Enero Group Limited (ASX:EGG)
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Apr 28, 2026, 3:42 PM AEST
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AGM 2024

Oct 16, 2024

Speaker 1

Good morning, everyone. I'm your Chair, Ann Sherry, and I'd like to welcome you all to the 2024 annual general meeting of Enero Group. Before we start, I'd like to acknowledge the traditional owners of the land on which we meet today, the Gadigal people of the Eora Nation, and recognize their continuing connection to land, waters, and culture. We pay our respects to their elders, past, present, and emerging. I've been advised that we have the necessary quorum of shareholders present, and I'm pleased to declare the meeting open. Today's AGM is a hybrid meeting. Here with me today at 100 Harris Street or on the online meeting platform are my fellow directors. CEO Brent Scrimshaw, Non-Executive Director Anouk Darling, Non-Executive Director David Brain, Non-Executive Director Ian Rowden, and Non-Executive Director Louise Higgins.

Together with the Chief Financial Officer, Carla Webb-Sear, and Company Secretary, Cathy Hoyle, and representatives from our share registry, Automic Group, will be assisting with the conduct of the meeting. Our external auditors for 2024, EY, are present and are available to answer any shareholder questions on the audit of the Enero Group's 2024 financial statements. For those not in attendance here in Pyrmont, today's meeting is also being held online via the Automic Zoom platform. Shareholders can listen to the meeting in real time, submit questions, and may also cast votes by accessing the separate online voting portal. Thank you to those shareholders who submitted questions prior to the meeting. We will address those questions in our prepared speeches. Shareholders in attendance will be able to ask questions during the course of the meeting.

Shareholders online may also submit a question via the chat function at the bottom of the Zoom screen. Please include which resolution the question relates to so that it can be addressed at the appropriate time. Questions that relate to the general business of the company will be collected and addressed after the close of the formal business of the meeting. Online questions will be read aloud to me by the Company Secretary. The notice of the AGM was distributed to all registered members on the sixteenth of September 2024 and is to be taken as read. Voting on all resolutions will be conducted by poll, and for the purposes of the poll, I appoint Matthew Hunter of Automic Group, the company share registry, who has examined and prepared summaries of the proxy forms received, to act as Returning Officer and to conduct the poll.

Each shareholder in attendance here in Pyrmont who is registered and entitled to vote will have received a yellow voting card. I will ask you to raise the yellow voting card to assist the counting of votes. If you're in attendance online via the Automic Zoom platform, you will see instructions on screen for how to register and vote using the online voting portal, which you must do separately to the Zoom meeting. Shareholders in attendance via Zoom that have already submitted a vote by proxy should note that your votes will already be counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction.

Shareholders in attendance via Zoom who have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions provided in the notice of meeting. Please note that the online voting portal is now open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. The agenda for the meeting today will be as follows. I'll provide a short welcome address. This will be followed by a business review and trading update from our CEO, Brent Scrimshaw. We'll proceed to the formal matters to be considered at today's AGM. There will then be an opportunity for questions and discussion. Now I'd like to share a few remarks on Enero's strategy.

As I reflect on our significant progress in portfolio transformation over the past few years, I'm optimistic about the Group's strategic focus, the deep expertise and competitive positioning within industries of long-term market growth and client marketing investment. We've redefined the Group from a portfolio of ad hoc legacy businesses in traditional marketing services with little synergy into a simplified and relevant suite of specialist brands with deep and modern capabilities that now drive synergy across the Group. We've managed this while making a number of necessary but difficult business decisions in FY 2024 that has reduced our cost base. It's critical we maintain and extend our competitive advantage. Pleasingly, we are well-positioned with modern and relevant capability to continue to change the shape of our work, and most importantly, increase the size of our client partnerships.

In full year 2024, we now have 34 clients, with revenue exceeding more than AUD 1 million, up from 27 in full year 2023. We are leaner and more unified than ever in our key battlegrounds, with award-winning client-facing brands enabled and empowered to win. We continue to believe that each of the remaining Enero agency brands in our portfolio represent an innovative and creative long-term strategic partner for any forward-thinking marketer embracing a modern world of change. Enero is now globally positioned as a united group of free thinkers, delivering impactful results for our clients around the world in a rapidly changing market. The board continues to believe that Enero remains undervalued relative to its financial performance and its future potential. I want to highlight the strong foundations that position us well to deliver on future ambition.

Our Australian agency businesses, BMF and Orchard, are extremely well-positioned in our core growth verticals of healthcare and consumer, and have performed strongly in FY 2024. Our international tech agency, the Hotwire Group, remains fully focused on the technology industry globally and is set to capitalize on the return of a more robust technology market. We continue to balance cost discipline and organic investment in innovation to best serve client needs. We've worked hard to reduce a complex portfolio over the past few years, and the aim of the board's strategic review of our controlling share of OBMedia is to maximize ongoing shareholder value for both the short and long term. While it's taken longer than we would have liked, we're now significantly progressed in the due diligence process, and the sale remains on track to conclude in Q2 FY 2025.

This potential sale is the final stage of our portfolio transformation that will enable a focus on a unified global agency business into the future. We continue to deliver strong returns to shareholders through dividend yield and continue a focus on cash conversion. Finally, as announced in September, I'll be stepping down from the board of Enero at the end of today's meeting. Ian Rowden, who's currently an independent non-executive director and has been for the last six years, will be succeeding me as Chair. I want to take this final opportunity to express my thanks to the board, to the executive leadership team, and to the employees of Enero for their support during my time. I've been continually inspired by the passion and energy of every employee, and their unwavering commitment has been key to our success.

Additionally, I want to acknowledge that this is also a time of significant change that will facilitate the next phase of opportunity, as both Brent and Carla have also decided to pursue new opportunities outside the group. They've both made significant contributions during their time, and I wish them both all the best in their next roles. Lastly, and most importantly, to our loyal shareholders, thank you for your continued support, your feedback and belief in our long-term vision and strategy for the group. I'll now hand over to Brent, who'll provide a review of FY 2024 results and Enero's strategy. Thank you.

Speaker 2

Thanks, Ann, good morning, everyone. I'm pleased to provide both a business and strategy update to all shareholders at today's AGM as we look back on a year of mixed fortunes. Enero businesses continued to deliver exceptional and award-winning work for our clients, whilst at the same time navigating the ongoing challenges of macroeconomic uncertainty, and in particular, the technology sector. As a business with more than 60% of our revenue outside of Australia, we recognize that FY 2024 was both a dynamic and at times a cautious trading environment for some of our clients, with impacts felt across the entire marketing services industry globally. Our Australian-based agencies again performed strongly during the year, buoyed by a number of new client wins for both Orchard and BMF, which contributed to double-digit revenue growth, with EBITDA improvement from high teens to low twenties when compared with FY 2023.

Our internationally based businesses, Hotwire and OBMedia, continued to be impacted by ongoing headwinds in the international technology sector and the global ad tech market. As a result, net revenue was AUD 189.7 million. EBITDA was AUD 37.4 million, and net profit was AUD 10.3 million. The group delivered AUD 21.7 million in free cash flow, reflecting continued strong cash conversion at 88% of EBITDA. This strong cash flow allowed us to enhance our and continue our share buyback throughout the year and repay the majority of our loan balance. Enero also retains robust financial flexibility for the future through a strong net cash position of AUD 38.2 million at 30 June 2024. The board declared total dividends for FY 2024 of AUD 0.05 per share, fully franked.

This reflects Enero's financial performance for the year and its strong balance sheet and equates to a 44% dividend payout ratio. We continue to present our financial results on an economic interest basis, reflecting our 51% ownership in OBMedia. As we look to the group's strategy in FY 2025 and beyond and the completion of our portfolio refinement, the team's excited about the opportunities that a simplified agency practice represents. It's easy to understand for investors, efficient to operate for our leaders, and most importantly, it's effective for our clients. If we double-click into that strategy, in FY 2025, each business in the portfolio now has a clear reason for being alongside a clear mandate for growth. The Hotwire Group is focused on the integration of its reputation, relationship, and revenue services.

Hotwire is leaner, more relevant than ever, and well-positioned for a global technology rebound. 55% of Hotwire revenue is from clients who have relationships with more than one Hotwire Group brand or country. As Australia's leading healthcare practice, Orchard continues to extend its leadership positioning while capitalizing on the strong organic growth of its U.S.-based business. Orchard has also done a great job in 2024 expanding its offshore talent hub while maintaining local expertise to maximize commercial returns. We'll continue to enhance BMF, who was just last week named once again as Australia's most effective agency, sweeping the pool at the FY 2024 Effie Awards, which represent the highest standard of any marketing effectiveness awards program in the world. BMF scored both the highest number of finalists and winners, including the Grand Effie, with clients such as ALDI Supermarkets and Tourism Tasmania.

BMF moves into FY 2025 from a record FY 2024 with client wins such as Endeavour Group and Stan. BMF's market-leading position is pleasingly matched by its robust new business pipeline, which includes pitching for a number of large-scaled and highly visible Australian brands. Our Australian agencies now drive 60% of revenue from clients who have relationships with both BMF and Orchard. I'd like to conclude today's presentation by thanking Enero's talented global teams. We continue to believe in the power of independent thinking within a structured framework. Our unique approach simply liberates ideas, allowing them to flourish and drive growth for our clients. We're united by free thinking to stay a step ahead in a rapidly evolving marketplace.

Speaker 4

Legendary. Whoa. Whoa. Whoa. Yeah. Ready on my grind, ain't got no time for playing games. Money on my mind, I'm kicking ass and taking names. Yeah. The heat is on, get out the kitchen if you can't handle the flames. I'm hustling, I was born to win, ain't never gonna change. Yeah. Let me tell you now. I don't know how. The whole world gonna know my name. Just wait and see. They gonna talk about me. Things ain't never gonna be the same. Are you ready? Are you ready? Let me introduce you. Get ready 'cause I'm coming through. Are you ready? Are you ready? You're gonna be legendary. Are you ready? Are you ready? You're gonna be legendary. We love you.

Speaker 2

That concludes this morning's business review, and I'd now like to turn to our Q1 trading update. There's been strong momentum in the new business pipeline in Australia, with new large clients, including Endeavour Group, as mentioned this morning, Dan Murphy's and BWS, building on the success of recent client wins. This has resulted in increased pitch costs during the quarter. Positively, these pitch costs have been more than offset by ongoing cost reductions in the Technology, Healthcare and Consumer Practice, leading to an improvement in margin in Q1 FY 2025 of 16% compared to H2 FY 2024 of 14%. Overall, Q1 FY 2025 revenue has continued to be impacted by the challenging international technology marketplace. THC practice revenue declined by 6% year-on-year, while OBMedia revenue declined by 24% year-on-year.

OBMedia EBITDA margins in Q1 FY 2025 were 44% versus 46% in H2 FY 2024. The OBMedia sale remains on track to conclude in Q2 FY 2025. Enero remains committed to proactively reducing its corporate cost base regardless of an OBMedia sale. That concludes my presentation this morning, and I'll hand back to Ann now for the formal matters to be considered.

Speaker 1

Thank you. Great sizzle reel, by the way. I'll now turn to the formal business of the meeting. More than 45,709,699 proxies were received by the company for this meeting. That's approximately 50% of the total shares on issue. We'll be displaying the text of each resolution on the screen, and I will repeat the resolution. We will also display the proxy votes for each resolution. The first item of business is the financial statements and reports, which are for consideration. It's not a resolution. The annual report contains the financial accounts for the group, the reports of the directors and the independent auditors, and other information about the business performance of our company. I will take the financial reports as read. I'm now happy to take questions on this item of business. Are there any questions?

Speaker 3

Yeah, there are no questions.

Speaker 1

Thank you. We shall move to resolution one. Resolution one is the adoption of the company's remuneration report, which is set out in the annual report. The non-binding resolution is on the screen. The way in which proxy votes have been cast is now shown on the screen. As indicated in the notice of meeting, I intend to vote validly marked undirected proxies in favor of resolution one. I'm now happy to take any questions on this item of business. Chair, there are no questions. Thank you. Shareholders, please now vote on this resolution if you have not already done so. To resolution two. Resolution two is a re-election of David Brain as a director. The ordinary resolution is now on the screen, the details of David's stellar career in the marketing services industry is in your notice of meeting.

The way in which proxy votes have been cast is now shown on the screen, and as indicated in the notice of meeting, as chair for this resolution, I intend to vote validly marked undirected proxies in favor of resolution two. I will now take any questions on this item of business. Chair, there are no questions. Thank you. Congratulations. To resolution three. Resolution three is the re-election of Louise Higgins as a director. The ordinary resolution is now on the screen, and again, Louise's history and great career credentials are in your notice of meeting. The way in which proxy votes have been cast is now shown on the screen, and as indicated in the notice of meeting, I intend to vote validly marked undirected proxies in favor of resolution three. Are there any questions on this item of business?

Chair, there are no questions. Thank you. Congratulations, Louise. Resolution 4. Resolution 4 is the approval of the Enero Group Limited rights plan. The ordinary resolution is now on the screen, and there have been significant explanatory notes on the reason and the descriptors of this plan in your notice of meeting. The way in which proxy votes have been cast is now shown on the screen. As indicated in the notice of meeting, I intend to vote validly marked undirected proxies in favor of resolution 4. I will now take any questions on this item of business received from shareholders through the online platform or in the room here. Chair, there are no questions. Thank you. Shareholders, please now vote on this resolution if you have not already done so, and the same for the re-election of our 2 directors.

Resolution 5, which was the allocation of share appreciation rights to a director, was withdrawn prior to the meeting. Shareholders, that concludes the items of business for approval. Voting will remain open for 5 minutes after the close of the meeting, and then our share registry will conduct a poll count for each resolution. Results of the meeting will be lodged with the ASX as soon as they are available. Are there any questions from shareholders on any other matter? There are no questions. Can I just say thank you to all of my directors, to the executive team, and to all who've supported the business in the past 12 months and the past 5 years while I've been Chair. It's a bittersweet moment, but I just want to acknowledge my thank you.

As we've answered all of the questions that have been asked, which have been only the ones that we've incorporated into our speech, on behalf of the board, thank you for your continued support of the Group, thank you for your attendance, and I declare the meeting closed. Thank you.

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