We save this start for your arrival. Wait for you to arrive before we start. Okay. Good afternoon, everyone. I'm Jack Cowin, Chairman of the Board for today's AGM. On behalf of the Board of Management, I'd like to welcome you to the 20th annual general meeting of the company. The company secretary advises me that there are more than three members present at today's meeting, so I declare there is a quorum present and the meeting open. Mobile phones, now the meeting has started. May I please ask that those people physically present that you check your mobile phone and make sure they're switched off or put on silent mode? Admission papers, for those people physically present, you should have collected at the registration desk an admission card which indicates whether you are a voting shareholder, non-voting shareholder, or visitor.
You'll need that card when it comes to voting on the motions being put to the meeting. If you do not have an admission card, can you please return to the registration desk and obtain one from there? The color of the admission cards are as follows: voting shareholder yellow, non-voting shareholder blue, and visitor red. If you believe you do not have the right or correct card, please direct your query to the admission desk as soon as possible. Visitors are not entitled to speak at this meeting and may observe only. For any representatives of the media, I ask that you do not record the meeting or take photographs while the meeting is in progress. Today's AGM is also being conducted online. Shareholders attending online can listen to the meeting, view the slides, and ask online questions relating to the business of the meeting.
If before or during a general meeting any technical difficulty occurs such that the members do not have a reasonable opportunity to participate, I may ask in my discretion to adjourn the meeting for a reasonable period until the technical difficulty is remedied or continue the meeting if the meeting is adjourned. We will lodge an ASX release after the adjournment that sets out the details and the next steps. I'd now like to introduce you to my fellow board members. Mr. Mark van Dyck, CEO, Managing Director, effective today. Don Meij, Executive Director and former CEO and Managing Director. Mr. Grant Bourke, Non-Executive Director. Ms. Lynda O'Grady, Non-Executive Director. Ms. Uschi Schreiber, Non-Executive Director. And Mr. Tony Peake, Non-Executive Director. Also present is Mr. Craig Ryan, the company secretary. And Mr. Jacques Strydom, a representative of the company's external auditor, Deloitte Touche Tohmatsu.
He is available to respond at the appropriate time to any questions that any shareholder may have in relation to the conduct of the audit, Deloitte's audit report, the accounting policies adopted by the company, and Deloitte's independence as an auditor. I now table the notice of the meeting dated 4th of October, 2024, as updated on 17th of October, 2024. Poll voting. Voting for each resolution today will be by poll. The poll procedure for each resolution will be as follows. Each shareholder who is physically present and entitled to vote should have a yellow admission card, which is also your voting card. If you believe you are entitled to vote but do not have a yellow card, please check with the registration desk to see if you're entitled to have one. Shareholders who are physically present will be asked to vote after the discussion of each resolution.
Please place a tick or a cross in either the for, against, or abstain box as each resolution is discussed. At the end of the meeting, you will be asked to place your completed voting card in one of the ballot boxes that the returning officer will pass around. I remind key management personnel and their closely related parties of the applicable voting exclusions for Resolution 1. That is their responsibility to ensure that they do not cast any votes in breach of these exclusions. The results of each resolution will not be declared at the meeting but will be announced on the exchange once the results are known. For those shareholders attending online, instructions on how to vote on resolutions are set out in the online meeting guide, which is available under the Presentations tab on our investor website.
Essentially, the online facility allows you to log in as a shareholder or proxy holder and will give you a voting card on your screen that you can use to cast your vote. Proxies. The proxy votes will be cast in accordance with any direction provided by a shareholder on their proxy form. Proxy forms which nominate the chairman as a proxy but do not direct the chairman how to vote will be cast by me in favor of the relevant resolution. Immediately following the conclusion of the meeting, all votes will be tallied and the results of this meeting will be released through the ASX. My address. Ladies and gentlemen, shareholders here in Brisbane and those joining us from around the world, I want to extend a warm welcome to each of you on behalf of the Board of Directors of Domino's Pizza Enterprises.
We greatly appreciate your continued support for this truly global company, which now spans approximately 3,700 stores across 12 markets in the Asia-Pacific and Europe. Our shareholder base, like our operations, reflects this international scope, and today's meeting is a clear testament to our global reach and ambition. It is a privilege to be here and to introduce my fellow members of the Domino's Board, which I think I've already done. Which I have done. I now confirm that a quorum is present and formally declare the meeting open. Before we begin, I'll ask our company secretary, Craig Ryan, to outline the procedures for asking questions and voting. Craig?
Yes, sir.
We've already done that. Thank you, Craig. This is a significant occasion for Domino's. Yesterday, we announced the retirement of our long-serving CEO and Managing Director, Don Meij, after an extraordinary 22 years as CEO. Don has been an integral part of the Domino's journey for nearly 40 years, leading the company through pivotal moments, including our ASX listing in 2005 at AUD 2.05 when we had just 387 stores. Today, Domino's has around 3,700 stores, and revenue has grown from AUD 300 million to more than AUD 4 billion. Don's leadership has left an indelible mark on Domino's from his pioneering effort in taking the brand global with our first store in New Zealand to spearheading the international expansion that has become central to our company's identity. Under his guidance, we have delivered outstanding outcomes for franchise partners, shareholders, and employees alike, setting a foundation for the next chapter of Domino's growth.
His impact on this company is immeasurable, and we wish him all the best in his well-earned retirement, while also knowing he will work with the company and Mark van Dyck over the next 12 months to support a smooth transition. We're pleased to announce that the board has appointed Mark van Dyck as the new Chief Executive Officer and Managing Director. Mark, would you please stand up so that we can identify you? A good-looking guy with the black glasses. Welcome, Mark. Mark has been an advisor to the board for the past year, and his extensive experience in food service, combined with his track record of leading successful business transformations, made him a natural choice for this role. Mark's impressive background includes senior leadership roles at Compass Group, a global food service giant, where he was responsible for managing 66,000 employees across 11 countries in the Asia-Pacific region.
His tenure at Compass saw significant growth and profitability improvements, particularly in complex markets like Japan and Australia. His strategic mindset and strong operational experience will be key as he steps into the role as CEO at Domino's. I'll ask Mark to introduce himself soon. As we transition to this new leadership, I'd like to reiterate the importance of our long-term strategy, a strategy that has always focused on sustainable growth, ensuring that both our franchise partners and shareholders reap the benefits of our collective efforts. Over the past year, we've seen the positive impact of this approach, particularly in our Australia-New Zealand market, where new product innovations like Melts have driven our fastest growth in six years. These gains were not just about new products, but about a sharpened focus on product quality, customer feedback, and creating brand advocates who share their love for Domino's with others.
While our growth remains strong, challenges persist. Some, like the geopolitical tensions affecting our Malaysian business, are outside of our control. Others, like our turnaround efforts in Japan and France, required our focused attention over the medium term. We are committed to improving the performance in Japan, where our strategy has included selective store closures to ensure the health of the overall business. The management team is acting with urgency and is pursuing meaningful improvements in the year ahead. One of the cornerstones of Domino's success has always been our strong partnership with franchise partners. Their investment, both financial and operational, is fundamental to our shared success. In financial year 2024, our global sales increased by 4.6%, reaching AUD 4.19 billion, with online sales up 7.5% to AUD 3.37 billion, representing more than 80% of our total sales, with underlying EBIT of AUD 207.7 million.
We paid dividends of AUD 105.9 cents per share for the year. Our Australia-New Zealand business delivered earnings of AUD 124.1 million, up 10.4%, and Europe also performed well, with underlying EBIT of AUD 70.7 million, a growth of AUD 17.9 million, or 26.6% in constant currency. However, Asian earnings were AUD 17.3 million lower due to the geopolitical issues in Malaysia, coupled with an underperformance in Japan. While franchise partner profitability in Japan more than doubled in the second half of the financial year 2024, there is more work to be done. Similarly, in France, we are aligning with franchise partners to execute a localized version of our global strategy. Domino's in French clothing, which includes leveraging aggregator platforms like Uber to reach more customers, as well as investing more money into the National Advertising Fund after an investment from our franchise partners in recent years.
As we look to the future, our long-term ambition remains unchanged to operate 7,100 stores globally, nearly double where we are today. While this goal may take longer to achieve than we initially anticipated due to slower store openings over the next few years, our focus on building franchisee profitability will ensure sustainable growth over the long term. Board renewal. Domino's Pizza Enterprises recognizes the trust our shareholders place in us, and the board is responsive to their feedback. We recognize the importance of board renewal while retaining the deep experience and variety of perspectives available to guide our future growth. Accordingly, the board is well progressed in the recruitment process for up to two new independent directors who will complement the backgrounds and experiences of your existing board. I will provide you with an update on that progress when it is finalized.
Before I conclude, I want to again thank our CEO, Don Meij, for his exceptional leadership and vision. I'd also like to thank Mark van Dyck for stepping into this critical role, as well as our entire leadership team, franchise partners, and employees for their unwavering dedication to Domino's success. And finally, to our shareholders, thank you for your continued trust and support. Together, we continue to build on our strong foundation and ensure that Domino's Pizza Enterprises remains a global leader in the years to come. Thank you. I'd now like to invite Don Meij to deliver his address as the outgoing Managing Director. Don.
Thank you.
Thank you, Jack. In my last AGM as the CEO and Managing Director of Domino's Pizza Enterprises, I want to thank all of you. Thank you to the Board of Directors over the last two decades for trusting me with the leadership of the company, including Jack Cowin, who's been a mentor my entire career. Thank you to our shareholders for trusting us with your capital and for investing in the future of our business. Thank you to Mr. Monaghan for founding this incredible brand and for sharing the joy of pizza around the world, backed by too many titans of Domino's to do justice in naming them all here today. Thank you to our franchise partners for putting your heart and soul into being the first kitchen to open and the last to close in your communities, and for being Mr. and Mrs. Pizza in your suburbs.
Thank you to the 130,000 team members who put on their uniform and turn up to their Domino's store to serve hot, fresh meals to our customers. It has been my privilege to serve our franchise partners, our team members, and our customers. So in our overview today, I would like to review our performance year to date and, as importantly, introduce you to the leader who will guide DPE, Domino's Pizza Enterprises, in writing the next chapter of our storied history. I'll take you through how our teams have been navigating a challenging trading environment in their bid to be the dominant sustainable delivery QSR by 2030 and provide a trading update on our performance for the past two and a half months since releasing our full year results.
So the financial year results, when I spoke to you at the last year, I said financial year '24 would be one of rebuilding, that of our franchise partners would earn the rewards of their hard work, and in turn, our shareholders would benefit from a more prosperous and sustainable business. We have made important strides. And as our chairman noted, management has been acting with urgency, but there is more work to be done to unlock the potential of our business. We talk about the three phases of building our business. We have a clear plan relevant to each of our markets to grow sales, profits, and sustainably expand our network footprint. It starts like any business with our customers, by delivering inspired products and services and our customers' value. We grow weekly order counts and sales.
Every additional order for profitable stores quickly flows through to benefit franchise partners' bottom lines. As they recover from recent challenges of inflationary pressures, franchise partners improve their balance sheets. We then see the most profitable partners look to expand their business by acquiring existing stores, including those from our corporate network. This includes those who own the top 20 performing stores, for example, in Australia, with EBITDA margins over 20%. As part of this improvement, long-term, we planned for a continued strategic sell down of our corporate stores in Asia to capable managers and franchise partners to reduce our capital employed and return earnings to shareholders. An improvement in the franchise partner network allows Domino's Pizza Enterprises to reduce subsidies we have provided to support the network through more challenging periods.
It is this improvement in the health of the network that allowed Domino's to grow earnings and margins in Europe and ANZ in the financial year 2024, the latter achieving record profit for this market. Indeed, Australia has continued its momentum for the first four months of financial year 2025, with positive same-store sales delivering ongoing strong growth to both franchise partner profitability and our Australia-New Zealand business. The third and final phase of our improvement is a return to organic store growth. With stronger unit economics, franchise partners will be eager to open new stores and to expand their businesses, and store managers seek to emulate the success by becoming a franchise partner of their own store for the first time. Franchise partners are expressing their interest in purchasing corporate stores and plan on new store openings across multiple markets in the current financial year.
As we advise shareholders in July, openings in financial 2025 will be offset by the targeting of store closures to strengthen the network in France and Japan, and this network pipeline will continue to build. Across the group, there are consistent factors that are driving the markets with the highest growth: improving market effect, sorry, marketing effectiveness through the regular modeling of an optimized media mix, growing share inside third-party aggregator platforms that have grown large lakes of incremental, specifically delivery customers, and the application of the Domino's global strategy of giving customers value through inspired products and services designed to be delivered. So I want to talk about our global strategy with local nuances.
When shareholders look at our business, it's sometimes difficult to reconcile the familiar, and that is the long-standing success of the market of Australia, with the foreign, including markets vastly different, including such as Japan or France. The key to translating our success from one market to a different market is a clear global strategy then applied with local nuances. So if you look at this slide, this is a slide that we introduce at our team member meetings that we hold around the world. It is translated in different languages, but the message is the same. First of all, we start with our mission to be the dominant sustainable delivery QSR in every market with inspired products which are designed to be delivered.
Whether it's a Thicks hake in the Netherlands or the pizza bento box in Japan or Pizza Dogs in Australia, every inspired new product we develop needs to be sustainable. It has to be designed to be consumed off-premise, whether our delivery experts or with a third party, or whether it's our own customers that act as a delivery expert. And finally, our products need to have the same pizzaness or some of the pizzaness, whether it is in their ingredients, their flavors, or their textures, such as the ooze of our desserts or the stretch in our cheese.
We deliver great value for our customers through a superior product plus the service plus the image for a great price, which turns into value with industry-leading delivery times, and our customers measure this by looking at our product quality and giving us product quality scores and the likeliness to recommend Domino's to their loved ones. And despite our pizza market leadership in most markets, Domino's still has room to grow. Even after nearly 40 years in Australia, we can still cater to more customers on more occasions, from family dinners to lunches, snacking, late night, and more to come. The expansion will underpin the long-term ambitions of Domino's Pizza Enterprises to operate around 7,100 stores globally, nearly doubling where we are today.
There are global similarities in all of the strategies, such as our technology platform or our multinational partnerships for ingredients or our centers of expertise for global platforms, including the aggregators or social platforms. But let me talk about the local nuances. But there are local nuances. For example, German taste preferences are different to France, to Australia, to Japan, but yet Domino's has the opportunity to cater for all. Equally, how Domino's brand translates to consumers in different markets requires specialized local knowledge. We recognize our customers are feeling the pressure of the global cost of living after experiencing some of the highest inflation in our lifetimes. Customers want to get value for their hard-earned money. They want choice. They want options. They want more of what they love. It's why we launched the really successful More campaign in Australia. And as an example, which you can see here.
In Japan, customers are similarly looking for more of what they love, but local nuances means that, you know, translates into motto which doesn't make sense, but instead the word tap puri or plentiful. And then if we go over to France, the local team have launched Toujours Plus or Always More campaign.
[Foreign Language]
Domino's.
In the Benelux, Domino's is encouraging customers to lean into their hunger and to treat themselves by honoring the craving.
[Foreign Language]
Honor the Craving. Domino's.
One of our more interesting markets and remains one of our most successful businesses. Well, each campaign has a unique language, look and feel. At their heart, all deliver inspired products unique to Domino's that deliver great value for our customers. Importantly, they also help enhance our franchise partner profitability through incremental sales and higher margins, helping to offset the inflationary labor and input costs. So let me talk about our trading update. Domino's Pizza Enterprises delivered to execute on our strategy since our trading update in August, in the face of some of the challenging macroeconomic conditions. However, there is more work to be done. We know quick service restaurants are under pressure. Customers are feeling the pinch of the rising cost of living, and that's despite that unemployment is remaining low.
In this environment, Domino's has been winning share in our category and inside the world's largest online platforms for delivered food, the aggregators. But our same-store sales to this year to date are still minus 1.2%, are not where we want them to be, and our team members are working to execute their local plans applied against a global strategy to grow sales through reaching more customers. Our group same-store sales was 1.3% for the first seven weeks, and that was 0.07% excluding Malaysia, and now year to date it's minus 1.2% or 0.7% excluding Malaysia. We believe Domino's has a competitive strategy to deliver great value, and I want to stress that value does not equate to heavy discounting, nor does it mean lowering the quality of our meals. Far from it. Customers don't want cheap; they want more.
More of what they love, more toppings, more choice, and more occasions. Our teams are delivering on this expectation through premium offerings such as The Lot Pizza in Australia to offering to a targeted single eater, including Melts or the My Domino's Box, which is a pizza bento in Japan. In our focus markets of Japan and France, more work remains to be done. In Japan, we've achieved positive customer counts in the calendar year through delivery growth, but same-store sales remain negative due to a lower carry-out. In France, I'm pleased we've received a high take-up from our franchise partners committing to adding more advertising, but we have not yet achieved a sales lift from the new campaign, which started on October the 20th. Later this month, we are asking our French franchise partners to commit to retain the higher marketing spend into the next calendar year.
But now let me talk about our mission to be that dominance in delivery QSR by 2030. Everyone working for Domino's Pizza Enterprises, whether it's our support offices or serving our customers' stores, we're really proud to be the custodians of the Domino's brand. We describe ourselves as having pizza sauce in our veins and counting pepperoni in our sleep. That is our history and our future: to be the dominant sustainable delivery QSR in every market which we operate. This requires us to expand our presence, reaching new customers in all platforms, including third-party aggregators, which are a digital food court for millions around the world, developing inspired new products to give customers choice and more option when they're choosing the next meal, and to continue to expand into more occasions and day parts.
Domino's is the only quick service restaurant where every day we wake up, we are inspired by new flavors and food that are designed to be delivered. The products we've shown you today are just a taster of the new offerings that have been extensively tested and are ready to launch in the months ahead. To earn our mark, sorry, to earn our place at our customers' tables, picnic blankets and parks, whether on the go or on the couch. We've already demonstrated we can win share by expanding our core offering of shared meals at dinner occasions, reaching more customers late night, at lunch, and for in-between meals with snacking. But this next phase is under new leadership.
I have no doubt Mark will deliver on the next phase of Domino's potential, ably supported, that is, by our team members, franchise partners who deliver to our customers each and every single day. After almost four decades, I will no longer be counting pepperoni in my sleep, well, maybe I try not to anyway, but I will still always have pizza sauce in my veins. I will always be a cheerleader for this brand and for this business that I've given so much. That's been an honor and a privilege. Thank you.
Thank you, Don, and now I'd like to invite Mark van Dyck to address the meeting as the young incoming Managing Director.
Thank you, Chairman. Thank you for that kind introduction. Good afternoon, everyone. I'm honored to be here today, and I appreciate the trust that the board has placed in me. I'm very excited to lead the Domino's team into our next chapter. It's a true privilege to be only the second CEO of Domino's in 20 years. I want to recognize Don for everything he's achieved. Not only did Don make Domino's one of Australia's most recognized brands, he transformed the QSR industry. Don, congratulations on your accomplishments. Today, I'd like to share a bit about myself and my views on both the industry and our business. I spent most of my career in fast-moving consumer goods, particularly in food service across Australia, New Zealand, and many of the Asian and European markets Domino's serves.
At my previous company, Compass, I oversaw 66,000 employees in 11 countries across Asia who served over 400 million meals every year. So I know how fast consumer preferences, economies, and competition are evolving, and the QSR industry is, of course, no exception. Over the past year, working closely with the board, I've had the privilege of seeing Domino's close up. And during that time, I've been a customer too. I've been to many of our stores in the three countries that I've visited, and in the past two weeks, I've eaten in another 15. What is clear is that our stores are the engines of our business. It's the incredible teams in those stores who every day, seven days a week, create the value for our customers and our shareholders.
Just last week, I met Amit Oberoi, one of our franchise partners at our Bella Vista store in New South Wales. Amit now has four Domino's stores, so he knows our company pretty well. Amit shared his pride in being a Domino's partner as we enjoyed some of his delicious Pizza Dogs. And if you haven't tried them, by the way, I would suggest you head up to our Queen Street store after the meeting and order one or two of those. And that pride that Amit expressed is a sentiment I've heard from many of the team members that I've met. So from what I've seen, Domino's is a great business with a strong foundation in place for growth. We have an irreplaceable set of assets. We have one of the world's most recognized brands. We have dedicated franchise partners, hardworking team members, and loyal customers.
We have over 3,700 stores, most of those in prime locations in 11 markets. Yes, the economies in most of those markets are under some pressure. Yes, the industry is changing, and we need to adapt quickly, and yes, we need to act urgently, guided by deep customer insights and the insights from our people on the front line to unlock our full potential and restore shareholder value, but by doing what we do best, delivering hot, fresh meals quickly at an affordable price and making sure we communicate our offer well, we can deliver for our franchise partners, our teams, our customers, and importantly for you, our shareholders. Our focus is straightforward. We will focus on operational excellence, optimizing costs, simplifying the business, providing real value, and ensuring we deliver a high-quality experience for every customer.
And we will carefully take advantage of the real opportunities in all of our markets. That's why my top five priorities are: one, rebuilding value. Working with our franchise partners will zero in on making our operations as efficient and simple as possible, from supply chains to store performance. I'll work closely with the leadership team and franchise partners to identify quick wins, streamline the business, and lay out a roadmap for restoring value. Two, strengthening franchisee partnerships. Our franchise partners are critical to our success. They are the heartbeat of Domino's, and their profitability is our profitability. I'll spend time listening to what they have to say and ensuring we're aligned on shared goals. Three, driving growth through customer value. Customers everywhere are feeling the impact of the cost of living. They're demanding real value, which means offering quality, delicious, fresh, and healthy food consistently and conveniently.
And four, building a high-performance culture. Great businesses are built on great people. We have fantastic teams across the company, and I'm committed to fostering an environment where everyone feels empowered to perform at their best. And to do that, we have to make sure that everyone who is not working in a store is supporting people who are. We need to make sure we give our teams what they need to deliver: a great experience to every customer every day through excellent service and consistently high-quality product that's real value. We'll also focus on deepening leadership capabilities and strengthening our teams, reflecting the diversity and the energy of the markets that we serve. And finally, taking decisive action. The changes we need to make won't happen overnight, but we will move quickly.
Having led transformations in challenging markets before, I understand that success comes from making bold decisions, tracking progress, and adjusting as necessary. You can expect full transparency as we go through this journey together. To our shareholders, let me thank you for your continued support. We hear you loud and clear on the need to improve our performance. To our employees and partners, I'm really excited to work alongside you to build a stronger, more agile Domino's. With the support of our trusted franchise partners, our incredible teams, and all of you, I'm confident that we can turn our performance around and position ourselves for long-term success. Thank you again, Don, for your leadership and for everything you've done over the past 22 years. Thanks to the board for your confidence. May I thank you all for your support.
I look forward to keeping you up to date on progress and earning your trust in the months and years ahead. Thank you.
Thank you, Mark. Turning now to the formal part of the meeting, there are a number of procedural matters that I need to mention. If you're a shareholder and would like to ask a question through the online platform, please click on the Ask a Question tab at the bottom of the screen and follow the instructions provided. We'll endeavor to answer as many questions as we can. You can submit questions now or at any stage during the meeting. You do not need to wait until the relevant item of business. We'll then seek to address your question during the discussion on the appropriate item of business. Questions being sent through the online platform may be moderated to avoid repetition, and if the questions are particularly lengthy, we may need to summarize them in the interest of time.
We've received a number of questions from shareholders in advance of the meeting. Some of these questions have been covered in our earlier addresses. Others we will address during the course of the meeting. A shareholder telephone line was made available with information on how to use this facility available in the online guide. Voting cannot be undertaken by telephone. Pre-registration was required to access this facility in order to ask a question, and no registrations were made prior to the cutoff. Item number one: financial statement and reports for the year ended June 30th, 2024. The first item of business is to consider the financial statements and reports for the year ended June 30th, 2024. The following reports have been laid before the annual general meeting: the financial report of the company for the year ended June 30th, 2024, the director's report, and the auditor's report.
There is no vote on this item. As I mentioned earlier, Mr. Jacques Strydom, a representative from the company's auditors, Deloitte Touche Tohmatsu, is present to answer any questions that shareholders and their proxies may have in relation to the conduct of the audit and the preparation and conduct of this auditor's report. If you have any questions for the board or an external auditor, please submit them now if you haven't already done so. Question and answer, Craig, are there any questions in relation to the tabled accounts and reports?
Not in relation to this matter, Chairman.
Okay. In relation to all questions during the meeting, I ask that any member physically present who wishes to speak first identify themselves, state whether the question is to the board or the auditor, and confine themselves to the subject matter on this agenda item. Also, if they represent any organization, please state the organization the member represents. I would now ask that questions on any other item of business be deferred until we come to that particular item. Craig, have we received any questions in advance in relation to the first item? Business?
No, Chairman.
Are there any shareholders present who have a question on this item? Please raise your hand, and someone will bring you a microphone. Yes, sir.
Mr. Chairman, Peter Curry, ISS. We note there's considerable differences between the figures quoted in the 2023 report compared to the figures quoted in the 2024 report. Can the auditors or someone respond to that, please?
Can you be more specific when you say the differences?
Profit and loss, there's changes in the revenue, food, equipment, marketing, communications, and other. Balance sheet, there's difference in the trade and other receivables, inventories, finished goods, and current liabilities, trade payables, and contract liabilities. The figures quoted in the 2023 report are significantly different to those quoted in the 2024 report.
Tony, you're a local man on numbers. Can you comment on that?
I must admit, I probably need to sit down with you and understand in more detail what you're referring to because as far as I was aware, the figures from the prior year accounts were tied through as the comparatives to the current year's accounts.
What do I already?
I'll need to sit down with you and go through the detail of that, I think.
Okay. Our auditor is also here, that if there's any question that you'd like to get a third-party reference on, I'm sure we can do that.
Thank you, Mr. Chairman. George Bumba, Director of Faircase, Shareholder. A couple of things that I had a problem with. If we look at the facts and figures from the annual report, and I've got to say facts and figures are buried. I bought a couple of reports that you might like to look at from people like Breville and Travel Group where the highlights are on the first two pages, say, you know, it's a good report. If it's a poor report, it's somewhere after page 40. If it's a bad report, it's somewhere after page 60, and yours are buried somewhere about page 78 this year and 145 last year, so it indicates that a company that is burying the important information for shareholders, but anyway, the net profit from 2022 to 2023 went down 25%. 2023 to 2024 went down 8%.
So overall, it went down from 2022 to 2024, 31%. The dividend from shares went down overall from 2022 to 2024, 43%. Director's fees from 2022 to they went down in 2023 because there was a strike against the board with the Remuneration Report. This year, they went up 42%. So we've got an increase of 18.5% over two years in the director's fees straight out of the annual report. So I think that and you're asking for a grant of rights issue for the new Managing Director for short term. And we're coming from an awful low base. I don't think that you should be offering a short-term bonus to the new Managing Director when you're coming from such a lousy return for the last three years. It's been pitiful. And I just think that and Mark did say that he'd been to some of the stores.
And when you went to the stores, did anyone say to you, "Would you like fries with that? Would you like a smoothie with that?" You go into the store, they take your order, they send you off. There's no thing there to try and on-sell some extras that might put a bit of extra margin in the business. And I've got to say, there's no joy in being the biggest. There's a lot more joy in being the most profitable. Thank you.
Thank you for your comments. Some of those things that you've quoted, I have at variance. There has been no increase in my fee as a director nor anyone else's. We dropped a director. The numbers should have gone down. So there certainly has not been a 42% increase in director's fees. Mr. Meij went up 90%. Pardon? Mr. Meij went up 90%. If you look at.
That's his income, not a director's fee. Okay.
Yeah, that's the fees that are available.
Okay. No, no. I think you classify as director's fees. So there has not been any change in director's fees. That would be Don's compensation.
No, that is fine.
Anyway, can I suggest our job is to try and get some clarity. And if there's some things that we can help you with when this meeting is concluded, let's have a separate meeting. We've got a room down the hallway, and we're very pleased to spend the time going through to try and get an explanation. Don says his income did not go up by maybe one section, Don, maybe.
Nope.
Yeah. So I can't comment on that.
I can, no. So Don has only received CPI increases in the last two years. So definitely no increases like you're describing. We didn't have a strike, and we haven't increased director's fees since 2021. And we haven't increased those because of the performance issues.
Overall, we accept your bottom line that we are not happy with the results, that none of us are happy with the results that we have had over the last two or three years. And we are looking to reset this direction of the business and improve some of the things that you've talked about. We would welcome you to join the other gentlemen at the end of the meeting, and we'd be pleased to go through and try and get some clarity to errors where or give an explanation where you think that things have been mismanaged. And so thank you for your comments. Any other questions? If not, we will move on. Adoption of the remuneration report. I now move to item two of the notice of meeting, adoption of the remuneration report for the financial year, 30 June 2024.
The purpose of this resolution is to give the members an opportunity to ask questions or make comments concerning the remuneration report. By law, the vote on this resolution is advisory only and non-binding. Voting exclusions apply to this resolution as set out in the notice of meeting. Proxies, I advise that the company has received valid proxies for this resolution, and details of these proxies are now shown on the screen. I'd like to remind shareholders who have not yet cast their vote on the resolution to do so now. Voting on this and all other resolutions is open. Q&A, if you have any questions on the proposed resolution, please submit them now if you've not already done so. We'll now deal with shareholder questions received prior to the meeting. Craig, are there any questions in relation to this resolution that were received prior to the meeting?
Yes, Chairman. We have a number of questions. First question is from Dudi Jap, and he says, "On page 96 of the FY24 STI outcomes, you have Group EBIT below threshold, Project Foundation savings, and Group Franchisee profitability you didn't meet. Can you tell us what factors contributed to Group Franchisee profitability being not met, and which region is bringing that down?
I will refer this answer. One of the things that has taken place in the last 12 months is the Operation Foundation was a revision of the financial structuring of the business, how we consolidate various jobs in various markets. And a very good portion of that was transferred to franchisees to enable them to have profitability. And this business is only as good as what the franchisee's ability is to make money. So that has been a factor in the cost savings that came via Foundation, a transfer to the franchisees in various markets to enable them to be financially successful, get a return on their business, and hopefully open more stores. Can anyone else at the board? Uschi, do you want to have a go at that?
So the judgment of the board was basically that franchisee profitability had not improved enough. We were wanting to see a greater focus on franchisee profitability when we set those targets. And in actual fact, we found in some markets that that was not achieved. Consequently, we felt that looking at the total picture, the total target had been missed, and therefore decided to not pay any STI outcomes against that target.
Any other comments on the board? Tony, did you have something you wanted?
That's good.
Okay. Are there any other questions?
I have some other questions, Chairman. The next one is from Stephen Mayne. Did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA recommend a vote against any of today's resolutions, including this Remuneration Report? If so, what reasons did they give, and will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protests? So I can answer that part of the question for you. Mr. Mayne, you see on the screen now we have included a column for the number of shareholders. So we have been listening on that one. Best practice is now to disclose the proxies to the ASX along with the formal addresses to offer more timely disclosure to the market. Will you adopt this practice at next year's AGM?
I'm not exactly sure what you mean by that. Just to point out, we aren't subscribers to proxy advisors. From recollection, my recollection is that ACSI recommended in favor of all resolutions that ISS was against the remuneration report but in favor of the other resolutions. I don't believe we know what Ownership Matters recommended, and my understanding for Glass Lewis was that they recommended against the reelection of Lynda based on independence and company performance, but they were in favor of the other resolutions, and I can't comment on ASA, but someone from ASA might be able to comment on that. Okay. It was just confirmed that ASA voted in favor of all resolutions. So I think we've answered that question, Chairman, and we'll move on. Yes, another by Stephen.
CEO succession announcements are not normally announced in the four-week window between when the notice of meeting is sent out and the AGM is actually held. Why didn't we get this deal done earlier so shareholders could have approved the new CEO's LTI grant? And if this only happened suddenly, why weren't there any STI or LTI grant resolutions for Don this year? Is it unusual to only have one remuneration-related issue to vote on? How will the new CEO's LTI arrangements be managed for the first 12 months?
I think I can give a partial answer to that, and then Uschi, I'll turn over to you as head of the remuneration. The decision of Don's retirement was one that he made. It did not officially come into effect until Monday afternoon, so this is not something that we had that has been coming for a while, and until something is actually signed and agreed to, there is no official. Don has obviously been thinking about this. He made the decision he wanted to do, but it was not consummated until Monday. Uschi, can you comment any further on some of the questions?
Yeah. So there are a number of factors at play here. I mean, the first thing to say is that Mark's compensation is 70% at risk. So that means 70% of his, I suppose, promised or option or opportunity of compensation only happens if he achieves targets. And these targets are obviously directly linked to interests of shareholders. So the business has to grow. That's, I think, the most important thing to say in the first instance. What we did here is basically to say there is, as always, a fixed remuneration as well as a short-term component as well as a long-term component. From FY 2026 onwards, so next financial year, Mark will have a standard STI arrangements, and that will obviously flow through the organization to the next level.
In FY 2025, the current financial year, we've looked at how to, I suppose, get the right flexibility to someone who already has worked with the board, already has some idea of what the challenges in the business are, at the same time still needs the opportunity to, I guess, look in more detail to come up with the right actions, and so for that reason, we've gone down a route of saying this financial year only has eight months left. It's a very short period until the end of the financial year. It's kind of difficult to say what specific targets would be the best targets in this context. Instead, Mark will work very closely with Jack and the board to make sure that we move to action very, very urgently in order to meet expectations of shareholders.
I should also say in that context, our chair is, of course, someone who has significant skin in the game. So has every interest to make sure we drive performance. LTI starts obviously for Mark now. As you will have seen, LTI is significantly at risk. So Mark would have to deliver a 15% growth increase, a 15% growth in order to get 100% of the LTI. So obviously, there's a way to go. I should also say that in looking at succession planning and appointing Mark, what we were really looking for is someone with strong food experience, but also international experience. This is an international business that needs leadership, I suppose, at that level, but also someone who had strong execution experience. And the whole idea is basically to move to performance improvement very quickly on behalf of all shareholders.
Mark, are there any other questions?
Yes, there are. Another question from Mr. Mayne. This is for you, Jack. It looks like Donald Trump is going to be the next U.S. president. As an experienced businessman with North American heritage, could Chair Jack Cowin provide his perspective on what he believes this will mean for global trade generally and our business specifically? If a tariff-based trade war does break out between China and the U.S., does Jack believe this could damage our business in any way, or could this even present opportunities? Which of the territories we trade in are most vulnerable to potential global instability?
I've been watching the TV. It's probably some of you have as well today, and before this meeting started, it looked like we were going to have a Trump victory. One of the things that I, as an investor, am nervous about is, as he has asked the question, one of Trump's kind of pitches is the fact that I am going to tariff all the kind of products, make America great again by making products from China and elsewhere have to have big hurdles to get over in order to compete with American-made products. That, for us, is not a happy situation.
I think that if somewhere in this political game, that if there's anyone that deserved kind of an easy kick on this, Australia has a surplus in which the U.S. has a surplus in that we sell a lot they sell a lot more to us than we buy from them. So we are probably less vulnerable than China or the E.U. countries where they're pumping product into the U.S., and they'll be subject. So I don't think I would have thought if anybody has an argument, it's us because the counter is obviously, "We will stop buying U.S. products if you're going to be difficult and try and hurt us in the process." I think with regard to vulnerability, our agricultural products are probably, if there was something that was at risk, that could be it.
We sell a large part of our exports to the U.S. major customer, things like beef and grains and things like that. So yes, this could be an issue. I'd certainly, sitting here, I don't have the answer. But I think we're in for an interesting period of time in which there are a lot of things that are on the table here that are kind of he's going to solve the Ukraine war in 24 hours. There's a lot of different things that he's kind of put out as how does he get elected. And when you get to the reality of things, the president really doesn't have that. He has to go through all kinds of hoops to jump through the Congress and House of Reps and everything else to get things approved. So I think we're a fair way away.
So if I was to bet on this, I would say that this is a relatively low-risk thing for us. It would be a higher-risk thing for the Chinas of this world. But so that's my two cents' worth.
Thank you. The next question is from Dudi Jap. "Hi, Mr. Cowin, and thanks for your service, Mr. Don Meij, and congratulations, Mr. Mark van Dyck. In the annual report, you speak about Malaysia loving the Domino's Cheese Volcano Pizza, Germany loving the Doner Chicken Pizza. You speak about Japan and Singapore. What about Cambodia? Are you happy with the way things are going over there?
Yeah, the Cambodian business is a really small business that we acquired, but we are, it's actually one of the markets where we're now pushing forward for opening stores, and we are happy with the same sort of sales and the leadership in that market under Peter Jones.
Thank you, Don. Next question is also from Dudi Jap. "With Domino's discounted share price at the moment and being undervalued, will Domino's entertain a share buyback to take advantage of this?
That's something which we will consider going forward. If you look at this business, it is a cash-generating business. We've got EBITDA in the range of AUD 300 million. A good portion of that cash has gone into expanding other markets, buying into Germany, buying Malaysia, Singapore, buying Taiwan, some fairly big licks of capital. I think as we sit here today, we're going through a consolidation of the business as to say, "What can we do to increase the profitability both to ourselves and the franchisees in this business?" And I don't think it's realistic that we go into new markets or into a program that has big capital costs to the business. I do think if that situation were to emerge and we have excess cash, one of two things, we can increase the dividends, which would make me happy.
Or secondly, I think we could look at a share buyback, which will make shareholders happy because the value of the shares will go up. It all depends on what the capital requirements are, which I'm saying I anticipate will be less than what they have been as this business has grown into other international markets. And the franchising business is a wonderful business in that you use other people's money to be able to open outlets and other people's money and energy to operate them. So we provide a system and assistance as to how you sell more pizza, but the capital side of it from a franchising, and the term is asset light for us.
If that is the case and we can generate with everything remaining as it is today, forgetting about an improvement and where we hope this business will go, we should be able to generate good cash, and if we have a generation of good cash, share buyback will be something we will consider.
Thank you, Chair. There are no other questions online for this item.
Thank you. I'm disappointed. Stephen Mayne usually asks when I'm going to retire, so I'm going to be able to have this said. Re-election of Lynda O'Grady as non-executive director. The next item on the agenda is the election of Lynda O'Grady as a non-executive director. In accordance with the company's constitution and the ASX's listing rules, Mrs. O'Grady retires as a director by rotation and being eligible offers herself for re-election. Lynda's qualification and experience are set out in the notice of the meeting. At this point, I'll ask Lynda to say a few words regarding her nomination as a non-executive director and your reflections on the company.
Thank you. Good afternoon, shareholders. As you know, it's been my privilege to serve as a non-executive director of Domino's since 2015. In preparing to speak to you, I realized that one could say that it has been a journey in three parts, quite different parts. The first four financial years, 2016 to 2019, leveraging innovations and technologies, saw growth in network sales from AUD 1.5 billion to AUD 2.9 billion and doubling of profit to AUD 141 million. In 2020 to 2022, of course, we faced the global pandemic. Domino's adjusted and responded spectacularly, supporting customers, staff, and franchisees with products and services designed for those times while growing profit to AUD 189 million and AUD 173 million in FY 2021 and FY 2022.
But in FY 2023, of course, a year of post-COVID challenges against a backdrop of significant inflation, supply chain issues, crises, in fact, and consumer stress that squeezed costs, pricing, and profits for both franchisees and Domino's. The Danish business was closed after every attempt to redeem the brand from the former owner's legacy. But the leadership also recognized the rare long-term opportunities of expanding the footprint with the acquisition of 287 stores in Malaysia, Singapore, and Cambodia, and, of course, the settlement of the ownership of the last one-third of the German franchise. FY 2024 was a year of restructure to integrate the new countries and transformation to better serve the 11 diverse markets, rationalizing Domino's systems and personnel by establishing shared services and centers of expertise. I'd like to acknowledge and thank Don for sharing that part of his journey and for his efforts and outcomes during that period.
From 2025, the board with new leadership, and I welcome Mark, will continue to focus on the serious challenges in the various economies and QSR sectors and continue embedding the new structure. The experience over the past nine years gives me deep understanding of the company and means I can appreciate the current challenges and recognize the myriad opportunities that face the board and management. I would appreciate your support to allow me to continue to contribute to that joint effort and serve the shareholders as a member of the board.
Thank you, Lynda. I advise that the company has received valid proxies for this resolution, and details of those proxies are now shown on the screen. I'd like to remind shareholders who have not yet voted to do so now. Voting on this and all items remain open. Q&A. Craig, have we received any questions in advance?
We have, Chairman. This question's from Stephen Mayne. The AFR's Chanticleer column includes the following line after yesterday's CEO change. "Don Meij might not have been the founder of Domino's, but there was no doubt he was the star of the show. At times, he seemed to run the group as a sort of family business, including appointing his sister, Kerri Hayman, as Chief Executive of Australia and New Zealand earlier this year." Could Lynda comment if the full board approved this appointment or just the chair? Are there any other relatives of Mr. Meij involved with our business?
Linda.
Indeed. All decisions of the board are always unanimous. There's often fulsome discussion and sometimes robust debate, but unequivocally, we recognized Kerri's extraordinary background in this industry, and frankly, I'm not sure whether it was the Meij DNA or just the fact that she is an absolutely superb leader and has succeeded in everything she has touched in the Domino network in every country, and there are no other members of the Meij family working in the network.
There are no other online questions, Chairman.
Okay. Are there any shareholders present who have a question on this business item? Please raise your hand, and someone will bring you a microphone. Would appear not. Craig, do we have any questions online?
No, no further questions on this item, Chairman.
I'll now invite shareholders who are physically present to vote on the resolution by making your yellow voting card. Thank you. The next item is the re-election of Tony Peake as a Non-Executive Director. The next item, in accordance with the company's constitution and the ASX listing rules, Mr. Peake retires as a director by rotation and being eligible offers himself for re-election. Tony's qualifications and experience are set out in the notice of meeting. At this stage, I'll ask Tony to say a few words regarding his nomination for re-election as Non-Executive Director and his reflections on the company.
Thank you, Jack, for this opportunity to address shareholders seeking their support of my re-election as an independent non-executive director of your company. As Jack said, the notice of meeting already provides you with an outline of my CV, which I won't repeat, other than to say that I believe that my various past and current roles mean I can draw upon a breadth and depth of skills and experience to fulfill the role as your director. I've been on the board since May 2021. I chair the Audit and Risk Committee, am a member of the Finance Committee and a member of the Nomination, Remuneration, and Culture Committee, and sit on the advisory boards for the ANZ, Japan, Taiwan, Germany, and the Benelux Group.
The board has been meeting more frequently and added a Finance Committee during the course of the past year to scrutinize the monthly results in greater detail. This has been a period where the board has been leaning in to company performance and operations. I think Domino's is a terrific company with a history of growth and strong results, and I was and am attracted to the potential for continued success for shareholders. It would be an honor to be re-elected as an independent non-executive director of your company. Thank you.
Thank you, Tony. I advise that the company has received valid proxies for this resolution and details of those proxies that are now shown on the screen. I'd like to remind shareholders who have not yet voted to do so now. Voting on this and other items remains open. Craig, have we got any questions in advance on this subject?
Yes, we do, Chairman. First question is from Stephen Mayne. "Could re-election candidate Tony Peake please provide his insight into his involvement with the CEO succession process? What were the circumstances through which the new CEO became a consultant to the company 12 months ago, and how many CEO candidates did he meet before the appointment was announced? Was it a genuinely competitive process, or did we fall in love with a consultant and then decide he was suitable for the role despite an apparent lack of public company experience?
Thank you, Tony.
Thank you, Stephen. As Jack has outlined in his earlier remarks, and I think in our press release in relation to the CEO change, the board has been working with, or Mark has been working with the board and management over the past 12 months or so. So it's been a good opportunity to get to know him through the course of that period. At the initial point at which he wasn't sort of in the frame or in our minds as a CEO candidate, he was just helping us work on a number of matters throughout the group to bring some external perspectives and his food industry knowledge to bear. The board looked at a large number of candidates, international candidates and domestic candidates for the potential role, but ultimately concluded, as is obvious, in selecting Mark through that process.
Probably I don't want to go into mechanics of the number of candidates and those kinds of things. I don't think that's helpful.
Okay, Tony.
One further question, Chairman, from Stephen Mayne, and you may have jinxed yourself from your. Jack Cowin is 82 years old and showing no signs of ever retiring from this board. Could Tony Peake please provide his perspective on how Jack is performing after so many years on the board? Could Jack also comment if he is planning to run for election again once his current term expires? And does he agree that with the CEO transition now sorted, it would be appropriate to move to an independent chair model at some point in the next two years? Will Tony Peake push for this as a representative of us minority shareholders?
Tony and I may have different opinions on this subject.
We may. So you're about to find out what mine is. So thank you for the question, Stephen. In my experience on the board over the past three years, Jack has been a very effective chairman. He doesn't lead the witness in terms of the debate and discussion of matters that we're considering. He gives all of the directors an ample opportunity to express their views. We generally decide things on the basis of consensus, but that isn't to say that there aren't occasions where certain directors may have differing points of view, and those are teased out and explored. So I think Jack is a very effective chairman.
The number of times that we've had a matter being discussed, and Jack will sort of flick through his papers that he's got there in his materials for the meeting, and he'll pull out a data point or a fact which actually is incredibly incisive, so it's evidence in doing so that he's right across the materials, so he is into the detail as well as the higher-level strategy, so to answer your question, I think your question was, is he an effective chairman? My answer is yes, and I'm on a number of boards, so I see a number of different chairs and how they operate. And Jack is very effective. In terms of your sort of secondary question around an independent chair, that's a question for another time, and it's not a question that we're facing in the immediate here and now.
So I don't propose to say much on that.
Thanks, Tony. Stephen Mayne put that question to the last, so I'm ready with an answer for this. I would have been disappointed if he hadn't put it. I've given this comment before. It kind of summarizes how I look on life and things. I am 82 years old. I wish I was 21, but I'm not. But I look at my role models in life who are the same age as I am, as Mick Jagger, Paul McCartney, both at the same age as I am, and I'm a year younger than Ringo Starr. And I have seen McCartney and Mick Jagger both perform nonstop for three hours in concerts in the last 12 months. So I aspire to being able to keep going as long as I can.
I am an avowed opponent of the idea, which we've used the term in some of our meetings today, but the woke sort of attitude of people having to have independent views on the business, which I know is contrary to some of the governance rules that exist. But I, as one, am a strong believer in people that are investors in the company who have a vested interest in the company and their results versus someone who comes in on a kind of, "I'll do my best," but they don't have that same level of resolution that I think someone with a strong equity position is. So my view is, if and when I am able to continue to operate, I hope to be able to do so, but I could be voted out if someone disagrees with my view. So there you go. Thank you.
Thank you, Chairman. Confirm no further online questions for this item, and to my knowledge, just confirming that all questions submitted online have been put to the meeting.
Items number 5 and 6, approval for grant of incentives of Managing Director in the light of Don's retirement from the company today. Resolutions 4 and 5 were withdrawn. There's no need to mark that as a resolution on your voting pad. Warning on voting closure. Voting on all items is currently open, but we'll close once this business on this item is concluded. There are no further businesses to be considered by this meeting. I now direct the returning officer to collect the votes of those shareholders physically present and as shareholders, please to place the completed yellow voting cards in the ballot boxes that are being passed around. Voting online will be closed in five minutes. I will give the meeting a few minutes for a collection of voting cards to occur.
Once I get an indication from the returning officer that all votes have been collected, I will close the meeting. The votes will then be counted, and the results will be announced to the exchange. I take this opportunity in advance to thank you for your attendance and continued support and interest of the business and affairs of your company. Just in closing, the two gentlemen that spoke with regard to anomalies in the reports, I would very much like if we could meet at the end of this meeting so we get a better chance to understand where you're coming from, if you don't mind, so that if there's a misunderstanding or something like that, maybe we could have made an error. Who knows? So I would like to have your input if you'd be kind enough to spend a few minutes just kind of putting your view forward.
Is that okay?
Chair?
Yeah.
I have a question. You said you had a class action regarding share prices. What has been outcome of that?
We don't have one. We think that it's an invalid class action that has taken place. There's a whole industry out there that are looking for opportunities to be able to take on companies where they see an opportunity. We think that that particular class action is one of two. We also have an earlier one, which has been going how long, Craig?
Since 2019, Chairman.
Since 2019. So there's an industry out there that are looking to be able to make money because it costs so much money to try and defend this that the usual pattern is to fold and cave in and make a payment because the legal costs get so high. We haven't been of a mindset to do that because we felt that the claims were invalid in the one you've just mentioned and the earlier one. We could lose and be illegal. You never really know what the outcome is. But I think our kind of mental attitude is to try and hang in and be tough where we think we're right, and we do.
The share price has gone to AUD 120 in 2021, and it went AUD 33 per half in 2024.
Yeah.
Yeah. That's a 45% decrease last year and 37% this year.
That's acknowledged. I think we all know that, but I don't think there's anybody that is happy about that. We're not saying we're and I'm one of them. So we would like to be able to have a business that we can improve the profitability, and the profitability improves, the share price will go up. And we're relatively confident that we're going to be able to do that. Gentlemen in the front, are you able to join us for a few minutes? Okay, great. So with that, the collecting people, we got all the votes collected?
Yes, Chairman.
If we have, then I will officially call the meeting at a close. And thank you very much for coming. Great.