EML Payments Limited (ASX:EML)
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May 1, 2026, 4:10 PM AEST
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AGM 2021

Nov 17, 2021

Operator

Ladies and gentlemen, thank you for standing by and welcome to the EML Payments Limited annual general meeting. I would now like to hand the conference over to Mr. Peter Martin, Chairman. Please go ahead.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Good morning and welcome to the EML Payments Limited 2021 annual general meeting. My name's Peter Martin. I'm the Non-Executive Chairman of EML. Before I begin, I'd like to recognize the traditional owners of the land on which I speak, the Gadigal people of the Eora Nation, and pay my respects to elders past, present, and emerging. I'd also like to acknowledge the traditional owners of the lands on which you all participate from. Thanks for joining today's meeting. Once again, we'll be completely online due to the COVID-19 pandemic and the related health concerns that have continued into 2021. I do hope that all of you care about keeping safe and well as the challenges of COVID-19 continue to impact us.

We'll assist to further curb the spread of COVID-19 virus and encourage greater participation and engagement among our shareholders. I want to assure you that you will have the same opportunity to participate today as you would at a physical meeting. This includes being able to ask questions through the online platform or teleconference facility and voting using electronic voting card. I'll discuss these processes a little later, but I'd encourage you to download the virtual meeting online guide from EML's website if you haven't already done so. If we do experience any technical issues today, a short recess or an adjournment may be required depending on the issue. If this occurs, I'll advise you accordingly. I'll now move to the formal business of the meeting. This meeting is being convened in accordance with the provisions of the Corporations Act.

It's now after 10 A.M., the nominated time for the meeting, and I've been advised a quorum of shareholders is present. The meeting is validly constituted, and I'm pleased to declare the meeting open. I'd now like to take the opportunity to introduce my fellow directors joining us via audio link. The directors are available to answer any questions that applies to them. David Liddy AM, Deputy Chairman, independent non-exec director, and Chairman of the Remuneration Committee. Tony Adcock, independent non-executive director and Chair of the Audit and Risk Committee. Melanie Wilson, independent non-executive director and Chair of the Investment Committee. Mrs Emma Shand, Non-Executive Director, and Tom Cregan, the Managing Director and Group CEO. Mr Cregan, together with Group General Counsel Paul Wenk, and Company Secretary Sonya Tissera-I saacs, will be joining us via audio link from Melbourne.

We also have Rob Shaw, Group Chief Financial Officer, joining us via audio link from Brisbane. Also joining us via audio link is Andrea Roy, Audit Partner of the company's auditor, Deloitte Touche Tohmatsu, and representatives of the company's share register, Link Market Services Limited, who are providing the virtual meeting platform today. Mr. Wenk will be reading out questions submitted by shareholders using the online platform later in the meeting. Today's meeting will occur in the following order. Firstly, I'll provide you with a brief update on the business over the past year. We'll then hear from our Group CEO, Tom Cregan, who will discuss the 2021 fiscal year and the year ahead in more detail. Thirdly, we have six resolutions for today's meeting.

After the resolutions have been read and votes are being tallied, there'll be an opportunity for shareholders to ask questions of the board or management. This year's holders will be able to ask questions online during the meeting. We've introduced a new functionality to allow holders to dial in and ask questions via voice. To utilize this teleconference facility, holders must use their unique PIN provided to them by Link Market Services. If you don't have a phone PIN and would like to ask a question via the phone, please contact Link on 1-800-990-363 now to get your PIN. When you dial in online, you'll be asked to mute your online sound and listen to the meeting via phone. If you wish to ask a question, you'll need to dial star one on your keypad. That will indicate to the moderator you wish to ask a question.

The teleconference moderator requires your name and will introduce you and prompt you to ask your question by unmuting your line at the relevant time. In order to ensure that all holders have a reasonable opportunity to comment and ask questions, I request that holders do not ask more than two questions at a time. Shareholders who wish to ask a question using the online facility, please click on the Ask Question button, type your question, and press Submit. Voting on the resolutions will be conducted by way of a poll using the electronic voting card you should receive after clicking the Get a Voting Card button. I encourage shareholders who have questions to submit your questions as soon as possible during the meeting, during the online platform or teleconference facility.

We've received a number of questions prior to the meeting, most of which have been addressed during the presentations. If you have any trouble using the online platform or teleconference facility, please refer to the Virtual Meeting Online guide on EML's website or please feel free to contact the helpline shown on the screen. Today, you're gonna hear three things. EML continues to grow very strongly, and our earnings guidance range has not changed. We're making solid progress in our remediation efforts within our Irish subsidiary, PCSIL, and expect the outstanding issues with the Irish regulator, the Central Bank of Ireland, or CBI, to be resolved. Thirdly, our Sentenial acquisition opens up the world of open banking to EML, one of the most exciting opportunities in payments. We're obviously very disappointed with the large drop in our share price related to the CBI matter.

In our view, the present valuation significantly understates the fundamental value and the upside potential of EML. EML has continued to grow rapidly across geographies and business units in 2021. Over 60% of our global revenue now comes from Europe, over 20% from North America, and the balance from Australia. Over 85% of our revenues are recurring, which provides a very strong underlying platform for growth. Our financial results for 2021 have continued to be impressive, with very strong growth of 42% in gross debit volume and 60% in revenues. Excluding PFS regulatory and compliance costs, EBITDA increased 65% from the prior year. Operating cash flow for the fiscal 2021 year was up 121% to a record AUD 48.8 million. In April 2021, we signed an agreement to acquire Sentenial, a European leader in open banking and account-to-account payments.

The acquisition completed on 30th of September this year and will be included in our results from 1st of October this year. Sentenial is a first mover in the high-growth area of open banking in Europe. Sentenial's highly regarded technology and product suite significantly expands our European footprint and can be leveraged across our other geographies over time. In fiscal year 2021, we invested a total of $7 million in two U.S.-based fintechs, Hydrogen and Interchecks, under our accelerator strategy. The business development team is working closely with both companies to integrate our products and services. Both programs are on track. You're aware that we're in communication with the Central Bank of Ireland relating to the PCSIL subsidiary of Prepaid Financial Services which we acquired in fiscal year 2020.

In the first quarter of FY 2022, PCSIL will be 30% of our global revenues, and we expect that to continue. We're executing a comprehensive remediation plan in PCSIL to meet CBI's concerns. The plan's on track to be substantially completed by Christmas, with any residual items in place by March 2022. The team in Ireland has established a positive working relationship with the CBI and will carry increased overheads in terms of personnel and systems in future years to meet or exceed best practice and CBI requirements. Naturally, we'll be looking for other efficiencies to mitigate these costs. We are concerned about the rapid rate of growth of PCSIL. We think that this can be managed, and we've already eliminated some legacy, high volume, and low margin programs under PCSIL, and created significant headroom for growth at potentially better margins.

The CBI issue is a salutary reminder of the heightened regulatory concern regarding digital payments that we and many of our peers are observing, particularly in Europe. The approaches to the management of risks are not from one regulator to another, and we'll be taking this into close consideration as we plan our future growth strategy. In fiscal year 2021, we launched the Change for Good program and converted 20% of our issued plastic cards to sustainable alternatives. This is just the beginning of EML's ESG program to meet our stakeholders' expectations. Over the past year, our management team and staff, led by our CEO, Tom Cregan, have performed admirably under very trying circumstances. I'm delighted to welcome Dave Cunneen to the senior management team as Chief Operating Officer, reporting to Tom. Dave is a dual Irish and Australian citizen and is presently resident in London.

Once again, I thank the members of the Board of EML for their support, dedication, and commitment in a very challenging year. I also welcome Emma Shand to the Board. Emma joins us and brings to the Board extensive international experience, a strategic mindset, and high-level technical knowledge. At EML, we believe that a dedicated commitment to our clients, our staff, and the communities in which we operate will deliver superior results to our shareholders over the medium and long term. EML will continue to grow rapidly in the future. We operate in one of the fastest evolving industries on the planet, and you can expect us to take maximum advantage of the opportunities that this presents now and in the future. I'll now hand over to our Group CEO, Tom Cregan, to take you through the results for fiscal year 2021 and talk more about the year ahead.

Tom Cregan
Group CEO and Managing Director, EML Payments Limited

Good morning, and welcome to the 2021 annual general meeting of EML Payments. My name is Tom Cregan, Group CEO and Managing Director, and it's my pleasure to be speaking with you today. I acknowledge the Boon Wurrung and Wurundjeri peoples, the traditional owners of the land from which I present today, and pay my respects to their elders past, present, and emerging. I'd like to take this opportunity to remind shareholders to register for EML Con 4, which is tomorrow. We had over 1,000 watch the sessions last year, and there is no better way to understand EML, what we do, why we do it, and who we serve than listening to our customers and understanding how we are helping them achieve their business goals and why they partnered with EML.

As shareholders are aware, and as outlined in our FY 2021 full-year results presentation, our strong set of financial results with growth across all metrics was significantly impacted by the one-off challenge associated with the Central Bank of Ireland investigation and their communications on May 13. In the 11 months leading up to that communication, the company had navigated two significant one-off challenges. The first being in managing the impact of COVID on our business, our people, and the communities in which we operate in. The second was Brexit, which necessitated the movement of our European programs from the U.K. to Ireland.

The Brexit process was challenging given the significant uncertainties inherent in the Brexit deal that existed until late in 2020, which required our team to be highly agile and efficient in order to minimize any negative impact to our customers and their cardholders and ultimately to our shareholders. I would like to think that we have demonstrated to shareholders that the company can continue to grow for the next 10 years as it has for the last 10 in the massive global payments industry. When you look at slide 11 and see forecasted open banking center year, we have a thematic which supports long-term growth driven by constant innovation.

Looking at our financial results on slide 12 and 13, excluding provisions made for the CBI event, EML had a strong year with GDV 0.7 billion, revenue up 60% to AUD 194.2 million, underlying NPATA up 54% to AUD 32.4 million, and operating cash to AUD 48.8 million. We also signed 121 contracts for new programs, and we implemented 144 programs, with 95 of those being GPR programs. From a development perspective, we ended the financial year with 313 deals in our pipeline, which we believe of approximately AUD 10.5 billion. Now, historical win rate for new business is approximately 40%. It isn't to suggest that we will win every deal. In other words, if our pipeline includes as the new programs mature and scale, which at our average historical GPR yield.

Obviously it has been affected by the CBI issue where we took an AUD 11.2 million remediation and a provision for potential fines, reducing EBITDA to AUD 42.5 million. It's worth noting that the AUD 42.2 million is still up AUD 10 million or 30% FY 2022, which are as follows: GDV, excluding Sentenial, which doubled 8% compared to the prior comparative period. Revenue of AUD 52.4 million, up from the AUD 34.4 million, up 20% on the prior comparative period. Underlying EBITDA period. Overheads were AUD 23.2 million, up 24% on the prior comparative period. Revenue growth was excellent despite our temporary inability to launch new programs mature and GDV expands.

The earnings contribution from our increased revenue and growth in overheads include employee costs and the cost of new resources in Europe, via D&O policy costs, higher internal and external audit costs. In the GPR segment increased GDV by 19% over the prior comparative period powering our largest government stimulus program at 1.4 million cards and GBP 140 million in GDV. Increases in GDV in our Salary Packaging, payroll, and gaming segments. As we head into the peak holiday season, where we have historically seen incremental GDV of 400. Based on what we've seen in October, we're seeing GDV recover to FY 2020 levels. GDV in the digital payment segment increased 8% versus the prior comparative period.

Of course, we closed the Sentenial acquisition on October 1st, having received change approval in the U.K. and the ACPR in France. Moving on to slide 16, we provided guidance in August, earlier than in previous years, due to the financial impact the CBI matter was projected to have in 2022, and the market expectations at that time. That original guidance was GDV of AUD 93 billion-AUD 100 billion, revenue of AUD 220 million-AUD 255 million, EBITDA of AUD 58 million-AUD 65 million, NPATA of AUD 18 million-AUD 34 million, and operating cash flow conversion rates of 80%-90%, which was 87%. The assumptions fitting our guidance were that gift card volumes in our malls would improve back to pre-COVID levels. FX rates would be neutral. Provisions for remediation. An increase in our compliance costs in our European business of AUD 3.5 million.

Increased costs, which rose by more than AUD 1 million year-on-year. Audit fees and headcount. Neutral interest in the consolidation of Sentenial from October 1st. Projected EBITDA between 0 and AUD -3 million. As you'll see, we have tightened the revenue. Kept our underlying EBITDA guidance between AUD 58 million-AUD 65 million in place. All sales volumes in Q4. Given AUD 19 billion of incremental gross profit contribution is derived. Within that, it's the peak 2 weeks leading up to Christmas, which are critical. In FY 2020, sales. Lockdowns across North America and Europe in December. That impact was offset by higher. Possible that lockdowns or restrictions could be imposed in certain countries. Our assumption is that this GDV trends, where we are comfortably ahead of the same time last year, will continue, but we bracket it.

We expect to see increased overheads in the second half with the annualization of salaries from new hires, particularly in Europe, but we have opportunities for upside that we think will offset that. Performance fees on European GPR programs. Expired e-money in the U.K. Circa AUD 27 million of funds in August 2021 will unwind over the coming years of both revenue and EBITDA. Savings on third-party processing costs. Basis for maintaining our FY 2022 underlying EBITDA is sound. We have excluded the new business launches in Europe because of the uncertainties that surround that. If that was to be resolved. Moving on to slide 18 in our regulatory update. EML has been working constructively with the CBI in relation to concerns it raised in May about our subsidiary, PCSIL.

Our advisors in Ireland understand dealing with the CBI, which regards e-money institutions as inherently high risk and expects these institutions to have very strong AML and CTF frameworks in place to mitigate this risk. As outlined in August and reiterated today, the Central Bank of Ireland no deficiencies with respect to safeguarding, capital adequacy or solvency measures, control frameworks. It is the position of the central bank that unless control frameworks are to their expectations. PCSIL has completed 45% of the level one tasks in the remediation and is well advanced on remaining items. It has provided three detailed updates to the central bank. As advised to shareholders on October 7th, the company received a second minded-to letter. Responded to the CBI in writing on the 28th of October. As yet, it does not have a formal response.

I'll continue to engage with the CBI, and we'll update investors when we have sufficient certainty with regard to next steps. Our focus to implement the remediation plan as quickly as possible is unchanged. On the business development front, in Q1 FY 2022, we signed 23 contracts and launched 64 programs with 114 programs in implementation across our operating regions. Of those, 136 are delayed by the CBI issue. It's important to note that a single contract can result in multiple program launches that generate GDV and revenue growth. For example, our contract with the Home Office launched with the Aspen program in May, and a second program related to that program launched in the first quarter of this financial year. The programs we support for local market authorities in the United Kingdom might launch or extended.

During COVID-19, we've seen new programs launch supporting funding for mental health, domestic violence, and targeted welfare payments. The drivers of GDV growth and therefore revenue growth are multifaceted. It's the organic growth that we see in programs that are in market, which scale over time, new programs launched with existing customers, and the contribution from new customers. If you look at our projected year three to four GDV. That's where our confidence comes from in forecasting future GDV growth. Slide 20 takes us into why we believe open banking will be a significant opportunity for EML and leads into. Slide 21 is critical to understand because there are two components to open banking. To send real-time customer data.

When you think of real-time payments, you look at slide 22, which is account-to-account direct from their bank account instead of via credit card. Slide 23. Direct payments instead of the pain of setting up a direct debit payment, and then the difficulty in canceling this payment down the track. When you think of data, you look at slide 25 and think about information when you are paid, how much you are paid, other indebtedness you have, and so on, before they can decide how much to lend. You marry that up with our GPR capabilities, and you have an exciting customer value proposition. For example, our customers in the buy now, pay later space, we can support, and we do support in-store and online payment solutions today. But buy now, pay later providers could use our open banking functionality for...

They can use open banking to identify upfront if the customer is a legitimate customer, and they can factor that into their own unit economics. A lender using open banking data to determine how, and having us provision that loan instantly through a digital wallet on their phone. That's the power. Success won't come from osmosis. It will come from the work of our teams building this out. The work of combining the Sentenial platform with our Trace platform has commenced, giving us one new digital payments platform supporting prepaid and open banking in Europe. Give us one global prepaid and open banking platform, which was the ultimate vision of Project Accelerator, providing customers with a feature-rich, fully embedded payment solution via.

On slides 29, 30, and 31, we showcase three of our prepaid contracts that we signed with Banco Sabadell, a Spanish bank that we have contracted with to provide a prepaid digital wallet solution called Doma. Established in 1881, it is one of the largest banks in Spain, operating in 20 countries, including the initial business in Australia, providing payment services in schools. We'll be launching a physical card and children better manage their money. BetMakers will be familiar to many of you and is an established gaming business that is using our technology to launch a payout card in Australia. We're exploring payment opportunities in the North American gaming market. Finally, on slide 32, one of our FINLAB's investments.

The second is Hydrogen, our second FinLab's investment, which went live, gone through our issuing bank approval process, and we expect many more programs to go live in the coming months, many of which are early-stage fintech businesses. We have completed an integration with AptPay, a Canadian-based payment business that has incorporated our card payment technology. That market launch occurred recently at Money 20/20, supporting card and non-card payments in Canada. We're always both excited and grateful that these companies are trusting us to be their payments technology, providing further updates in due course. Thank you for your attendance today. With that, I'm happy to hand you questions online or via the teleconference facility.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Thanks, Tom. We now move to the formal part of today's proceedings, and after this, we'll address any questions for the Group CEO or the Group Chief Financial Officer. The order of taking questions will be as follows. Unless there are any objections, I'll take the notice of meeting as read. We have seven items on the agenda today for shareholders to consider. Six of these are in the form of resolutions. The resolutions will be displayed on the screen. EML share registry provider Link Market Services will conduct the voting by way of poll. Votes will be counted after the end of the meeting and results published on the ASX, and shareholders can cast their vote using the electronic voting card received upon registration. To validate registration, you'll be asked to enter your...

That is your SRN, and you'll also need to enter your postcode if you're in Australia or country if you're outside Australia. You can finalize and submit your vote up to five minutes after the end of the meeting. See the number of proxy and direct votes on each of the resolutions, the votes already cast resolution. On my screen, I don't have the actual valid number. I'll have to put this on pause and get the actual numbers for you.

Sonya Tissera-Isaacs
Company Secretary, EML Payments Limited

It's been received representing 188,200,000 shares, which equates to 50.4% of voting shares. Shareholder approximately 166,213,326 voting either for or against or with discretion for all resolutions.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Thank you very much. Perhaps I can repeat that, appointed to me or the Chair of today's meeting as proxy for 166,213,326 shares and valid proxies received for 188,215,805 shares. As Chair is to vote all discretionary or undirected proxies held by me in favor of the resolutions. As I said earlier, shareholders can submit written questions during the meeting by clicking on the Ask a Question button or via the teleconference facility to ensure they're answered as soon as you can. Any general questions submitted online will be addressed after the particular resolutions. Questions will be answered when we read the relevant resolution.

If we receive a number of similar questions on a single topic, we will cover these as one. If we weren't able to get through all the questions today, or if there are specific questions better addressed on an individual basis for consideration of the directors, the Directors' Report, the Remuneration Report, and the auditor's comments on the accounts and on the business operations and management of the company, Audit Partner, Andrea Roy of Deloitte Touche Tohmatsu, questions relevant to the conduct of the audit, the Independent Audit Report, the accounting policies adopted by the company in relation to the preparation of the accounts, and the independence of the auditor in relation to the conduct of the audit. I now invite shareholders to submit any questions regarding the financials, and I'll put any questions we received. This is on the financial statements.

Paul Wenk
Group General Counsel, EML Payments Limited

No questions, Mr. Chairman.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Operator, are there any questions on the financial statements via the teleconference facility?

Operator

Questions on the teleconference facility, sir.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions at today's meeting. Resolution 2 put to the meeting that shareholders consider, and if in favor, to pass the following advisory resolution, which ended 30 June 2021, be adopted. This resolution is displayed on the screen. Again, I'd like to invite shareholders. Then check whether any questions were received.

Paul Wenk
Group General Counsel, EML Payments Limited

Mr. Chairman, an update was provided in the course of your main address and also the CEO's presentation.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Thanks, Paul. Operator, are there any questions on the Remuneration Report?

Operator

No questions on the teleconference, sir.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions, I now propose to the vote. Please cast your vote, and I'll pause for a few seconds, and we'll then move on to the directors. We'll now move on to the next resolution. Resolution 3A, re-election of non-executive director, Mr. David Liddy. Shareholders consider, and if in favor, to pass the following resolution as an ordinary resolution. That Mr. David Liddy, who retires by rotation in accordance with rule 3.6C of the company's constitution and Listing Rule 14.5. The board recommends Mr. Liddy to you. His reelection. Mr. Liddy will not vote on this matter. On the screen. Again, I'd like to invite shareholders to submit any questions in relation to this resolution, and we'll pause for roughly 10 seconds concerning Resolution 3A.

Paul Wenk
Group General Counsel, EML Payments Limited

No questions, Mr. Chairman.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Operator, are there any questions on Resolution 3A via the teleconference facility?

Operator

No, Chair. There are no questions.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions, I now propose Resolution 3A, as set out in the notice of meeting, and put the motion to a vote. Please cast your vote, and I'll pause for a few seconds, and we'll then move along to the next resolution. The Chair will now retire in accordance with rule 3.3 of the company's constitution and Listing Rule 14.5 for the election. Proxy and direct votes received in respect of this resolution are displayed in 10 seconds. On Resolution 3B via the teleconference facility.

Operator

No, Chair. No questions on the audio.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions, I now propose Resolution 3C, as set out in the notice of meeting, and put the motion to vote. Please cast your vote, and I'll pause for a few seconds, and we'll then move on to the next resolution. I'll now move on to the next resolution. Resolution 4, grant of short-term incentive options to Chief Executive Officer and Managing Director, Mr. Tom Cregan. Resolution 4 deals with the approval to grant short-term incentive options to Group CEO, Mr. Tom Cregan. I put to the meeting that shareholders consider, and if in favor, to pass the following resolution as an ordinary resolution.

That approval is given for the company to grant to the company's Managing Director and Group Chief Executive Officer, Mr. Tom Cregan, 92,202 options under the EML Employee Equity Incentive Plan, which is a legacy plan, on the terms set out in the explanatory notes to this notice of meeting. Proxy and direct votes received in respect to this resolution are displayed on the screen. Again, I'd like to invite shareholders to submit any questions in relation to this resolution, and we'll pause for roughly 10 seconds. Paul, are there any questions concerning Resolution 4?

Paul Wenk
Group General Counsel, EML Payments Limited

No questions, Mr. Chairman.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Operator, are there any questions concerning Resolution 4 via the teleconference facility?

Operator

No, Chair. No questions.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions, I now propose Resolution 4 as set out in the notice of meeting and put the motion to vote. Please cast your vote, and I'll pause for a few seconds, and we will then move on to the next resolution. Resolution 5, approval of the EML Payments Limited rights plan. I put to the meeting that shareholders consider, and if in favor, to pass the following resolution as an ordinary resolution.

That approval is given for the purposes of Listing Rule 7.2, Exception 13, and for all other purposes for the EML Payments Limited rights plan and any grant of rights issued under the plan. Proxy and direct votes received in respect to this resolution are displayed on the screen. Again, I would like to invite shareholders to submit any questions in relation to this resolution, and we'll roughly pause for 10 seconds. Paul, are there any questions concerning Resolution 5?

Paul Wenk
Group General Counsel, EML Payments Limited

No questions, Mr. Chairman.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Operator, are there any questions concerning Resolution 5 via the teleconference facility?

Operator

No questions via teleconference facility, Chair.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there are no questions, I now propose Resolution 5 as set out in the notice of meeting and put the motion to vote. Please cast your votes, and I'll pause for a few seconds, and we'll then move on to the next resolution. I'll now move on to the next resolution. Resolution 6, approval of the grant of long-term incentive options to Chief Executive Officer and Managing Director, Mr. Tom Cregan. Resolution 6 deals with the approval to grant long-term incentive options to Group CEO, Mr. Tom Cregan.

I put to the meeting that shareholders consider, and if in favor, to pass the following resolution as an ordinary resolution. That approval is given for the company to grant to the company's Managing Director and Group Chief Executive Officer, Mr. Tom Cregan, up to 254,569 performance rights under the EML Payments Limited rights plan on the terms set out in the explanatory memorandum to this notice of meeting. Proxy and direct votes received in respect of this resolution are displayed on the screen. Again, I'd like to invite shareholders to submit any questions in relation to this resolution, and we'll roughly pause for 10 seconds. Paul, are there any questions concerning Resolution 6?

Paul Wenk
Group General Counsel, EML Payments Limited

Mr. Chairman, there's one question concerning Resolution number six. The question comes from shareholder, Mr. Malcolm Abercrombie. I'll read the question. "Why are the shareholders, owners of EML, not receiving additional shares to compensate our loyalty for the woeful share price that staff are?" That's the end of the question.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Well, perhaps I can address that question. Clearly the share price hasn't been good. However, when we incentivize our management team, we look at their longer-term performance and reward them accordingly. Shareholders are shareholders, and we're not in the position to award extra shares to our shareholders. We are in the position to make sure that we incentivize our management team accordingly. We do look very carefully at obviously the performance metrics and the way that the team has performed. To be frank, we believe that the management team has performed an excellent job under very difficult circumstances over the last two or three years. We will continue to award appropriate shares subject to the team meeting the required performance metrics.

Paul Wenk
Group General Counsel, EML Payments Limited

There are no further questions, Mr. Chairman.

Peter Martin
Non-Executive Chairman, EML Payments Limited

If there's no further questions, I now propose Resolution 6 as set out in the notice of meeting and put the meeting to a vote. Please cast your vote, and I'll pause for a few seconds, and we'll then move on to the next resolution.

Paul Wenk
Group General Counsel, EML Payments Limited

Mr. Chairman, just before the shareholders cast their vote, could you please check whether there are any questions on the audio line?

Peter Martin
Non-Executive Chairman, EML Payments Limited

Yes. Are there any questions on the audio line, operator?

Operator

There are no questions on the audio line, Chair.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Okay, thank you. I'll now move on to the next resolution. I think that brings to the end the reading of resolutions and any questions on them. I remind you that voting is open for a further five minutes after the close of the meeting. I'd now like to invite shareholders to ask any general questions of the board. While questions received during the meeting are being collated, we'll address some questions asked prior to the meeting. Paul, what is the first question?

Paul Wenk
Group General Counsel, EML Payments Limited

Mr. Chairman, there is one statement and no questions. The statement comes from shareholder Mr. Malcolm Abercrombie. I'll read the statement. There has been no ASX update on the investigation into the conduct surrounding EML Payments Limited. Maurice Blackburn has decided not to proceed further with our investigation for those who purchased EML Payments shares between 11 November 2019 and 18th May 2021. That's the end of the statement. I'll check for any questions that have been received while I was reading that. There's one question, Mr. Chairman, that's come in. It's from shareholder Mr. Peter Cameron. I'll read the statement. Sorry, it's a question. In regard to the CBI issues, is there any opportunity to claim on warranties that may have been provided from the business that was acquired?

That's the end of the question.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Paul, I think that's an appropriate question that possibly you could answer as our General Counsel.

Paul Wenk
Group General Counsel, EML Payments Limited

Absolutely. As shareholders will be aware from the releases made at the time that we acquired the PFS business and following our announcement on the 19th of May this year in relation to the CBI matter, the share purchase agreement in relation to the acquisition contains customary warranties and indemnities. The potential for any claim against the sellers in that regard is something that EML is looking at closely. For reasons of confidentiality as regards our obligations and professional privilege, I'm not at liberty to say more than that, other than that's certainly something that EML is looking at closely.

Peter Martin
Non-Executive Chairman, EML Payments Limited

Thanks, Paul. Operator, can you confirm if you've received any questions via the teleconference facility?

Operator

No questions received via the teleconference facility, sir.

Peter Martin
Non-Executive Chairman, EML Payments Limited

There being no further questions, I would like to thank those who've submitted or asked a question, but also encourage shareholders to direct any questions or suggestions to the executive team at any time. I know they're more than happy to assist shareholders in understanding more about EML. That brings us to the end of the annual general meeting for 2021. In a moment, I'll formally close the meeting. If you're intending to vote on the formal business of the meeting, you should now finalize and submit your votes, as voting will close in approximately five minutes' time. As I mentioned earlier, the results of this meeting will be released on the ASX once the votes have been counted after the meeting.

I'd like to take this opportunity to thank EML's committed and loyal stakeholders, including the board of directors, our staff, our clients, our investors, and the communities in which we operate around the world for their continued support. I'd also like to thank the team who's put so much effort into preparing today's meeting. On behalf of the board, I'd also like to thank everyone for their online attendance and participation at today's virtual meeting. I now declare the 2021 annual general meeting closed. Thank you.

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