Cettire Limited (ASX:CTT)
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Apr 24, 2026, 4:10 PM AEST
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AGM 2024

Nov 14, 2024

Bob East
Chair, Cettire

Good afternoon all. I am Bob East, Chair of the Cettire Board, and on behalf of the Board of Directors and Management, we welcome all shareholders and guests to Cettire's 2024 AGM. I'd like to start by acknowledging the traditional custodians and the lands in which we gather across Australia today, and to pay our respects to Elders past, present, and emerging. I've confirmed with the Company Secretary that the Quorum is present and declare the meeting open. The Notice of Meeting was lodged at the ASX on the 11th of October 2024, and I will take the notice as read. I welcome Cettire's Directors, who are online today: Founder and CEO Dean Mintz, Non-Executive Directors Rick Dennis, Bruce Rathie, John Gibney, and Caroline Elliott.

Also online are Tim Hume, CFO, Marie Festa, EVP Communications, Fiona van Wyk, Company Secretary, Crystal Gangemi, Audit Partner, Grant Thornton, and representatives from Automic, the Company's share registry. In order to vote at this meeting, you need to have registered your shareholding with the Company's share registry, Automic. If you haven't already done so, please follow the instructions which are currently displayed on screen to register and vote at this meeting. Voting is being conducted by poll on all items of business. Automic has been appointed as Returning officer for the purposes of conducting and determining the results of the poll. The poll is open, and you may now vote on all resolutions. To ask a question online, click the Q&A icon. Type your question, including your name, shareholder number, HIN or SRN, and the agenda item.

If you would like to ask a verbal question, include "I would like to ask a verbal question," and then click Submit. I encourage shareholders to submit online questions as soon as possible. I'll address questions as I move through the items of business and consolidate questions that relate to similar topics. The FY 2024 Annual Report provided a comprehensive overview of the performance of the business, and Dean will expand on this in his presentation. I'll therefore provide a high-level summary today. Cettire delivered strong performance once again in the 2024 financial year. Sales revenue increased by 78%, Adjusted EBITDA was AUD 32.5 million, Net Profit After Tax was AUD 10.5 million, and its core operating metrics were well ahead of the prior year's performance. Cettire ended the year with over 690,000 customers, with over 60% of its revenues coming from repeat customers.

A number of significant milestones were achieved during the year, including surpassing a million annual orders, recording our highest-ever gross and net customer adds in a quarter, and launching our domestic China platform. Overall, we exited the financial year having delivered strong growth while maintaining sound profitability and strong cash generation, a great achievement notwithstanding the headwinds that emerged in the final quarter of the financial year. The impact of softening demand in the global personal luxury sector, accompanied with unprecedented clearance sales activity, became evident in Cettire's fourth quarter performance. Dean will speak to this in more detail in his address. In addressing some of the concerns raised in the second half of the financial year, the Board of Management felt it was important to conduct internal reviews and expand the FY24 audit to include in-depth assessments on the various public claims regarding Cettire's practices and processes.

While these workstreams extended the completion of the audit beyond the release of Cettire's full-year results in August, the in-depth review was an important process. The Company's independent auditor issued an unqualified opinion on the expanded audit on the 24th of September 2024. Notwithstanding the share price volatility and numerous distractions over the past six months, management is committed to enhancing stakeholder communications and delivering ongoing value to shareholders. During the financial year, the Board reflected on the size and composition of the Board to ensure it remains fit for purpose as the Company scales. We appointed a Board and Executive Search firm to assist in the recruitment process, and pleasingly, John Gibney and Caroline Elliott joined as Non-Executive Directors of the Company, and both are standing for election at today's meeting.

John's strong financial background and solid understanding of global capital markets, and Caroline's 25 years' experience in Non-Executive Director and corporate C-suite roles across a range of sectors, including retail, financial technology services, and transport, are valuable additions to the Board. In closing, Cettire's flexible and resilient business model positions us extremely well to execute on our strategy to maximize profitable growth. Our ongoing commitment to delivering value to our supply chain partners and customers, along with our unwavering focus on remaining capital-light and self-funding, provides us with the greatest opportunity to grow our share of the significant online luxury market. I would like to take this opportunity to thank my fellow Board members for their contribution during the year.

And on behalf of the Directors, I'd like to acknowledge and thank Founder and CEO Dean Mintz, CFO Tim Hume, and all team members for their commitment to the business over the past year. Lastly, thank you to our investors, our customers, trading partners, and all other stakeholders for their ongoing support of the Cettire business. I look forward to the year ahead as the business continues to execute on its strategy. I'll now hand over to Dean to take you through his presentation.

Dean Mintz
CEO, Cettire

Thank you, Bob. Good morning, everyone. Cettire's growth since inception has been extraordinary, which not only speaks to our customer and supplier value proposition, it also reflects the strength of demand for global personal luxury goods over the past seven years. Over the past six months, Cettire has been navigating through a more challenging external environment in the luxury market. Our focus during this time has been leveraging the inherent flexibility of our business model to address the various dynamics playing out across the sector. More recently, this has included increasing emphasis on profit over growth and focusing on how we can maximize the key drivers of our business. Additionally, growing our relationships with suppliers, maximizing our return on investment from marketing spend, exploring new ways to engage with our customers, and continuing to enhance our customer experience.

With this context, I'd like to take a few moments to reflect on some of the strong long-term fundamentals of the sector and provide added color on the supply and demand dynamics that have been at play more recently. Demand for personal luxury goods globally has outpaced world GDP by a multiplier of two over the past 28 years. This has seen the sector grow from approximately $84 billion to over $400 billion over the same duration. Notwithstanding a few short-lived periods of negative growth, it's clear that this sector is extremely resilient. The longer-term outlook for global personal luxury, despite current headwinds, remains very strong. By 2030, the overall market is expected to reach $622 billion, while the online segment is expected to represent over 30% of sales. Millennials and Gen Z customers are also becoming more relevant, forecast to represent 78% of luxury consumers by 2030.

When you consider the Total Addressable Market today sitting at around 400 billion and the expectation for this to grow to 600 billion by 2030, Cettire has significant opportunity over the long term to scale its business by growing with the overall luxury market, to leverage ongoing penetration of online sales within the sector, which is expected to reach 200 billion by 2030, to gain market share with fewer competitors operating in the sector following market consolidation, and to grow supply and demand with our differentiated value proposition. For those of you who follow luxury companies, you will have more recently observed weaker trading performances across the sector from both a growth and earnings perspective. The latest trading update from some of the world's largest luxury conglomerates reported material declines in sales growth. It is clear that the luxury market is currently facing challenges.

While the reasons for this are heavily debated, there are a handful of consistent comments across various participants in the sector, including the slowing of demand is cyclical, luxury is cycling a period of very strong growth post the pandemic, middle-income and aspirational customers are being priced out due to significant price increases across luxury fashion and leather goods over the past several years, impacts of a generational wealth shift to more discerning millennials and Gen Z consumers who are questioning value for money, slowing Chinese demand from Chinese nationals both abroad and at home prior to this, who have been the largest driver of growth in the sector over two decades, and these effects have contributed to an imbalance of supply and demand, with supply outpacing demand.

Elevated inventory levels, combined with softening demand, have translated to very aggressive promotional activity in recent periods as inventory holders have sought to generate cash and protect balance sheets. Some of this behavior has persisted into the fall-winter season. However, we already observe changes in the wholesale buying patterns, which should support improvements in the inventory dynamic. With a greater balance of supply and demand, we believe the pricing environment will improve in the coming months. We've also seen some consolidation within the online luxury space, with Matches Fashion exiting the market in July 2024 and recently announced a merger between Mytheresa and YOOX Net-a-Porter. While consolidation can contribute to short-term market volatility, it's also supportive of a more stable environment over the longer term.

As many of you will know, Cettire carries minimal inventory, which is the key to long-term differentiation of our business and a visible benefit in the current operating environment. Other elements of our business model, including our adaptable and flexible operating settings, our healthy cash balance, and capital-light growth, truly set us apart from our competitors, not to mention our highly capable and innovative team. Notwithstanding our more modest growth and profitability in recent periods, we believe we have strongly outperformed much of the luxury sector as well as other online luxury players, many of whom appear to be facing challenges. We continue to rapidly take market share and grow relevance within the luxury supply chain. Having said that, we are not entirely immune to the challenges in the luxury sector and have been working hard to mitigate any impact on the business.

On the supply side, we have seen continued resilience in our available inventories as well as additional suppliers, although the rate of growth in overall inventory has slowed in recent periods as additional suppliers have adjusted their buying in accordance with a more cautious consumer outlook. While the inventory situation remains dynamic and will take time to play out, we believe the majority of the buying adjustment has already been made, providing scope for stabilization and recovery of the supply and demand imbalance sooner rather than later. At the same time, Cettire has continued to experience very strong interest in new supply partnerships, which includes a number of major luxury brands. While these partnerships can take time to fruition, the pipeline of opportunities is as strong as it has ever been, and we have been adding additional headcount to support this growth. Our buying terms remain very competitive.

We are highly focused on further growing our supply chain, which already aggregates more than $2 billion of inventory across hundreds of supply partners globally. With our very strong pipeline of new suppliers and our investment in our business development and commercial resources, we will be positioned to scale the business once the sector stabilizes. On the demand side, notwithstanding the continued growth in our supply and our strong procurement terms, our proposition to the customer has adjusted to remain relevant and competitive against a backdrop of heightened promotional activity from both brands and third-party inventory holders. To stimulate demand, an increased portion of our margin has been passed to the consumer via our promotions. We have also observed higher caps in the fourth quarter of FY24 due to our competitors and the brands themselves looking to engage with similar audiences to stimulate demand.

This translated to lower returns on investment in that period. We have adjusted our marketing spend downwards accordingly, and we have sought to increase the emphasis on profit in the current year. We have also increased focus on driving sales from our existing customer base. We are currently exploring new marketing channels and are working on opportunities to build on the loyalty from our existing customers, including enhancing our offering in order to create the best possible user experience. Some examples include how we present products and providing greater visibility of the process from purchase to delivery, as well as marketing opportunities beyond the traditional pay channels. In summary, the business is well positioned to deliver through cycle profitability and to re-accelerate when conditions normalize. In our recent trading update, the metrics reflect many of the challenges I have outlined today.

As we stated at the end of FY24, given the uncertainty of how long the current promotional environment and challenging demand dynamics would continue, our focus has been on protecting Cettire's profitability. What we delivered in Q1 reflects this strategy. Looking forward, some of the factors currently impacting the sector and Cettire should dissipate over time. It's hard to see the level of promotional activity continuing indefinitely as profitability will once again be the priority of the various players in the global luxury market. We expect supply and demand dynamics to rebalance with future seasons, inventory levels reflecting the new norm, and a resurgence in creative direction across the sector with potentially lower year-on-year price increases will drive stronger demand over the medium term. Since Cettire was listed, we have constantly described our business model as one that is set up to sustainably deliver profitable growth.

We have also been clear that in this challenging environment, we are increasing our emphasis on profit relative to growth. We will, however, continue to remain relevant in this period and participate in promotional activity, albeit very cautiously. It is a delicate balancing act that has our full focus over the coming quarter, particularly as we work through the major sale days and festive season. For the remainder of 2025, we are focused on delivering improved delivered margins while remaining relevant in the sector, growth that is reflective of our lower investment in marketing, and improved long-term margins protecting our bottom line. Cettire's business model will sustain the business over the long term, regardless of what is happening in the broader market.

With our strategic mandate to drive profitable growth, what we can assure you is that while our growth and earnings will fluctuate depending on what is happening around us, we will leverage the flexibility inherent in our business model to ensure we remain self-funded, low-cost, and capital-light. To conclude, by reiterating why we are well positioned to deliver value to you, our shareholders, it is the attractive and resilient industry dynamics we operate in.

It is our sustainable business model that is built to drive profitable growth. It is our large and growing supply chain, along with our geographically diverse and loyal customer base. And most importantly, it is our world-leading global team that is focused on creating value. I would like to sincerely thank them for all their hard work and dedication to Cettire. Thank you. I'll now hand back to Bob to take you through the formal business of the meeting.

Bob East
Chair, Cettire

Thank you, Dean. So on to the formal business. The proxies received represent approximately 73% of the issued capital of the company. As chair of the meeting, I intend to vote in favor on all open proxies, on all resolutions put to the meeting. I'll now move to the first item of formal business to receive and consider the FY24 Financial Report, Directors' Report , and Auditor's Report of the company and its controlling entities. A copy of the FY24 Annual Report was made available to shareholders on the 24th of September 2024 and is available on CTT's investor website. There is no formal resolution to put to the meeting in relation to this item of business. However, I will now open and respond to any questions in relation to the Annual Report. Marie, are there any questions?

Marie Festa
EVP Communications, Cettire

No, Chair. There are no questions from existing shareholders.

Bob East
Chair, Cettire

Thank you, Marie. Okay, we'll move on. In accordance with the Corporations Act, a resolution for the adoption of the Remuneration Report is required to be put to shareholders of the company. The vote on this resolution is advisory only and non-binding on the company. However, the directors recognize the outcome of this resolution as an indication of shareholder sentiment in relation to the FY24 Remuneration Report. I'll now respond to any questions. Marie, do we have any questions?

Marie Festa
EVP Communications, Cettire

We do have a question, Chair.

Bob East
Chair, Cettire

Thank you.

Marie Festa
EVP Communications, Cettire

The question is from Stephen Mayne, and the question is, which of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, issued a report ahead of today's AGM against any of today's resolutions? Did any of them recommend against any resolutions? If so, what was their reasoning, and has this triggered any material protest votes?

Bob East
Chair, Cettire

Thank you, Marie, for the question. Look, I'll treat this question at a level that would be appropriate for shareholders. I'm not privy to each and every one of the proxy reports in detail. I can say with some knowledge that I believe there was a motion against on one of the proxies. I'm unaware if there are any others that nominated that the vote should be a no form. Just at a higher level, and maybe that's a value to the conversation, the board takes its view on remuneration incredibly important, and as this business scales and as it has matured, I think it's fair to say that we'll continue to look at improving how we not only reward senior KMP, but how we approach remuneration and incentives throughout the business.

As you will well imagine, this contains a mix of quantitative and qualitative metrics, and it's certainly an area of focus for us as we move forward, so some of the commentary around this space and dialogue with shareholders has been valuable. We do take our remuneration commitments and governance around this very seriously, and I think the votes on the screen nominate that we haven't had a major action or reaction to the Remuneration Report, but notwithstanding this, I think it's an area for continued improvement. Marie, are there any other questions in relation to the Remuneration Report?

Marie Festa
EVP Communications, Cettire

There is another question, which I think is probably appropriate for now, but again, Stephen Mayne. And it is, Zoom is not a credible AGM platform for a company like Cettire capitalized at more than AUD 600 million, as there is no ability to vote online and no drop-down box for directing online questions to specific resolutions. Also, at next year's AGM, please disclose the proxy position to the ASX with the formal addresses. And when disclosing the outcome of voting, please include scheme-like data, which reveals how many shareholders voted for and against each resolution, not just the overall votes cast. This respects retail shareholder participation.

Bob East
Chair, Cettire

Look, I thank the questioner on those comments. Notwithstanding those comments, I can assure this forum that we will conduct this forum in a manner that is productive and beneficial, and I encourage full engagement on topics relevant to the business at hand on the AGM, so we are certainly eager to make this as productive and meaningful as possible, and I take those comments and heed those comments, and thank you for the comments. Marie, are there other comments in relation to this? Or questions, I should say, in relation to the Remuneration Report?

Marie Festa
EVP Communications, Cettire

There is one question, Chair, from Stephen Mayne. Why is our founder, Dean Mintz, so secretive when it comes to media engagement? It creates the impression we have something to hide or are doing something wrong. Does Dean believe the various reports in the Australian and the AFR contain any legitimate criticism? Is there anything he would do differently in terms of how these issues were managed? Could the Chair also provide his perspective on this issue? Did he ever attempt to engage with journalists criticizing the company?

Bob East
Chair, Cettire

Look, again, I don't know that that is specific to the resolution at hand. As an overarching comment, I will say that the business is very cognizant of some of the commentary that's been raised, particularly over the last 12 months. The business is absolutely laser-focused on making sure that we deliver on the expectations of our customers and indeed run this business in a way that will not only grow the business, but comply with all of our obligations. And also, I will say quite candidly that the business will continue to engage and reposition itself over the journey as it matures.

And there's been a lot of headway made in this regard. So I'll take that as an overarching comment in relation to the business's desire to engage in a meaningful way. But I don't think it'd be worth getting into anything personal. So I think I've canvassed that as best as I can in this forum. Marie, any other questions?

Marie Festa
EVP Communications, Cettire

No, Chair.

Bob East
Chair, Cettire

Okay, thank you, Marie. As there are no further questions, I'll put Resolution 1 for the adoption of the FY24 Remuneration Report. Please cast your vote for Resolution 1. Resolution 2 relates to the re-election of Richard Dennis or Rick Dennis as a non-executive director of the company. The notice of the meeting includes Rick's experience and attributes, and I'll take those as read. And Marie, I'll now respond to any questions. Any question in relation to Resolution 2?

Marie Festa
EVP Communications, Cettire

No, there are no questions.

Bob East
Chair, Cettire

Thank you. I will now put Resolution 2 for the re-election of Rick as a director of the company. Please cast your vote for Resolution 2. Resolution 3 relates to the re-election of Jonathan Gibney, who was appointed as a non-executive director of the company during the year. The Notice of Meeting included John's experience and attributes, and I'll take those as read. Marie, I'll now respond to any questions.

Marie Festa
EVP Communications, Cettire

There are no questions in relation to this resolution.

Bob East
Chair, Cettire

Thanks, Marie. If there are no questions, I will put Resolution 3 for the re-election of John as a director of the company. Please cast your vote for Resolution 3. Resolution 4 relates to the re-election of Caroline Elliott, who was appointed as a non-executive director of the company during the year. The Notice of Meeting included Caroline's experience and attributes, and I'll take those as read. I'll now respond to any questions. Marie, any questions in relation to Resolution 4?

Marie Festa
EVP Communications, Cettire

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

Bob East
Chair, Cettire

Thank you. As there are no questions, I will put Resolution 4 for the election of Caroline as a director of the company. Please cast your vote for Resolution 4. That concludes the formal business of the meeting. If you have not already done so, please cast your votes now as the poll will close shortly. The results of the poll will be released on the ASX announcements platform as soon as they are available this afternoon. On behalf of the board, thank you for attending Cettire's AGM. I declare the poll and the annual general meeting now closed. Thank you.

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