My name is Anne Driscoll, and I am the Chair of the company and pleased to act as Chairman of this meeting today. It's now just past 9:00 A.M. in Dublin, the nominated time for the meeting. I have been informed that a quorum is present, and I'm pleased to declare the meeting open. I can confirm that the meeting has been properly constituted. I would like to thank you for joining us via the online platform today. You will see at the bottom of your screen that the platform contains a Q&A function. The function can be used to submit questions or comments at any time throughout the meeting. When you submit a question or comment, please indicate which resolution it relates to so that it can be addressed at the appropriate time.
Now, moving on to the agenda, I will first introduce the members of the board to you, which is actually today only Michael Kelly, our Founder, CEO, and Managing Director, and myself, representing the board. Our other directors are based in the U.S. and have varying times at 4:00 A.M. and 2:30 A.M. and things like that for them. It is Michael and I that will be representing the company, the board, today at the meeting. I will do a short address, and I will then pass the microphone over to Michael for a more in-depth discussion of the company's performance during the past year, with a particular focus, obviously, on the calendar FY 2024 being our reporting period.
We will then progress to the formal business of the meeting, where the resolutions presented in the Notice of Meeting will be put to shareholders for consideration.
We will allow time for questions in each of the resolutions before proceeding to vote on them. Present today, as I said, are Michael Kelly and myself. We also have in attendance Shelby Coleman and John McKnight, one in Australia and one in Ireland, who are our joint company secretaries. Ian Lynagh, our CFO, representatives of our company's external auditors, Forvis Mazars, and representatives of our lawyers, William Fry. Before you would begin, as you are no doubt aware, Bill Mullaney is stepping away from the board after the AGM. Bill's contribution since joining the FINEOS board in 2023 has been very positive, and I believe we've all benefited from his knowledge in insurance and professional services. We wish Bill the very best of luck and thank him for his service to FINEOS.
We are currently undertaking a search for a new non-executive director, and we'll keep you informed of our progress and obviously release the successful candidate's name to you in due course. FY 2024 was a very successful year for the company with much achieved. Financially, the results were very good, demonstrating a business that is on track to become a higher quality subscription revenue business with improving margins. Operationally, the business also made great strides with numerous important milestones achieved. Particularly pleasing for our leadership team and the board has been further important milestones achieved by our flagship FINEOS AdminSuite product, as well as FINEOS Absence for Employer product.
Michael will talk a bit more about those. Our partnership and success with top-tier insurance carriers is a great sign for the future and clearly demonstrates the benefits to carriers in the market of partnering with FINEOS.
We also continue to grow our partnerships with a number of important systems integrators in FY 2024, which is important as these firms play an increasingly influential role in acting as advocates for FINEOS, as well as progressively contributing to our product and implementation services. This provides the company with new business collaboration and scaling options for anticipated future growth. Of course, aside from having our market-leading purpose-built platform for employee benefits, our key assets at FINEOS will always be our people. We currently employ over 1,000 people worldwide, and demonstrating our strong company culture, we are proud to have consistently maintained a retention rate of over 90% and a utilization rate in the order of 85%.
As we grow, we will continue to monitor our staff needs in new and existing geographies, which will help us broaden our skills and efficiency.
I'll now pass over to Michael to provide you with a more in-depth update into the financial and operational highlights for FY 2024. Over to you, Michael.
Thank you, Anne, and welcome everybody to our AGM. As Anne noted in her address, I believe the company has made outstanding progress in FY 2024, and we achieved some notable milestones that I will share with you today. Turning to slide four of the presentation, here we provide you with a snapshot of some of the key financial highlights from FY 2024. We were pleased with the 6.6% growth in subscription revenue and 9% growth in annual recurring revenues. Subscription revenue now represents over 52% of our total revenue, and we anticipate that it will become an even larger overall percentage of our total revenue in the coming years.
Gross margins also rose strongly in FY 2024, some 4.6 percentage points, while our first quarter of 2025 results recently demonstrated the trend in cash receipts remained strong, up 40% on the first quarter of FY 2024.
Importantly, our cash balance at the 31st of March 2025 was EUR 35.4 million, reflecting our disciplined cost out and cash management focus. Having a robust financial balance sheet and achieving sustained positive cash flow remains a key financial priority. Moving to slide five, we are very proud of what the business has achieved in FY 2024. Anna noted continued growth in the usage of FINEOS AdminSuite by our client base. However, I want to specifically call out Guardian, who went live on our technology within one year, and also New York Life, who expanded their line of business usage to also include voluntary benefit insurance products. These are great achievements and a compelling verification of how far our investment in and deployment of FINEOS AdminSuite has progressed.
We are also particularly pleased with the investment in strengthening our new business and underwriting product component as a cloud-native SaaS product, which puts FINEOS AdminSuite right at the top of the most compelling core platforms for the employee benefits industry. Our FINEOS Absence product, which combined with FINEOS Claims provides our IDAM solution for a U.S. employee benefit market, continued to go from strength to strength in 2024. Product usage continues to scale with existing clients and was also licensed by new name clients, including Voya and Equitable.
Lastly, we expanded into the adjacent Direct-to-Employer market, and our initial two clients are Live, an employer with 50,000 employees and another with 40,000 employees. Both went live during 2024, providing vital customer reference points for further success in this adjacent market.
As we described to the market in November 2024, our product platform roadmap is now largely complete in terms of core functionality requirements, and this allows our R&D investment to focus to shift more predominantly to embedded AI, artificial intelligence, automating capabilities and features to make FINEOS AdminSuite easier to onboard, upgrade, and integrate. We continue to make the enhancements necessary to remain ahead of the market and to support our clients as they move away from existing legacy core systems to the FINEOS platform. This means we will continue to be well placed to win new business from existing clients via cross-sell and upsell opportunities, as well as gain new clients. Some of the other notable milestones we achieved during FY 2024 can also be seen on slide five.
In terms of our cost out program, we remain focused on achieving greater cost and automation efficiency across the business. Demonstrable improvements in our gross profit and margins confirm that our focus on customer success and efficiency is on track. Turning to slide six, you can see that we have a clear set of priorities for 2025. We have strong ambitions for this year. So far, we are on track with all of these. Turning to slide seven, in terms of the outlook for FY 2025 that we provided in February, we are comfortable to reaffirm the existing guidance range for total revenues to between EUR 138 million and EUR 143 million. We continue to expect subscription revenue to be higher than our services revenue as we focus on this recurring higher margin revenue growth.
Strict cost management and cash flow generation, as I've already touched on, is a key part of our outlook, and we remain focused on achieving positive free cash flow for FY 2025 in aggregate and then to be cash flow generative thereafter. Finally, our pipeline of business remains strong as our market reputation continues to grow. From a macroeconomic perspective, the topic of tariffs is very prominent. With the exception of currency exchange fluctuations, FINEOS has experienced minimal impact so far on our business outlook for FY 2025. However, should circumstances change, we do have contingency plans in place, which should mitigate some anticipated impacts should the focus of tariff application change.
In closing, I would like to thank our employees, our customers, my fellow directors, and all of our security holders for your continued support and strong contribution to the success of FINEOS in FY 2024. We are committed to delivering another successful year in FY 2025. This concludes my address. I will now pass over to Anne to commence the formal section of the meeting. Thank you.
Thank you, Michael. Anne, I will move on to the next slide. Here we are, and we're moving on to questions in the general section. There are some voting instructions, I think, before we go through that, based on the slide I have. We can take questions on the general business, and we do have one question already online.
We do, Anna. I'll just read it out for you if you'd like.
Thank you.
There is a question on general business from Stephen Main. It is, if we were to move from being dual-listed to only being listed in the U.K. or Australia, which listing would it make sense to drop? How big is our Australian footprint in both shareholders, staff, and revenue share?
Okay, thank you for that question. Mr. Main, the first item involves a slight misunderstanding. We are actually only listed in Australia. It is an Irish-incorporated company, and our shares are listed in Australia through CDIs. The FCL code is actually CDIs, and we are solely listed in Australia. In terms of the Australian footprint, we report our Australian revenue proportion in our annual report. In FY 2024, Australia and New Zealand combined was about 22%, I think. I'll find the actual figure for you, but it is in the accounts. I think it is 22% or thereabouts. It was higher when we listed, but our growth in the U.S. has far outstripped the growth in Australia and New Zealand, highly reflective of the size and the capacity. That is where we were.
Revenue by market APAC, which is largely Australia and New Zealand, sorry, not 22%, 22 million. It was EUR 22 million of our EUR 133 million turnover, and that's all in euros because that's our reporting currency. In terms of staff, as noted by Michael, we have about 1,000 staff at any one time, and our footprint in Australia and New Zealand, which are managed together, is about 100-120. That's the revenue share. Shareholders, as I said, are largely based in Australia, given that that's the sole market that we're listed in. Obviously, employee shareholders and things, including our CEO, who still holds approximately 50% directly and indirectly, is based in Ireland. Thank you. Now, there's another question, I believe, as well. Oh, no, that's later.
Yeah, that's a proposal item.
Are there any other questions on section one, the general business side?
There have been no questions received in relation to general business.
Okay, that's fine. We'll move on to the next slide, please. Here are the voting instructions to which I referred earlier on. They're all on screen for you to work through there. Hopefully, generally, that has already occurred, but you do have the option to vote at the meeting. We have received a large percentage of the shareholding has been voted through proxies, and those proxies will be voted on, voted by me, and you'll see them in the slides shortly, in accordance with voting in favor, where they are either open or directed, and voting against, obviously, if they are. Technically, for those who don't understand the structure, we actually have one shareholder, which is just a positive nominee, PTY Ltd, and I'm the proxy for that shareholder, but we do record all the proxies and instructions as if people held direct shares.
The instructions are there. I think that's pretty straightforward. Should you have any major questions on that, we can actually deal with those in the meeting, and we'll turn to the next slide. As obviously clear, somebody has already found their way through to the Q&A, but basically, there's a Q&A icon on your screen. You can type in your HIN or shareholder registry number to verify you're a shareholder, type your question, and if asking a verbal question, we can permit that as well, but you will need to be invited and unmute your microphone while doing so. If prompted, please do so. You can ask your question in that fashion. There are various options there.
Obviously, we will try and answer all the questions in the meeting, but if something is at a level of detail or complexity that's not relevant to the meeting or difficult to deal with in the moment, we will undertake to address those questions offline. Thank you. If we can now move to the next slide and return to the formal business of the meeting, we'll work through that. Here we go. Sorry, I just actually lost my spot. All questions, of course, should be addressed to me, and I'll either deal with them personally or give them to Michael or Ian, who are here to represent management as well, if you need to do that. Voting today will be conducted by way of a poll on all items of business.
In order to provide you with enough time to vote, I will shortly open the voting for all resolutions. As mentioned, all undirected proxies or open votes that have nominated the chair of the meeting as the proxy will be cast in favor of each resolution in the notice of the AGM. Are there any questions on that process?
No questions received.
Okay. In that case, we will continue on. As I said, the formal item, formal one, is the financial statements. We have the first item of business is to receive the 2024 annual financial report for the year ended 31 December 2024. There is no vote on the item, but the reports are available, and we can take questions from the we have no questions in advance from the auditor either, but we can take questions on the director's report, on the auditor's report. As I say, the company's auditor for 2024, Iman Rowden of Forvis Mazars, is present and if needed, can address questions on the conduct of the audit and the preparation and content of the independent auditor's report. I understand, are there any questions on this section? Feel free to type in a question now if you'd like to.
No questions have been received, Anna.
All right. No questions for the auditors either within that?
Correct. No questions.
Okay. In that case, as there is no vote required on this section, we will proceed on to the first item of business, item two, which does require a vote. This, again, is a vote that for those of you in Australia, you would not see, but we are an Irish-incorporated company, and it is required here that there is a vote each year on the auditor remuneration. That vote in the standard form actually allows people to delegate the setting of the auditor's fees to the directors. That is the resolution before us. If there are any questions, please ask them. Again, the Annual Report, Commonwealth Australia, the Irish Annual Report, does include the amount of fees paid to Forvis Mazars. I am happy to take questions on the resolution on item two.
No questions received.
Okay. If you please proceed to put up the results of the proxy voting. Our total shareholding is in the order of 300 million. We have a strong vote in favor of this with 52,000 CDIs abstaining, 292 million in favor, and 8,500 approximately against. Based on that, it is likely that the resolution will pass when the polls close and we will announce the result of the polls, the final polls to the ASX shortly after completion of the meeting. Given the time in Australia, we'll hopefully get it onto the platform this evening, otherwise, it will be first thing tomorrow morning. Voting is open and will remain open during the course of the meeting. If you are voting, there are the proxies on the screen here. CDI holders can vote via the online portal.
However, you're reminded, don't click on next until you have completed your vote for all resolutions to ensure that all your votes are counted, your votes are counted on each resolution. With that, we'll move on to item three, which is the re-election of David Hollander. As noted in the notice of meeting, David being eligible, he's retired by rotation and being eligible for re-election is actually standing for re-election as a director of the company. David joined the board in October 2019. He chairs our audit and risk committee, and he has a background in EY in consulting in the insurance space and is on a number of U.S. insurers as well. He's got relevant U.S. market and insurance experience that is relevant to us and also serves, as I say, as chair of our audit and risk committee. That is the resolution before the meeting.
Can we put up the proxies as we take any questions on this matter?
We do have a question from Stephen Main. He has said, "The best practice is to disclose the proxies to the ASX along with formal addresses and have director candidates give a short campaign speech. Will you do this next year to allow for a more fully informed debate about board composition?" Also, will an.
Oh, sorry. Yep.
Also, will an archive of the full AGM webcast be made available on your website?
We can put a recording up, but other than that, we would not contemplate, for example, putting up a transcript given the nature of the meeting. I think a recording actually provides more context for people rather than reading a flat transcript. We will consider that. In terms of director presentations, we can also consider that. We just need to try and manage timing and cost. The cost of flying in multiple directors to attend when we make people available, if needs be, to shareholders on an ongoing basis. We will contemplate that. Certainly, it being 4:00 A.M. in the morning for them at the moment is not very conducive to helpful presentations, but it is something to think about.
There are no further questions on this resolution.
Okay. Thank you very much. On the re-election of Dave Hollander, the proxies are now on the screen. Oh, sorry. In terms of releasing the proxies early, the proxy votes closed on Monday night. I'm not sure there's much to be served in putting these up. We'll put the Chairman and CEO addresses up shortly before the meeting. Putting these up at the same time, you're talking about a matter of 20 minutes and the difference. It works well for our perspective to allow the voting at the meeting to occur and people to turn up if they want to participate. Again, something we can consider, but it's not seen as significant to us to put them out any earlier than putting out the Chairman and CEO address. The voting is 99.09% of the votes cast have been voted in favor of David's re-election.
Those are the proxies received, and 0.91% or 2.65 million against, with 36,000 CDIs abstaining. As I say, the polls are open, but that is the starting position, and the final position will be assessed after the polls close at the end of the meeting. With that, we will move, I believe, to question, sorry, to item four, which is the approval to change the aggregate limit in fees paid to non-executive directors to EUR 800,000. So that resolution for the purposes of ASX listing rule 10.17 and all other purposes, approval will be given to change the total aggregate annual amount of the remuneration that can be paid to non-executive directors to EUR 800,000 from AUD 800,000 effective immediately, noting that EUR 800,000 approximates $1.4 million as of the 8th of May when we were finalizing the notice of meeting. Are there any questions on this?
Yes, there is a question on this resolution from Mr. Stephen Main. What is the plan in terms of actually increasing the individual pay for directors assuming this resolution passes? Was this a negotiation conducted with the controlling shareholder?
On the first item, we have no plans to increase the current amounts paid. However, we are in the process of recruiting a replacement director, and that director, depending on their location, will impact the fees. With the weakening of the Australian dollar over the past time, we have found that we have very little capacity when, for the last 18 months, three of our NEDs have been based in the U.S., and I have been the sole director based in Australia. The going rate of a standard NED fee in the U.S. is higher than the equivalent in Australia has been over the past few years. The exchange rates have meant that at stages, our directors are paid more. The other directors are paid more than I am as chairman.
It's actually a lot driven by the exchange rates and the country of residence of the directors. We had a situation earlier this year, this calendar year, where I was concerned that we'd actually have to stop paying me probably first if the Australian dollar weakened any further. Given that close to 80% of our revenues are in the U.S., it's really important for us to have U.S.-based directors. Given that our reporting currency is euro, we continue to have U.S. exchange exposure, but that's something that we live with in our business. It made sense to move to euros as the reporting as the currency limit. In terms of the size of the change, this limit, the current limit of $800,000 was set in 2019 when we listed. There has been no change to that in the period since.
We have no plans to make any substantial changes to the individual pays, but we do not have the space at the moment to have overlapping, have a director who is retiring from the board, have their successor come onto the board. We really just do not have that space at the moment, and that is not ideal. That is why we moved, and we do not intend coming back to the market very often seeking changes.
There are no further questions on this resolution.
Thank you. Can we show the proxies received for this? Okay. Thank you for that. As of the close of the proxy voting, we had 115 million in favor of this resolution. We had 2.78 million against, so 97.64% in favor, 2.36% against, and 87,500 abstained. That will be subject to whatever gets voted at the meeting and will be published as part of the polls, as part of our announcement after the meeting. The polls have closed at the end of the meeting. If there are no further questions coming through, we'll move to the next item of business. The next item of business, item five, is an amendment and adoption of the Equity Incentive Plan.
My eyes missed when we were publishing our AGM that the amendment has an extra E in the middle of it, which irritated me when I found it. That's my luck. I kick myself for not picking that one up, but it doesn't actually change the substance of anything because the resolution is correctly worded. So that for the purposes of listing Rule 7.2, Section 13B, and for all other purposes, the shareholders of the company approve the amendment and adoption of the Equity Incentive Plan on the terms and conditions set out in the explanatory statement, which accompanies and forms part of the notice of this meeting. The main change to the plan has been the timing of when options, which is our primary equity incentive, well, our only at the moment equity incentive form, when they go back into the pool.
We have a 5% limit running over three years of how the issued shares that we can have on issue as options. Those options are generally issued with a three-year period. They're issued based on the VWAP in the lead-up to the allocation, and they are then got a three-year life before people can vest and exercise. What was happening was that our limits were very tight because there was also unintentionally a whole three-year period before ones could go back into the pool. We have very limited capacity to issue options on an ongoing basis to our key people, and we have changed it. Again, because we are an Irish company, this equity incentive plan operates under Irish law, even though it is then also subject to the listing rules. It's one of those complexities that we work with.
It is Irish law compliant, and then we work through compliance with the listing rules. Are there any questions on this item?
There is a question in. So from Stephen Main, did any proxy advisors issue a report with recommendations ahead of today's meeting, and did any recommend a vote against this proposed equity incentive plan? If so, what reasons did they give, and did this translate into any material protest votes? Please don't say proxy advisor recommendations are confidential.
Actually, the confidentiality of proxy advisor recommendations is a frustration to me as the Chair of a relatively small listed company because they are only available on subscription, and those subscriptions are very expensive. I do not actually have access to those proxy advisors, but I can say there was no substantial vote against this or our other resolutions, and we have seen the other ones to date. The major shareholders that we speak to, we speak to any of our major shareholders who want to, and when they spoke to me leading up to the AGM, they were in favor of this. We did talk to our larger shareholders and consult about doing this, and they were okay with it.
There are no further questions on this resolution.
Thank you. Can we show the proxy results for this, please? There, Mr. Main, you can see that 99.88% of the voted shares are in favor of this resolution, 0.12% or 136,000 against, and 74,500 abstaining. I would note there is a substantial voting exclusion on this particular resolution. Michael Kelly, our CEO, is eligible to participate in the plan. He does not, but it is drafted so he is eligible to participate, and as such, his votes do not count in respect of this resolution. That is why you will see a substantial drop in the number of shares voted on this resolution.
Likewise, the far smaller shareholdings of our non-executive directors were not voted in, were not able to be counted in favor of the vote for the AGM or for the increase in director fees on non-executive director fees.
Are there any questions on this item?
There are no further questions.
Thank you. With that, we will move on to the next item of business. Now, the next item of business, 6.1, is also a related set of resolutions here. These resolutions in our first few years of being listed caused some degree of complication and questioning by proxy advisors, by our shareholders. They are now recurring resolutions that people understand, and they are all driven by the fact that we are an Irish company. Under Irish law, you can't issue shares without, essentially in broad basic terms, because there are lawyers around, and I'm not one, and certainly not an Irish one. You can't really issue shares without going to a general meeting.
As those of you in Australia well know, there is a standard allowance for listed companies to issue up to 15% of their issued capital and also deal with the equities that are issued under approved incentive schemes without going back to shareholders. This suite of resolutions here, the whole goal of these is to get us to be on parity with the other people that our shares are being traded against on ASX. The net result of all of these is to give us the capacity to issue up to 15% in any year before going back to shareholders for approval or for ratification. Now, we've had capital issues in the past, so they get ratified in this process as well. That doesn't happen.
We haven't issued any capital in the last 18 months, so there's nothing to ratify in terms of existing new issues. This is solely to get us to the 15% capacity, the same as the other Australian listed companies. Are there questions on this item?
There is one question from Mr. Stephen Main. When disclosing the outcome of voting on all resolutions today, including this final item on placement capacity, can you please advise the ASX how many shareholders voted for and against each item, similar to a scheme of arrangement? This will better provide a gauge of retail shareholders' sentiment on all resolutions and insight into the chronically low retail shareholder participation rate.
It's not feasible for me to do that because most of our shareholdings are held through custodians. We can have three major shareholders and one custodian, and it turns up as one vote. I can say that in total, the individual number of votes cast is under 100, but that does not necessarily reflect. For instance, if my personal shareholdings on a number of shares are actually held on an investment company platform, I can give directions on how they get voted, but they just get amalgamated with everything else that goes on in that platform. I think it's a very different situation to a scheme of arrangement, but I can say that under 100 individual votes came through. Beyond that, I do not see the point in publishing the information because I actually think it could potentially be misleading. Any other questions on this item?
There are no further questions on this resolution.
Thank you. Can we now have the proxies up for Item 6.1? Again, 99.6% in favor. We're back with 290-odd million shares. Our CDIs voted, and as you can see there, there's no substantial objection coming through in respect of this item. Can we move on to the next item, please? Item 6.2. These are very long resolutions, and I'm not going to read them out. They're there in the notice of meeting for anybody. This is, again, a related item. Can we put up the proxies for this one, please? Again, very similar figures, slightly lower figures on this. There are a small amount, 2.8 million against, and 111,000 abstaining, but 99.05% in favor. Are there any other questions on section six?
No questions have been received.
Thank you. That brings to an end the resolutions being put before this meeting. The poll is still open, and we'd encourage all people attending the meeting to ensure that their votes are cast now, if not already cast. Please ensure they go through. We'll now allow a minute or so before the polls are closed. If you have any other questions that haven't been addressed or that came to you late or you had an issue putting them into the system, please type them in now, and we can address them before we close the meeting. Are there any other questions coming through?
No, no further questions have been received.
Great. Thank you, everybody, for your attendance. The staff of Atomic will now process the poll. The results of the poll will be announced to ASX once they're available. As I said, the platform is still open, so as long as there's nothing else clogging up the ASX Announcement Platform, we will endeavor to get them up tonight. Otherwise, they'll go up first thing tomorrow morning. This concludes the formalities, and I now declare the meeting closed. I would like to take this chance to thank my fellow directors, Michael and his management team, for their diligence and commitment to this business. It's a great team of people working hard to deliver value for everyone. I would also like to thank security holders, old and new, for your continued support and for your time and interest today. Thank you very much.