Good morning, ladies and gentlemen. My name is Mark Gray. As the Chair of your Board, I'd like to extend a warm welcome to all shareholders and guests joining us today at Data#3's head office in Brisbane for the 2025 Annual General Meeting of Data#3 Limited. This is a hybrid meeting with in-person attendance and live streaming. I'd like to start by introducing your Board of Directors who are with me today. Firstly, our Managing Director and CEO, Brad Colledge. Next in line, Bronwyn Morris, Non-Executive Director since December 2024, Laurence Baynham, Non-Executive Director, who rejoined the Board in July 2025, Diana Eilert, Non-Executive Director, who joined the Board in July 2025, and Mark Esler, Non-Executive Director, who has been on the Board since 2019.
Also in attendance are members of our executive management team: Sharia Reardon, who's the Chief Financial Officer, Terence Bonner, Company Secretary and General Counsel, and Michael Bowser. Where's Mike? There's Mike. Michael Bowser, Executive General Manager. We also have in attendance Hayley Harpham, Chief Counsel and Moderator for the online questions today. I'd also like to welcome Ben Woodbridge and Rebecca Otto, representatives from our independent auditors, PricewaterhouseCoopers. Now for the formalities of the meeting. I note there is a quorum present and I declare the meeting open. The notice of the meeting was dated 22nd of September 2025 and the meeting has been properly convened. In the notice of meeting, we set out five resolutions to consider. The Board recommends resolutions 3, 4, and 5 for your approval and the Board supports, but abstains from voting on, resolutions 1 and 2.
In the interests of good corporate governance, please note that only shareholders, proxy holders, or shareholder company representatives may vote on the resolutions. I'll shortly start today's proceedings with a summary address and then invite Brad to address the meeting. Before we move to the formal business of the day, I'd like to begin my Chair's address with an overview of the Board changes and renewal process undertaken during FY 2025. These changes were part of a deliberate and ongoing process of succession planning to ensure that Data#3 benefits from a mix of experience, fresh perspective, and continuity in leadership. Leanne Muller, who served as a Non-Executive Director since 2016 and as Chair of the Audit and Risk Committee, chose not to stand for re-election at the 2024 AGM and retired at that time.
Just as an aside, I actually got a message from Leanne this morning, wishing us all the best for today's AGM. She's been traveling in Spain and Portugal for the last two months, so enjoying her retirement. We're grateful for Leanne's enormous contribution to the Board and her guidance in financial oversight and risk management during her eight-year tenure. Following an independent search process, Bronwyn Morris AM was appointed as a Non-Executive Director and Chair of the Audit and Risk Committee on December 24th. Bronwyn brings over 25 years of experience as a Director for ASX-listed and unlisted companies and large government-owned corporations. Her expertise in finance, audit, corporate governance, and risk ensures consistency across this critical oversight factor. Bronwyn is standing for election at this meeting. In April 2025, Susan Forrester stepped down after three years of service, having made a valuable contribution to the Board and the company.
In July 2025, we welcomed another two new independent Non-Executive Directors, Diana Eilert and Laurence Baynham. Again, following another independent search process, both are standing for election at this meeting. Diana brings extensive experience in technology strategy and customer and digital transformation, while Laurence brings nearly 30 years of insight from his previous executive tenure with the company, including guiding Data#3 through a period of substantial growth during his time as Managing Director. In line with our constitution and governance practice, as mentioned, the three directors, Bronwyn Morris AM, Diana Eilert, and Laurence Baynham, will stand for election at today's AGM. The Board supports their election, confident that their combined experience, expertise, and perspective will further strengthen the Board and benefit the company's shareholders.
With these appointments, we will have a strong, engaged, and highly experienced Board with a wealth of industry expertise and diversity of thinking, which will position the company well for continued growth going forward. On the basis of these elections being approved, the Board has considered adjustments to the Remuneration and Nominations Committee composition and has proposed that Diana be appointed to chair the Remuneration and Nominations Committee and for Laurence to be appointed as a Committee member to replace myself, with effect from November 1, 2025. These proposed changes are conditional upon the outcome of today's resolutions before shareholders. As I enter my third year as Chair of the Data#3 board, I remain privileged to serve in this role and to work with such a capable board and management team.
Turning now to the financial highlights for FY 2025, Data#3 delivered a strong performance, achieving record gross sales of AUD 3 billion, up 9% on the previous year. This growth was supported across all three operating segments. Profitability also improved during the year. Total gross profit increased 7.3% to AUD 289.7 million, and the internal cost ratio improved from 80.6% to 79.7%, benefiting from operational efficiencies and a restructure in the infrastructure solutions business. In the first half of FY 2025, EBITDA increased 11% to AUD 66.4 million, and profit before tax rose 11.4% to AUD 69.1 million. These results demonstrate the relevance and momentum of Data#3's integrated solutions as well as the company's ability to adapt to changing technologies and market conditions. In FY 2025, our balance sheet remained very strong and debt free, with net assets of AUD 84 million and a high cash conversion rate.
Net cash generated from operating activities was over AUD 126 million, reflecting the company's long-standing efficient working capital model. From a strategic planning perspective, we were pleased with the progress made in FY 2025 on our strategic priorities as part of our rolling three-year plan, and Brad will touch on those shortly. In summary, the business continues to deliver on our strategy of consistent, reliable, and sustainable growth. The success of Data#3 in FY 2025 is underpinned by the expertise of its people and their dedication to our customers. I'd like to thank all employees for their commitment and contribution to delivering this strong result. I'd also like to thank our board, both past members of the board and the incoming members, for their continued support and guidance. Finally, I'd like to thank you, our shareholders, for your ongoing support and trust in Data#3.
Your confidence enables us to continue investing in solutions, people, and innovation, positioning the company for sustainable long-term growth. Before moving to the formal resolutions, I'd like to hand over to Brad Colledge, our Managing Director and CEO, who will provide further detail on the operational performance for FY 2025 and the outlook for the current financial year. Thanks, Brad.
Good morning ladies and gentlemen, and thank you, Mark. It's my pleasure to welcome you again to Data#3's AGM and thank everyone for making the time to join us here in person today and also online. As Mark has already mentioned, FY 2025 has been another record-breaking year for the company with gross sales exceeding AUD 3 billion. This represents a 9% increase on the prior year and continues our track record of sustained growth despite the broader economic headwinds of recent years. Our recurring gross sales increased from 67% to 69% in FY 2025, reflecting the ongoing shift from our customers to multi-year subscription and as-a-service purchasing models. Equally pleasing, our internal cost ratio improved from 80.6% in FY 2024 to 79.7% in FY 2025, demonstrating improved operational efficiency throughout FY 2025. We delivered a commendable result despite having to navigate federal and state government elections, vendor program changes, and some protracted customer decision-making.
Despite these periodic challenges, Data#3's business model held strong and we delivered earnings before tax of AUD 69.1 million, up 11.4% on the prior year. This was underpinned by solid gross sales growth and improved operating leverage and was a result of our continued focus on delivering exceptional value for our customers. Our software solutions business achieved gross sales exceeding AUD 2 billion for the first time, representing growth of almost 11% on the prior year. This performance was particularly pleasing given the changes to Microsoft's partner incentive programs that came into effect from 1 January 2025. Strength in the public sector and education verticals, along with early success in transitioning corporate customers from traditional enterprise agreements to cloud solution provider agreements, supported this growth and helped to mitigate the impact of Microsoft incentive changes.
Our software advisory services revenue has also grown, helping customers to deploy, adopt, and manage their software efficiently. Our infrastructure solutions business experienced a challenging first half due to delayed customer decision-making and election-related impacts. The second half saw a strong rebound driven by demand for devices supporting Windows 11 upgrades, network and security products, and broader public sector demand. Overall, gross infrastructure sales grew 4% for FY 2025 while gross profit increased 10% and management profit was up 27.4%, reflecting both operational efficiencies and a disciplined focus on improving infrastructure deal margin. Our services business delivered another solid performance with gross sales up 6.7%, underpinned by strong growth in managed and maintenance services. This was slightly offset by subdued growth in people solutions recruitment and business aspect consulting, which were impacted by the state and federal elections during the financial year.
Strong demand for security solutions and our local Security Operations Centre further strengthened the services business unit during FY 2025. We continue to expand and refine our solution offerings such as hybrid cloud, modern workplace, security, data and AI, and connectivity. AI continues to be embedded in our solutions, particularly through Microsoft Copilot workshops and advisory services and in IT infrastructure upgrades required to power and secure AI tools. These solutions enable our customers to drive efficiencies and create competitive advantages. Our managed services team launched new managed security solutions during the year, which pleasingly builds out our existing cybersecurity portfolio. These offerings, combined with our cloud security capabilities, advisory services, and Device as a Service solutions, position Data#3 strongly to meet the evolving and diverse needs of our customers. Our people remain central to our success.
Our culture and employee focus have remained strong, as reflected in our HRD Employer of Choice recognition for the 10th consecutive year, our Great Place to Work certification, and an overall employee satisfaction rating of 4.4 out of 5. We also enhanced our hybrid workplace policies, learning and development platforms, and parental leave entitlements this financial year while increasing female employee representation to 34% and maintaining an average tenure of 5.6 years compared to the Australian average tenure of just 3.3 years. In FY 2025, Data#3 received multiple awards that highlight both our technical and cultural achievements, including Cisco Customer Experience Partner of the Year for Asia Pacific, Japan and China, HP Greater Asia Partner of the Year for the top enterprise reseller, and Schneider Electric and Sustainability Champion of the Year. Additionally, we were recognized by the Australian Shareholders Association for most effective shareholder communications.
Affirming our commitment to transparency and engagement with the investor community, let's now move to FY 2026. In FY 2026 our strategic priorities remain focused on solutions, customer experience, operational excellence, and people and community. As previously communicated, we expect the first half gross profit for software to be slightly below FY 2025 due to the impact of Microsoft incentive changes. This will be offset by a stronger performance in our infrastructure solutions business, with group gross profit for first half FY 2026 expected to be slightly ahead of first half FY 2025. I'm pleased with the progress of our Microsoft channel incentive transitions and mitigating initiatives we have implemented so far this year, and we have seen solid growth in CSP, which is the cloud solution provider, Azure Security, and software advisory services. Our current first half projection is to deliver pre-tax profit in the range of AUD 32 million- AUD 34 million.
There are, as always, many variables that can impact on this forecast, including the timing of customer decision making, product shipments, and services project milestones. The software business is expected to return to growth in second half FY 2026 and to deliver a similar full year gross profit contribution as the prior year. We expect a solid full year contribution from our infrastructure and services businesses to deliver overall gross profit growth in the high single digits for FY 2026, with a slightly higher skew towards the second half compared to the prior year. We anticipate further easing of interest rates in FY 2026, which would see interest income down on FY 2025.
The first half results and interim dividend will be announced on 23rd February 2026, and it is our intention to maintain our usual dividend practice as we look forward to the 2032 Brisbane Olympics and Paralympics, which represent a unique opportunity for Data#3 to leverage our expertise in large scale infrastructure projects. Our broad customer base, including customers in federal, state, and local governments, education, health, the corporate and resources sector, continues to benefit from our integrated solutions, transformation capability, and adoption of AI. In closing, I'd like to thank our board, our shareholders, and our customers, and most importantly, our exceptional Data#3 team whose dedication underpins everything we achieve. There is one team member for which we'd like to make special mention.
Michael Bowser, our Executive General Manager for Services, member of our Executive Management team and one of our key management personnel, is retiring in December after 38 years of creating shareholder value for Data#3. Michael started well before Data#3 listed on the ASX. He's had many key roles in Data#3, always executing with the passion, skills and values we've come to expect. We wish Michael the very best for the future and a huge thank you. Our FY 2026 plan has a strong foundation, clear strategy and we have exciting opportunities ahead, particularly in AI, cloud security and infrastructure. I look forward to updating you on our progress and continuing to deliver growth and value in the year ahead. Thank you. I'll now hand back to Mark.
Thanks Brad, and can I just endorse those comments about Michael. Fine innings and well done. Congratulations. Before we consider each item of business, I'd like to outline the procedural matters for this meeting. For those participating virtually, at the bottom of the web page under the webcast and presentation, there are three boxes which allow you to firstly get a voting card, secondly, ask a question, and thirdly, download the AGM documents being the Notice of Meeting, the Annual Report, and the Virtual Meeting online guide. Shareholders will have the opportunity to comment on and ask questions in relation to the resolutions, both in person and virtually. I'll hold comments and questions until the item of business has been introduced. Questions from those in person will be addressed first.
For those shareholders using the online platform, you can ask your question during the meeting by clicking the Ask a Question button and following the prompts. For each item of business, we will address questions received from shareholders attending in person first, then from those shareholders participating virtually. I'd now like to briefly summarize the voting procedures which will apply to this meeting. Voting on each resolution will be conducted by a poll. Shareholders who are attending the meeting in person will have been given a voting card on registration, and the completed voting cards will be collected at the end of the meeting. Shareholders who are participating virtually in this meeting can register to vote by clicking on the Get a Voting Card box at the top of the web page or below the presentation slides and follow the instructions.
Following discussion of all items, shareholders will be given a further five minutes after the meeting is closed to submit their votes via the online portal. After this time, the polls for each relevant item of business will close. Your board supports all resolutions put to the meeting for your consideration today. However, as set out in the AGM notice, it abstains from voting on Resolutions 1 and 2. Where undirected proxies have been given in favor of the Chair, the Chair will vote in favor of the resolution to the extent permitted. The number of proxy votes received on each resolution will be displayed on our slides as we move through the resolutions. The results of each poll will be announced via the ASX as soon as possible after this meeting and will also be displayed on our website.
If you experience any difficulties using the online platform, the helpline number is displayed at the top of the page. You can also refer to the Virtual Meeting Online Guide, which is accessible via the online platform. We'll now move to the formal items of business for the meeting. The first item of business for discussion today is to receive and consider the financial report, the Directors' Report, and the Independent Auditor's Report for Data#3 and its controlled entities for the year ended 30 June 2020. Ben Woodbridge, the audit partner with PricewaterhouseCoopers, please stand or wave your hand. He's available to answer questions relevant to the conduct of the external audit and the preparation and content of the Independent Auditor's Report. I'd now like to invite questions for this item of business. Are there any comments or questions from shareholders attending in person?
Paul Fanning, long-term DTL shareholder, and I haven't been for a few years, but I commend the reports from both you and Brad Colledge on DTL and particularly the outlook statements. A couple of questions I'm interested to know, and this might go back to Cherie, the CFO, whom I haven't actually officially met in the past. It was very useful for the market. About a month before the profit results released on half year and full year, there was an indicative range given on unaudited NPAT and perhaps EBITDA. Now that seems to have fallen away or dropped away for some reason, and I'm not sure whether there's some sort of corporate requirement or whether it was deemed a little inappropriate. If the numbers fluctuated from the unaudited numbers through to the actual reported numbers on the profit release date, that is for half year and for full year.
Now I consider that probably it was a good boost for the share price, and it gave the market a bit more of a sense of reality both for retail shareholders through to analysts and through to institutional shareholders. The other question, the other point.
Maybe answer that one first. Is the next question related to that? Let's answer that question first. Look, what we've done over the last couple of years is obviously we've provided guidance today in the lead up to half year and full year results. We've provided a comment only where there is something new to add to what we've previously said. We felt that there hasn't been anything new to add, so we haven't bothered to say anything. Brad, did you want to add to that?
I would just add when you announce anything provisional, it's never provisional because all the analysts grab it and run with it anyway. We would prefer to actually provide the full results with the full information at the right time, and that's working really well for us.
Has there been a change in procedure?
Change of procedure. We've been doing this process for a couple of years now. Paul mentioned you haven't been here for a little while, but we've been following this process for a few years now.
The other one relates to Microsoft, probably better for you. The cash flow coming from Microsoft revenue would be significant to the business, and it would be embedded in one or more of the business units. How much impact would you think that would have at, say, an EBIT line both for the financial year closed out and the coming financial year?
Impact?
That is because of the remodeling of the probably software as a service, I'm guessing. You need to give us some color.
Let me address where I think you're going with that. The changes in Microsoft channel incentives are changes to the incentives and not the revenue. The revenue remains exactly the same. As we reported for the first year, with the AUD 2 billion worth of revenue, it's not expected to change our revenue from a programmatic perspective unless we decide based on the channel incentives that we don't want to participate in different markets. However, at the moment the strategy is the same. We're investing more in our medium business market, which is where there's additional incentives from Microsoft. As far as the Microsoft revenue is concerned, it's business as usual.
There's been a remodeling to really follow the Microsoft way and orientate towards different sectors of the market.
Would you be talking about the gross sales vs revenue remodeling? Is that what you're talking about? Oh, okay. That's purely a financial accounting reporting requirement, which is why we're still reporting gross sales, so our shareholders and customers can understand how the business is traveling from a gross sales perspective. The gross sales versus revenue reporting doesn't affect the gross sales number.
Okay, thank you.
Other questions? Yep. Yep.
Seen as the microphone was next to.
Me, take the opportunity.
I thought I'd grab it quickly. Just if I may make a comment, I disagree with my neighbor here. I like the idea of giving as little guidance as possible. We've all seen how volatile our share price is. We're priced for perfection at the moment. The slightest negative thing, it could easily tumble. I know this morning it's gone up a little bit. Gartner. In the full year presentation, the Gartner figures mentioned that the IT industry would grow 8.7% in 2025. There was a mixture of 13% for software and various other things. Does Gartner review what actually happened rather than the forecast? I couldn't find it on the website. It was like wading through treacle. Could you each year report what the actual growth was last year? That would give us an idea of market share.
I'll let Brad answer that, but I'd just make one point, and that is the Gartner figures are based on a calendar year. It's a calendar year, not a financial year, so there's a slight mismatch in what's being said. I'll ask Brad to comment.
Look, I do find that the analysts are more like weather people. They always talk about the future, not the retrospective. With regards to that, sometimes we do talk about how things have traveled in the past versus how they said it was. I think we used the end user compute as an example last year where the industry in general was expecting a lot larger growth last calendar year, particularly around the COVID refresh and the Windows updates opportunity. The industry didn't see what even the analysts were expecting. I think at the time they were expecting like 9% growth and it was like 5% growth. We do go back and review how that's going also just to look at what that means from a future opportunity perspective.
If we took the end user compute example, where customers didn't upgrade as quickly as the industry expected, that means that the opportunity is still there and an accelerated opportunity moving forward. We do review that internally. We don't necessarily publish that, but it is available.
Okay. A second thing is on the presentations, I understand why gross sales are really important from a historical perspective. Given that we're now actually statutory reporting differently, it would be really good to have that in the presentation so we can start following how that goes without sort of drilling down into the annual report. I did note that EBITDA crept in. It wasn't on the screen, but it was mentioned. Can I please request EBITDAR does not come in. If you understand why, just look at what Charlie Munger called EBITDAR.
Okay, I'll take that point. Yes.
Peter Richardson, shareholder. Congratulations on the result. Thank you. I was going to congratulate you on being probably the only AGM to get through the Chairman's talk without mentioning AI. I left that to Brad. On AI, I mean, it's good to see that you're not just, I.
Guess, throwing money, trying to chase the golden ticket of whatever AI might be.
You must be doing something. Is there anything that you could share?
us how AI is affecting your business internally?
Yeah, look, I'll get Brad to provide some detail on that. From a board perspective, I mean, AI certainly is part of our conversation every board meeting. I suppose we need to divide it into two parts. One is how we're using AI internally to drive efficiencies, operational efficiencies in the business, and Brad can talk a bit about that, but also how we advise our customers and clients on the adoption of AI. They're sort of interrelated. Some of the lessons we learned from adopting it ourselves, we then apply to the processes and systems and advice that we give to our customers.
Thanks, Mark. I thought we might get a question on AI, so have some pre prepared. In the FY 2025 results announcement, we did include a slide there just at the highest level internally that we are using AI across finance, HR, IT, cybersecurity, sales, and customer experience. We are using AI fairly comprehensively across Data#3, and what we're finding is that our vendors, our suppliers that we use internally as well as represent externally, AI is embedded in a lot of the solutions that we're purchasing. When we're purchasing Microsoft products, for example, we recently invested in Microsoft Fabric, which is a data platform. That data platform has AI all the way through it. We get that as part of the application and we're implementing and using that.
Same with even our LinkedIn subscription, LinkedIn Sales Navigator now has AI within it, and same with a lot of our development tools. We're making the most of that and we're also helping the customers on that journey as well. Does that answer the question enough.
I guess the follow up would be how is AI going to affect your business? Are we going to see cost efficiencies? Does it provide greater margins, greater opportunities?
Yeah. AI and also sort of back it up in terms of automation in general. In addition to AI, we've been on a journey over a few years now as most organizations are modernizing their applications, and we implemented a new ERP a few years ago and then the sales, order processing, warehousing components of that. Just through implementing automation in that, one example is when we get to May, June, which are one of our busiest periods, we sometimes have to get contractors into our administration teams, order processing teams, just to get the orders in because there's so many. At one stage, we had nine contractors in. We didn't have to do that at all last year. That was a direct saving to staff costs in that regard, and that's an example in terms of automation in general.
As far as AI is concerned, we're using it more as an opportunity to drive further efficiency, but also it will probably mean that we don't need to invest in people as much as we move forward. We're not necessarily looking at replacing resources at this point in time, but it's an opportunity for us to grow and do more and take more solutions to market. While we're still on AI replacing resources.
Is there any chance that the customers?
May be able to cut Data#3 out using AI from some of the.
Services we presently supply?
Potentially we may be doing and providing different services for our customers than we have traditionally. It also depends on the customer and the profile. If they're a big software development house, for example, it's one of the areas where AI is working really well in terms of helping software development organizations to develop code. One of the areas that we've always been very strong at is providing the infrastructure to operate the AI tools on. We have our consulting businesses in terms of helping them to look at their data and their systems and how they can implement AI. Is their data secure? How are they governing their data before they put AI across it and whatnot. Our solutions and offerings are evolving.
There might be some really basic looking at our general manager services over here, but network management or deployment activities that AI can assist with, and then we'll provide additional value services over the top of that. We're not concerned at this point in time. We see it as a massive opportunity for Data#3 as opposed to a risk.
Hi Brad, good morning. My name is Olgias, I'm a shareholder, a long time shareholder I must admit. Happy one. First of all Brad, congratulations and executive team, very good results. I'm not surprised. I mean you're fresh. I think last year I was here, you were just freshly appointed in March last year. Not new to the company though, so well done and being 28 years, is that right or something like that.
October was 30.
Wow.
We see another example of Michael Bowser retiring after 38 years. It's a very healthy sign if you follow the growth this year. Earlier this year I actually attended one of the meetings which I think was closely watched worldwide. That's Berkshire Hathaway in Omaha, Nebraska, where Buffett actually announced his retirement this year. The fantastic result he delivered was 5,500,000% for his shareholders. I think one of the ways he delivered this, not only doing the great job which you guys do, but also not paying dividends. You know where I'm going to, and buying back shares when it made actually financial sense. Is there any plans for the company to buy back shares or not pay dividends? I know in the U.S. it's quite popular because they don't have this franking credit system over there.
However, I would rather prefer the management to reemploy or retain the earnings and invest into the growth because that proved time and again that's one of the best ways to grow shareholders' wealth basically.
Perhaps I can answer that question and Brad may want to add something to it. We continually discuss and monitor that situation as to what our capital management strategies should be. It's an active discussion around the board table. At most meetings we consider options such as buybacks and special dividends. We obviously look at where we should be deploying our capital in the most efficient way. It's an active discussion. The position we've taken to date is as we've demonstrated as we've paid out dividends. We continue to look and press management to come forward to the board with investment decisions that will grow shareholder value. Paul.
Thank you. I have a question in regard to competitor intelligence. I look in the market and I closely follow investment markets by broad spectrum constantly. I see Technology One gets a lot of limelight, gets a lot of sell side analyst coverage. Now prior to the meeting, I can't remember who it was said there's about 12 or 13 analysts on board for Data#3. Now Data#3 truly has done very well both in profit growth, dividend growth and I've been a shareholder for a very long time. There's already been examples given today. What is the, why has Technology One had such exponential growth compared to Data#3? Are there any particular markets in the future where Data#3 could move into?
For instance, I suspect the municipal government that Technology One might have a bit of foothold, a bit of a handle, or are there aspects of Technology One market that you don't want to go to? Yep, broad spectrum questions.
I'll let Brad answer that.
Yeah, absolutely. Congratulations, Technology One. They've done an excellent job. Technology One have actually been a customer of ours from time to time as well. They are a software development company. They develop software and, as you're probably aware, very successful initially with local government and others. They've developed the IP within the software and they can continue to leverage that. From a sales perspective, we're quite a different organization. We actually don't develop software applications. We represent world leading vendors. Some of those world leading vendors, like Microsoft, for example, develop software and we represent that software in market. We are quite a different organization to a Technology One. In terms of the general analyst activity and advice on Data#3, which you mentioned earlier, certainly Cherie and I can vouch for, the activity is a lot larger and higher than it ever used to be.
I think that we're adequately covered. We've got some very good people that cover us, that know us well, and it's good to see.
Sorry, I feel as a fellow shareholder, I need to talk about the question about dividends. I'd encourage the board to talk to as many people as possible, shareholders as possible about dividends. Your dividends fund my retirement. If you cut your dividends, I'd have to sell Data#3 shares. I don't want to do that. I think in Australia with the franking credits, dividends are very important. People say Data#3 is on a low yield. It isn't at my buy price. I've been here since 1998. Peter Storer, by the way. Sorry, I've forgotten to introduce myself both times. I think the dividends are important. The really important thing about Data#3 is all of the growth that you've had has been able to fund it from cash flow. That's a big thing for me as a shareholder, I want to see strong cash flows.
There's been no need to buy back. The share price has gone on. It's pretty high. You wouldn't be buying back at a PE of 30. It doesn't make sense. Thank you.
Thanks, Peter. Those are certainly part of the considerations we take into account in our deliberations around the board table. Thanks for that comment. This seems to have turned into a general question, Tom. I thought it was about the finances. Is there going to be a chance to ask general questions later on? Yeah, there is an opportunity at the end to ask general questions. Okay, fine. We have sort of let this go on a bit. We might round it up, but then go to Hayley. Do we have any online questions? Hayley?
Yes, Chair. There are a couple of online questions. There are a few around AI. I'll summarize what I think hasn't already been answered.
Yep.
There's a question from Jeff Rogers who'd like to know if we have a clear pathway to generate profits from data centers and AI factories that aren't part of that traditional Microsoft and Intel office architecture that our government and corporate customers are probably used to, and how we're adjusting our sales and customer engagement architecture to address that shift in the market.
Okay, I'll answer that in terms of what I think the question is, and if I don't answer it properly, please just ask again. When Microsoft invest in their data centers, for example, they're investing in their cloud solutions, whether it's Azure or Modern Work or their Dynamics applications. We're reselling those, obviously, and implementing those with our customers as far as data centers are concerned. When Microsoft make an announcement about investing billions of dollars into, even into Australia, into data centers, and they're building out that compute power, we don't play in that market. We're not providing compute to globals, for example, like Microsoft or AWS. They would deal directly with the respective vendors in that regard. However, to help answer the question, where I think it might be going is that our customers still have compute power.
Whether it's on the PC, on their own server, or in the cloud, Data#3 helps the customers to deploy and manage that. As far as their customers' own compute power, that would typically these days, rather than sitting in the corner of their building or in a data center in their building, they'd typically be in a purpose-built data center facility like a NextDC, for example. We would supply that server for that customer's application into a NextDC and then ideally manage that for them. We have a data center practice, and we still have great opportunity in that data center space. When we're talking about data center, we're really talking about providing server and storage and compute into a physical data center and then managing that for the customer.
Does that cover the question?
Does for me, I think so. Thank you.
Great.
I've got another question from Stephen Main. This is a question on account. He'd like to know when the external audit was last tendered, when will it next be tendered, and do any of our directors have any history or association with PricewaterhouseCoopers?
That's a fairly straightforward answer. The audit was tendered last year. This is PricewaterhouseCoopers' first year doing the audit. We don't intend to tender for another few years yet. To my knowledge, no directors have any association with PricewaterhouseCoopers. Any other questions?
That's all for this item of business.
Okay, we'll now move to the next item of business. The second item of business is to adopt the remuneration report for the financial year ended 30 June 2025. Please note that the vote on this resolution is advisory only and does not bind the directors or the company. However, when reviewing the company's remuneration policies each year, the board considers the level of shareholder support received and matters raised by shareholders. Voting exclusions apply to this resolution as set out in the notice of Meeting. As in previous years, targets have been established to produce earnings growth and the management team's remuneration is structured in line with these targets, with a significant proportion comprised of short term and long term incentives. These are awarded based on the achievement of appropriate financial and operational targets.
We measure remuneration against industry benchmarks on a regular basis to ensure it is set competitively. During FY 2024, we engaged with an external remuneration consultant to review the remuneration of the directors and senior executives to ensure that the structure and levels of remuneration are in line with the market. This external review remains current and we would generally intend to engage an external remuneration consultant for a detailed independent market review of executive and non executive remuneration every three years. I'd now like to invite questions for this item of business. Are there any comments or questions from shareholders attending in person? Can you just say your name again?
Yes. Good morning, Steve Mabb, representing the Australian Shareholders Association. Today, a couple of quick comments and then to my questions.
First of all, thank you for a very constructive engagement and also the opportunities that you gave retail shareholders this year with Brad and Cherie coming in, engaging. That was part of the reason we recognized you as the most effective shareholder communication company for the year. Congratulations on that. To my question, we understand you don't give really detailed forward guidance, and we're very supportive of that. We appreciate you not wasting management's time on predicting things that are inherently unpredictable. As a result, there's not really detailed metrics in the REM plan. We understand that and accept that. Just on the long term incentive, could you just give us a comment on. Excuse me, just give us a comment on why we have three years for our long term incentive plan for management as opposed to, say, four or five. Just general view there. Thank you.
Sure. Thanks, Stephen. Look, you know, in principle or in theory, five years is probably long term. I come from an economist background, and five years is probably long term. Ten years is probably long term. In economic terms, however, when you come to the tech sector, three years is a long time. In the tech sector, and in particular with technology and the rate of change that's occurring in society, three years is a long time to come to grips with. To sort of put five years in context, I can only sort of go backwards and say project back five years ago. Five years ago, COVID was just getting underway. Inflation hadn't taken off and spiked at 9% or 10%. The Ukrainian war hadn't started, the Chinese conflicts, the Middle East conflicts, all these things hadn't occurred. AI hadn't sort of emerged on the scene.
It's very, very difficult to cast your mind beyond three years in terms of setting LTIs. Certainly we have, in terms of strategy, aspirations to look out five years and beyond. In terms of something specific like LTIs, three years is a long time, and in business, as it is in politics.
Good answer. Thank you.
Any other questions? Okay. Are there any questions online? Hayley?
Yes, Chair. There is a question online from Stephen Main. Last year, I asked if any of the proxy advisers recommended against the CEO's LTI grant. Could the Chair please share with shareholders his knowledge of what the proxy advisers have recommended on this remuneration report? Also, next year, could he please disclose the proxy votes early to the ASX along with the formal addresses, as this is becoming standard and leads to a more fully informed AGM discussion?
I'm not sure that the practice is becoming standard at all at this stage, and we see no need to necessarily do that. The proxy voting extends up until just close to the AGM, and then this further voting occurs at the AGM to give a complete picture. We can only give that complete picture after the voting is finished, and we do that through the ASX and on the website that gives a complete picture rather than a partial picture. Any other questions?
That's all.
Okay. The proxies received in relation to this resolution are now shown on the presentation. Sorry, did I miss.
Thank you. I have a question about these. I think it's on page 25. In regard to the skills matrix of the board, I think is this appropriate time to raise this question? Congratulations to the board and the Chair for defining the skills matrix by type and also by the director's name. I've gone through many AGMs. I haven't seen it to this detail. What I do see, two salient things or two slight trends. The sustainability one and industry sector skill sets are probably not as strong as many other skill sets shared by the directors and the Chair. Now, is this a concern to the board and if it is, what do you intend to do? Or does it compare reasonably well with other ICT companies?
Thanks, Paul. Firstly, thanks for the comments about the skills matrix and we're very pleased with what we've presented there. I think Stephen's recognized that in the award that we got and I think you use it as a bit of an exemplar. Stephen, you said we do. Yeah, it's best practice, in ASA's opinion. Yeah, very supportive, so very proud of that. As to your specific comments, Paul, on sustainability, I suppose that's a bit of a journey for us all and we're probably being a bit modest there, but that's certainly part of the reason why we've brought Diana on board and she's obviously got three ticks there and sustainability will be certainly something that Diana is going to bring added horsepower to the board with. I think we've taken some initiatives there to address that.
Any apparent weakness we have there in relation to industry and sector, again, I suspect we've probably been a bit modest. I suspect Diana's been a bit modest there. She certainly has enormous executive experience in digital transformation and things like that. I suspect she's being a bit modest about what is put on the skills matrix there.
I don't know whether you want to.
Add to that, Diana, it's certainly having industry expertise on the board is absolutely critical, I tend to think, and I'll make a general comment, I tend to think that the governance pendulum has swung a bit too far towards independence and not enough focus on people who have direct industry expertise around the table. I suppose that was part of the reason why we were keen to get Laurence back on the board as soon as possible, because his industry expertise is absolutely invaluable and adds to the industry expertise we have around the table.
Just one final question on Fred. I can't find it quickly in the REM section of the annual report. What are the STI components to make up the STI for Brad?
You can't find them because they're not there. Not in detail anyway. There are both financial and non-financial. It's about 70% financial and 30% non-financial for the STIs, and those are obviously aligned very closely with the overall company strategy and the budgets we set. Those financial parameters very much align with the budget. The 30% is a series of non-financial parameters generally around sort of culture and people issues, but also some of them are very specific and personal to individual members of the group. There are general comments, but there is no detail. Something for us to ponder in the future. We can turn to the proxy votes received in relation to this resolution now shown on the screen on the presentation slide. Shareholders may wish to cast their votes for Resolution 1 now.
Item 3 of today's business is to approve by ordinary resolution, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of a maximum of 39,314 performance rights and any fully paid shares issued on vesting of those rights to Mr. Brad Colledge or his nominee. Mr. Brad Colledge is Managing Director and Chief Executive Officer of the company and a related party of the company by virtue of him being a Director and so is within the category of persons in Listing Rule 10.14.1. Accordingly, the company seeks shareholder approval for the purposes of ASX Listing Rule 10.14 and for all other purposes to grant a maximum of 39,314 performance rights within the terms of the company's long term incentive plan and any fully paid shares issued on vesting of those rights to Mr. Brad Colledge or his nominee.
The Board has decided to grant these rights as part of Brad Colledge's remuneration package and in recognition of his contribution to the company. Details of the remuneration package are contained in the explanatory statement which forms part of the notice of meeting. Are there any questions from the floor on this resolution?
Thank you. I hope I'm not hogging the questions on the notice of meeting. It's in relation to item 3. The company has attributed the value of AUD 350,000 to rights, which has been determined with reference to independent benchmarking and advice regarding Brad Colledge's remuneration. Can you please inform the meeting what is the independent benchmarking, how did you go about it? Is it done annually?
I referred in my comments in the lead up to this that we had an independent consultant look at this back in FY 2024. That was our last market review, so it's sort of 18 months old. The key recommendation here was in relation to this item, I suppose at a general level, was the benchmark is sort of roughly 50% base remuneration, 25% LTI, 25% STI. We're not quite there, but we are sort of moving to that over time. I think it's about 58% base remuneration for Brad at the moment, but we are looking to lift the LTI component gradually over time. I would say that Brad's LTI component is pretty modest compared to his peers. Any other questions from the floor? Are there any questions online?
No.
Chair.
Okay, so the proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 2. Item 4 of today's business is to approve by ordinary resolution that Ms. Bronwyn Morris AM, who was appointed as a Non-Executive Director by the Board on 1 December 2024 and retires in accordance with Rule 183 of the Company's constitution and, being eligible, be elected as a Director of the company. Bronwyn brings valuable experience and insight to the Board and her qualifications, experience, and responsibilities are summarized in the explanatory statement which forms part of the notice of meeting. Bronwyn also chairs the Audit and Risk Committee. The directors, with Bronwyn abstaining, recommend that shareholders vote in favor of the resolution. I'd now like to invite Bronwyn to the podium to address the meeting.
Thank you, Chair, and good morning all. My name is Bronwyn Morris and it's been a pleasure to serve as an independent Non-Executive Director of Data#3 Limited since December 24th. I'm also Chair of the Audit and Risk Committee. As the Chair just mentioned, the success of Data#3 to date is testament to the skills, talent, and leadership within the organization over many years and more. Currently, the leadership provided by Brad and his dedicated executive team. The Board of Data#3 continues to strive for the highest standards of leadership and governance. I'm a Fellow of Chartered Accountants Australia and New Zealand, and prior to moving into a career as an Independent Non-Executive Director, I served as an audit partner with KPMG. I've accumulated nearly 30 years board experience across publicly listed, unlisted, government, and not-for-profit entities. I've worked across the strategic, operational, and financial aspects of diverse industry sectors.
With my broad governance experience, strong commercial acumen, and expertise in financial oversight, I believe I bring valuable skills to your Board. I currently serve as Chair of RACQ Foundation and as an Independent Non-Executive Director of ASX-listed Dalrymple Bay Infrastructure Limited, where I chair the Finance and Audit Committee. I've previously served as Chair of the Queensland Division of both the Australian Institute of Company Directors and Chartered Accountants Australia and New Zealand. I have a passion for strong governance and the important role it plays in helping to shape successful short and long-term strategy. I have the capacity for this role and am committed to dedicating the time and focus needed to my Data#3 Board responsibilities. I look forward to continuing to work alongside my fellow Board members and the talented team at Data#3 to deliver enduring value for shareholders. Thank you for your consideration.
Thanks, Bronwyn. I'd now like to invite questions from the floor for this item of business. Any questions? Nothing from the floor. Any questions online?
Yes Chair, we have a question from Stephen Main. It's unusual to have three directors up for election at the first time at the one AGM. Which recruitment firm did we use, and could each of the three new directors summarise their experience of the recruitment process and whether they knew any of our directors or executives before engaging with the recruitment process?
The recruitment specialists we used were Directors Australia, based in Brisbane and widely used by a large number of ASX-listed companies and other companies. They have a very high reputation, and we're very happy with the services they provided. We used them in December, in the lead up to December, around October, November last year, and then again around April, May, June this year. As to the other part of the question, I'll let each of the directors answer in respect of their experience of the recruitment process. In respect of knowing directors, I mean obviously it's fairly clear that Laurence knew all of us beforehand. I don't think there's any need for any further disclosure on that, but if Bronwyn, Laurence, and Diana would like to comment on the recruitment process, very happy for them to do that.
Thanks, Chair. I was recruited at an earlier time than Laurence and Diana, so they can obviously speak for themselves, but the Directors Australia process I found to be very, very thorough. I can't state how many people are in the pool because I was just a candidate, but the interview process was quite thorough with a number of questions we had to prepare. Not a formal presentation, but to address a number of issues, opportunities, strategies, and risks and so on that we thought the organization may face. I think I was interviewed by the whole board, if I recall. The process went from there, so I can only speak to my involvement, and Directors Australia I felt did a very thorough process and I felt part of it.
In relation to the question in relation to the board, I suppose Brisbane's a very small place, but I have to say I don't think I knew Brad or Laurence or Mark before. Diana, you came after me, but we came across each other many, many years ago before you moved to Sydney. Mark, I've known since he was in government and I was on a government board, so that goes back an awfully long way. We've worked more recently on a board locally, on a local government board. It is a very small place in Brisbane. We will tend to know each other.
Thank you.
No, just in answer to the question about your experience with Directors Australia.
Okay. Hi, my name is Diana Eilert and I'm up for election today too. I'll shortly be speaking to that. I went through a similar recruitment process to Bronwyn where I didn't know anyone on the board, by the way, in advance. I had met Bronwyn many years ago when I lived in Brisbane running Suncorp's entire insurance business. I think we'd probably come across each other and, strange, I had a number in my phone, but I certainly didn't know. It was a very robust recruitment process, I have to say. I think the board interviewed 10 people but had a list of many tens, I believe, and it was presentations. There were a lot of police checks, reference checks. It was, in my view, and I've been through, I've been on 10 ASX listed boards, I would say it's probably definitely one of the more thorough processes.
I just want to concur with Diana and also Bronwyn. The process was very robust. I went through exactly the same process irrespective of whether I knew people or not, went through the interview process, and it was extremely robust. I've got nothing else to compare it against other than the robust process that we've had bringing on board non-executive directors over many years. Thank you.
Could I just add in terms of the process, apart from the interviews by the Board, we did give preferred candidates an opportunity to do their own detailed due diligence. Apart from obviously reading annual reports and ASX releases and things like that, we gave the preferred candidates an opportunity to speak with members of the executive team, particularly our CFO and our Company Secretary, opportunity to look at minutes of meetings and other material on a confidential basis. The due diligence process was very exhaustive and worked both ways. The final comment I'd like to make, I think part of the question was about unusual to have three people up for election. We did have a Board of only five. The Board has only been five for several years.
We took the opportunity to increase that to six as part of the recruitment process in April, May, June to replace Susan Forrester. That was the reason for one of them. I can give a quick overview of the other two people who resigned during the year. Leanne Muller, who I've already mentioned, really resigned for lifestyle reasons and as I noted, she spent the last couple of months swanning around the world. She did very much retire for lifestyle reasons and her partner similarly took a decision to step back from a number of boards. That was very much her situation. In respect of Susan Forrester, I think for Susan it was very much a workload issue. Subsequent to coming on the Board of Data#3, she was already at the time Chair of Jumbo Interactive.
Subsequent to coming on to the Board of Data#3, she was then appointed as Chair of Southbank Corporation, which is a significant government corporation here in Brisbane which looks after Southbank on the edge of the river. Very high profile, very demanding role as Chair and I think with two Chair roles she had to prioritize her workload and chose to step down from this role. That's the reason why there were three positions up for election this year. Any further questions?
No. Chair.
Okay. The proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 3. Item 5 of today's business is to approve by ordinary resolution that Ms. Diana Eilert, who was appointed as a Non-Executive Director by the Board on 1 July 2025 and retires in accordance with Rule 18.3 of the Company's constitution and, being eligible, be elected as a Director of the company. Diana is a highly experienced Director and senior executive, and her qualifications, experience, and responsibilities are summarised in the explanatory statement which forms part of the notice of meeting. Diana is also a member of the company's Remuneration and Nominations Committee. Directors, with Diana abstaining, recommend that shareholders vote in favor of the resolution.
I'd now like to invite Diana to the podium to address the meeting, having given us a preview just a couple of minutes ago.
I'm delighted to hear you're going to be voting in favor of my election. Thank you very much, colleagues. My name is Diana Eilert and I'm delighted to be nominated for the Data#3 board. I bring to Data#3 extensive experience as an ASX Director. I've held roles as a Non-Executive Director, a Board Chair, Committee Chair, a CEO, and Group Executive of more than 10 ASX-listed companies in my career. These companies include such well-known names as realestate.com or REA Group, Elders, Super Retail Group, Domain, and others. As an ASX Director, I've contributed as companies undertook three IPOs or floats, were taken over four times, a number of CEO successions, large acquisitions, mergers, sales, capital raises, and many business challenges. My executive and board career are steeped in technology and digital disruption.
As I mentioned earlier, I was the Group Executive running Suncorp's entire insurance business here in Queensland and during that time I led the transformation of consumer and business insurance into an online world. At News Corp, my strategy team led significant transformation and thinking as newspapers and magazines and advertising went from print to online versions and now to social media. As a consulting partner with IBM and also as a board member, one of my key focus areas has been enabling the strategy, the skills, and the capability to transform businesses to multi-channel and online and to robustly scale up those digital businesses. I've held roles as a Chief Technology Officer and chaired technology committees. The skills that I bring to Data#3 complement those of other Board Directors and together we bring strong board leadership to the tremendous business and the experienced executive team of Data#3.
I look forward to your support for my election. Thank you.
Thanks, Diana. I'd now like to invite questions from the floor on this item of business. Are there any questions? Stephen?
Very impressive and extensive background there. Diana, given you're going to be the incoming Chair of the Remuneration and Nominations Committee, from all of that past experience you have, could you maybe just give us a flavor of your general approach to remuneration, the carrot versus the stick side of it, and how you plan to apply that at Data#3?
Interesting question. I guess I have chaired five remuneration committees, so I'm pretty familiar with that. In the end, I mean this is a tremendous business and there are highly motivated executives who've been here for very many years, and it's important to keep that momentum and that motivation in place. That said, I mean there's contemporary reporting requirements and there are some expectations, so we might have to look at tweaking some things. I don't really know what those are. In the end, it is about keeping those executives motivated and engaged and continuing to drive the tremendous shareholder value that they have. That's the starting point, I think.
Thank you.
Thanks, Diana. Paul.
Diana, thank you for your address. I've skimmed the materials on the flight up from Melbourne, so everything's quite fresh and vibrant. Congratulations. I think you would be a great asset to the board. I do notice in the skills matrix that you have a very strong tinge towards technology and innovation. Where would you like to see Data#3 move? Have you got any new direction you would offer the board in terms of technology focus?
I think it's fair to say that the company is quite focused on innovating and driving forward in the first instance. I think new voices always bring new perspectives, and I think that it's, you know, we're just getting into the strategy planning process. Strategy. I think there'll be an opportunity for us to all debate and review different opportunities at that time.
Thanks. Any other questions from the floor? Hayley, any questions online?
Yes, Chair. There's a question online from Stephen Main. There's two parts and the first part is more a request. When disclosing the outcome of voting on all resolutions today, including Diana Eilert's election, please advise at ASX how many shareholders voted for and against each item. Similar to with a scheme of arrangement. This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail voting rate.
The next part,
we'll consider the request. Sure.
Also, as a member of the Remuneration and Nominations Committee, could Diana give her response to the 10% protest vote on the CEO's LTI grant, which was only disclosed after the debate had finished.
I think that's a fairly unfair question. I'm going to rule it out of order. Do you want to say something?
No, I just think it's an unusual, unusual vote, and I'm surprised to see it when a CEO gets such a relatively low LTI. That would be my comment. I'd like to understand the reason for that.
Any other questions?
That's all, Chair.
Okay. The proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 4, Item 6 of today's business is to approve by ordinary resolution that Mr. Laurence Baynham, who is appointed as a Non-Executive Director by the Board on 1 July 2025 and retires in accordance with Rule 183 of the Company's constitution and being eligible, be elected as a Director of the company. Laurence is an experienced senior executive and his qualifications, experience, and responsibilities are summarised in the explanatory statement which forms part of the notice of meeting. The Directors, with Laurence abstaining, recommend that shareholders vote in favor of the resolution. I'd now like to invite Laurence to the podium to address the meeting.
Thank you, Mark, and hello again, everyone. It's also great to see so many familiar faces as well. It's been two years since I last addressed the Data#3 shareholders and announced my resignation as Managing Director and CEO. Since then, observing from an arm's length and detached, my perspective was an interested shareholder. I've been immensely proud of the achievements of Brad and the entire Data#3 team. Back then, I had 100% faith in the team continuing to grow this incredible and iconic business. This is precisely what's happened. With over 40 years' experience in the IT sector and 14 years as a fellow of the Australian Institute of Company Directors, I bring knowledge of both opportunities and risk facing Data#3. I will help the company shape long-term strategy and continue to deliver sustainable growth.
My role as a Non-Executive Director will be to challenge management constructively and safeguard shareholder value. I believe my extensive network of contacts within the IT sector, both nationally and internationally, will be of benefit. Around the board table over the past 20 years, I've actively participated with several advisory boards for world-leading technology companies, and I was inducted into the Australian IT Industry Hall of Fame in 2016 and the HP Hall of Fame in 2023. Not sure whether the Hall of Fame was related to my age or not, but I'm hoping the criteria is a bit more than age as defined in the ASX guidelines. I'm not an independent Director but endorse the guidelines which advocate an appropriate balance between independent and non-independent directors on the board.
After many years as Managing Director of Data#3, I understand the difference between an executive role and a non-executive role, and I know that I can add value to the board without becoming involved in day-to-day management of the business. I can assure you that I have no interest in revisiting that role. I have a disciplined focus on governance, accountability, and will work with my fellow directors to act in the best interest of shareholders, staff, and customers. In addition, I will dedicate as much time as required to focus on diligently fulfilling my Director duties for Data#3. Lastly, since the announcement of my appointment, I'd like to thank staff, management, customers, shareholders, and my fellow directors for their support and well wishes. Thank you. Back to you, Mark.
Thanks, Laurence. I'd now like to invite questions for this item of business. Any questions from the floor, Stephen?
Yes, I just want to start out by saying ASA is very happy to support your election, Laurence, and excellent address there. I think you covered off all of the potentially prickly issues well, so thank you for that. Obviously, your knowledge and experience with both the industry and the company is excellent. Simple question coming back. What's the thing that you're most enthused or optimistic about over the next few years that you think you can help with?
Thanks, Stephen. It's actually early days. Being away from the company for quite some time, I am getting up to speed. The biggest thing that I'm enthused about is the people. Technology is always great to be enthusiastic about, but the people are really what makes this business and what makes this business tick. From my point of view, getting back and understanding the people, we have board trips planned around the country to see many of our people around the country and staff and customers. I'm certainly looking forward to that. Thank you.
Any other questions from the floor? Any questions online, Hayley?
No.
Chair.
What a surprise. The proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 5 before we close the meeting. Are there any other general questions from the floor or online that haven't already been asked? Questions of a general nature? Ray, this is now your moment in the sun. I don't know about being in the sun, but anyway, it was a bit wet yesterday. Do you want to stand up?
Right, okay. Three questions, but you can answer each one of them if you'd prefer. There's been a number of comments made about awards that have been won or one of them was triumph. Data#3 triumphs. Is it VIAM? Is that how you say VIAM or is it just.
It says here, and this was in a Data#3 media release, our Tri Party partnership fuels innovation and delivers unrivaled value to our customers. That was a partnership between Data#3 and VM and Microsoft. I just wondered how that is actually working. Is that relationship exclusive to Data#3 in Australia?
Thanks for the question, Ray. Veeam provide backup solutions and one of the key areas where they, where we work with them is providing backup of Microsoft environments. That tri-party arrangement with Veeam and Microsoft and Data#3 is working really well. I think that press release was around the partner of the year and providing great opportunity for us. It's not exclusive, so we were very proud to have been selected for that particular award.
Thanks. Next one relates to a company called Darktrace.
Is this still about awards?
No.
Was there an award for them too?
No, no, no. Where does Darktrace fit within Data#3's offerings to potential clients, and how does Data#3 make money out of it?
Security. Thanks. GM of Software, so Brendan Mary, GM of Software, is down the back, as are a couple of our other General Managers. Darktrace, we have a relationship with them as we do with a number of very specialist security providers. Microsoft and Cisco, two of our largest vendors, provide great security solutions within their suites. We also engage with specialty security solutions from both a licensing and a services perspective.
Is that part of the security? What is it, the special security center order? Is that where they fit in?
The Security Operations Centre is around monitoring and managing our customers' environments, and we use a number of tools with that environment. I'm not sure whether we even have that within our Security Operations Centre per se, but we partner with them for their solution within customers.
Thanks. Last question. What liability does Data#3 have if MXDR by Data#3 fails to protect a client from a data hack or other business intrusion?
You're talking about the managed detection and response solution. That's a great question. I'll answer it, and then Hayley, who is our moderator, may also want to. Terrence, our Chief Legal Counsel, may want to add to it. Security is such a great opportunity for Data#3, but it can also be a risk as well. I guess just generally when we're engaging with our customers, we're providing IT services and solutions to assist the customer to achieve their business outcomes and to protect their environment. Ultimately, the customer is responsible for their own environment. When we're engaging with the customers, we're very open and careful around the responsibilities that the customer has and the responsibility that Data#3 has. We're not taking the responsibility for the customer's environment, but we're providing managed detection and response tools and services to help the customer manage their environment. That cover it?
I think so, Brad.
Yeah.
Okay, thanks.
Thanks.
Thanks, Ray. Any other questions from the floor?
Just a quick comment here on earlier to my fellow shareholder. I think I did not say to buy at any elevated P.E. ratio. I think I made myself clear only if it makes financial sense in terms of the buyback now. I would rather give these guys a chance to employ the money they earned at the rate they've been doing. I think it's 57% R.O.E. at the moment. I don't know where else unless if.
You can find a better investment, something.
Legal, you do, you know, like so therefore. Usually it is reflected in the share price because unless you guys don't see any growth opportunities, otherwise I would rather prefer you employ this capital, you know, instead of paying out the dividends. Currently sitting payout ratio is about 90%. That's very high. I do understand a lot of retirees, you know, rely on this. However, usually share price is reflected in terms of the business expansion and the elevated share price would be so high. As Buffett is a living example of that and he said if he needs money, you can sell some of it. It's as simple as that. Again, everybody's different needs and we can discuss later. One more thing I wanted to mention since we talked about 30 years service, 38 years service, one person I would like to mention is Bremner Hill. Yeah, predecessor.
He's actually done fantastic job and how do I know I was actually posted the question into investor relation was 2019. He actually called me, I was surprised. He said I'm a CFO, so what? He explained me all the serenity, recognition I had nuances because there was some stuff I couldn't read from financial statement. Just giving the credit to this guy. Hopefully he's still shareholder. You guys in touch. Thank you, Bremner.
Yep, he still is. Yep, still in touch. Yep, absolutely. Thanks for those comments. Do we have any questions online, Hayley?
We do. Chair, back to AI. Sanjay Patel would like to know how we're building our internal capability with regards to future opportunities, especially with regards to AI opportunities. Just to add to that, previously we had a question from Stephen Main who wanted to know our current FTE equivalent and how we expect that to change over time.
Okay, I think I might just address the Stephen Main one first because we really addressed that earlier in so much as we're not looking at reducing our numbers because of AI efficiencies, we're more looking at how we can leverage our existing staff and do more in market with what we have and grow that and continue to improve on our internal cost ratio, but do that in a controlled way. The other one was around skilling up of people, I believe. I guess we're really fortunate in so much as we are partners with the vendors that are leading the global markets with this in terms of Microsoft and Cisco.
Palo Alto is another, and otherwise from a security perspective, but from an AI perspective, all of these software vendors have AI within them and even our data center partners such as HPE and Dell, and then our device partners, where the devices that we have here today have a chip that helps with the faster processing of AI in them and software on them. We achieve technical certifications across all our vendors around the AI, around just the technology that they have. Now that that technology embeds AI within those, as our people complete those technical certifications and we have hundreds and hundreds of individual certifications across the business, that's how we achieve the skilling up of our people within our organization.
Because we have some very good people that are already skilled in particular components of our vendor technologies, we are actually able to cross train them into the AI capability as well. You may remember two years ago we mentioned about being on the Microsoft early adopter program with Microsoft around Copilot as well. Our relationships with those vendors sometimes give us early access to the technology, which allows us to skill up our people in advance of the market demand.
Any other online questions?
I have two to go at the moment.
Two?
Yep.
Yep.
This question is from Steven Main who's interested in Data#3's name, particularly in the hashtag that we have in our name and whether there are any other companies that have symbols in their name as opposed to their brand like Nike uses the swoosh. He's interested to know what the history of the hashtag is and whether we've ever talked about making a name change to something more conventional.
That's a very interesting question as to the origins of it. We have in the room Terry Powell and Graham Clark, who are the two founders, and also Mark Esler here. I wasn't involved at the time, but the story is in 1984 when the business merged to form Data#3. 1984 was actually the occasion when IBM released its first personal computer. Their first personal computer had a key, the first time they had a key with the hashtag and the three on the same key. That was an example of innovation, and the hashtag is there as a symbol of innovation. I think it's a very important symbol. Of course, that story is on the website if you'd care to read it. I'd have to say we haven't given any consideration to a name change. We have far more important things to consider.
Thank you. There's one final question from Sanjay Patel. Is there any M&A activity on the horizon?
Well.
There is always M&A activity swirling around. I think Brad would probably say hardly a week goes by when an investment bank doesn't knock on the door saying, have we got a deal for you? There's plenty of M&A activity and opportunities being brought to us. We have a very rigorous process for screening those, and occasionally something comes up to the Board. To date, we haven't found anything of significant and compelling interest. Any other questions? Right. With each item of business of this meeting having been dealt with, I now declare that the polls in respect of each resolution will be closed five minutes after this meeting ends and formally ask MUFG to count the votes following the expiry of that period.
For those that haven't yet voted online, please finalize your votes for each resolution put to the meeting and click on the Submit Vote button at the bottom of your voting card. For those of you here in person, if you need assistance, a representative from our share registry, MUFG, will be here on hand to help. They'll also collect your voting cards at the end of the meeting. If you require assistance to submit your vote online, please call the helpline number displayed at the top of the screen. I now propose to bring today's proceedings to an end. The results of this meeting will be released through the ASX as soon as possible and will also be displayed on our website, including the video recording of the AGM. On behalf of the Board and management, thank you to everyone for attending Data#3's 2025 AGM.
Ladies and gentlemen, I now declare the 2025 AGM closed. Thank you very much.