateful to receive it. The team have been particularly agile in their approach to managing the business, continuously adjusting to reduce the impact of the pandemic on the business as far as possible, and also to anticipate and prepare for risks in the longer term. One of the things that has been a key focus during the course of the last year is sustainability. To the extent that, as I've mentioned in my address last year and earlier on, we expanded the remit of the board's committee on remuneration to include sustainability matters, and that's been very capably chaired by Sophie Mitchell.

I'd just like to give you a little bit of a flavor of what we're doing there, and I'll just pass over now to our Chief Operating Officer and Executive Director, Laura Ruffles, who has management oversight of this area.

Laura Ruffles
Executive Director and Global COO, Corporate Travel Management Limited

Thanks, Ewen, and thank you for the question. Absolutely, it's an area of focus and continued investment for us. There is not one customer proposal that comes out or comes to us that doesn't have a huge area on sustainability and travel choices for people. Therefore we look at different solutions across our customer base as well as ourselves internally. We have a program to offset our customer carbon emissions through Climate Friendly through a Climate Plus program, which has been very, very successful for us in a partnership with South Pole.

What we try and do is work across that customer base to understand what their goals are so that they can make some responsible choices and give them all the information available and different programs that will complement their own efforts as well as our own. I think also to supplement that, as we go through and look at our technology, which is a big part of our value proposition, we've made some changes to our technology, particularly in the last 12 months.

As Ewen alluded to, the recent award that we won in the U.K. for our Lightning product, what we've done is built a lot of sustainable information into our travel transaction products so that people can make better choices up front for responsible travel and purposeful travel as they move forward. Lastly, what we also do is, as well as work with the customers, is go across our supply chain network. One really good example of that is we were very proud to announce back in July that we were the first partner of Delta to sign a multi-year agreement on the sustainable aviation fuel program.

That's really what we're doing across all of our suppliers is engaging with them on their own goals and how we can partner to make better choices and have sustainable programs across that supply chain as well. Definitely has a lot of focus.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you very much, Laura. Next question, please.

Speaker 5

Chairman, we have a question from shareholder, Mr. Kaleem Jamil. Can you please give us more color on the client wins in the U.S. and U.K.? If travel was to return to pre-COVID levels, would CTM have revenue at 120%, 140% or 150% , etc., of pre-COVID revenue?

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you, Mr. Jamil. Let me pass across to Jamie to answer this question for you.

Jamie Pherous
Managing Director and CEO, Corporate Travel Management Limited

Yeah. Thanks, Ewen, and thanks for the question. Look, as we've said before, we never speculate on what could have, should have, would have when we're trying to get through COVID. However, what we do look at our recovery rates versus peers, and without exception, they're ahead of our peers, which tells you we're winning market share. And that's our focus as well. Again, that's all I'm gonna say at this point, but I hope you understand.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thanks very much, Jamie. Are there any other questions?

Speaker 5

There are no other questions at this time.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you, Anne. In that case, I will now move to the first resolution, which is the adoption of the remuneration report. This resolution is to consider, and if thought fit, pass the following resolution as a non-binding ordinary resolution that the remuneration report for the year ended 30 June 2021 be adopted. The preparation of the remuneration report is required to be considered by shareholders in accordance with Section 250R of the Corporations Act. I would remind shareholders that the vote on this resolution is advisory only and does not bind either the board or the company. Although the board will take any discussion at today's meeting into consideration when determining the company's remuneration framework and policies. Are there any questions in respect of the 2021?

Speaker 5

Chairman, there are no questions in relation to the 2021 remuneration report at this time.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you. Can we now display proxy votes received on this resolution on the screen? Before we vote on the resolution, I advise that the following proxies, as displayed on the screen, have been received. I now move that the remuneration report for the financial year ended 30 June 2021 be adopted. As Chairman, as I mentioned, this resolution will be put to a poll. Thank you. I will now move to resolutions 2A and 2B on the election of directors. The ASX listing rules and the company's constitution require the company to hold an election of directors each year. This year, the directors offering themselves for election are Jon Brett and Laura Ruffles. Resolution 2A concerns the re-election of Jon Brett. I'll take the resolution as read.

Jon was appointed to the board on 31 January 2020 and was elected by shareholders at the 2020 Annual General Meeting. I will now ask Jon to address the meeting.

Jon Brett
Non-Executive Director and Chair of the Board Audit and Risk Committee, Corporate Travel Management Limited

Thanks, Ewen. I'll keep this short. My name is Jon Brett. I've had the privilege of being on the CTM board since January last year, and I'm currently standing for re-election. My CV is in the annual report, so I will not repeat it. As Ewan stated previously, I'm the Chair of the Audit and Risk Committee, and I sit on the Remuneration and Nominations Committees. One of my observations of being on the CTM board, and has been noted in this meeting, is the strength and depth of the management team and the ability to react to the ever-changing environment of COVID. I would like to thank my fellow board members and all the team at CTM for their wonderful efforts during some very difficult times. Finally, thank you in advance to all those who voted for me to be re-elected.

Along with my fellow board members, we will continue to work hard to help CTM fulfill all its goals. I'll now hand back to you, Ewen.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you, Jon. Are there any questions in relation to this resolution?

Speaker 5

Chairman, there are no questions in relation to this resolution.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you. Can we display proxy votes on the screen, please? I now move that Jon Brett be re-elected as a Director. The board, with Jon abstaining, unanimously recommends that shareholders vote in favor of his re-election. Voting on this resolution is open, as I mentioned before, and shareholders can vote at any time. We will now move to resolution 2 B, which relates to the re-election of Laura Ruffles as a Director. Laura was appointed to the board in 2015 and was last re-elected by shareholders at the 2019 AGM. I'll take the resolution as read and invite Laura to address the meeting.

Laura Ruffles
Executive Director and Global COO, Corporate Travel Management Limited

Thank you, Ewen. I'm Laura Ruffles. I've been with CTM now for nearly 12 years. It's been an amazing journey, and I wanted to publicly thank all of the colleagues and peers across CTM for their ongoing support and commitment through high growth, through acquisitions, and certainly through this pandemic, and interesting times we have found ourselves in. Also to our customers for their loyalty and dedication and trust, and of course to our suppliers as well that we work with and our shareholders. The industry and our lives in general have been through an extraordinary time in the last 18 months.

As we go forward, I'm very optimistic around how next year we can rebuild and regrow and support all of the goals that we have to be able to get people traveling safely again. I really look forward to working across the teams and taking that forward. Thank you.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thanks very much, Laura. Are there any questions in relation to the re-election of Laura Ruffles to the board of CTM?

Speaker 5

Chairman, there are no questions in relation to this resolution.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Thank you. Can we now display the proxy votes received on the screen? I move that Laura Ruffles be re-elected as a director. The board, with Laura abstaining, unanimously recommends that shareholders vote in favor of her re-election. Voting on this resolution is open, and shareholders can vote at any time prior to the close of voting. I now move to resolutions 3A and 3B concerning the issue of share appreciation rights to Laura Ruffles. Shareholder approval is sought from shareholders under the ASX listing rules to authorize the company to issue up to 62,500 share appreciation rights to Executive Director and Global Chief Operating Officer Laura Ruffles under the company's Omnibus Incentive Plan. Full details of the terms of issue and details of Ms. Ruffles' remuneration arrangements are set out in the notice of the meeting.

As I explained earlier, in the light of the impact of COVID-19 on FY 2021 remuneration outcomes and the uncertain environment for employees in the travel sector, the board decided to make some adjustments to CTM's remuneration arrangements for long-term incentive programs last year and this year. This included that the FY 2022 equity incentive opportunity would be comprised of share appreciation rights subject to an EPS hurdle measured across two and three-year performance periods. Are there any questions on these resolutions?

Speaker 5

Chairman, there are no questions on these resolutions.

Ewen Crouch
Chairman, Corporate Travel Management Limited

Can we now display the proxy votes on the screen, please? This is Resolution 3A. I move that up to 62,500 share appreciation rights be issued to Ms. Laura Ruffles in accordance with the terms of issue set out in the company's notice of meeting, including satisfaction of the EPS growth targets over a two-year performance period. Voting on this resolution is open, as I mentioned before. I will now move to Resolution 3B and ask that the proxy votes for that one be put up on the screen. I move that up to 62,500 share appreciation rights be issued to Ms. Laura Ruffles in accordance with the terms of issue set out in the company's notice of meeting, including satisfaction of the EPS growth targets over a three-year performance period.

Voting on this resolution is open, and shareholders can cast their vote at any time. We are now at the end of the formal resolutions, and I will leave the voting for all resolutions open for a few more minutes. I'm about to close voting, so I think everybody has had an opportunity to vote. I trust that's the case, and I notice that there are no more questions that have come through. Thank you very much, everyone. I will now declare the poll closed. The results of the poll in respect of all resolutions will be released to the ASX and also made available on CTM's website as soon as practicable following close of the meeting. I wish to advise there is no other business, and therefore I will conclude the business of the meeting.

I would like to thank everybody for joining us today and for participating in the meeting. We look forward to your participation in the 2022 annual general meeting, which we trust will be a face-to-face occasion. Let me now formally close the meeting. Thank you.

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