Welcome all to the 2025 Annual General Meeting of your company. My name is Paul Townsend, and I'm your Deputy Chair and Chair of MVP's Audit and Risk Committee. This meeting will proceed as a hybrid meeting, with many shareholders, as well as your Chair, Gordon Naylor, attending virtually. Given Gordon's virtual attendance, I will aid him in the conduct of the meeting. This includes acting as Chair of the meeting in the unlikely occurrence that we lose connection with Gordon. I now turn to Gordon.
Thank you, Paul. Good afternoon, everyone, and welcome to the 2025 Annual General Meeting of your company. As mentioned by Paul, I'm Gordon Naylor, and I'm very pleased to address this meeting as your Chair. As recently announced, this will be my last AGM in this role, with Mark Fladrich taking the Chair role from December of this year. This is to allow me to concentrate on my new responsibilities as Chair-elect of CSL Seqirus. CSL has announced an intention to demerge Seqirus by the end of this current financial year. It has been a privilege to hold this role over the last five years and to meet many shareholders, including at our AGMs.
In this vein, may I support Paul in extending a very warm welcome to everyone in the room and online to this, our fourth hybrid AGM. We're now very familiar with this format and its effectiveness in allowing us to engage with a broader group of shareholders whilst retaining the benefits of face-to-face discussions for those in the room. While I'm remotely attending this year's meeting, we also have the benefit of all the other directors who are physically in the room. I would like to remind everybody that the presentation provided today were lodged with the ASX prior to the commencement of the meeting and are available on the company's website.
Tara, the company secretary, informs me that we have a quorum present, so I therefore declare the 2025 AGM of Medical Developments International to be open. If I could just ask that you now turn all mobile phones to silent mode, and note that recording devices and cameras must not be used during the meeting. I would point out that all of the content will be made available online after the meeting, including a recording of the meeting. For those of you who are in the room, in the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. In the event that we do experience any technical difficulties with the online platform or my connection, then we'll pause proceedings.
If we can't resolve the issues readily, then we'll just continue with the meeting in the traditional face-to-face format with, with Paul, who, as he mentioned, I think is, is formally the Deputy Chair of the company. Paul will act as the chair of the meeting. Moving to the next point, then, the notice of meeting was sent to shareholders and the ASX on the 8th of September of this year, I'll take the notice as read. This year's formal proceedings comprise five resolutions. Prior to the formal proceedings, you'll also hear a brief business update from Brent and from me. Before I move to introducing your directors, can I just ask you to note the disclaimer slides, which we've had up on the screen, which do contain important context for today's meeting?
I'd like to take a moment now to introduce the other directors of your company, if I could just ask that the directors identify themselves in turn, as I call their name for the shareholders in the room. For those of you attending virtually, you won't be able to see the directors, I can assure you they're really there. As part of ongoing board renewal, there's 2 new faces at this year's meeting. Mr. Mark Fladrich, who, if elected today, will succeed me as chair later this year. The next new face is Mr. Paul Townsend, who's actually at the lectern, who you've already been introduced to. Both Mark and Paul are standing for election for the first time today, they fill casual vacancies during the year.
Your other directors is Christine Emmanuel-Donnelly, who is retiring by rotation and is, is standing for re-election today. The other person who is also retiring by rotation and standing for re-election today is Mr. Leon Hoare. The other director we have on that lectern is Dr Russell Basser. I'd also like to introduce our Chief Executive Officer, Mr Brent MacGregor. Brent will provide a business update to you today. Also attending is our Company Secretary, Ms. Tara Eaton, and she's joined by our Chief Financial Officer, Ms. Anita James. As well as, Ms. Melanie Sutton, who is representing the company's auditor, Deloitte, and I saw Melanie on screen before. Before commencing today's presentation, a word on the use of the Computershare meeting platform for those of you online and voting.
If you are using the platform, all attendees can watch a live webcast of the meeting. In addition, shareholders and proxies can ask questions and submit votes. If we do experience any technical issues today on that platform, we'll call a short recess or an adjournment, depending upon who's affected. If this occurs, either, Paul or I shall advise you. If we're unable to readily resolve the technical issues, the meeting will still go ahead, probably with Paul taking the role of the chair of the meeting, as I mentioned before. Given we intend to share a recording of today's meeting on the ASX platform in the next day or so, even in the event of a technical issues, online shareholders will be able to watch a recording of the meeting at a later date.
Online attendees can submit questions at any time. To ask a question, select the Q&A icon, type your question into the text box, and once you've finished typing, just tap the Send button. Please note that you can submit online questions from now on. I won't address them until the relevant time in the meeting, however. Please also note that questions may be moderated, or if we, or if we get multiple questions on one topic, then we might amalgamate them together to make the meeting run a little more efficiently. For online shareholders, to ask a verbal question, please follow the instructions, which are written below the forecast. If you are asking a verbal question, either as an online attendee or in the room, we'd ask that you introduce yourself before asking your question.
In accordance with the, I'll move on to voting now. In accordance with the company's constitution, and as set out in the notice of meeting, we have determined that voting on each of the resolutions will be conducted by a poll, rather than on a show of hands. This allows all proxies to be considered and ensures votes are counted accurately. I now formally declare the poll open. The final results of the polls will be available later today on the ASX website and on our company website. Only shareholders, proxy holders, or appointed representatives are entitled to speak or vote at this meeting. Only shareholders who are entitled to vote at this meeting may cast a vote on a resolution.
As chair of the meeting and as detailed in the notice of meeting, I will vote, subject to the abstentions noted in the notice of meeting, all available undirected proxies in favor of each resolution. For those attending the meeting in person, you can cast your vote by filling out a green paper voting card. If you have any questions, please see a Computershare, sorry, Computershare team member at the registration desk, which I think is at the back of the room. Shareholders participating in the meeting via the online platform should just press the Vote icon, and all resolutions will be activated with the voting options. To cast your vote, simply select one of the options. There's no need to tap a Submit or Enter button, as the vote is automatically recorded. You will receive a vote confirmation notification on your screen.
You can change your vote on the platform up until the time that I declare the voting to be closed. I will give you a warning before I move to close voting. If you have any questions about casting your vote online, please refer to the online platform guide or call us on the number set out on the guide or on the screen in front of you. I'd now like to make a few comments in, and prior to Brent giving you a more detailed business update, and I'd particularly like to reflect briefly on the company's progress over the last year. The group delivered a step change in its financials in FY 25, reporting a modest net profit after tax for the year, as well as positive operating cash flow in the second half. Group revenue was 18% higher.
We're quite proud of the progress that we've made after a number of years, which have been very challenging. We do remain confident in the long-term opportunities of the company. We successfully raised funds in FY 2025 to undertake investments to support our growth strategy. In the year ahead, informed by our medical and commercial insights, we'll begin to deploy those, and we have begun to deploy those funds in a very targeted way. In addition to the change in our financials, it has been quite pleasing to see the maturing of the company's governance and management systems, such as safety and supply chain management, as well as formalization of the company's values. These are delivering measurable improvements. As mentioned earlier, this is my last AGM as your chair. From the 1st of December 2025, Mark will assume that role.
It has been quite an honor to act as chair over the last five years, and I do thank my fellow directors and Brent for their support during that time. You'll be hearing more from Mark shortly, but I believe that he brings great strength to the company, notably his deep experience in the global commercial pain space. He's highly engaged and enjoys the strong support of his fellow directors. In addition to building on our foundations, Mark will bring fresh eyes and new perspectives, both vital for a growing company. I look back on the last few years with some pride. While our volume growth has fallen short of the commercial aspirations from four years ago, we now have much greater experience and clarity on the commercial path forward. Today, MVP has solid active governance systems, financial discipline, and a robust global commercialization plan.
The business is well-positioned to deliver value through execution of its strategy. On a personal note, it's been an extraordinary amount of work, but a rich learning experience. Small companies have all the issues of large ones, but with fewer resources and less tolerance of mediocrity. I've learned a phenomenal amount, not least from my fellow directors, Brent, and his leadership team. I'll now hand over to our CEO, Chief Executive Officer, Brent MacGregor, and Brent will provide you with a more granular view of the business and its growth strategy. Brent?
Thank you, Gordon. Good afternoon, everybody. I'm pleased to be presenting to you today as the Chief Executive Officer of our company. As Gordon said, today I'm gonna provide you with an update on MVP's performance over the last year and the progress we're making in executing our strategy. Now, before I provide an overview of this progress, I wanna take a moment to thank Gordon as well, for the role that he's played as Board Chair. We both came into the company, it was late in 2020, in December of 2020, in fact, so it's coming up on 5 years that we've been working together. Under his tutelage, I can say we've enjoyed a robust exchange between Board and management team, but really all in service of delivering positive outcomes for our business.
Gordon leaves his seat having presided over a company that now sits on a sound footing, prepared to deliver on its strategy. Personally, I'm very grateful for the counsel he's provided to me during these past five years. We're also really pleased to have Mark join us and to come into the seat. As Gordon already said, you know, Mark brings a wealth of experience to the role as a global commercial leader in healthcare, as well as someone with considerable governance experience, and we're very fortunate to have him succeed Gordon as chair. Switching to FY 2025 highlights. We're very proud, as Gordon mentioned, of the progress we made in FY 2025.
We delivered a significant improvement in earnings, cash flow, and we achieved our target of positive operating cash flow by the end of the year, in the second half of last year. Our disciplined focus on efficiency and pricing initiatives over the last two years, alongside continued volume growth in both product portfolios and diligent cash management, have materially improved our financial position. We reported encouraging progress across all of our strategic priorities that we set for ourselves. We delivered volume growth in both our pain management with Penthrox and our respiratory segments, and we progressed important initiatives that will support delivery of our long-term, our future growth ambitions.
This includes the transition of Penthrox distribution in France, as well as in Switzerland, to experienced partners, and the approval from the HPRA, the reference agency in Ireland, of an expanded age indication for Penthrox in Europe from 18 years of age down to 6 years of age. Having put the business on a sound financial footing in FY 2025, accelerating volume growth is now our key priority as we advance into FY 2026. To this end, let me walk you through our priorities for this year. Having increased our understanding of effective medical and commercial strategies that are well suited to the challenges we have faced in growing Penthrox, the key priority in FY 2026 is to accelerate this penetration.
This is gonna require us to continue driving behavioral change and to embed Penthrox as a standard of care, particularly in that hospital ED setting. We know very well this can be quite challenging, and it has been challenging. What we also know is that once embedded as a standard of care, Penthrox is extremely sticky. That means that those accounts, be they hospitals, ambulance services, clinics, what have you, once they've adopted Penthrox, they will continue to use it at a consistent pace, and they will do that without the need for us to, to provide a constant level of marketing and sales support, you know, to continue to drive that growth. In FY 2026, we're gonna progress initiatives on several fronts to drive this further acceleration and adoption of Penthrox. First, we're gonna leverage the MAGPIE study data.
You've heard this before, this is our pediatric data. Support our partners in the launch of the pediatric label following all the requisite approvals. Second, we will generate real-world evidence that demonstrates the benefit of Penthrox from a patient and from a healthcare provider experience perspective. Also from an ED efficiency perspective as well. This growing bank of evidence will be critical to influencing behavioral change and product adoption. Third, we're going to expand commercial and medical investment to support these initiatives. As Gordon mentioned, that is already underway. Next priority, switching gears to respiratory. In our respiratory segment, we will remain focused on growing share, primarily in the U.S. spacer market. Now, there's new tariff regime, you're all aware of this. This has brought an added challenge in FY 2026.
Being an importer of the product into the US as we are, we're navigating this environment, we're going to remain vigilant to risks on this front. The third priority is we're going to continue to enhance margins and deliver operational efficiencies. Finally, on this point, we're going to maintain cost discipline, as we've been doing. We're going to deliver efficiencies, and we're going to continue to enhance price where the opportunities arise. We've already taken many opportunities in the last two years. We're going to continue to take them where it's possible. What you may have noticed, or maybe not, we released our Q1 quarterly report earlier today, and I'm pleased to report the business is tracking to expectation, and it continues to perform well through the first quarter.
Our Penthrox volumes were stronger, pricing in Australia was improved, and our cost management remained tight. Now, while demand in the respiratory segment continues to demonstrate some seasonal softness, we have successfully implemented pricing strategies that have helped mitigate the higher costs incurred to date from those U.S. tariffs. In terms of outlook for the full year in FY 2026, we will increase investment in growth initiatives to drive behavioral change and to embed Penthrox as a standard of care. We'll continue to engage with and support new and existing partners to increase Penthrox penetration and leverage the new pediatric label in select markets following all the approvals, and we're going to continue the momentum and work already underway in commercializing Penthrox here in Australia.
Now, last point I want to make is the investment in growth initiatives and the change in Penthrox distribution in France and in Switzerland will likely result in a softer underlying EBIT in FY 2026 versus FY 2025. These initiatives are all expected to deliver stronger financial performance over the long term. Thanks for your attention. I'll turn it back to you, Gordon.
We'll now take questions from shareholders. Firstly from shareholders in the room, followed by shareholders who are using the online meeting platform or the phone, and then come back to the room. What we found in the past is that this sort of... often the questions encourage other questions, so it's actually this sort of roundabout process actually works pretty well. It has been really good to have this sort of fluid discussions in past years, and I, I hope that happens again today. First of all, are there any questions from folk in the room?
No questions at the moment, Gordon.
Okay, thanks. Thanks for that, Paul. Questions online. Tara, do you have any questions that have come through?
Not as yet on these.
Nothing yet, so is that I heard? Yeah.
Right.
We've got no other questions online or from in the room. Is that right?
That's right.
Bit surprising. It's a bit surprising, yeah, because we will now move on to the on to the formal part of the business. That's fine. We're clear. There's nothing, nothing there, Paul?
No. No.
Got it. Okay, all right, thank you. We'll now move to the formal business of the meeting. There may well be questions come up in the context of the different resolutions. The first item, item of business relates to the tabling of the company's financial reports for the year ended 30 June 2025, so FY 2025. The Corporations Act requires the financial report, the directors' report, and the auditors' report to be received and considered at the AGM. Shareholders are entitled to ask our auditors questions relevant to the conduct of the audit and the preparation and the content of the auditors' report and other related matters.
The, as mentioned earlier, Melanie Sutton from Deloitte, who is, and Melanie's our lead audit partner, is in attendance and available to answer any such questions. I think it's right that we've received from Melanie's advised us that we've had no questions received prior to the meeting that are to Deloitte's attention. I think that's right, isn't it, Paul? If you can just confirm with Melanie.
Yeah.
Okay, that's great.
Melanie's nodding. Yep.
Nodding. Okay, right. Okay, good, we'll take that. Are there any questions then, on those reports from any of the shareholders in the room, first of all? No, there's any questions there, Paul?
No.
Okay, we're good.
No questions.
Tara, any questions online for the auditors?
Yes, Gordon, there's one.
One? Oh, we've got a question. I can barely hear you, Tara.
Okay. Tara's just moving, you know, just, yeah, let's just get the microphone.
Is that better, Gordon?
Yeah, that's vastly better, thank you.
Stephen Mayne asks-
Yep.
It's good to see the share price bounce 11% today on the back of the quarterly result. Thanks to Gordon for his service. What are your two favorite decisions you've made during your time on the board?
Okay, so that's actually not one for Melanie, it's one for me. Although I'd quite like Melanie to answer it. Just so, Tara, I got the sort of thanks bit, which is great. Thank you, Stephen. What was the substantive question? The two favorite?
What are your 2 favorite decisions you've made during your time on the board?
That is good. Good one. I think, yeah, I think, I think, I think that, well, it may be sort of groups of decisions, but I think we've. Yeah, the first one would be building a solid board and having first-class directors. I think the company, I, my judgment, it's not, you know, it's other form of view, but I think we have a, a board with directors that are probably of a higher caliber than you'd often see on a company this size. I think that's been pretty gratifying to see these folk come on, onto the board, and then to work together and through some difficult times, 'cause it hasn't always been easy.
I think the other piece, the other, I think, thing which has been very satisfying is seeing a, yeah, seeing a, an Australian piece of technology have a red-hot go at globalization. It's pretty tough from Australia, with a fairly small population and a small domestic- -popula... yeah, a small domestic market, to actually have a go and, and have some success. It's been tough, as we know, but to actually, you know, make some decent progress, and that's really positive. I'm involved in quite a few start-ups and, you know, frankly, particularly in the biotech space, most of them fail ultimately. In this case, where you've got a really an excellent product, and a lot of determination and a, you know, preparedness to do a lot of miles, then it's very gratifying to see that, to see that come through.
Yeah, no, I think that's, that's been pretty rewarding actually. Thank you for the question, Steve. Are there any other questions, Tara?
Not in the room or online, Gordon.
Okay, brilliant. Thank you, Tara, if I'll, I'll keep in mind that idea. If we have anything else difficult, I'll get Melanie to answer it. That's quite a good idea. It's clear. All right. Okay, I think we've, I don't think we need more questions. I'll ask the Company Secretary, Tara, to record that the financial report for the company and its controlled entities for the year ended 30 June 2025, together with the directors' report and the auditors' report, have been received and considered by shareholders. We'll now proceed with the resolutions to be considered. I now formally appoint Angela Liapis of Computershare Investor Services as Returning Officer to facilitate that process. Thank you, Angela. Resolution one on today's agenda is adoption of the remuneration report.
The Corporations Act provides for a vote on the remuneration report. Under the Act, this vote is advisory only and is not binding. The company does, however, take into consideration discussion on this resolution when considering the future remuneration arrangements of the company. Further details about this resolution are also contained in the explanatory memorandum that accompanied the notice of meeting, and MVP's remuneration report, which is contained in pages 30 to 42 of the 2020, 2025 annual report. I would like to advise shareholders that MVP will disregard any votes as stated in the voting inclusion statement related to resolution 1, as set out in the notice of meeting, and this is just to avoid the fairly obvious conflicts on the topic. As noted in the notice of the meeting, the directors will abstain from making a recommendation in relation to this resolution.
first of all, are there any resolution, sorry, any shareholders in the room who'd like to ask a question or make a comment about the remuneration report? Do we have any, any questions or comments there, Paul?
No, no questions or comments in the room, Gordon.
Okay. Thank you. Tara, anything online?
There's one question online, Gordon, under this particular item of business, although the question is broader, from Mr Stephen Mayne: Thank you for offering shareholders a best practice hybrid AGM for the fourth year straight. It was also good that you disclosed proxies early with the formal addresses, and there were no material protest votes, including on this remuneration report item. Could you disclose how many of our 8,700 shareholders voted for and against when disclosing the poll results to the ASX?
I don't know the answer to that question. Do you know, Tara? What's it-
I do know.
It's a question, but the answer to... Yeah, go ahead, Tara. Go ahead, you answer it.
We do disclose, the shareholder vote against, when we'll make the announcement to the ASX later today.
Okay. Yeah, I thought we did. I just, I just didn't know. It wasn't right in front of me. All right. Are there any? Thank you. I think that answers that pretty directly. Are there any other questions, Tara?
Not on this item of business, Gordon.
Okay, righto. Okay, so we'll look forward to some more down the track. Okay, then nothing else in the room, Paul?
No, nothing, Gordon.
We now, we now put this resolution to the meeting. These are the proxy results, and we now will just have to wait to see what we get in terms of, of physical votes as well. On those numbers, it looks like that it's, it's probably been passed. Thank you for the support. I think that's fine. I think every everybody knows that it's there's no make sure you select for, against, or abstain next to resolution 1 on your card. As I said, it does look like it's, it's gone through. The next item is around election of directors, we'll move to the next order of business.
Just to note that the, I, I certainly support these re-elections, and I believe that I'm joined by the other directors in that, in that support. The first resolution is for Leon. Mr. Leon Hoare is retiring by rotation and being eligible, offers himself for re-election. I'll just ask Leon, just Leon to say a few words about himself. As I said before, the board recommends Mr. Hoare's re-election.
Thank you, Gordon. Good afternoon, everyone. My name is Leon Hoare. I'm offering myself for re-election as a director. Very brief, my overview is in the annual report, but a brief view of my background, I've led commercial operations across multiple life science sectors, both medical devices and pharmaceuticals. I currently serve as a managing director of a company called Lohmann & Rauscher, which is a privately owned medical devices company, that I will finish that role at the end of this year. I've previously held senior leadership roles at Smith & Nephew and Bristol-Myers Squibb. My experience has spanned commercial, general management, regional leadership, including serving as Vice, or as President of Smith & Nephew's Asia PAC business, and as Vice Chair of the Medical Technology Association of Australia.
As Director of MVP, and a very proud director of MVP, as Chair of the Human Resources Committee, it's now called the PCC, the People and Culture Committee. I work closely with the board and the management team to support our strategic direction, our performance, and governance. I find working with the PCC, in particular, highly engaging, working to advance the interests of the shareholders by ensuring compliance with accepted Australian practice and managing the interests of the leadership team. I believe the board and the management team have set a clear direction for the business, and I'm focused on supporting MVP to deliver value to patients, to partners, and importantly, to shareholders. Thank you, Gordon.
Thank you, Leon. Does anybody have any questions of Leon, firstly, in the room?
Not in the room, Gordon.
Okay. Thank you, Paul. Tara, and does anybody online who's got a question for Leon?
No, Gordon.
Okay, thanks. Thanks for that-
Thank you.
... Tara. I think we- thank you. I'll now formally put the resolution to the meeting. I think they're gonna put the proxies up on the screen. If there's no further questions, please select for, against, or abstain next to resolution 2 on your paper voting, online voting card. Everybody can do that. Thank you. Yeah, record, yeah, obviously, record your vote for resolution 2 if you're, you're, you're online. On the proxies received, it looks like the resolution we passed, congratulations on your re-election, Leon. I think, I think that's great. Moving to the next resolution, which is the re-election of Ms. Christine Emmanuel-Donnelly as a director, who, like Leon, is retiring by rotation.
I will ask Christine to say a few words, and I can see she's up at the lectern. Just to reiterate, the, you know, the board and I, I recommend that Christine be re-elected. Over to you, Christine.
Thank you. Good afternoon to our shareholders online, as well as here in person. My professional background, as Leon mentioned, it's iterated in the annual report, but just a brief summary, spans over 35 years in research, intellectual property, commercialization, and governance. My background as a patent and trademarks attorney, combined with over 20 years in intellectual property executive roles, including at Unilever and CSIRO, gives me a unique perspective on how to build value from innovation. I'm really passionate about building businesses, navigating the complex journey from development to commercial execution. My governance experience spans managing the equity portfolio at CSIRO, and more recently, several ASX-listed companies in the medical device space, companies focused on innovation. This experience navigates the demands of transitioning an innovation-led company from inception through to commercial execution.
At Medical Developments, I've focused on supporting sound governance, creating competitive barriers and value creation. I've also contributed on the Audit and Risk Committee. With our new Chair, Paul Townsend, I'm sure we'll be very well led for the years ahead. I look forward to continuing that work with the board and the management team, and I thank you for your trust and support.
Thank, thank you very much, Christine. First of all, are there any questions for Christine, in the room?
None in the room, Gordon.
Thanks, Paul. Tara, any questions for Christine online?
No, Gordon.
Okay. Thank you to both of you. I'll now put the resolution to the meeting. We'll put the proxies up on the screen. As there's no further questions, can you please now vote for, against, or abstain? It's the Resolution 3 on your paper or your online voting card. Thank you. And based on the proxies, it's pretty clear that the resolution will be passed. Again, you know, congratulations, Christine. That's, that's marvelous. Moving to the next item, which is the following resolution, which is the election of Mark, Mark, Mark Fladrich as a director. As recently announced, the board has elected Mark as chair to commence from the 1st of December 2025. In about 6 or 7 weeks from now.
I will ask Mark to say a few words about himself and introduce himself. You haven't heard from Mark before. And again, to reiterate, the board, you know, recommends, Paul, Mark's election. Mark, over to you.
Thank you, Gordon. As this is my first time addressing MVP shareholders, I'd like to briefly introduce myself. I bring over 35 years of experience in the healthcare and pharmaceutical sectors, most recently as Chief Commercial Officer of Grünenthal, a privately owned German company specializing in pain management. In that role, I led the expansion of Grünenthal's commercial footprint beyond Europe and Latin America into the United States. Prior to Grünenthal, I held several senior international roles at AstraZeneca, as well as country president for Australia and New Zealand. I also currently serve as the chairman of Qbiotics, which is a Queensland-based, publicly listed life science business. My career has spanned local and global markets, commercial strategy, and governance, with a consistent focus on understanding customer, customer needs and delivering strong commercial outcomes. I believe that emphasis is key to creating long-term value for shareholders.
MVP has delivered a step change in financial performance in financial year 25 through our continued strategy of expanding the use of Penthrox in hospital and pre-hospital settings. As chair, my focus will be on supporting the board and Brent, continuing to sharpen our strategic execution, thereby allowing us to deliver even greater impact to patients, at the same time, continuing the disciplined approach to financial management. Thanks. Gordon.
Thank you. Thanks very much, Mark. First of all, are there any questions to Mark from folk in the room?
None in the room, Gordon.
Thanks, Paul. Tara, anybody online who wants to ask a question of Mark?
Yes, Gordon, we've got one online from Mr. Steven Main, directed to Mark. Could Mark please comment on his experience of the recruitment process that will see him succeed Gordon Naylor? Did a headhunter support that process, and what sort of due diligence did Mark do on the company? Which of our directors, executives, and major shareholders did Mark know before engaging with the recruitment process?
Okay, thank you very much for the question. I was actually connected with Medical Developments through a headhunter here in Melbourne. The same headhunter who actually recruited me to the board of Qbiotics, and where I subsequently became chair. Gordon and I met in a country town in rural Victoria, where we had a long discussion. I don't actually think that Gordon was looking for another ned at that point, but there was a very good intersection between my very recent pain experience at a global level at Grünenthal and the mission of the company to continue expanding the use of Penthrox, particularly beyond the, the shores of Australia. The due diligence that I conducted actually involved talking to people who had very close involvement with Penthrox over the years.
At Grünenthal, I had actually two people on my team who worked for Mundipharma in Europe, they were actually the distributors of Penthrox in Europe. They knew the product very well and were continually actually saying that Grünenthal should be promoting the product in Europe. I actually knew, knew the product very well. I also knew the spacer area very well from my AstraZeneca days. I did actually meet all of the colleagues on the board of MVP, as well as a couple of the executives, just to get a deeper insight into the financial reporting, the performance of the company, and a little bit about the history of the company. I think the third part of the question was, did I know anyone beforehand?
Coincidentally, when I was GM of Australia, New Zealand at AstraZeneca, David Williams actually spoke to the company at that time about potentially providing promo- additional promotional effort behind Penthrox. That's about 10 years ago now. Also coincidentally, because of the Seqirus relationship, with Grünenthal, because Seqirus is actually a distributor of Grünenthal, one of Grünenthal's largest products here in Australia. I'd met Benson, who's actually head of commercial in that capacity, but other than that, I didn't know anyone within the company. Hopefully that answers all the questions.
Mark's absolutely right. I wasn't looking for a director, but we happened to have a common connection, as Mark mentioned, who suggested that I should talk to Mark, and I did, and that was the coffee. It was pretty clear that we had a rare opportunity to get access to Mark's skills, you know, which you don't often get an opportunity like that. We then advanced it. We went through due diligence processes on both sides and so on. It was a little bit of happenstance on it. There's one of the challenges of finding directors for global companies like this one, particularly for smaller companies, is to get people with international experience.
So folk like Mark, who Australians have spent a lot of time out, overseas, are very valuable because they bring that perspective. That's quite important. Are there any other questions, either online or in the room, Tara or Paul?
Nothing in the room, Gordon.
Nothing online, Gordon.
Good. Thanks. Thanks for that. I'll now put the resolution to the meeting. Here are the proxy votes coming up. There's no further questions, if you could formally select for, against, or abstain next to resolution 4 on your paper or online voting card, that would be great. If you could just record that. Based upon the proxies that we have up on the screen, it's pretty clear the resolution will be passed. Congratulations, Mark, and best wishes for your role as chair. Following the next resolution, we're gonna vote, closing vote. This is the last of our resolutions. If anybody, if everybody could sort of think about finalizing their voting, that would be, would be excellent.
Moving on to the next item is election of Paul, who's actually been standing as elected until now. If I can just introduce that. Paul is now, we've now nominated him as deputy chair. The role is quite an important one. It's around being, if you like, basically about ensuring the board's resilience in the case where there's some sort of crisis and it's difficult to access people. Particularly for an international or an organization with an international panel of directors, this is quite important. Paul is also the chair of the board's Audit and Risk Committee, which is a critical role in the company.
We'll ask Paul to say a few words about himself, and as, and as I've mentioned before, the board does recommend Paul's election. Thank you, Paul.
Thank you, Gordon. As I said, my name is Paul Townsend. I'm pleased to be standing for election on the board of MDI for the first time. I'm a fellow of the Institute of Chartered Accountants, also a graduate of the Australian Institute of Company Directors. I have over 35 years of experience in finance and executive leadership across a range of industries and ownership structures. I bring a strong background in financial governance, strategic planning, and operational execution in both local and also global markets. My most recent executive role was CFO of a large ASX-listed agribusiness, Nufarm, and I've previously held CFO roles at Monash University, Asaleo Care Limited, and Pacific Hydro. As a chartered accountant with deep experience in listed environments, I offer a strong financial and governance lens to board decision-making.
I also bring a relevant and contemporary perspective on the opportunities and challenges facing public companies today. I'm committed to supporting MVP's strategic direction. I believe disciplined financial management and sound governance are critical enablers of sustainable growth and long-term shareholder value, and I look forward to contributing to both as MVP enters its next phase. Thank you for your consideration and support.
Thank you, Paul. Do you have any questions in the room? I have to ask you about your own questions here.
Yeah.
Uh, any-
No, no questions, Gordon.
No questions.
Thank you.
Tara, any online?
We do, Gordon, directed both to yourself and Paul. Could the new director, Paul Townsend and Gordon Naylor, comment on the recruitment process that led to Paul's appointment to the board? Was a headhunter involved? Did the board, full board interview him and any other candidates, and did Paul know any of our directors or executives before engaging with the recruitment process?
Thank you for that. Maybe, Paul, you do a run-through from your perspective, and I'll, and I'll fill in any gaps.
Yeah, sure, sure. I was, I was reached out by, through a mutual professional colleague that both knew myself and Gordon, to sound out my interest in putting my hat in the ring or throwing my hat in the ring in this role. Which I said, look, it sounded interesting, I'd, I'd, I'd have a look and get back to him, which I did. He put me in contact with Gordon, and then Gordon and I had a conversation. Gordon said that there are a number of candidates I was considering, I was one of them, and that he would get back to me in terms of process.
Following couple of weeks of that, he then said to me, "Look, he'd like to put me through the process," which I, I met all the board, as well as the CEO and the CFO, through that process to, for them to glean my capability and standing for the role, and we continued the conversations, Gordon, myself, following that. I did due diligence, as Mark spoke. We, there was mutual due diligence on both parts, I guess, for both parties, both myself and the company to come to an agreement. Probably gone into too much detail as a finance guy, I'll throw to you now, Gordon.
Yeah. Look, thank you, Paul. I think that's pretty responsive to the question.
Oh, sorry.
Yeah.
The other question, the other comment.
Yeah
... I, I did not, I do not know anyone, personally, or the director or all through the management team. There was no, no personal relationship or, or no knowledge of, of anyone.
Yeah. Thanks, Paul. I mean, I think, I think, so just a comment from me maybe, this process of, I guess, talking to other directors, for me is quite important. It sort of sounds informal, but it's really important that the director, the existing directors can form a view as to, in addition to the technical side of things, capabilities and stuff, but is about sort of the, the suitability of the new director to become part of the team. That's really quite important, I think, and when you're, you know, you want to, you want to, you want a group of independent directors who have their own think independently, but who actually are able to act-
Yeah
... cohesively in the interest of the company. I see that as pretty important, and it plays the other way as well, which is that, is that any director joining needs to be comfortable with the dynamics of the team, and that they're gonna get the sort of transparent access to information and the freedom to exchange ideas. Just a little editorial comment, I think that's quite an important part of the process, but the rest of it is reasonably, yeah, reasonably, yeah, you just go through proper due diligence and understand what you're going, what you, you know, again, both sides, is quite important. Thank you for the question. Anything else online, Tara?
There are 2 questions about general business, Gordon, so perhaps we deal with them after.
Yeah, yeah.
seeing the proxies on election.
Okay, good. I thank, thank, thank you for that. Nothing else on Paul?
Nothing in the room.
Nothing.
Nothing online.
Okay, cool. Thank you. Thank you, Paul. If there's no further questions, I'll formally put the resolution to the meeting. If you could now, and the proxy result are up there, and if I could ask you to record your vote now for resolution 5, selecting either for, against, or abstain, against that, that resolution. On those numbers, it would appear, Paul, that you've been elected, so congratulations and again, again, best wishes. I think you've done a great job in the role already as Audit Committee Chair. Thank you.
Thanks, Gordon.
... Tara, you mentioned that there was, I think we, that concludes the voting piece. I think, so maybe just before we move on, Tara, you mentioned that there were a couple of other questions which we should respond to, so what are those questions?
... Yes, Gordon, there are two questions from Mr. Steven Main. They're both, relatively long, so I think we'll deal with one at a time. The first one, the first one relates to takeovers. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX, dropping by 10% since January 2023 to 2,049 on the 30th of September, 2023. There were a record 27 major takeovers above AUD 100 million completed in 2022-2023. Why does the Chair believe that this is happening? There is a clear mispricing between public markets and private markets. There is also a problem with the scrutiny and extra regulation of smaller ASX-listed companies, which don't benefit from index listing, investing.
Does the Chair agree that this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks? Is there a risk that we'll be the next to be gobbled up?
I guess the, on the board point, To me, you know, I think the ASX is in a, you know, it's got a little challenged, particularly for the mid and small caps. That's pretty evident. I'd agree with the proposition that Steven Main puts forward. It's a lot less clear what the solution to the problem is. It's, you know, there's a lot of issues in there, and it's probably a bit more than we, we... It's probably a conversation that should be continued over a cup of coffee or something to dig into the, into the reasons for it and why, why it's, and what should be done about it. That's a little less obvious, I think, but I'd certainly agree that it's a, it's an issue.
I think the mention there of indices, that's part of it. Once you fall outside the indices, you lose liquidity. That's a challenge. You see it a little bit at Medical Developments with relatively thinly traded stock, and so you see these quite significant share price movements. You know, as a proportion of the share price, it moves quite a lot. It really can be influenced by quite small volume trade, numbers of volume trades, and doesn't really reflect anything, all that, all that material. It's just a liquidity issue. The other issue is that the index funds tend to have this sort of multiplier effect.
So if you're inside an index and you've got a bit of good news, then the stock will go up and perhaps be exaggerated a bit, and the, the opposite when you come down. If you're outside the indices entirely, it's a, you know, it's pretty hard to get attention because, you know, the, again, that's particularly the case for the smaller, smaller companies. I think, again, I mentioned before, I'm involved in a few start-ups and the, and early-stage companies, and one of the discussions is usually around, you know, your capital pathway. I think in the, you know, 15, 20 years ago, you'd, you'd have this sort of natural aspiration to being, to running an IPO and being listed, and I don't think that is anything like as much of a conversation as it used to be.
It's not nearly such a natural pathway. You know, you look more seriously at remaining private or maybe going offshore or something, rather than being listed at the, at the smaller end of the ASX. I think out of all that, you know, I'd agree with the proposition. I just don't know what the answer is, because it's obviously, lots of stuff happening here, and it's not obvious. The regulation piece is probably part of it. We do have a lot of, you know, rules in Australia, particularly. Most of them are pretty sound. I'm not sort of against regulation. I think mostly it's pretty sensible, but maybe that's adding in a, a, a governance burden. Don't know.
I mean, at least we don't have quarterly reporting like they do in the US, which doesn't seem to add much value. Yeah, agree with the proposition, just not quite sure what the answer is. What's your second question? You said you had another one, Tara?
Yes, that's right. The second question from Mr. Main is part question, part commentary. "The forever colorful David Williams is our largest shareholder with about 11%. What is our history with him, and how do we deal with him as the major shareholder? If he asked to join the board, what would you say? My advice would be to politely decline or request that he nominate someone else to represent his interests. This is not to insult David, who is very busy. If I was to run for your board at some point in the future, you should recommend against that as well.
I guess that's internally consistent. So I'm not really familiar with the hypotheticals, but I can talk about the situation. And by the way, the colorful bit, I presume, goes beyond the color of his favorite jacket, which certainly meets that, meets that criteria, think, a particularly bright Vermilion. So maybe a little bit about the history. David, David, as you, as the question rightly, was 11%. I think he had 14% or 15% or something when I got involved. And, I must say that in my engagement with David, he's been, completely professional and, and being quite thoughtful, actually. I, I come onto the board, so David invited me onto the board, as part of a, you know, a, a conversation, again, a bit happenstance.
Which I sort of was happy to do because I saw the potential, particularly of the product. I joined the board, and David, I think, quite rapidly realized that for the company to go to the next stage, it was probably appropriate, if, you know, I could bring to bear some of the skills that I have. I found myself to be the chair of the company. David stepped down as the chair, and I think I might have done one meeting or something as a, a regular ned. That was, you know, a big step, and David, David was very happy with being a, a regular... Well, we sort of swapped jobs a bit.
He then became a regular ned. In the time that, that situation there was, you know, David was great. He was just like any other director, did his job, had opinions, normal sort of exchange, you know, it was all perfectly, perfectly sensible. Then over time, David recognized that he was unable to put the time commitment in, which was needed for Medical Developments, and ultimately chose to step down as a director. Since that's been, I think, I don't know when that was, Tara, a couple of years ago. Since then, the relationship which we've had, the company has had with David has been, you know, he's a major shareholder.
We, you know, we, we're like to David, we value him as a shareholder in the same way as we value all our shareholders. You know, we will give updates if needed, you know, all the normal, but that is the relationship. David's not involved in, in either the operational side of the company or the, the governance piece. It's because he's, he's, he's, it's, it's exactly the same as our relationship with all our other, other shareholders, I'd say. I think that's sort of apart from dealing with a hypothetical, you know, if Steven ever wants to be on the board, then, you know, let Mark know. I wouldn't want to prejudge that outcome. I think that's responsive to the question.
Is there anything else, Tara, we need to respond on, or was that, we're good?
We're good, Kate. We're good, nothing more.
Okay, righto. Nothing else in the room. Paul, you can say?
No, no, nothing, Gordon.
Okay, goodo. Thank you, guys. I'd just like to say that I'm about to close the meeting, sorry, close the voting. If you've got any, voting is open at the right now, and for online attendees, the voting icon is still available within the navigation bar, but I am about to close it. Give a brief, a brief moment for anybody to scramble to find the screen and push the button. All right, I think I declare now that voting is closed. Now that that poll has closed, the results will be compiled and will be announced to the Australian Stock Exchange soon after the conclusion of the meeting. I would like to thank you for your attendance and thank you for your participation. I think the exchange is a valuable one.
Certainly appreciate the interest of the, of the, of the shareholders, and for the people there in the room, I'd encourage shareholders there to take the time now after the formal part of the meeting to, to, you know, talk to management, talk to the board. This is a great opportunity to get face-to-face and, and ask any questions you want there. You know, we're very, very happy to engage on that. With that comment, I do now formally declare the 2025 general meeting of Medical Developments International Limited to be, to be closed. Thank you.