Myer Holdings Limited (ASX:MYR)
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Apr 29, 2026, 4:13 PM AEST
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AGM 2023

Nov 9, 2023

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Good afternoon, everyone. The Myer AGM is about to commence. My name is Timothy Clark, and I'm the Executive General Manager of Property, Store Development, and Services for Myer. From a housekeeping perspective, I'm here to inform you that should an emergency arise that requires evacuation, venue staff will be on hand to direct you. Please follow their instructions using the nearest emergency exits. There are five emergency exits here at this facility. Two on this floor, one to my left, one to my right, and on the next floor up, one to my left and two further to the right. Please also note that photography, audio, and video recordings are not permitted during the meeting. My Chairman, JoAnne Stephenson, will now commence the meeting. Thank you.

JoAnne Stephenson
Chairman, Myer

Good afternoon, ladies and gentlemen. My name is JoAnne Stephenson, and it's my great pleasure to welcome you to the 2023 Annual General Meeting of Myer Holdings Limited, as your Chairman. As we gather for this hybrid meeting today, which is also being web and audio webcast, let's take a moment to recognize the various traditional lands on which we do our business. From my location, our location here today, I'd like to acknowledge the custodians of the lands on which we meet, the Wurundjeri people, who are part of the Kulin Nation, and I pay my respects to their elders, past, present, and emerging. As always, we plan to make this meeting as interactive as possible, with the opportunity for shareholders to ask questions in person or online or over the phone, and to vote either in person or online.

We look forward to taking your questions, any questions that you may have later in the meeting as we progress through each of the resolutions. So joining me here today on the stage are my fellow non-executive directors, Dave Whittle, Jacquie Naylor, Ari Mervis, and Terry McCartney. Our Chief Executive Officer and Managing Director, John King, our Chief Financial Officer, Nigel Chadwick, and our Company Secretary, Paul Morris. I'd also like to acknowledge and extend a great welcome to Gary Weiss and Olivia Wirth, who are both here with us today and have been nominated for election to the Board at this meeting. And finally, I'd like to also welcome the Myer executive team members who are here present today. Also, Alison Milner from our auditors, PricewaterhouseCoopers, Rory Moriarty from our solicitors, Clayton Utz, and Tim Farage, representing our share registry, Link Market Services.

With a quorum present, I now formally declare the meeting open. The notice of meeting has been distributed to shareholders, and a copy has been posted on the investor section of our website. I'll take that notice of meeting as read. The agenda for today, the items of business to be covered at today's meeting are set out in the notice of meeting. As I said, after we introduce and speak to each of those agenda items, we'll take shareholder questions on that item. I will speak briefly first on the continued good progress we've made against the Customer First Plan, and then John will provide a more detailed update on our results and the delivery of our plan, as well as providing an update on preparations for our peak trades here, peak trade season.

Following this, we will move to the formal items of business, as well as hear from directors and nominees who are seeking re-election or election today. Voting on each of these items of business today will be by way of a poll. So for those in attendance here with us today, voting on each resolution will be conducted by the voting card that you will have received when you registered on arrival here today. For those attending online, voting will take place via the online meeting platform. I'll explain the Q&A and the voting procedures in more detail when we come to the formal items of business. So I now declare the poll open, and that means that you can vote on all items of business today at any time, from now until the poll is closed, which will be just after the end of the meeting.

At the conclusion of the meeting, we'd love to invite those attending in person here to join the directors and the executive team for refreshments out in the foyer where you registered. We'd really love to chat with you. So let me start with the performance in financial year 2023. The strength and quality of the company's 2023 full year results was pleasing, particularly given the softer trading outcome in the fourth quarter as a result of the current economic conditions. The full year sales results was the highest since 2005, with sustained profitability and a strong balance sheet, providing a solid foundation to deliver future plans and the growth opportunities under the successful Customer First Plan.

Our multi-channel offer remains a key strength as we capitalized on customers returning to stores after the closures in the prior year, and an online business that returned to growth in the second half and continued to take market share throughout the 2023 financial year. This performance for Myer has been underpinned by our leading customer loyalty proposition in MYER one, which delivered record results against all key metrics in 2023.

The strength of the balance sheet and the focused cash, cash management has enabled us to continue to invest strategically in our store formats, in technology, and our merchandise offering, including the progressive rollout of new and expanded brands such as the Country Road Group, American Eagle, and many more, which John will talk about a little later. This year, the company also distributed AUD 86 million of dividends to shareholders, which further demonstrates the confidence of the Board and the management in the plan and the Myer business. The 2023 results demonstrate the continuing momentum of the Customer First Plan, which we've talked to you about in previous years. This was first introduced in 2019 and remains the centerpiece of the company's strategy, underpinning a return to growth and relentlessly focusing on delivering for our customers and for our shareholders.

The plan encompasses all aspects of the business, and its disciplined execution by John and the leadership team continues to see progress in a range of key areas, some of which I'll touch on briefly now. Myer's multi-channel strength continues to be underpinned by investment in our online capability and range, with online sales up 163% since 2019, and now representing 20.5% of total sales in 2023. We remain committed to delivering Factory-to-Customer initiatives with our new national d istribution center in Melbourne, now in operational testing, and the new regional distribution center in Brisbane is scheduled to commence operations in 2024. These initiatives will ensure that we are stocking our stores in the most efficient way and increasing the speed of fulfillment of online orders and delivering further customer and shareholder value.

The development of the MYER one loyalty program has been a major focus in the strategy, recognizing the program's potential to differentiate Myer from our competitors. We've delivered significant growth in new and existing customers, greater engagement and value through improved rewards, personalization, and leveraging new and expanded partnerships with Commonwealth Bank, Virgin Australia, and American Express. In terms of adapting the Myer in-store experience, in addition to store refurbishments, we've also made improvements to the product offer and increased the use of technology in-store via the completed rollout of our new point-of-sale registers and Zebra mobility devices. These devices allow the team to serve customers more quickly and effectively and are transforming the customer and team member experience in-store.

Our customers have responded really positively to these improvements, with our customer service satisfaction score increasing to 83% in 2023, and a leading Net Promoter Score result for our online business. Myer was once again rated the eighth most trusted brand in Australia and Department Store of the Year in the Roy Morgan analysis. I'd like to briefly touch now on Myer's role in the community. Myer has a long-standing history of supporting local communities and is proud to partner with more than 58 charities across Australia annually. The Myer Community Fund raised over AUD 2.4 million in 2023, supporting children and families in Australia, including those experiencing family violence.

This year, with the support and generosity of our brand partners and the guests at our Myer’s Precious Metal Gala Ball, a new record was set with AUD 1.384 million raised, and the generosity on that night, I was there, was just incredible. These funds will support a range of charity partners nationally, including the Alannah and Madeline Foundation, to help children and young people who have experienced violence and trauma to recover, heal, and grow. Myer continues to progress and improve our sustainability program, focusing on key sustainability pillars across energy, packaging, waste, sustainable style, and ethical sourcing. As part of this, we continue to implement initiatives to reduce packaging, to divert waste from landfill, promote recycling, and support circular economy schemes.

We've commenced the transition away from plastic multi-use bags to paper shopping bags in Western Australia and Queensland, and we'll complete that rollout across the stores network by 2025. In relation to customers recycling unwanted clothes, we're offering a convenient place to drop off textiles through our partnership with the Salvation Army at selected stores. This initiative diverted 1.8 tons of textiles away from landfill in 2023, with plans again to expand this across our store network in 2024. Myer has developed Scope 1 and Scope 2 decarbonization roadmap, with work now underway on the Scope 3 targets. Total energy use is reducing, with initiatives such as LED lighting upgrades and a focus on energy efficiency at our new national distribution center.

Chadstone was one of the early stores with the LED upgrades, and the reduction in energy use in that store has been outstanding. Myer remains committed to conducting the business in an ethical and environmentally responsible manner and will continue to drive sustainable initiatives to improve our environmental performance and reduce our impacts where we operate. Now to board matters. During the second half of the year, we embarked on a process of considering further director candidates to complement the existing skills and experience of the Board, with a particular focus on the key elements of our Customer First Plan and future growth areas. As a key part of this process, the overall size of the Board, the continuing renewal, and the independence were also considerations.

The outcomes of this process we announced to the ASX on 9th of October, including the proposed addition of two outstanding new directors to the Board and my decision to retire as a director of the company with effect from the close of today's meeting. Now is the right time to transition to an outstanding new chairman, and we have previously announced that the Board has unanimously determined that my fellow director, Ari Mervis, will take over as the new chairman with effect from the conclusion of the meeting today. Ari is the right person to oversee the next stage of Myer's growth journey, and he will ensure stability and continuity, working well with the Myer executive team. Ari will be standing for re-election today as a director. He's been an excellent contributor to the Board, bringing deep commercial experience from many years in consumer-facing organizations.

Also standing, as I said earlier, for election as new independent non-executive directors today are Olivia Wirth and Dr. Gary Weiss, AM. We are pleased that two such well-credentialed candidates are standing for election as directors today with Myer. Gary brings a wealth of commercial experience across a broad range of industries, including specifically from Myer's perspective, retail and property. While Olivia brings significant expertise in a range of areas aligned to the key elements of Myer's Customer First Plan, including loyalty and customer experience. With your support today, the addition of Olivia and Gary will strongly complement the existing mix of skills, experience, and diversity and independence, and enable the Board to continue to focus on delivering value for shareholders. Each of the directors standing for election today will briefly speak to you when those resolutions are before you. Now to executive team matters.

The Board is well progressed in the search for a replacement CEO for John King, with interesting candidates emerging both locally and internationally. John has provided extraordinary leadership of the Myer team over the past five years in strengthening the business through the development and refinement and delivery of the Customer First Plan. This has been against a backdrop of, at times, very challenging trading conditions. However, John's focus on outcomes has been unwavering. In addition, Nigel Chadwick has advised he will be retiring from his role as Myer's Chief Financial Officer in early 2024. Nigel has made a very significant contribution and has been instrumental to the turnaround at Myer under the Customer First Plan. Nigel will be succeeded by Deputy CFO, Matt Jackman, with Matt's appointment to take effect from February 1, 2024.

Matt has been with the Myer business for over six years, having previously been in senior finance roles at Toll Group, after starting his career at KPMG. This appointment will ensure a smooth transition within the business. Can I take this opportunity to thank both John and Nigel for their significant contributions and leadership of the business over the past five years? Thank you. Being chairman of Myer has been a privilege, and I thank all shareholders as well as customers, team members, and brand partners for the trust that they placed in me during my time on the Board. It has been particularly rewarding to see the business stabilized and strengthened and focusing again on what is at the heart of the Myer brand, delivering every day for our customers. I look forward to watching the company continuing the positive momentum over the coming years.

It's been another strong year for the company, with our results demonstrating we have a resilient and agile business that is well-equipped to meet the demands of our evolving customer, with the right value-based proposition of affordable and aspirational brands, and a performing store and online offer underpinned by a leading loyalty program, providing greater value and choice for our customers. With the ongoing uncertainty in the economic outlook, we remain cautious. However, we are pleased with the momentum generated by the Customer First Plan. There is more to be done, but the Board is confident that the company is well-placed to meet the market volatility ahead and capitalize on those opportunities that exist. I'll now hand to John.

John King
CEO and Managing Director, Myer

Thanks, Jo, and good afternoon, everyone, and a welcome to shareholders who are here in person today. It's nice to see so many of you and also those who are joining us online. So to the agenda for today. I'll begin with an overview of the FY23 results and will then speak further on our Customer First Plan, which is the strategy we outlined in September 2018 and underpins everything that we do. And I'll conclude with an update on Christmas and current trade as well. So let me take you through some of the key financial highlights on slide 6.

We were pleased with the strength and quality of the earnings and the full year result, which despite the softer trading outcome in Q4 as a result of current economic conditions, showed continued profitability and a strong balance sheet, which provides a solid foundation for us to deliver our future plans and growth opportunities. Firstly, to our sales. Our growth has been very strong, up 12.5%, representing AUD 3.36 billion in sales, our highest since 2005, and this is despite the macroeconomic headwinds we had in Q4. We have a very powerful multi-channel offer, which remains strong and a key point of difference for us as Myer.

This is underpinned by our broad online offer, which now represents, as Joe said, 20.5% of total sales and provides our customers with choice in how they want to shop with Myer. We also saw a return to growth for online in the second half of about 3.2% year-on-year, as we flowed through the impacts of store closures and the pandemic throughout 2022. More importantly, this sales growth has translated to an even higher net profit after tax, up 18.2% on FY 2022, at AUD 71.1 million, demonstrating our relenting focus on profitable sales - unrelenting focus on profitable sales. Importantly, we continue to have strong balance sheet with AUD 120 million in net cash, while holding inventory flat year-on-year.

Finally, we were very pleased to be able to declare a finally fully franked dividend of AUD 0.01 per share, bringing the total dividend declared for FY 2023 to AUD 0.09 per share. During the financial year 2023, we distributed AUD 86 million of dividends to our shareholders. Most importantly, this demonstrates our confidence in our plan and the Myer business, and marks the biggest cash return to shareholders since financial year 2014. Moving to slide 7. As we said, best sales results since 2005. You can see from this first chart that our sales year, our full year total sales are up 12.5% since FY 2022, but also pleasingly up 12.4% from FY 2019, covering the COVID period.

This growth has been driven by the strength of our multi-channel offer, as customers have returned to stores after the closures in the first quarter of financial year 2022. Key to this was the improvement within our CBD stores, which contributed a 14.4% improvement on a comparable store basis, and they continue to gain momentum. Our online is continuing to scale and has pleasingly returned to growth in the second half after anniversarizing the lockdowns in FY 2022, and now sits at just under AUD 700 million of sales at AUD 691 million, or 20.5% of total sales. And importantly, our MYER one program continues to differentiate and underpin our performance, representing nearly 75% of our sales and increasing. I've mentioned this at previous AGMs, but it is important to restate.

Our merchandise offer has aggressively expanded into key brands and ranges that customers desire, and also contributed to the strong results which we have seen, and we'll talk about this a little bit later. Moving to slide 8, multi-channel continues to be a point of strength for us. It is clear online continues to be a strength of our business, delivering considerable scale and growth, as Joe said, up 163% since FY 2019, and in FY 2023 alone, delivered significant online market share growth. But it is not just about shopping online. The bottom line is that customers want to shop across multiple channels. They want to come to our stores, they want to buy from us online, they want experiences offered in store, and they want the ability to choose.

Our multi-channel offer has allowed us the ability to capture the opportunities that online pure plays simply cannot. With strong growth in our stores, a return to CBD growth, and a robust online business, providing synergies in both digital and physical environments is where we're at. And we know from looking at our data, that our multi-channel customer is more valuable, they spend more per customer, they are shopping more frequently, and they are more engaged with our brand than a single channel customer who shops only, either online or only shops in store. The ability to have online and in-store is complementary. It's our biggest shop window, with 59% of all customers visiting our website before they come in store, and vice versa, almost a quarter visit in store before they make an online purchase.

We also have an increasing number of customers electing to Click and Collect their purchase, or their online purchase in a store, which again gives us the opportunity to sell more to them once they're in the store. This is a great point of difference, and we have as a multi-channel retailer, and a key focus of our customer, Customer First Plan, and this is a key focus of our Customer First Plan. Moving on to slide 9, the MYER one program. I mean, loyalty for us contributes to greater contribution and commercialization benefits, and we're only just starting this journey, really. The MYER one program continues to deliver strong growth across all metrics, hitting our highest numbers since public listing in 2009. The program now stands at over 7.3 million contactable digital members, up 10 point...

10% year-on-year, which demonstrates the work we've been doing to build engagement and acquisition. There have been 720,000 new members, new MYER one members in FY 2023, up 21.4% year-on-year, making it one of Australia's largest retail loyalty programs. Pleasingly, we are continuing to see a significant shift to a younger demographic engaging with and using the MYER one program. Importantly, one of the key areas when we assess the power of our loyalty program is not the top line number, but the number of customers who are engaged with us as active customers, meaning those who have spent in the last twelve months. This represents 4.2 million unique active customers, up 13.5% year-on-year.

The role of first-party data is incredibly important in today's marketplace, and we have reaped the benefits from our MYER one, MYER one program with over nearly 75% of all purchases using a MYER one card, up 330 basis points on last year. We continue to add enhanced analytics capability and AI and machine learning models, which are driving greater CRM benefits and providing a strong platform for personalization at a scale which we expect to drive greater value for us into FY 2024. We also have the new and expanding partnerships with Amex, Virgin, and CommBank, driving significant customer growth and revenue opportunities for Myer. We know that access to points, especially in the current economic environment, is increasingly important to customers.

MYER one will continue to underpin growth for our business as we leverage better insights to inform our business decisions, deliver greater insight and support for our partners, providing a strong and actionable database to commercialize further and deepen the connection with our most loyal customers. Moving to slide 10. Touched on merchandise earlier on. We continue to deepen the relationships with our key brand partners. This secures greater investment from them, exclusive product, and Myer-only ranges. As an example, our top 20 brands in FY 2023 have seen a 35% increase in sales since FY 2019, almost three times greater than total sales growth.

You'll see from the chart, the second one down there, that we have a balanced merchandise model across all key categories, so we are less reliant now on seasonal fashion categories, which improves resilience in uncertain times and gives us the ability to flex based on the changing consumer demand. This focus on rebalancing our merchandise offer has seen a greater focus on core ranges, with a 26% reduction in options since FY 2019, which provides us greater opportunity for brand depth when required, but also space for the introduction of new brand propositions. In FY 2023, we did just that, delivering significant new brands at a scale that resonate with our customer. Most recently demonstrated with the Country Road Group of brands coming back to Myer and already proving very popular with our customers.

Also, the introduction of brands like Bendon and introduction of exclusive brands like American Eagle and many more. And equally, we remain disciplined in our inventory management. For FY 2023, we remained flat despite the volatility of the year, and we have a significantly lower level of age stock versus FY 2019, allowing our customers greater ability to shop into the newness. Moving on to Slide 11. This Customer First Plan has delivered significant value, and also it continues to evolve. It's a never-ending plan. All we do is change the emphasis as we move in from year to year, and we look at the trading conditions around us. As mentioned, the Customer First Plan was introduced in FY 2019 and continues to deliver strong momentum in FY 2023.

It has yielded significant improvements to all aspects of Myer, allowing us to not only turn the business around, but emerge from the pandemic in a much stronger position. This progress has demonstrable and tangible improvements in all our key metrics since its inception in FY 2019. Continuing to accelerate online, building scale, and leveraging our multi-channel offer. In our factory-to-customer element, we're introducing the new n ational d istribution c enter in FY 2024, with operational testing underway. The NDC will provide significant benefits to supply chain online fulfillment and to our customers. In terms of stores, the in-store experience, we've increased investment in new store layouts and technology solutions to deliver improved customer experience, whilst all the time strategically rightsizing our space, reducing our space, reducing our rent.

The refocus on merchandise, we have a healthy inventory profile, improved stock turn, making the big brands bigger and turbocharging key categories, but also the introduction of those new brands, like the Country Road Group of brands, to further strengthen our proposition. We will build on this through our key strengths, ensuring a strong value proposition, which we call Good Better Best, through our MYER one program, with greater rewards, ensuring customers choose Myer over our competitors. Finally, the strengthening of our balance sheet allows continued investment and execution on our plan, which I can assure you, every team member remains focused on. The delivery of this program will continue to underpin the future growth of this business and allow us to further unlock greater shareholder value.

It also has us well-placed in FY 2024, with a series of major initiatives landing to underpin sales and profitability. All of this has contributed to Myer being now in the top 10 most trusted brands in Australia at number eight. Moving on to Slide 12. We have a strong pipeline, as I said, coming through in FY 2024. We have reintroduced and invested in Australia's most desirable brands, including the Country Road Group. Coming back to Myer, we've reintroduced all their brands back into Myer, completing installations for Country Road Women's, Men's, Kids, and Home, as well as Mimco, Trenery, Politix, and Witchery, a total of 83 shop-in-shop installations, with the brands also online and way more to come...

We've also seen the expansion of Seed, Unison, and Commonry, which are showing strong early momentum and resonance with our customers, with new shop-in-shops and an expanded online offer. Our NDC is now operational, and we will be scaling it through 2024 and into 2025, and this will deliver strong benefits to customer online fulfillment, increasing profitability for the company, and this will optimize our supply chain. We've invested in technology to drive the in-store experience, delivering nearly 2,500 new point-of-sale devices to all stores, providing real-time transaction details for customers, three times faster than the old ones. Also, the communication devices, we call them Zebras, the mobility devices, we've rolled out 3,750. This allows our team members to be in constant contact and be able to transact and find stock quicker on the floor.

We're also continuing to develop our leading team member app, which we call M-Metrics, which provides greater customer and brand analytics straight to our operators, our shop floor people's phones. We have continued with targeted and strategic refurbishments, as well as space optimizations, with major refurbishments completed in Chermside, Tea Tree Plaza, Marion, and Ballarat. We've also done a bit of work in Melbourne on menswear and on the beauty floor and on womenswear, so I'd encourage you to have a look. And finally, we are continuing to invest in partnership, Pay with P oints and loyalty programs to drive greater value for customers and additional revenue opportunities for the company, which provide a strong point of difference to shop at Myer. Now to Slide 13. We believe our transformation is well placed in the current environment. We've repositioned the business, underpinned by the Customer First Plan.

We've transformed customer satisfaction and brand trust. We've reframed the merchandise strategy. We've undertaken strategic floor space reductions, and we've executed a multi-channel step change. We've strengthened the balance sheet, refinanced debt facilities, and built a strong cash position. We have unique strengths to provide customer value and a reason to shop with us. We have a market-leading loyalty program in MYER one, we have leading multi-channel capabilities, and we have Australia's broadest merchandise offer, with less reliance on seasonal trends. In the last box, we're continuing to invest strongly behind the long-term value levers. Our national DC investment will drive considerable savings and enhance the multi-channel customer experience. As we said, we've undertaken key brand expansions and introductions. In the last 12 months alone, we've undertaken AUD 35 million of system productivity and technology investments.

We've created a strong platform business of Marketplace and DSV, which is Dropship Vendor, to leverage additional sales. It is for these reasons that Myer is a more robust and resilient business than when we started this journey on the Customer First Plan, and we believe is well placed and positioned to face the changing economic environment. Moving on to Slide 14. Before we conclude, we wanted to provide an update on current trade. It is clear the broader macroeconomic factors have had an impact on the wider retail environment. While we've seen improvement in the last seven weeks of the quarter, our department store like-for-like Q1 sales for the first quarter are -0.9%. We were at -1.9% when we last talked to you.

But we remain very cautious of these macroeconomic headwinds, especially with the interest rate rise this week, and therefore, we will continue to retain a strong focus on profitable sales, cash, and cost. Moving on to the key trade period. We are well placed for the Christmas peak, more importantly, the Black Friday peak before that, which we believe will be probably even bigger than Christmas. We've developed strong plans across in-store and online to capitalize on both Christmas and Black Friday periods. Our exciting new Christmas campaign is now launched. Our stores have been set up superbly. Every store is ready, plenty of stock ready to go. We're in a great place for stock across key sellers and those gift-giving categories, which we're known for.

We are focused, have strong investment plans in place throughout peak, and especially Black Friday, in order to capitalize on demand, which we believe will come early this year. We will continue to create more value for our customers through our MYER one and our strategic partnerships, with specific opportunities to MYER one customers only across that peak period. Myer's, Myer Melbourne's iconic Christmas windows will launch this weekend, so I welcome you to join us on Sunday at 11 o'clock. It's a very exciting, iconic experience, that these windows, my sixth, I reckon they're the best we've done in the last six years and maybe even, maybe even longer. Finally, we will demonstrate, once again, that we are the one-stop shop for Christmas, for everything Christmas, and the leading destination for gifting, with Santaland, Giftoriums, and personalization experiences being showcased nationally.

In conclusion, Slide 16. Thank you. Our Customer First Plan has been and continues to be the right plan and has underpinned our growth momentum in FY 2023, with significant initiatives to be delivered in FY 2024. Our investment in new brands, technology, our multi-channel capability, supply chain, and stores will continue to drive greater customer and commercial impact. We'll also continue to provide deeper customer value at a time when customers are really gonna need it, through loyalty and Pay with P oints partnerships, again, providing us a key point of difference against the competition. Importantly, we are focused and well prepared, with a clear plan to capitalize on the Christmas peak trading period and the remainder of the year, despite the uncertain economic outlook.

With the indulgence of the room, as it is my last AGM, I'd also like to acknowledge my colleague, Nigel Chadwick, who has been instrumental in the work to transform the business of the contribution he has made to the business as our outgoing CFO, and I look forward to working with Matt when he takes over. I'd also like to acknowledge Jo. We've had a great relationship, a strong and cohesive relationship with Jo and the Board, and I thank Jo for her leadership during what have been some pretty challenging periods, particularly through COVID. Finally, I want to thank all our shareholders, our team members and brand partners, but above all, our customers, for their ongoing loyalty to this great business.

On a personal note, it's been a privilege to be CEO of this great company, and I want to personally thank all my colleagues, shareholders and brand partners for their support. I'm proud of what we have collectively achieved and look forward to chatting further with you following the meeting. Thank you. Over to Jo.

JoAnne Stephenson
Chairman, Myer

Thank you, John. Fantastic. All right, we'll now move to the rest of the formal agenda of today's meeting. The remaining items of business to be covered are now shown on the screen, and I now formally propose each of the resolutions, which are specified in the notice of meeting. You'll bear with me now. There are some procedural things that I need to go through with you. Voting on each of these items of business will be by way of poll. Tim Farage of Link Market Services is appointed as our Returning Officer for the purpose of the polls. Item 5, which is the adoption of the Remuneration Report, is a non-binding resolution. Items 3, 4 A, 4 B, and 6 are ordinary resolutions, which require a simple majority of the votes cast.

As I mentioned earlier, the poll is now open and will remain open until five minutes after the formal close of today's meeting. If you wish to leave the meeting, please ensure that you vote before doing so. Following the discussion of each agenda item, we'll display on the screens the votes that have been received for and against that item, as well as the number of shareholders that voted on the resolution. These details have also been lodged with the ASX at the commencement of the meeting today. The voting restrictions for all items are included in the voting restrictions section in the notice of the meeting. When voting on a poll, proxy holders must vote as directed, subject to any applicable voting restrictions.

Any directed proxies that are not voted at the meeting will automatically default to the chairman, and I'm required to vote those proxies as they are directed. Subject to any applicable voting restrictions, the Board recommends that shareholders vote in favor of items 3, 4A, 4B, and 5. The Board recommends that shareholders vote against item 6, should this Spill R esolution be considered at this meeting. Any open proxies that have appointed me as the chairman of the meeting or any of the company's directors will be voted in favor of items of business 3, 4A, 4B, and 5, and against item 6. Just a few further procedural matters that I'll work through relating to your participation in this meeting. Only shareholders, proxy holders, or appointed representatives are entitled to speak or vote at the meeting.

Only shareholders who are entitled to vote at this meeting may cast a direct vote on a resolution. For those attending the meeting in person, you can cast your vote by filling out a voting card that you would have received when you registered on arrival. If you've got any questions on that voting, please see a Link Market Services team member at the registration desk, which was as you came in. For those participating on the meeting via the online platform, you can cast your direct vote using the electronic voting card that you received when you validated the registration. In terms of the Q&A process, for those attending the meeting in person here today, you would have been given an attendance card when you registered on arrival.

So anyone with a yellow or blue card who wishes to speak, please make your way to the microphone at the appropriate time and identify yourselves before asking your question. So we have microphones at the front of the room here, and I'll point these out again to you later, and then one at the back of the room. For those who are participating via our online platform, you will be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab, and follow the instructions on the platform. A facility has also been made available for shareholders not physically in attendance to ask verbal questions during the meeting. In order to do so, you can select the Ask a Question tab and select Go to Webphone.

Type in your name, hit the green Call button, or please follow the steps in the virtual meeting online guide to ask a verbal question. A reminder also that shareholders can ask questions of our auditors today, and as I said earlier, Alison Milner from PwC is available to respond to questions which are relevant to the conduct of the audit and content of the auditor's report. Any questions on the financial statements themselves will be addressed by the directors or management. With respect to the Q&A process, it is my duty as chairman to allow a reasonable opportunity for shareholders as a whole at the meeting to ask questions. Where it's not possible to answer all questions, we'll endeavor to answer as many as possible and to ensure that the most commonly asked questions and issues are answered....

Our EGM of property, Tim Clark, who you saw earlier, will assist me with this part of the meeting. He'll read out any questions that have been submitted online. All right, procedure is done. Let's go to the items of business. So I'll now introduce the remaining items of business on the meeting agenda. Item 2 is the financial statements and reports. This second item of business is to receive and consider Myer's financial statements and reports for the period ended the 29th of July, 2023, and the reports of the directors and the auditor. The statements and reports were released by the company on the ASX on the 14th of September and are included in the 2023 Annual R eport, which was released by the company on the 9th of October. We'll now turn to questions on this item.

I thought before we went to questions in the room and online, because there were some issues raised overnight and some commentary around the succession process within the business of Chair, CEO, and CFO, that I might just spend a couple of moments and share a little bit more detail for the benefit of all shareholders. I might start with the chairman's position, which was the latest announced in relation to my retirement. After seven years and a stabilized operating company, and also the refreshing that we've done in terms of the Board, it is the right time to do a transition of chairman. There are a number of reasons for that. In Ari, you know, we have a very experienced, very well-credentialed director who has the capacity and is very willing to step into the chair role.

He's been with the Board for more than two years and has made a very significant contribution. He has the support, unanimous support of the full Board and indeed the support of all of our large shareholders. With seven months left of the 12-month notice period, Ari has the ability to work with John in and on the business, and also will take the leadership from here of the search process for our new CEO. He, with the rest of the Board, will own that selection and appointment of the new CEO. He'll have then the chance to work seamlessly with John in transitioning that new CEO into the business. In addition to that, with the additions to the Board and the skills and experience which are on the Board, we have a very strong group of people who are actually directors within this organization.

We have a mix of great skills in terms of our Customer First Plan and the strategy, and we have the balance of corporate memory with Dave and Jacquie, as well as new and fresh ideas with Terry, who's been with us on the Board for a year, and also with Gary and Olivia coming into the Board. These things are always items of judgment, but we believe this is the right time to make that transition for the next phase of growth of Myer. I've spoken already about the transition to Matt Jackman as the CFO. You know, we have a very good run into February, March next year, with Nigel still in the business. Matt will be appointed at the half at the first of February. Matt has been on the succession horizon for the Board for a number of years.

He's a high performer, and you know, he's had the opportunity of engagement and visibility at the Board for a number of years, and indeed in more recent years, visibility and engagement with our shareholders, the investment community, our financiers and other stakeholders. And then on the CEO succession, we've had 12 months notice from John. That has given the Board a long period of time, the required period of time, to work through a comprehensive search process. John. In John, you can see today we have an energetic, engaged CEO who's really committed to delivering, you know, a strong outcome for 2024. I can assure you he's very engaged also in the search process. He's as focused as the Board is on getting the right person into that CEO role. We achieved that with John.

We're determined as a Board to achieve that with the next CEO. You know, the Board's focus and priority is very much navigating our way through these current trading conditions, but also achieving that excellent outcome in terms of the next CEO. All right, so let me then move on to other questions which may have been asked by shareholders before the meeting. I'll go to a couple that we have before the meeting, but in the meantime, if you have a question in the room, if you could just sort of move to the end or put your hands up. We'll certainly have microphones come up to you if you'd like to ask a question, or there is a microphone at the back of the room. But Tim, can you start us off with the questions we've received before the meeting?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Thank you, Chairman. We've received two questions relating to The Voice, so I'll read them together. The first question is from Christina and Jeff Copeland and reads: Why did Myer donate money to the Yes campaign for The Voice without asking shareholders first? Please, can you advise how this donation has benefited me as a shareholder? And the second question is from Catherine Cod and reads: Given the Myer Foundation's large pledge of money to just one side of the Voice referendum, can the Board advise what value this donation gave to shareholders and employees, and will Myer continue to support various political issues going forward?

JoAnne Stephenson
Chairman, Myer

Thanks for that, Tim. So what I can confirm today is that Myer and Myer Community Fund made no donation to either side of the Voice campaign. I'd probably distinguish the Myer Community Fund from potentially the Myer Family Foundation, but there was no financial commitment or payment made by Myer or our community fund to anything to do with The Voice. We did not take a position on The Voice, but we did encourage our employees to be informed so that they went into the referendum with information to allow them to take a decision. But I can confirm no payments were made. All right, I will take questions now from the floor. Thank you. Do you mind taking the microphone? Thank you. Thanks for that. Thank you.

Speaker 10

Edmund Carew. C-A-R-E-W, E-D-M-U-N-D. Carew, C-A-R-E-W. C-A-R-E-W.

Speaker 9

Chairman, may I introduce Edmund Carew?

JoAnne Stephenson
Chairman, Myer

Thank you, Mr. Carew.

Speaker 10

Chair, congratulations on the result. Could I just ask, has the Board conducted a risk analysis of the Federal Labor Government's employment bill, especially in relation to its potential ramifications for casual employees?

JoAnne Stephenson
Chairman, Myer

Yes. So, in fact, Dan, who's our head of people, you know, has spoken to us about the changes in terms of casual workers within the workforce and has presented a paper at a board meeting in relation to those changes. So thank you. Yes, we have. We're aware of those and are ready to go with those. Mm-hmm. Thank you. Have any other questions in the room? I might turn to-

Speaker 10

Mr. Carew.

JoAnne Stephenson
Chairman, Myer

Oh, sorry, Mr. Carew.

Speaker 10

Yeah, just in relation to the current industrial dispute affecting DP World port operations around Australia, has the company incurred any delays in receiving TEUs that are affecting Christmas logistics and availability of stock?

JoAnne Stephenson
Chairman, Myer

Thanks very much for that question. I'll get John to answer.

John King
CEO and Managing Director, Myer

I'll answer that if my mic's on. Yep. No, we haven't not as yet. Although we've got all our Christmas in. We had a feeling this would happen because we have these shenanigans every year around peak time. It's the typical sort of ploy of the unions. So we decided to bring in our Black Friday and our Christmas product in earlier. So we're in a good state and I'm just looking at head of supply chain here, Tony Carr, who's saying we're all good. So I know for a fact we are, and we were waiting for it to happen because it always happens every year, a bit like Christmas. But gift that keeps on giving. But no, we're in good shape. Thank you. Great question.

JoAnne Stephenson
Chairman, Myer

Thanks for the question, Mr. Carew. All right, we might go to other questions that have been submitted online. Tim, do we have any other questions online?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Thank you, Chairman. Yes, we do. The following question has been asked by Stephen Mayne regarding general business: Terry McCartney was elected to the Myer Board 12 months ago, despite being opposed by the rest of the directors. Could Terry please comment on how he personally worked to mend these fences, and also whether Premier Investments, which he represents on this board, is planning to buy any more shares? Could the incoming chair also comment on how he felt Terry contributed to the Board over the past 12 months?

JoAnne Stephenson
Chairman, Myer

Thanks for that question, Mr. Mayne, and I will pass to Terry and Ari, specifically in a moment, in terms of those parts of the question. But could I just start by saying that, first of all, the Board did not oppose Terry's appointment as a director last year. The Board took a position of no recommendation, something I don't think had been done previously, but we did not make a recommendation in relation to Terry's appointment to the Board. And you know, if I could just say before Terry makes a comment, that, as the chairman of the company, and I know that other directors would say the same thing, two things: We've enjoyed working very much with Terry.

His retail experience has been to the fore, and he has made a great contribution through this last year. But let me on a couple of those specific points, Terry, would you like to take the-

Terry McCartney
Non-Executive Director, Myer

Sure.

JoAnne Stephenson
Chairman, Myer

Yeah.

Terry McCartney
Non-Executive Director, Myer

Sure. I, as I said at the last AGM, I haven't come in to change the strategy. I came in, I said that John had done an excellent job with regard to putting it back on the right keel, and so I've spent a lot of time with the Board and executives going through the strategy, and so I haven't, I haven't been a, a full stop to it. I've been encouraging it, and I've worked with the Board. I haven't been someone that has been a, a stop to what is the strategy of the business. So, Mr. Mayne, no, I've, I've been collectively involved with the Board and the strategies.

JoAnne Stephenson
Chairman, Myer

Thanks, Terry. Ari, do you want to just take the last bit specifically directed to you? Yep.

Ari Mervis
Independent Non-Executive Director, Myer

Thanks, Jo, and good afternoon, everybody, and, Steven, thank you for that question. I'd certainly endorse what JoAnne has said about Terry's valuable contribution to the Board over the last 12 months. Actively engaged, available, accessible, and very much up to speed with the business, given his experience and knowledge. Terry also forms part of the subcommittee that is actively advancing the search for a replacement for John and is making an enormous contribution in that area also. So Steven, from the Board's perspective and from my perspective, a very positive and engaging position that we find ourselves in.

JoAnne Stephenson
Chairman, Myer

Thank you. Tim, any other questions that we have online?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

I have one more online question, Chairman. And this is from Stephen Mayne regarding general business: Thank you to JoAnne Stephenson for her seven years of service on the Board, the last three as chair during the very difficult COVID period.

It is always helpful for investors to have access to some exit perspectives from retiring independent directors, particularly chairs. In her final contribution as a Myer director, could JoAnne please comment on what she regards as the best decisions Myer made during her time on the Board, and does she have any regrets?

JoAnne Stephenson
Chairman, Myer

Great question, Mr. Mayne. Thank you for that. Yes, I will make a couple of comments. Best decision made by the Board, recruiting the guy on my left, who really knew what he was doing in this, in this business, and supporting John and his team in terms of putting that Customer First Plan together. You know, I really think that is what we've seen in terms of the turnaround of this business. I would also call out that I think, a decision that we took in the middle of COVID to go with a financing arrangement, and both John and Nigel were really a part of this, that was particularly suited to a retailer.

You know, I think it was a pretty gutsy decision in the middle of COVID, but it really made sense, you know, in terms of the retail business. I don't think it's great to talk about regrets on your way out, so I might just leave that last part of the question I've given you to, which I think are good decisions, Stephen. Thank you for that. So Tim, anything else online?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

There are no online questions, and there are no telephone questions either relating to this item.

JoAnne Stephenson
Chairman, Myer

Okay, thank you, Tim. And I'm just going to... I've got a couple of things in my way in terms of looking at the room, but if there are any other questions in the room, please feel free to just put your hand up and we'll get a mic to you. There's one in the middle here. That's a good challenge, right in the middle, sir, for a question.

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Chairman, may I introduce shareholder Alexander Romanov Hughes.

JoAnne Stephenson
Chairman, Myer

Thank you, Mr. Hughes.

Speaker 11

The Myer is showing an increasing reliance on internet sales, and I was wondering how they coped with yesterday's outage by Optus, and do they have any sort of contingency plans for any future disruptions?

JoAnne Stephenson
Chairman, Myer

Thank you. Great question in the context of what happened yesterday. And in fact, we were in a board meeting yesterday, and at the beginning of that, John was making sure that EFTPOS terminals and so on in the store were working. So I think I might, perhaps just get, John to answer the, the internet stage of that question. But certainly one of the things we've very much been focusing on is cybersecurity in terms of our internet, online sales business, and very focused on, you know, the security of our systems as are other large organizations. John, did you want to add anything?

John King
CEO and Managing Director, Myer

Yeah, thank you very much. Good question. I think it was two parts to that. I deal with the first part about our reliance on online sales. As we said, it's about 20.5%, so we still have nearly 80% of our sales through our stores. I do believe that online piece will increase. If I look at where I was working last before I came here, online was about 40% of our sales. We were a department store in America. I would say that online will continue to grow. We make sure that we have robust procedures around where we think disruption might occur from a cyber perspective.

We didn't see any disruption yesterday, particularly in our stores, because obviously we're using telco lines to actually, you know, transact, whether it's credit card or whatever. We didn't see any issues yesterday in our stores. But we certainly are testing, as we speak, doomsday scenarios around disruption, particularly in the Black Friday and the Christmas period. But I think our systems and our checks and balances are robust enough for us to get through. I don't know, Nigel, if you want to add anything from an IT perspective.

Nigel Chadwick
CFO, Myer

Yeah, thanks, John. We do a lot of, obviously, penetration testing and those types of things at this time of year, to make sure that the systems are secure. However, there's always more that can be done because as quickly as we can move, the people who try and perpetrate the frauds, et cetera, are moving just as quickly. We'll be deploying multifactor a uthentication into our, MYER one and, online systems in the new year, which will add an extra layer of security so that it stops people from, coming in and stealing people's credentials. And in most cases, we've got triple redundancy backup for the telecommunications lines and the, data centers that we've got in place.

JoAnne Stephenson
Chairman, Myer

Thanks both John and Nigel, for that. I'll just add one more thing, sir, that we try and look at these other incidents and learn from those. We Medibank Private were quite generous in terms of sharing their lessons and came to the Board and talked to us at Myer, at our invitation in relation to those lessons, and that did make us look at what our planning was for this sort of, sort of incident. But it's a great question in today's environment. Thank you.

Speaker 11

Go online.

John King
CEO and Managing Director, Myer

We'll comment on the last session.

JoAnne Stephenson
Chairman, Myer

We have-

John King
CEO and Managing Director, Myer

No.

JoAnne Stephenson
Chairman, Myer

No.

John King
CEO and Managing Director, Myer

Online?

JoAnne Stephenson
Chairman, Myer

I don't think, I'm just confirming there are no more online or telephone questions, Tim, am I right?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

No further questions online.

JoAnne Stephenson
Chairman, Myer

Great. All right. Thank you very much. I'll just move on to, per the notice of meeting, to item 3, the re-election of one of our directors. So Resolution 3 is that Ari Mervis, who retires in accordance with Rule 8.1D of the company's constitution, and being eligible, offers himself for re-election be elected as a director of the company. The proxy and direct votes received prior to this meeting are now shown on the screen. In relation to this resolution, I confirm that the Board, excluding Ari, unanimously supports his re-election and recommends that shareholders vote in favor of this resolution. I will now hand to Ari to speak briefly about his credentials and experience. Thanks, Ari.

Ari Mervis
Independent Non-Executive Director, Myer

Thanks, Jo. And thank you also to all the shareholders who are participating here today and online. For those that I've not yet had the opportunity to meet, my name is Ari Mervis, and I've been an independent non-executive director of Myer since September 2021, and I'm also a member of the Audit, Finance and Risk Committee, as well as the Nominations Committee. Since my appointment, I've had the pleasure of working with a cohesive and aligned Board led by JoAnne, as well as an outstanding executive team led by John, as the company has continued to make significant strides through the implementation of the Customer First Plan.

There is, of course, much more to be done, and if I am re-elected, it will not only be a tremendous honor to assume the role of chairman, but also a great opportunity for me to lead the Board as we continue to build on the momentum of the past few years. In doing so, my focus, as always, will be on driving enduring strategies that deliver profitable top-line revenue growth and realize value for all our stakeholders. By way of background, the majority of my executive career was spent in fast-moving consumer goods companies, originally in South Africa, and then spending several years in Swaziland, Russia, Sydney, Hong Kong, and finally Melbourne, which we now call home. As a non-executive director, I'm currently an independent non-executive director and chairman of the ASX-listed McPherson's Limited, which specializes in wellness and beauty.

McPherson's has a large customer base, serving over 5,000 retail outlets. I've previously been a director and chairman of joint ventures, as well as a director of listed and unlisted companies in countries including China, Hong Kong, India, Vietnam, and Australia, and have also been a director of Melbourne Business School for several years. Finally, and with the indulgence of this meeting, I would like to take the opportunity to thank JoAnne for the significant contribution that she had made to the Myer business, ensuring stability and strong leadership during what has been some challenging and unprecedented times. JoAnne has led this Board with resolute professionalism and has worked closely with John and the team in navigating the business through these times, delivering a stronger Myer and reinstating shareholders with dividends.

I thank you again for attending today and hope that I can rely on you to support my nomination.

JoAnne Stephenson
Chairman, Myer

Thanks, Ari. So we'll take a couple of questions that have come through, I think, and thank you for that. Can I check first in the room? Are there any questions in the room for me or for Ari in relation to his election?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

No.

JoAnne Stephenson
Chairman, Myer

I can't see any hands, but please put it up higher while I go to online, and I will come back to you. So I'll turn to any other questions that have been submitted either before the meeting or online. Tim?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Thank you, Chairman. The following question has been asked by Stephen Mayne regarding the re-election of Mr. Ari Mervis as a director: Why does Solomon Lew support Ari to be our chair and not JoAnne Stephenson? Could Ari please provide a full history of his past engagements in dealing with our largest shareholder, and whether he has made any commitments to Premier Investments in exchange for their voting support today and their support for his appointment as Myer's new independent chair?

Ari Mervis
Independent Non-Executive Director, Myer

Thanks, Stephen.

JoAnne Stephenson
Chairman, Myer

Can I, can I just make a comment, Ari, before you jump in there? Could I just make the comment, Stephen, that clearly my decision today is my decision. And to start Ari off in his discussion, in answer to those questions, I introduced Ari to Mr. Lew, you know, as part of this transition process. And we've had, as we do with all of our large shareholders, we've had a number of meetings together with Mr. Lew. But Ari, over to you.

Ari Mervis
Independent Non-Executive Director, Myer

Thanks, JoAnne. Sorry for jumping in there. So I think the first part of the question, if I got it correctly, I think you should be addressing Stephen to Premier and to Solomon Lew around his voting directions. I certainly can't answer that and wouldn't try and answer that. As regards to my full history, as JoAnne has said, the first time that I formally met Solomon Lew was in my capacity as a director of Myer a few months ago, and I've had several meetings, constructive meetings with him since then. And the third part, which I find quite curious, but, neither Solomon Lew asked, nor did I offer any specific commitments or any commitments whatsoever, save for trying to maximize the performance of the company and acting in the best interest of all shareholders.

JoAnne Stephenson
Chairman, Myer

Thanks, Ari. Tim, do you have other questions online?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

I do have another question.

It's just popping up now, Chairman.

JoAnne Stephenson
Chairman, Myer

Okay.

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Here it is. Asked also by Stephen Mayne.

Regarding the re-election of Mr. Ari Mervis as director. Under Chair JoAnne Stephenson, Myer has embraced best practice AGM transparency, holding hybrid meetings, following the agenda, not censoring online questions, revealing the proxies before the meeting, and detailing the voting results by way of shares and shareholders, like with the scheme of arrangement. Premier Investments does none of this, which is typical of public companies controlled by billionaires. As the new chair, will Ari commit to retaining Myer's current AGM best practice, even if it annoys Premier and Mr. Lew?

Ari Mervis
Independent Non-Executive Director, Myer

Stephen, again, thank you for that question, and again, I'll direct you to the answer I made at the beginning of my last question, which if you've got any questions for, with regards to how Premier or any other companies manage their meetings, I would suggest that best directed there, as I can't comment on those. There have been no discussions around the Myer Board table of changing the way we conduct our meetings, and it's our intention to continue the way we have been.

JoAnne Stephenson
Chairman, Myer

Thanks, Ari. Thanks for that question, Stephen. Tim, do you have other questions, either online or over the phone?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

There are no further online nor telephone questions relating to this item.

JoAnne Stephenson
Chairman, Myer

Okay, thank you. I'm going to give the room and shareholders in the room another chance. Okay, thank you very much for that. All right, it is now time to move to item 4, which is the election of new directors, items 4A and 4B. If elected by the shareholders, Dr. Weiss and Ms. Wirth will be appointed as directors of the company with effect from the end of today's meeting. Turning firstly to Resolution 4A, which is that Dr. Gary Weiss AM, having been nominated by the Board for election, pursuant to clause 8.1(k)(2) of the Company's Constitution, be appointed as a director of Myer Holdings Limited, with effect from the end of this meeting. The proxy and direct votes received prior to this meeting are now shown on the screen behind me.

In relation to this resolution, I confirm that the Board unanimously supports Gary's election and recommends that shareholders vote in favor of this resolution. I will now ask Gary to speak to the meeting regarding his credentials and expertise. Gary?

Gary Weiss AM
Non-Executive Director, Myer

Thank you, Jo, and good afternoon, everyone. My name is Gary Weiss. My background and experience is set out on page 10 of the notice of meeting. As you will see, I've had a background in the law and I've had extensive global, and commercial experience across a range of industries, both at executive and board levels. More particularly in terms of Myer, I've had significant exposure to and involvement in the retail and textile industries in Australia and overseas for over 30 years. I was closely involved in the acquisition of Woolworths by Industrial Equity Limited back in the 1980s. I have been a director of Premier Investments Limited and have also, been a director of Westfield Group and a number of its related entities. Relevantly, too, I was also Chair of Coats Group PLC for nearly 10 years.

Coats is the largest supplier of thread to the global apparel and footwear industry, and for those of you interested in trivia, over 20% of all garments and over 30% of all sports shoes produced annually worldwide are made with Coats thread. This role gave me great visibility into the supply chains which underpin the, both the supply and the retailing of textiles and footwear globally. If elected today, I look forward to making a positive and constructive contribution to Myer for the benefit of all shareholders. Thank you.

JoAnne Stephenson
Chairman, Myer

Okay, so Tim, perhaps we just go to questions from you first while I suss out if there are questions in the room here.

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Thank you, Chairman. There has been an online question, and it's been asked by Stephen Mayne regarding 4A, the election of Dr. Weiss AM as a director. Given that Gary was previously served as a director of Premier Investments, why is he being presented here as an independent director when he has a past association with Premier? Could Gary please detail the full history of his relationship with Solomon Lew, and is he surprised by the 18.5% proxy protest vote against his election today? Does he recognize this as a workload protest, and will he address this concern?

JoAnne Stephenson
Chairman, Myer

Thanks, Stephen, for those, that multi-banger question, but thank you for that. I'm just going to address two parts of that from the Myer Board perspective, and then I'll ask Gary to comment on a couple of those as well. So firstly, in terms of Gary's independence, we have assessed that against both the Myer policy, the ASX guidelines. It has been some time since Gary has been a member of the Premier Investments board, and we are very comfortable, and he has confirmed as well, as has Olivia, independence in terms of those definitions. In relation to Gary's workload, I will just take that as well. That is something that Gary and I spoke about through this process, and I'm sure that he will speak about where the Estia transaction is at the moment.

He's a professional director who is used to carrying workload and would not take on this role, in my view, unless he was confident in terms of that capacity to contribute. But Gary, would you like to make a couple of comments?

Gary Weiss AM
Non-Executive Director, Myer

Thank you, Jo. I was the non-executive, independent director of Premier Investments, for a lengthy period of time. I stepped down from the Board of Premier in 2018, so that's some five years ago since that occurred. In terms of my workload, yes, that's been a recurring issue with a number of the proxy advisors. And I think Stephen is well aware that my board commitments are going to change, having regard to a number of transactions in the marketplace. And I would not accept this role, nor do I accept any other role, unless I believe I can make a at the appropriate time and effort to make a worthwhile and meaningful contribution to any board on which I serve.

JoAnne Stephenson
Chairman, Myer

I don't think I see any hands once again in the room. Tim, can I just confirm, do you have any other questions online or by phone?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

There are no further online questions, and there are no telephone questions relating to this item.

JoAnne Stephenson
Chairman, Myer

Thank you very much. Thanks, Gary. All right, thank you. So we're now going to move to Resolution 4B, which is that Ms. Olivia Wirth, having been nominated by the Board for election pursuant to clause 8.1(k)(2) of the company's constitution, be appointed as a director of Myer Holdings Limited, with effect from the end of this meeting. The proxy and direct votes received prior to this meeting are now shown on the screen. In relation again to this resolution, I confirm that the Board unanimously supports Olivia's election and recommends that shareholders vote in favor of this resolution. Before I ask Olivia to speak, there is one matter that I will raise for completeness. The explanatory notes of the notice of meeting state that Olivia is the Chief Executive Officer of Qantas Loyalty.

Whilst this is still the case, I do wish to add that since the issue of our notice of meeting, it was announced by Qantas that Olivia has resigned from her role at Qantas and will be leaving Qantas in February 2024 to pursue other opportunities. Can I now ask Olivia to speak to the meeting about her credentials and experience? Welcome.

Olivia Wirth
Independent Non-Executive Director, Myer

Thank you, Chairman, and thank you to all the shareholders who have joined us here at the AGM today and online. I'd like to thank you for the opportunity to introduce myself as I seek election as an independent, non-executive director today. I've spent the last 25 years as an executive, working across public policy, government, and corporate affairs, as well as marketing and brand and customer operations in a number of sectors, including aviation and tourism businesses. And more recently, as Jo mentioned, I've been in the Qantas Loyalty business, driving a complex digital and e-commerce business, which has a deep focus on customer loyalty and data and analytics. My non-executive experience includes being a director and chair of commercial joint ventures in analytics and tourism, and I've been a director of UNICEF Australia and the Great Barrier Reef Foundation for close to a decade.

I am passionate about delivering for customers through service culture, experiences, products, and building great brands, and I believe that Myer is one such brand. A company with an incredible history and one that the Australian public have great affection for, and that there is an opportunity to continue to strengthen this in the future to deeper customer loyalty, while at the same time continue to improve performance and results, delivering longer-term shareholder returns. I believe I'd bring a unique set of skills to the Board from my experience in managing complex businesses through a period of deep challenges and rapid change, and from my understanding, a deep understanding of consumer behavior. I'd welcome the opportunity to make a contribution alongside my fellow directors. Thank you.

JoAnne Stephenson
Chairman, Myer

Can I go to the first any questions in the room? Yes, at microphone one.

Speaker 9

Chairman, could you shareholder Edmund Carew once again? Thank you.

Speaker 10

Chair, no one might doubt Ms. Wirth's marketing experience, but could I just say that, in relation to Myer's reputation, it's kept number eight in the Roy Morgan poll, but Qantas Airways has slipped dramatically. Could I ask, just ask Ms. Wirth, what has she learnt about corporate ethics and responsibility and morality during her time at Qantas Airways?

JoAnne Stephenson
Chairman, Myer

Thanks, Mr. Carew. I mean, it is our practice not to take questions in terms of other companies. We're here to really focus on the Myer business. But I understand where you're coming from in that question. So I think Olivia is happy to talk about lessons, which is what you're asking. Thank you.

Olivia Wirth
Independent Non-Executive Director, Myer

Thank you for your question, and you're absolutely right, the Myer brand has performed incredibly well over many years, and as has the Qantas brand. And what I've learnt in terms of-

Speaker 10

Performance incredibly well recently, you know that.

Olivia Wirth
Independent Non-Executive Director, Myer

You're absolutely-

Speaker 10

The greatest decrease in its reputation of any listed company in Australia, it's had a cataclysmic fall, and it's been highlighted by Joe Aston who is now no longer [inaudible]. Do you really think that Qantas has done well for its shareholders and for the general community?

JoAnne Stephenson
Chairman, Myer

Mr. Carew, we might just let Olivia finish the answer to the question, but we hear where you're coming from. Thank you.

Olivia Wirth
Independent Non-Executive Director, Myer

You're absolutely right, and I think what the chair said before is this was not an opportunity to actually stand here and answer questions about Qantas. You're absolutely right, that there has been a significant period where the Qantas brand and where Qantas has let down its customers, and we've apologized for that. But I'm not here today to talk about Qantas. I'm here today to talk about the role that I believe I could play with Myer, given my significant background and experience. I'm happy to talk to you afterwards, to talk about in more detail of Qantas, but I don't really think that this is the format, sitting here with the speakers to my left and right, fellow directors, and also other shareholders for Myer.

I'm happy to take it offline and spend as much time as you'd like to talk about Qantas and the experience, okay?

JoAnne Stephenson
Chairman, Myer

Thanks, Olivia. And thanks, Mr. Carew. We know that there is frustration out there, but it is, this is a Myer forum. But thanks for putting the question on the table. Are there other questions in the room? Could I just then turn to any questions that may have been submitted prior or online, Tim?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

There are no questions online, nor on telephone.

JoAnne Stephenson
Chairman, Myer

Okay, thank you, Tim. So last chance in the room. Thanks, Olivia. Thank you. I know the directors are looking forward to both Ari's re-election and congratulations, I think, in terms of the numbers that we've seen today, and and Gary and Olivia's, Olivia's contribution to the Myer business. Thank you. The next item of business today is item 5, which is the adoption of the Remuneration Report for the period ended 29th of July, 2023. The Remuneration Report is included in Myer's 2023 Annual R eport. It sets out Myer's remuneration policy and arrangements for non-executive directors, the CEO, and executive key management personnel. This is a non-binding advisory resolution, but the Board will take account of any feedback it receives from shareholders for future policies. The proxy and direct votes received prior to this meeting for Resolution 5 are now shown on the screen.

I'll now turn to questions on this item. Firstly, are there any questions from the floor in relation to the Remuneration Report? No, I can't see any. Thank you. Tim, can I go to questions either online or by phone?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Chairman, there are no questions online or on phone.

JoAnne Stephenson
Chairman, Myer

Okay, thank you. I'll now turn to Item 6, which is the Conditional Spill Resolution. I'm advised by Tim Farage of Link Market Services, who's been appointed as the Returning Officer for the purposes of the voting on the resolutions at this meeting, that based on the proxies which have been lodged prior to the meeting, and the votes which may be cast on the floor of the meeting, that Item 5, to adopt the Remuneration Report, is likely to receive an against vote of less than 25% of voting shareholders. Based on this, it is unlikely that the conditional s pill r esolution is required to be put to shareholders. However, given voting is still to be completed, and so as not to inconvenience shareholders, I will nevertheless put this item now to the meeting.

The Spill Resolution is considered an ordinary resolution, and if passed, a special meeting of shareholders, known as a Spill Meeting, must be held within 90 days of this meeting. All of the directors who were in office when the 2023 Directors' Report were approved, and who continue in office, excluding the CEO and managing director, would cease to re-hold office at the end of a Spill Meeting, unless they are re-elected at the Spill Meeting. These directors are Mr. Mervis, Mr. Whittle, Ms. Naylor and Mr. McCartney. Mr. Mervis would need to be re-elected at the Spill Meeting to remain in office, even if he is re-elected at the meeting today. The Board unanimously recommends that shareholders vote against the spill resolution. The reasons for this have been set out in our notice of meeting.

The proxy and direct votes received prior to this meeting for the conditional spill resolution, Resolution 6, are now shown on the screen. On the basis of the proxy and direct votes that have been lodged, it appears that the conditional spill resolution would not be carried, and accordingly, we are unlikely to proceed to a spill meeting. But this will be confirmed when we announce the meeting results tonight after the meeting finishes. We thank shareholders for their support on this resolution and the confidence shown in the Board. I will now turn to for any further questions on this item. Firstly, questions from the floor? No, once again, I can't see questions from the floor. So Tim, I will go to you and just check if there are questions online, or on the phone.

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

There are no questions online or the phone relating to this item.

JoAnne Stephenson
Chairman, Myer

Thank you. Can I just confirm, no other questions that you have that we should be addressing today?

Timothy Clark
Executive General Manager of Property, Store Development, and Services, Myer

Chairman, I do have one general business question, that has been asked by David Patterson: "Why is the Myer AGM being held on Oaks Day?

JoAnne Stephenson
Chairman, Myer

That's a great question, and probably supported by those in the room. Unfortunately, because of where our financial year ends at the end of July, you know, we do the calculations from there in our annual report and so on. My apologies to all of those that chose Oaks Day above the Myer AGM. I'm sure the guys will try and avoid that in the future. Thanks for the question. All right, so that concludes our discussion of each of the items of business today. As stated earlier, we've endeavored to get through as many questions as possible, and where this has not been possible, we've endeavored to ensure that the most commonly raised questions and issues are answered. We'll now proceed to voting on all of the resolutions.

So if you intend to vote and haven't yet cast your vote today, you should do so now. Voting will close approximately five minutes after the end of the meeting today, and you'll be notified on the online platform exactly how much time is left to vote. The counting of the votes on a poll may take some time, so rather than wait for the results, I'll formally close the meeting. The results of the vote will be advised by the ASX this afternoon, and will be made available on the investor section of our website. There being no further business, I now declare the meeting closed, subject to the finalization of the poll. Thank you to all of the shareholders for attending our AGM today, either in person or online.

Of course, it would be remiss of me not to encourage you to visit your local Myer store over the next couple of months in the lead-up to the festive season. As John has said, Myer is the place for Christmas, and our teams are ready to assist you. I'd also like to invite those who are attending here in person to join the directors and the executive team for refreshments in the foyer, and perhaps we can answer any other questions that those in the room may have had. Thank you all once again.

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