Energy One Limited (ASX:EOL)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2023

Nov 15, 2023

Andrew Bonwick
Chairman, Energy One

Thank you, Mr. Ellis, for coming first, and a welcome those who are joining via the screen. If you're joining via the screen, could you please mute your microphone until you've asked your last question? That will improve the quality of the recording. Joining myself, Andrew Bonwick, as Chairman of the company in the Sydney office, our non-executive directors, Ian Ferrier and Leanne Graham. The Group Chief Executive, Shaun Ankers, and the Group CFO, Guy Steel, and our Assistant Company Secretary, Anastasia, as well. We confirm that the notice of meeting was duly given, and the meeting has been properly convened. Please note that shareholders, proxy holders, or shareholder company representatives may vote. I note that there is a quorum present, yep, either by proxy or online, and I declare the meeting open.

I'll now give the Chairman’s address. It is with pleasure that I am able to report that the Energy One Group has achieved its 10th consecutive profitability and continuing growth of organic revenues. In FY 2023, the Energy One Group continues to demonstrate the benefits of the strategy of organic growth and synergistic acquisitions made in previous years. Revenue is up 39%, annual recurring revenue is up 19% and a bit. Underlying earnings, EBITDA, were in line with expectations at AUD 12 million. This performance is a strong affirmation of the strategy pursued by the company and delivered by its management to improve the quantum and proportion of recurring revenues earned by the company. This year was marked by the return of customers after the interruptions to economic activity during the COVID period, and the following period of business conservatism.

The globalization project, with a forecast program expenditure of AUD 1.5 million-AUD 2 million in each of FY 2023 and 2024, actually AUD 1.6 million, with 0.3 capitalized in this year, is helping to design new business processes that improve business resilience and improve leverage, allowing assets to be managed with improved compliance and with process automation. This program has been very well received by current and future customers, and the ISO stream of work is strategically very important to large international customers. We have discussed the broadening of our expertise from software to software and services, both critical to wholesale energy companies.

The service offering is critical to the new entrepreneurial participants, retailers or customers with wholesale market obligations, transmission or generation asset owners focusing on efficient and robust market interfaces, gas and electricity storage operators looking to sophisticated trading capability, and asset-rich generation companies seeking efficiency or flexibility. As we move to a global enterprise quality services capability, the company's existing automation product, and our automated trading tools in this region and in Europe, will provide scale and scope efficiencies not available to smaller regional competitors. The expansion of our potential customer base and the synthesis between software services and process automation, mean the addressable market for our services has increased enormously. Feedback from the private equity firms in discussions over the last six months, as independent parties with a wide experience in growing businesses, were consistently of the view that our strategic direction was correct. The cyberattack.

The criminal attack on our company was very disappointing. The attack was disruptive to the business, and while customer operations were not affected, it's been very stressful for our employees. I apologize to the employees affected, and thank a wide cross-section of our staff who worked with CyberCX to close out the criminals and restore our situation. The NBIO process. As announced, the company's experienced inbound interest in a variety of corporate transactions over recent years. About a year ago, the board formed a view, following advice from advisors, that we should conduct a successful sale, we could conduct a successful sale at or about AUD 6 per share. Therefore, we embarked on a sale process.

The process, which was all-consuming for a small group of our executives and the board, was undertaken while the company was embarked on our indicative expansion of our global offering for our SaaS business in the northern and southern hemispheres. The result of that sale process was disappointing, with an offer emerging of AUD 5.15, rejected by the board last month. Looking forward. The distraction of management time from running the business to dealing with due diligence, et cetera, was very costly in the sale process, and the outcome was further impacted by the hacking, which took place during August, due to the need to protect our customer and employee data and manage the company's response. Now, with certain changes to management, we have resumed normal business.

The distraction of the sale process and the setback will have adverse consequences for this year's result compared to our initial budget. But the board has confidence in its core management and market position. We will resume the previous upward trajectory, the benefits of which will continue to become apparent over the next 12 months. The timing of the attempted sale was unfortunate and costly, with consequence that there will be no dividend for financial year 2023. The board will consider providing an FY 2024 outlook after the release of the 2024 first half results in February. Our core business remains strong, and our presence in the Australian and European markets is continuing to improve. Vaughan Busby. Vaughan Busby retired from the board earlier this year. I'd like to take a moment to reflect on his extended service to your company.

Vaughan joined the company when it was still an SME, small to medium enterprise, energy retailer within Ferrier Hodgson. After a review of its operations and strategy, he worked with Ian to consolidate its marketing strategy, expand its reach, and in 2006/2007, bring it to the Australian Stock Exchange. After the pivot from retailing to software, he moved from an executive role and became a non-executive director. Vaughan has been involved with the board in the evolution of the company and its expansion to the U.K. and Europe, as well as the move into services. The board has considered a number of major decisions over the last 15 years, and Vaughan has been a crucial part of that process. The board members and I thank him for his contribution, wish him well in his future endeavors, and look forward to welcoming him to future shareholder meetings.

The board will be adding directors early next year, and we will adopt a similarly robust process to that which we used prior to Leanne joining us in October of last year. In closing, I would like to thank my fellow directors, your management, and the staff for their continued support, dedication, and strong efforts throughout this busy and very difficult year. In particular, I'd like to highlight the quality of this year's results and the strong organic growth in recurring revenues and projects in Australia and Europe, which occurred while Shaun and Guy were busy with the initial months of the potential sale process. This is a testament to the leadership of your CEO, of Shaun, your, our Group CEO, and the quality of the managers and leaders he has developed as, as his team. Thank you. Moving to the resolutions.

The resolutions today, yep, can only be voted on by shareholders, proxy holders, and shareholder company representatives. I propose to call a poll on each of these resolutions. Those in attendance who have not submitted a proxy vote may only vote on the provided AGM voting form, and that form is to be handed in at the end of the meeting. Resolutions 2 to 4, set out in the notice of meeting, are to be considered as ordinary resolutions, and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Resolution 1: the financial statements and reports. There is no requirement either in the Corporations Act or in the constitution of the company for the shareholders to approve these reports.

I will, however, move that the shareholders approve the directors' report, financial statements, and independent audit for the financial year ended June 2023. There are no questions that have been provided in advance. Are there any questions from those present? And I know that Clayton's here from the auditors, if you have any questions for the auditors. If there's any questions from those here?

Alex Carruthers
Shareholder, Individual Investor

Yeah. My name is Alex Carruthers. I'm a joint shareholder with my wife.

Andrew Bonwick
Chairman, Energy One

Welcome.

Alex Carruthers
Shareholder, Individual Investor

Thank you. You were talking about the cyber hack. Was that a ransomware attack?

Andrew Bonwick
Chairman, Energy One

It's hard, it's hard to characterize it, Alex. What mostly happens with these processes is, someone breaks into your, your site, hands it off to another agent, and you wait for an email to come back. And if no email comes back, it, you sort of never know why they did it, basically. So, in this case, the process was, close up the systems, get them out, scan all the way through the system, make sure they're gone, and then, we received a report from CyberCX, at least we need to look at over the next 12 months. So that's the process we've gone through.

Alex Carruthers
Shareholder, Individual Investor

From those cases?

Andrew Bonwick
Chairman, Energy One

Yeah. Look, the ISO process as part of global is really helpful in terms of thinking about the sort of things that are relevant from a cyber point of view. So, some of the vulnerabilities that might have been there before we started the ISO are now gone. We've got additional things to work on, more by way of continuous improvement than radical change.

Alex Carruthers
Shareholder, Individual Investor

Sure.

Andrew Bonwick
Chairman, Energy One

So yeah, I think it is such a ubiquitous threat that it's just part of continuous improvement.

Shaun Ankers
CEO, Energy One

Chairman, just to add to your comments, the motivation of the hacker was to be paid money.

Ian Ferrier
Non-Executive Director, Energy One

Yeah, but it's almost characterized as a business.

Alex Carruthers
Shareholder, Individual Investor

So it was a ransomware attack?

Andrew Bonwick
Chairman, Energy One

Yeah, sure. At the end of the day, they asking for money. A ransom.

Alex Carruthers
Shareholder, Individual Investor

Was a ransom paid?

Guy Steel
CFO, Energy One

That's not something we can disclose, but we'll talk to.

Andrew Bonwick
Chairman, Energy One

Whether we did or we didn't, that's not something we disclose.

Ian Ferrier
Non-Executive Director, Energy One

It's worthwhile pointing out to Chairman that the executives of the company had arranged for the company to have insurance to cover the prospect of a hack and the cost of the hack.

Andrew Bonwick
Chairman, Energy One

Yep.

Ian Ferrier
Non-Executive Director, Energy One

So that insurance proved to be something in the back of our mind was a godsend, and quite good in the front of our minds.

Andrew Bonwick
Chairman, Energy One

Yeah. So particularly in that period, immediately after the hack, where you need a lot of consulting help and a lot of arms and legs, the insurance was fantastic then. And that had been set up a couple of years to its date?

Guy Steel
CFO, Energy One

Yeah.

Andrew Bonwick
Chairman, Energy One

Yeah.

Guy Steel
CFO, Energy One

I mean, we have multiple layers of defense. Insurance is obviously the last stop, but CyberCX, we actually have on retainer, so they're effectively on ground. Probably within an hour or two of us noticing the attack.

Andrew Bonwick
Chairman, Energy One

Yeah.

Ian Ferrier
Non-Executive Director, Energy One

It was extremely disruptive to our executives because of the need to protect our employees and our customers. From the board's point of view, it was very just uncomfortable, I think is the nicest way to put it. With the concern for the company's security for its employees and staff and our customers. And it was very costly, measured by time of our employees.

Andrew Bonwick
Chairman, Energy One

Yep.

Alex Carruthers
Shareholder, Individual Investor

It was, it was over a period of, how many weeks were in it?

Guy Steel
CFO, Energy One

Over two months, really. I mean, obviously, yeah, a lot of activity early on, but then, and there's, you know, you've got to trace the path. You've got to make sure that you've evicted the actor, and then there's obviously all of the, yeah, notifications that go after that. So yeah, it's a two to three-month process end to end, so, which is now complete.

Speaker 11

Yep. And what was the nature of the data that was stolen?

Guy Steel
CFO, Energy One

I mean, as we said in our release, it was corporate data, so they got into our corporate drive. So limited corporate data, some employee identification documents, I think licenses, yeah, passports, that kind of stuff. So, yeah, not for all employees, a limited subset. So that was probably the main concern to us.

Andrew Bonwick
Chairman, Energy One

Some here, some in the U.K.

Guy Steel
CFO, Energy One

Yeah. So did not get into our customer-facing systems at all.

Andrew Bonwick
Chairman, Energy One

Yep.

Speaker 12

So it was excellent. I mean, from my point of view, as an observer, it was extremely disruptive to the normal course of business. It was obviously the opposite of the normal course of business, and the time that was taken by our senior executives, particularly the ones around the table here, was, I think two months is probably a fair. Take two months out of your life.

Andrew Bonwick
Chairman, Energy One

Yep.

Guy Steel
CFO, Energy One

Yeah, absolutely. It's, yeah.

Speaker 12

By the way, from your, from my point of view, I don't, the stress on our executives have been awesome because of the fear of what the, the criminals, of what the criminals will do. So I've known most of the people around this table, including myself, have had no experience of dealing with criminals, and it's frightening, it's confronting, and it's time-consuming. So it's maybe the fact that the company cope with it, in my view, in an extremely competent way, with the assistance of our cycling, particularly CyberCX, is to their credit.

Andrew Bonwick
Chairman, Energy One

CyberCX were very complimentary about the way your management dealt with the situation as well. Is there any other questions from those here before I ask? Is there any questions from those on the call, please? No.

Alex Carruthers
Shareholder, Individual Investor

We have a question.

Andrew Bonwick
Chairman, Energy One

Alan, go for it.

Alex Carruthers
Shareholder, Individual Investor

Alex.

Andrew Bonwick
Chairman, Energy One

Alex, sorry. Yeah, that's right.

Alex Carruthers
Shareholder, Individual Investor

So what, what's the strategy going forward now? So where are we taking the company forward? Where do we seek to grow the business?

Andrew Bonwick
Chairman, Energy One

The prospect for growth in Europe and Australia are enormous. So combination of software and services provides us access to a wide variety of size of customer, right, as well as the segments within the electricity industry—the energy industry that that customer is servicing. So we now have much more points of entry into a customer, which has always been something we've been planning, continually expand. From multiple products in the software, it's now multiple products in the software and multiple types of service. So we've got a wider range of customers. The industry expansion is obviously enormous, and we will provide services to all of those different customers. So the strategy is very much about the next couple of years, making sure that we make the best of that market possibility that we have. Selling into large industrials, medium-sized, and small.

Sticking to the knitting, I think would characterize it pretty well in Europe for the next 12-18 months easy.

Alex Carruthers
Shareholder, Individual Investor

Geographically?

Andrew Bonwick
Chairman, Energy One

The question that we're most often asked is the United States, because we are very strong in the way that we're growing in Europe and in Australia. United States is another country that has a competitive energy market. United States is, from an electricity point of view, six to eight different markets, not one. To go there would take a lot of resource of what is basically a small to medium company, and it's not worthwhile to do anything about that. I think until a customer takes us there, I think that will be the point that one of our large enterprise customers will say: "Look, can you come and do it over here?" And I think that would be a sensible entry point. I can't see that happening at the moment, but you never know what's around the corner.

Other geographies that have competitive energy markets, which is what we serve, there are some in Asia, but they're smaller. Again, some customers might take us into those. The Philippines might be a possibility with one of our customers, but the focus is Australia, Europe, particularly. Definitely. Europe is 10x the size of Australia.

Shaun Ankers
Group Chief Executive Officer, Energy One

Yeah, sure. And also, I might ask about global customers as well. So obviously, a lot of the investment we've made is about being a global business and offering global capability to global players who are not constrained by geography, who may have assets in any part of the world, particularly renewables. And so one of the capabilities we've been building out, have been for a while, so it's a continuation of the strategy, is to enable us to service these large accounts. We're very pleased to announce we had a framework agreement with Shell earlier this year, in which the idea was that as Shell rolls out their assets, we roll out the services. And that's part of the strategy for us as well, to address a global offering for global customers.

Alex Carruthers
Shareholder, Individual Investor

Thank you.

Andrew Bonwick
Chairman, Energy One

No worries.

If there are no further questions. Okay. So, we'll move on to resolution now. Have we got a resolution? No one. No. There being no further questions, I'll seek approval from those present that the annual report containing the financial statements for 2023 on a show of hands. The annual report is adopted on a show of hands. Resolution 2 is the adoption of the remuneration report. There have been no... I move that the remuneration report for the financial year 2023 be adopted. There have been no questions provided in advance. Are there any questions from those present here? Are there any questions from the video conference?

Alex Carruthers
Shareholder, Individual Investor

I don't see any.

Andrew Bonwick
Chairman, Energy One

Okay. As there are no further questions, we'll put the resolution to a poll. For those in attendance, please vote for your resolution on the voting form. Undirected proxies will be voted in favor of the resolution, and the final results of this poll and all of the other polls will be announced to the ASX later today. The poll will close five minutes after the closure of the formal part of the meeting. Resolution 3 is the election of Leanne to the board. I now move that Ms. Leanne Graham, a director of the company, appointed to fill the vacancy created by the resignation of Mr. Ottmar Weiss, who retired at the Financial Year 2022 Annual General Meeting in accordance with the EOL Constitution, as well as listing rules, and being eligible, offers herself for re-election, be elected as a non-executive of the company.

There have been no questions provided in advance. Are there any questions from those present? Alex?

Alex Carruthers
Shareholder, Individual Investor

Could Leanne give us a... Just tell us who you are, where you've come from, and what, what you're going to bring to the board.

Leanne Graham
Non-Executive Director, Energy One

I've had so Leanne Graham 35 years in the technology sector. I have founded a couple of software companies myself. Listed one on the New Zealand Stock Exchange. I was in the executive team at Xero, and I designed Xero's go-to-market strategy. I've had a long history in go-to-market channels, go-to-market in global markets, building out product strategies. One of the companies that I owned was in the ERP mid-tier enterprise market. So I've done a lot in the vertical product space and in the enterprise products, and around you know enterprise , you know ,ncomplex enterprise rollouts in global markets.

So what I believe I bring to the table for Energy One is looking at the complexity of how we take this business to the next stage from a, you know, the medium business into a true global player. And how we take what we've, you know, the products, the businesses that we've acquired, as well as the products that we already have, and you know, that we've homegrown products, and how we globalize those, bring them, take our clients, add more to each of our clients, so more products per client. And really look at how we maximize our growth per client, and how we get more penetration in the countries that we already are in market, and then take more regions from there.

So I think, you know, we've done, we've done a really great job of globalizing over the past 12-18 months. There's a lot more work to do there. And, you know, working with the team, you know, doing that and adding, you know, my experience to that. And, you know, I'm looking forward to doing more of that. We've had a pretty challenging year in my first part of being here, but I think there's more to do. There's a lot more to do there, and, you know, it's really exciting to work with such a great board and management team as they do that. I'm looking forward to it.

Alex Carruthers
Shareholder, Individual Investor

Thank you.

Andrew Bonwick
Chairman, Energy One

I certainly thought, personally, I've been, Leanne's contribution of in a different year, over a short period of time, has been exemplary. So really pleased to have her. Yeah. So do I have any other questions from the video conference? No. Okay. Thank you. Thanks for the question. There being no further questions, we put the resolution to a poll. For those in attendance, please vote on the resolution on the voting form. Undirected proxies will be voted in favor. Resolution 4: I now move that for the purposes of Section 200B and 200E of the Corporations Act 2001, and for all other purposes, to approve payments under the Energy One Equity Incentive Plan to the Managing Director, Shaun Ankers.

It is noted that the non-executive directors will not receive any leaving benefit and will simply be paid directors' fees due up to the date of any resignation. It is noted that as the non-executive directors will not receive any termination benefits on them leaving office, apart from any fees accrued to the date of the resignation, they have not been excluded from voting on this resolution, which is in accordance with our announcement on the 19th of October. There have been no questions provided in advance. Are there any questions from those present?

Speaker 9

Talk a bit about the background to this resolution, especially in the light of the sale process and what the motivations were behind that?

Andrew Bonwick
Chairman, Energy One

Yep, it's unrelated to the sales process. So if you look back over the last any number of years, this resolution's been here principally around the share benefits earned by, in this case, Shaun. And what happens if there is a change of control? The ability to pay those out is affected by Section 200B and 200E of the Corporations Act. You can't pay any future benefits. So if there was a change of control, all of those would lapse. So this is an approval to pay anything that's been earned in equity, and therefore transacts afterwards, through to Shaun. So if he was to resign, as a good leaver, for example, then all his past benefits could be paid out. So it's a mechanistic thing.

Section 200E has very strict limits on what you can pay an executive that hasn't... after they leave. Yep.

Speaker 9

Thank you for that.

Andrew Bonwick
Chairman, Energy One

Yeah.

Speaker 10

Yeah, specific to Shaun?

Andrew Bonwick
Chairman, Energy One

Yeah. In previous years, it's been the directors as well, because we were paying—we're taking half of our RIM in shares and half in benefits, so it would apply to us as well. This year, because of the STG process, the sale process, we're only taking our fees in cash.

Does that answer?

Speaker 10

Yeah. Do I have any other questions?

Ian Ferrier
Non-Executive Director, Energy One

I should say, I attended a number of annual meetings, and it's a very good thing that you ask questions.

Speaker 10

Okay.

Andrew Bonwick
Chairman, Energy One

You should never be backward in asking questions, because the very purpose of the meetings is to know you. So you should be pleased, or I'm pleased to hear that.

Thank you. Does that spark a question from anybody on the?

Shaun Ankers
Group CEO, Energy One

Yes, that's just a way to tend to.

Andrew Bonwick
Chairman, Energy One

Okay. There's no further questions. We will put the resolution to a poll. Please vote on the form if you're here. Undirected proxies will be voted in favor. The final results of these polls will be announced to the ASX later today. That concludes the formal business of the meeting. We will now take any further questions.

Shaun Ankers
Group CEO, Energy One

I have no advanced questions.

Andrew Bonwick
Chairman, Energy One

On general business. Any questions here from the floor, please?

Speaker 10

Yeah. When you were talking about the expansion and how customers with... Now, you, you've got a strong business in Europe now. How did that come about? How did you?

Andrew Bonwick
Chairman, Energy One

Shaun investigated buying a company in Europe a couple of years before we bought Contigo, and found Contigo as an ideal target for acquisition. 2015?

Shaun Ankers
Group CEO, Energy One

2019.

Andrew Bonwick
Chairman, Energy One

2019?

Shaun Ankers
Group CEO, Energy One

Yeah.

Andrew Bonwick
Chairman, Energy One

Yep. That acquisition led to a good understanding of what some of the other companies in Europe were doing. Contigo had worked with eZ-nergy over a number of years, and they were open to a change of control, and so we bought their company. And similarly, those organizations both knew EGSSIS, and that owner was amenable to a change of control at a reasonable price as well. So it was incremental steps in Europe. You would have got from my comments about America, we're very careful about the way we spend your money. This company was listed with 20 million shares, and I think we've now got?

Shaun Ankers
Group CEO, Energy One

30 million.

Andrew Bonwick
Chairman, Energy One

30 million and a bit of change. And all of that has been made to acquisitions. So very careful about the way we spend your money. So small steps, basically. Yep.

Speaker 10

With the sale process that you went through, were you tempted to do that because it would have got a better value than the current share price? Is that why you were making that?

Andrew Bonwick
Chairman, Energy One

We had a lot of people knocking on the door the last couple of years, and we said to them, "We're not for sale," basically. We had an organization provide an offer, which the board considered very carefully. We had engaged Rothschild and said, "Okay, if somebody's prepared to make an offer, let's have a look at who else might out of that field of people who'd already taken an interest in us." The end result of that was, STG making an indicative offer of AUD 585, I think. We provided exclusive due diligence, and, in my opinion, they just stuffed us around. Okay? So no, the sale process came from a specific formal approach to the board, albeit non-binding.

The board was very strongly of the view that the shareholders should get an opportunity to examine that offer as to whether it was in every shareholder's interests. You know, it's, it's, it's an obligation in the Corporations Act. It's an, it's a moral obligation on the board to communicate with shareholders when something like that, which you should decide about. At the end of the day, in my opinion, STG had shown an inability to confirm to us that they would be able to deliver, basically. So that, that's why we terminated discussions. Any more questions around that? No, Ally?

Alex Carruthers
Shareholder, Individual Investor

No, no, no. All good.

Speaker 10

No, no, I've got no questions.

Speaker 11

This company has grown through number of acquisitions, so how is integration of those going?

Andrew Bonwick
Chairman, Energy One

Superb. Most of our growth in the last... All of our growth in the last year came from organic growth. So a mix of organic and acquisition is very important. Integrating the companies, you'll notice that in every case, the vendors stay with the company for a period of time. That helps with integration, it helps with knowledge transfer, it helps with us challenging those processes and integrating our different organizations together. We are selling Australian-developed automation products into customers in Europe. We are operating the European services market from Adelaide. We will shortly be operating the Australian services market from Europe. So you know, those processes are working well. The globalization is the next sophistication in that. ISO, automation of services around the world, follow the sun.

So I think those are indications that the indicators that the integration went very well, and that's a tribute to the executives you have sitting around the table.

Speaker 11

Of course. And one, this is my favorite interest of mine is: what percentage of revenue do we spend on R&D in developing new products, in taking these forward?

Andrew Bonwick
Chairman, Energy One

Right. So do you want to?

Guy Steel
CFO, Energy One

I can answer.

Andrew Bonwick
Chairman, Energy One

Yeah.

Guy Steel
CFO, Energy One

It's around 12%. It's been pretty consistent over the years. Well, that's so, by R&D, we mean development capitalized versus revenue. So the reality is already higher than that because we don't actually capitalize a lot of our development. So, but that's approximately, yes.

Speaker 10

Yeah. You've got more investment in that global project coming in FY 2024.

Andrew Bonwick
Chairman, Energy One

We do, yeah.

Speaker 10

Yeah. Do you envisage further investment levels at, at that level beyond that, or that's going to set you up for a platform for a while?

Andrew Bonwick
Chairman, Energy One

Well, there's obviously a number of things to do to get us to globalization in a really global way. But there's also a lot of other processes involved in innovation and making sure the solutions are in fact suitable for a number of jurisdictions and for the changing market as well, right? Because the market is changing from a few big players in the old days to a lot of smaller players. And that's where the explosion in the market is coming from, renewables and the like, supported by strong traditional business like that we've done for many years with big customers. So yes, in this business, if you're not investing, you're going backwards.

Speaker 10

Mm.

Andrew Bonwick
Chairman, Energy One

You must always be investing to stay ahead of the curve, because it's an innovation-led industry.

Speaker 10

Mm.

Andrew Bonwick
Chairman, Energy One

You know, if you sit on a product or a service, you're going to go backwards. So the answer is yes, we'll continue to invest constantly to improve and to take advantage of opportunities. We've shown over a number of years that investment in products at least has been consistent. But the globalization piece, yes, we're investing. Yes, we'll continue to invest in the years to come. Although the big bump that we've had will fall away as we go into place.

Guy Steel
CFO, Energy One

Yeah, it's very much an uplift.

Andrew Bonwick
Chairman, Energy One

Yeah.

Guy Steel
CFO, Energy One

In corporate systems, ISO, there are a number of items in there.

Alex Carruthers
Shareholder, Individual Investor

The decision not to pay a dividend, could you run us through the thinking on that?

Andrew Bonwick
Chairman, Energy One

It's a balancing act, a judgment call. The company's been very focused on paying back shareholders as a result of previous investments. The uncertainty created by the STG transaction. In the initial phase, STG, we offered them no dividend as the basis of getting an improved price. They thumbed their noses at that, I think, in my opinion. At the moment, we'll keep the cash, we'll invest it in the things that we need to do, and we'll have another look after the half year results.

Alex Carruthers
Shareholder, Individual Investor

What's the franking credit situation?

Andrew Bonwick
Chairman, Energy One

I think we've got about 310 k in accounts. So yeah, it wouldn't be a fully franked dividend. That would just be partially. But yeah, we've just... Yeah, by way of background, the company received a lot of R&D credits early on in its development, and that's why the franking credit balance is quite low.

Alex Carruthers
Shareholder, Individual Investor

But also, the income that comes from South Australia, isn't that eligible for franking credits?

Andrew Bonwick
Chairman, Energy One

That's right.

Speaker 11

I'll just jump back to the STG proposal.

Andrew Bonwick
Chairman, Energy One

Yes.

Speaker 11

Valuing a company is really difficult. I guess they indicatively said AUD 5.85, and the board is open to recommend that price.

Andrew Bonwick
Chairman, Energy One

Yes.

Speaker 11

How do you come to that kind of conclusion, you know, that AUD 5.85 would represent, you know, value for shareholders?

Andrew Bonwick
Chairman, Energy One

We had professional advice from Rothschild. We had an overview and an understanding of other transactions that occurred in our sector. We had a knowledge of where the company's share price had been over the past 12-18 months. And at the end of the day, we felt that it was a price that shareholders should be able to opine on and, and vote formally. You move it to AUD 5.15 and cast, get severe doubts about deliverability, and that equation changes.

Speaker 11

Thank you. Could you talk any of the specific points that made STG lower? Because I think there were some comments, there were some minor items that they tried to use to justify the difference in their initial offer. Yeah. Could you talk specifically to anything?

Andrew Bonwick
Chairman, Energy One

In my opinion, the due diligence process is given to an organization that has said, in good faith, "We think this company is worth X.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

Right? And the due diligence process is supposed to confirm that opinion, right? All due diligence processes will find stuff that they didn't expect on the upside and on the downside.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

In my view, STG counted one side of that equation. So they saw the ability to grow the company. They saw the things you could do with additional investment, acceleration of the global process, you know, large total addressable market. But they only put the highlighter through the ones on the downside.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

And then they put the highlighter through things that were known unknowns, right? You know, you don't know what's gonna happen out of cyber. A cyber process that's finished, there are no more costs. We know what the costs are going to be. Oh, no, it could get worse.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

Went to AUD 5.15.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

I think, my opinion is that was a deliberate part of the strategy.

Speaker 12

Yeah.

Shaun Ankers
Group CEO, Energy One

They actually said, they don't have to get the approval of their financiers.

Andrew Bonwick
Chairman, Energy One

Yeah. But I think it was taken.

Shaun Ankers
Group CEO, Energy One

If you had to do that at the end of a process of due diligence, it's back to front.

Andrew Bonwick
Chairman, Energy One

Yeah. Yeah.

Speaker 12

How disruptive was it? I mean, you talk about it in the AGM comments, but how disruptive was it in terms of, not in terms of profitability and cost, but in terms of so specific contracts and, you know, were there certain things that were delayed because you were dealing with these other matters? Was it really just a cost issue?

Andrew Bonwick
Chairman, Energy One

We're a small company, right? And we rely very heavily on a small number of high-quality executives, right? And basically, since before Easter, they've had to do two jobs.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

Then we cybered it, and they had to do three. So you can see the growth in the annual recurring revenue, 19%, right? While that was all happening, the company was still functioning very well underneath operationally.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

Right? There's a lot of people in this organization that are focused on their jobs and do their jobs really well. However, having senior execs and that broadened once the exclusivity thing was provided, just means that there's stuff that's put aside that we now have to turn back to and, and get back on with.

Speaker 12

Yeah.

Andrew Bonwick
Chairman, Energy One

It's more about cultural changes we've made, things that we should have, you know, been looking at, that sort of stuff, rather than the specifics of the company per se.

Speaker 12

Yeah. Yeah.

Andrew Bonwick
Chairman, Energy One

Yeah.

Shaun Ankers
Group CEO, Energy One

I have to say, this is the best annual general meeting for questions that I've sat in in 15 years, so thank you.

Andrew Bonwick
Chairman, Energy One

Absolutely, yeah.

Shaun Ankers
Group CEO, Energy One

For a company of this size, okay, I mean, you know.

Speaker 10

Are you able to expand on why Mr. Vaughan Busby's being stepped down from the board?

Andrew Bonwick
Chairman, Energy One

Vaughan B.

Speaker 10

He's still holding his shares.

Andrew Bonwick
Chairman, Energy One

Yep, he's still holding his shares. Ottmar is still holding his shares as well. You know, the board members that took this organization through its first 15 years were directors for a company of a certain size, and particularly smaller companies, you know, the directors are required to actually roll up their sleeves as well. So skills that Ottmar had in terms of the way the banking system works and some of those things, Vaughan's analytical capability and his attention to detail on that have been incredibly valuable to this company. But the board needs to grow and change and evolve.

So it's part of a process of adding new directors with international capabilities and capabilities relevant to the way the company is setting up now, that process will occur. I won't be here forever. Ian won't be here forever as well. This company will outlast its existing directors.

Speaker 10

... So, why didn't we keep Vaughan on the board for his experience?

Andrew Bonwick
Chairman, Energy One

Vaughan, Vaughan made a decision for himself. You know, I've talked to Vaughan about all the circumstances around what he's doing now, and his, his, his interest in his career is moving in a different direction.

Speaker 10

So that was his choice to move on?

Andrew Bonwick
Chairman, Energy One

At the time, it was his choice to move on. Yes, without question. Yeah.

Speaker 10

Personally, I, as an investor, I like to keep investment experience on the board, because obviously you got all that background of it, and so you know what works, you know what doesn't work. And, it's also good to bring new thinking, new people onto the board, because obviously they can help you grow. I don't like.

Andrew Bonwick
Chairman, Energy One

That's a balancing act. It is, and that's what we're trying to achieve. I think the measure will be evaluating the capability of the people we bring on early next year and putting the same blowtorch. What do they bring? What's their experience? How will they contribute to your board? As a measure of whether we're heading in the right direction.

Speaker 11

Can I ask, what are your intentions?

Andrew Bonwick
Chairman, Energy One

I'll stay as long as I'm adding value to the board. As long as other board members are giving me feedback that I'm doing a good job. I'm finding this an incredibly satisfying, difficult, and interesting organization to be involved with, and I'm proud to be involved with an organization that's taken Australian capability to the world, right? It's fantastic. So yes, I'm very delighted to be here for as long as I'm adding value.

Speaker 11

That's right. Thanks for that. I was actually asking Ian what Ian's intentions were.

Ian Ferrier
Non-Executive Director, Energy One

Yeah, my intentions are, a mirror image in some ways of Andrew's. I've been involved since day one, of course, and have been a very patient shareholder. When the sale process came up, I was obviously in favor of it, along with the rest of the board. I found the relationship with STG to be adversarial, as opposed to someone trying to acquire the business. And so when the offer was made at AUD 5.13, after having indicated they'd pay AUD 5.85, I was only disappointed. I was also upset because of the way in which they handled it. It was, it was like going to a boxing match with someone who wants to buy the business.

And that's exactly the opposite of what should be done in terms of acquisitions, mergers, and so on. I've been involved in many of them through the years, with very large companies and very small companies, and the attitude taken by STG was one of battering executives. And so it was just it was the opposite of being constructive, in my view. But in terms of my situation, I too am proud of the company. I've been through the ups and the downs of business in many ways, and I have absolute confidence in the management. And that to me is the core attribute of a company in which you're invested.

In terms of Andrew as Chairman, I'm of the view that he is a good Chairman, because he's objective, he's robust in terms of his expectations of management, and he's realistic in terms of what's possible as opposed to perfection. And so, I'm very happy with Andrew continuing as Chairman. As you probably know, I've been Chairman of a number of companies, some very large, some otherwise. And so I'm reasonably experienced in understanding what Chairman should and shouldn't do. And it's my view that Andrew manages to handle that relationship as Chairman and CEO very well, where you have to be realistic, and you have to be at arm's length, and yet you have to be intimate with the Chief Executive. And that's challenging in relation to all of those particular standards.

I think the relationship between the Chairman and the CEO is actually what you should test when you're talking about a Chairman and then the CEO. In this case, I think it qualifies in terms of the criteria I'm talking about. Being robust, arm's length, and intimate. All somewhat contradictory, but all very important, and so I think he's doing well.

Speaker 11

So, what I was really getting at was, what are your intentions in relation to the board?

Ian Ferrier
Non-Executive Director, Energy One

Oh, I'm gonna-

Speaker 11

I mean, that, that's all fantastic. That, that's great.

Ian Ferrier
Non-Executive Director, Energy One

Yeah. So yeah, I intend to continue as a director.

Speaker 11

Yeah. Good. Thank you.

Andrew Bonwick
Chairman, Energy One

Thanks very much. Yeah. If there are no further questions, I would thank you for your questions and, participation in the meeting, as a verb, and draw the meeting to a close. Thank you.

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