Will be on hand and able to direct you. Please follow their instructions using the nearest emergency exit. There are five emergency doors and exits located in the auditorium, four to the left of the stage and one to the right as you entered into the auditorium. Please also note that photography, audio, or video recording is not permitted during the meeting. Myer Executive Chair, Olivia Wirth, will now commence the meeting.
Thank you, Tim. Good afternoon, ladies and gentlemen. My name is Olivia Wirth, and it's a pleasure to welcome you to the 2024 Annual General Meeting of Myer Holdings Limited as your Executive Chair. As we gather for the meeting today, which is also being broadcast, let us take a moment to recognize the various traditional lands on which we do business. From my location today, I'd like to acknowledge the custodians of the land on which we meet, 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, online, or over the phone, and to vote either in person or online. We look forward to taking questions you may have later in the meeting as we progress throughout the resolutions.
Joining me today on stage are my fellow board directors, Dave Whittle, Gary Weiss, Jacquie Naylor, Terry McCartney, and Rob Perry, our Chief Financial Officer, Matt Jackman, and our Company Secretary, Paul Morris. And finally, I'd also like to welcome the Myer Executive Team, who's present here today, Alison Milner from our auditors, PwC, Rory Moriarty from our solicitors, Clayton Utz, and Tim Farag, who's representing our share registry, Link Market Services. So, with the quorum present, I now formally declare the meeting open. The notice of meeting has been distributed to shareholders, and a copy is available on our Investor Centre website. I'll take the notice of meeting as read. The items of business to be covered at today's meeting are set out in the notice of meeting. After we introduce and speak to each agenda item, we'll take shareholder questions on that particular item.
To the agenda for today. I'll speak briefly on our recent full-year results and the work underway on Premier Investments' Apparel Brands and provide an update on our preparations for peak trade. Following this, we'll then move to the formal items of business, as well as hear from directors who are seeking re-election and election today. Voting on each of these items of business today will be by way of a poll. For those in attendance in person, voting on each resolution will be conducted via a voting card you would have received when you registered on arrival. For those attending online, voting will take place via the online meeting platform. I'll explain the Q&A and voting procedures in more detail when we get to the formal items of business. I now declare the poll open.
This means you can vote on all of the items of business at any time from now until the poll is closed at the end of the meeting. At the conclusion of the meeting, we'd like to invite those attending in person to join directors and the executive team for refreshments in the foyer. Turning now to the chair address. It's a pleasure to be here today to address you for the first time as the Executive Chair of your company. I joined Myer board in November of 2023 as a non-executive director and became Executive Chair in June this year. I'm delighted to have the opportunity to meet you in person today and do encourage you to seek me out for a conversation after the meeting. We do value every bit of feedback on Myer.
In the past 12 months or so, I've met our customers across our stores, I've engaged directly with suppliers and partners, and I've seen firsthand how many of our dedicated team members go about their day. These encounters have helped me build a better understanding of what makes Myer tick, and I look forward to hearing from you, our shareholders, later today. I'll begin my address today with an operational and financial overview of the 2024 financial year and then run through the next steps in our strategic review, including the compelling proposed combination with Premier Investments of Apparel Brands. As we noted at our full-year results during the 2024 financial year, Myer has not been immune from the challenging macroeconomic conditions and inflationary pressures confronting the retail sector.
Our total sales were down, reflecting a tough cost of living environment, as well as the impact of the store closure of Brisbane, Frankston, and Werribee stores for all or part of the year. Pleasingly, despite the challenging conditions, our group comparable store sales increased, with trajectory improving half on half. Our online sales also continued to grow and represented more than 20% of total sales. While net profit after tax, excluding implementation costs and individually significant items for the year, was down, approximately half of this decline was attributable to the underperformance of three Myer specialty brands, that is, Sass & Bide, Marcs, and David Lawrence, and the remainder reflecting the combination of lower total sales from store closures and inflationary pressures. For FY 2024, the board declared fully franked dividends totaling AUD 0.035 per share, consistent with trends experienced in FY 2024.
Trading in the first half to date continues to be challenging, i nflationary cost pressures, as well as a number of other factors, continue to make market conditions tougher. However, trading through the Black Friday period was encouraging. While the importance of Black Friday and the retail calendar continues to grow each year, starting earlier and featuring greater sales activity, Christmas remains a very important trading period and a material determination of our first half result. As we approach this period, the team remains very focused on preparations for Christmas and will provide the market with further detail in due course. From an operational perspective, I was really pleased with our in-store satisfaction levels continuing to climb. They're up significantly to 85%. This is our highest rating on record.
This improvement was underpinned by the completion of the rollout of our new point-of-sale software, which provides real-time transaction details for customers and faster transaction speed, as well as the expansion of M-Metrics app to our brand partner team members. The app gives team greater access to product and promotion information and analytics, and also customer feedback. It means everyone on the shop floor now has this data in the palm of their hand. Team member safety is also a fundamental priority for us, and we continue to work on implementing initiatives to enhance the working environment and protect our team members. During the year, we undertook body camera and radio trials for our people and invested in new Myer security guards. We also achieved the strongest MYER one customer engagement score since the inception of the program.
We have 4.4 million active MYER one members, and more than three quarters of our sales in FY 2024 came from MYER one members. We attracted 706,000 new MYER one members during the year, and with more than half under the age of 35. This clearly demonstrates our capability to continue to attract a younger demographic. When I took on the role as chair, we commenced a comprehensive strategic review to increase Myer's profitability and to drive sustainable earnings growth. Our strategic vision is to create a leading Australian retail platform by identifying opportunities to deliver a step change in Myer's market position and generate substantial strategic and financial benefits to create value for you, our valued shareholders. To achieve this, we are focused on six key strategic priorities. We want to appeal to a new and under-penetrated customer segment, seeking more fashionable choices and an easy, enjoyable shopping experience.
That means having the right product at the right time and curating the best mix of private label, national brands, and concessions across our categories. We want to expand Myer's omnichannel and online capabilities and sales and offerings. If you look at the Australian apparel and beauty sectors, growth is predominantly coming from online channels. Given our footprint and our e-commerce platforms, Myer is well placed to capitalize. We see huge potential in unlocking further value by MYER one and creating a loyalty ecosystem that facilitates cross-sell, greater share of customer wallet, and lifetime value. We're also focused on improving our Myer exclusive brands offer to drive differentiation, customer appeal, and of course, enhance margins. We see significant opportunity to enhance Myer's sourcing, design, and distribution capabilities by shortening lead times, reducing costs, and ensuring the use of high-quality fabrics and materials.
And last but not least, we are laser-focused on strengthening our balance sheet to enable us to reinvest in the business areas, including our data-driven capabilities, as well as our network and e-commerce assets. This will help reinvigorate our customer experience. We'll outline our growth strategy in more detail at an investor day next year. However, the preliminary phase of our strategic review reinforced the importance of growing our exclusive private label brands and the potential to generate significant shareholder value by doing so. As a result, we announced our decision to retain the ownership of Sass & Bide, Marcs, and David Lawrence brands with the view to leverage the equity in these well-known and loved brands by resetting and refocusing them. It's important to remember that prior to the most recent financial year, the combined Sass & Bide, Marcs, and David Lawrence brands had a track record of positive earnings contribution.
We are taking immediate steps to improve the performance trajectory of these brands, including resetting Sass & Bide as a concession and online model, closing unprofitable standalone retail stores, and importantly, restructuring Sass & Bide's operations to remove the duplication with Myer Group functions. The preliminary phase of our strategic review also identified a potential combination with Premier Investments' Apparel Brands business to accelerate our strategic priorities. Apparel Brands is a leading specialty retailer in Australia and New Zealand. It operates five much-loved brands: Just Jeans, Jay Jays, Jacqui E, Portmans, and Dotti. The proposed combination, or combined Myer Group, is transformational for Myer. We can fast-track our strategic priorities by leveraging complementary strengths to create one of the leading retail platforms across Australia and New Zealand. The strategic and financial rationale of this transaction is compelling.
It significantly enhances our scale to extract growth and operating leverage benefits and unlocks significant latent potential by bringing Apparel Brands into Myer's omnichannel ecosystem. With a combined store network of 783 stores and more than 17,000 team members, the combined Myer Group also creates the opportunity to leverage Myer's market-leading MYER one loyalty program and e-commerce platform across an enlarged and engaged customer base. Apparel Brands' customer base addresses key target customer demographics for Myer, and its brands expand Myer's exclusive and private label portfolio and strengthens our brand management capabilities. The proposed combination is also expected to deliver combination benefits of at least 30 million pre-tax earnings a year on a run rate basis and significant EPS accretion on a pro forma FY 2024 basis. This transaction also delivers a larger and more diversified shareholder base with improved trading liquidity and access to capital.
Under the agreement, Myer will acquire Apparel Brands from Premier. The key terms are that Myer will issue 890.5 million shares to Premier in consideration for 100% of the Apparel Brands business, which will also retain AUD 82 million of cash. On completion, Premier will undertake an in-specie distribution of all of its existing and new Myer shares to eligible Premier shareholders, such that Premier will no longer be a shareholder in Myer. The Myer Board intends to declare before completion a fully franked dividend of AUD 0.025 per share to existing Myer shareholders, provided all conditions to the transaction have been satisfied. Following the completion of the in-specie distribution, current Myer shareholders will hold 48.5% of issued capital in Myer, and Premier shareholders receive 51.5% of issued capital in Myer.
On completion, Solomon Lew is expected to join the Myer directors on the board of the combined Myer Group as a non-executive director, consistent with Century Plaza Group becoming the largest shareholder post-completion, with a pro forma shareholding of 26.8%. I will remain as Executive Chair. The independent directors of Myer have unanimously recommended that Myer shareholders vote in favor of this proposed combination, subject to a favorable determination by the independent expert. Key areas where we expect to see combination benefits include the expansion of MYER one across Apparel Brands , which will provide valuable customer insights and drive incremental sales. Over the longer term, the combined Myer Group will be able to leverage its rich first-party data to drive insight-led cross-shop benefits across an expanded customer base.
We'll also see significant benefits from accelerating the full potential of our Myer exclusive brands through enhanced product development and sourcing capabilities and scale opportunities through this combined sourcing function. We plan on leveraging the scale and brand expertise of Apparel Brands to improve the performance of Sass & Bide, Marcs, and David Lawrence. There is also an opportunity for us to enhance and optimize the combined Myer Group store footprint to drive further operating leverages and efficiencies. Myer's exceptional e-comm capabilities will help expand Apparel Brands ' online penetration and deliver incremental sales, and we'll be adopting a disciplined cost management approach to drive efficiencies. We also intend to explore a refinancing of Myer's existing debt facilities in the near term that has the potential to generate material annual savings in interest and financing cost. In short, the proposed combination enables us to fast-track delivery of our strategic priorities.
It delivers significant scale and an enhanced ability to invest and innovate in a highly competitive and rapidly evolving retail market to support future growth. As Myer shareholders, this transaction is subject to your approval, and you all get a say. Later this month, we expect to release a notice of extraordinary general meeting together with an explanatory memorandum setting out important information to help you decide on how you get to vote at the AGM. The AGM to vote on the proposed transaction is expected to take place in late January 2025 and subject to respective shareholder and regulatory approvals. Completion is expected to occur shortly thereafter. Now to board matters. The company announced my appointment as Executive Chair in March 2024. The board also appointed Independent Non-Executive Director Gary Weiss as Deputy Chair and Lead Independent Director, a new role created to enhance governance.
After nine years on the Myer board, Dave Whittle will be retiring as a director of the company with effect immediately from the end of the AGM. I thank Dave for his outstanding contribution to the board over the period of his directorship. We also seek your support today for the re-election of Terry McCartney and the election of Rob Perry as a director. Terry and Rob will briefly address shareholders when those resolutions are before the meeting. Now to briefly touch on our ongoing focus on sustainability. 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, divert waste from landfill, promote recycling, and support circular economy schemes.
Myer remains very much 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 on where we operate. In closing, on behalf of the board and the management team, I want to thank our shareholders, our more than 10,000 valued team members who serve our customers with distinction every single day. I thank our loyal brand partners and suppliers, and of course, our customers for their ongoing support and loyalty. As highlighted today, there is considerable work underway on an important evolution of our strategy, as well as an exciting step change via the proposed combination with Apparel Brands . I look forward to communicating with you as this work progresses.
It has been another year of delivery against our plans, and we look forward to maintaining the momentum and delivering for customers through the upcoming peak trade period. We will now move to the rest of the formal agenda for today's meeting. The remaining items of business to be covered will now be shown on the screen, and I'll formally propose each of the resolutions which are specified in the notice of meeting. Voting on each of these items of business will be by way of a poll. Tim Farag of Link Market Services is appointed as a returning officer for the purpose of the polls. Item five, which is the adoption of the Remuneration Report, is a non-binding resolution. Items three, four, and six 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 end of today's meeting. If you wish to leave the meeting, please ensure that you vote before doing so. Following the discussion of each of the agenda item, we will display on the screen the votes that have been received for and against that item. These details have also been lodged with the ASX at the commencement of this meeting. The voting restrictions for all items are included in the voting restrictions section of the notice of 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 chair, and I'm required to vote those proxies as directed.
Subject to any applicable voting restrictions, the board recommends that shareholders vote in favor of items of business three, four, five, and six. Any open proxies that appointed me as chair of the meeting or any of the company's directors will be voted in favor of items of the business three, four, five, and six. I'd now like to take a moment to run through some procedural matters relating to your participation in this meeting. Only shareholders, proxy holders, or appointed representatives are entitled to speak or vote in this meeting. Only shareholders 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 received when you registered on arrival.
If you have any questions, please see a Link Market Services team member here at the registration desk. For those participating in the meeting via online platform, you can cast your vote directly online using the electronic voting card that you received when you validated the registration. For those attending the meeting in person, you would have been given an attendance card when you registered on arrival. If anyone with a yellow or blue card wishes to speak, please make your way to the microphone at the appropriate time and identify yourself before asking your question. For those of you who are participating via the online platform, you will be able to submit questions by registering as a shareholder or a 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, please follow the steps in the notice of meeting or the virtual meeting online guide to ask a verbal question. A reminder also that shareholders can also ask questions of our auditors. As I mentioned earlier, today we have Alison Milner from PwC, who's available to respond to any questions relevant to the conduct of the audit and content of the auditor's report. Any questions on specific aspects of financial statements will be addressed by the directors or management, and with respect to the Q&A process, it's my duty as chair to allow a reasonable opportunity for shareholders as a whole at the meeting to ask questions. We will endeavor to get through as many as possible.
Where it is not possible to answer all questions, we'll endeavor to ensure that the most commonly asked or raised question and issues are answered. Tim Clark, who you heard from earlier, will assist me during this part of the meeting by reading out questions that have been submitted online. I'll now introduce the remaining items of the business on the meeting agenda. The second item of business is to receive and consider Myer's financial statements and reports for the period ended 27 July 2024 and the reports of the directors and the auditor. These statements and reports were released by the company on the ASX on the 20th of September 2024 and included in the 2024 annual report, which was released by the company on the 8th of November 2024. I'll now take questions on this particular item, starting with questions from the floor.
Chair, I would like to introduce shareholder Steve Shander.
Thank you, Chairman. Steve Shander is my name. Does the company have any age limit for the directors?
Thank you, Steve, for that question.
Sorry, I can't hear you.
I said thank you for the question. Thank you for the question. Not to my knowledge, do we have any age limit for our board. What we do focus on is making sure that the directors that represent you as a shareholder have the appropriate mix of experience and skills to make sure that we can effectively deliver on the business strategy and return as much shareholder value to you as possible.
Thank you. Are all the directors Australian residents?
To the best of my knowledge, all of the directors here sitting beside me are in fact Australian reside nts, yes.
Thank you. Are all the directors individual shareholders or they are here representing some company or not?
I can say that most of the directors here are shareholders. Absolutely. Is that your question, Steve?
Yeah. Yeah.
Thank you. Thank you very much. Okay. There's no other questions. Yes, absolutely. One second.
Chair, I would like to introduce shareholder Sally Wasemi. You can just speak into the microphone here.
Thanks, Olivia, for your inspiring speech. I have two simple questions. The first one regarding the Premier Investments. We are giving them shares. So how much asset are we getting from them and how much are we giving them?
Let me talk to you about the Apparel Brands acquisition, which I mentioned in the speech earlier today and as we've previously indicated to the market, this came after a considerable amount of discussion and review of the Myer business.
And we believe that when we approach Premier about the discussion on Apparel Brands , it's absolutely in the best interest of the Myer business and of our shareholders. The key aspects, which I outlined previously, are as follows: that we would obviously acquire 100% of Apparel Brands from Premier, which we believe is a very exciting opportunity. Not only does it step change our approach to private label business, it will deliver significant scale for us to grow our MYER one loyalty program and make sure that we become Australia's leading retail platform. The key components of this transaction, as I mentioned, include the 890.5 million shares, which will be provided to Premier. Premier, at the time of completion, will then distribute those shares and existing shares to the Premier shareholders.
In exchange, we will acquire 100% of Apparel Brands business and the AUD 82 million of cash that it holds. That includes the wide network of stores, the 719 stores across Australia and New Zealand, and also, obviously, the very dedicated team that comes with Apparel Brands. There's over 3,000 people that work across the five labels of Apparel Brands across Australia, and there's a very strong management team that will also become part of the Myer business. So we're very excited about what this business will do for the Myer Group. We're excited about the opportunities it presents, its people, and becoming a great place for people to work in retail. We're excited about how it will expand our shareholder base and the opportunity for us to invest in the Myer Group going forward, and most importantly, we're excited about the opportunity it brings to our customers.
We know that our customers are very much engaged and loyal to the Myer business. We know this through our successful MYER one loyalty program, and we're very excited about the opportunity to bring these five new brands into the Myer Group.
Thank you for the detailed explanation. So do you have any monetary value of the assets we are getting in total or roughly a ballpark figure of what we are giving them and what we are getting?
Sorry, can you repeat the first part of that question?
Do you have any monetary amounts that you can tell me in terms of assets we are getting and assets that we are giving them? You made that any estimate of that? Or do you have those in even ballpark figures?
Right. No. So as part of the process going forward, what we do, what we will be doing is providing shareholders with an explanatory booklet, which will be released at the end of December, which will have more information. All the information we've provided to date remains as current. As I mentioned before, it's the acquisition of the Apparel Brands business in its entirety. As part of that, we do not obviously take on the national distribution centers. They remain with Premier. But it is 100% of the business in its entirety, including the 719 stores and 3,500 people. So more details, though, will be available come mid-December, which should provide you with further information on this particular transaction.
Thank you. The second question I have, how does it compare? There is voting item six, grant performance rights to you. How does it compare to what was granted given to John King?
In questions relating to my remuneration and performance, I will obviously hand over to the independent director for that question. So if you just bear with me one moment, I'll ask Gary to respond accordingly.
Okay. Thank you.
Do you want to take the stage? Could you just repeat the question again? Sorry. And then Gary will respond.
Yes. That is a grant of performance rights to the Executive Chair, Olivia. How does it compare with what was given to John King?
So we're going to deal with the performance rights issued to Olivia in Resolution 6 . So we'll deal with matters at that stage.
So you'll answer that question at the time. Is that what you're saying?
Correct.
Okay. Thank you.
Thank you.
Chair, may I introduce Steve Shander?
Yeah. Will the company be making available the minutes of this annual meeting after the meeting?
Yes. So this meeting is webcast, and we will make available the webcast.
Will there be printed copies available?
No, we make available the video webcast, which will actually be online for any of our shareholders to watch back in the future.
Thank you.
Thank you. Okay. We may now take questions that have either, oh , sorry, we've got one more question over here on the floor. Number three. Thank you.
Chair, may I introduce David Patterson, shareholder?
If you can be with me, I just got two simple questions. I was at your Bourke Street store this morning, and I was going to sit down at the Station Cafe and have a cake and coffee. And I was very irritated to find there is no Wi-Fi for Myer in your flagship store.
And I'm pretty sure on my last visit there was. So I moved on to somewhere else where I could get Wi-Fi. I wanted to read my email. So I don't know if you deliberately pulled the plug on the Wi-Fi there because I'm quite sure it was previously there. I live in Sydney, so I don't go to Bourke Street more than that much. And if you can just bear with me, I'll ask one more question. Two weeks ago, I was at Myer Perth, Forrest Chase, and you do not have a cafe in that store, your flagship. I was pretty disappointed. I like patronizing Myer and spreading my money in a store that I own 55,000 shares in. And I don't understand why you don't have a cafe there. And you've got one beautiful one in Sydney where I go to regularly.
The Pitt Street store got a beautiful view of the Queen Victoria Building and got Brunetti's at the. But so two questions.
Thank you for your question. And also, look, thank you for being a shareholder and thank you for clearly being a supporter of Myer. You've talked about visiting stores in Victoria and Western Australia, New South Wales. So you're clearly a big supporter of Myer. And thank you for your feedback. We do believe that part of our future strategy is to continue to invest in the right areas to make sure our in-store experience is a good one for all of our customers. This includes investment in technology, as you just mentioned there about Wi-Fi.
It ensures that we can continue to invest as well in the whatever experience that might be, whether that's in the beauty hall or whether that's being in the cafe services that we provide. We're always looking for ways to improve our customer service. So appreciate your questions. And I'm sure Tony Sutton, who's here, is our Chief Operating Officer, will happily talk to you about your experience in Perth and Melbourne when you join us for a cup of tea after. Thank you. Okay. We might now turn to questions which have been submitted before the meeting or online during the meeting. Tim, do we have any questions?
We have three online questions. The first is asked by Stephen Mayne regarding general business. Thank you to Dave Whittle for his nine years of service on Myer Board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In his final contribution as a Myer director, could Dave please comment on what he regards as the two best decisions made during his time on the board, and does he have any regrets? Also, does Dave agree with the proposition that effective control over Myer has been passed to Solomon Lew during his time on the board?
Thank you for your question, Dave. I'll throw to you to answer that.
Thank you, Liz. Thank you, Stephen. Appreciate that. The two best decisions would have to be regarding leadership. The first decision was the appointment of John King at a time that he was perfectly cast to take this business forward.
The second decision was the appointment of Olivia Wirth as Executive Chair, again, perfectly cast to take the business forward at that time. I don't really have any regrets other than how exciting it will be for the board and the executive to take this business from where it is today following the strategy that's being put into place. So I do kind of regret that I'm not going to be here for another term, but so be it. And finally, I don't agree that effective control has been passed to Solomon Lew. Thank you.
Stephen Mayne, regarding general business. Could new chair Olivia Wirth please comment on the biggest changes in board process, delegations, reporting lines, and governance that she has implemented since taking over as chair earlier this year?
Did she insist on being Executive Chair as part of the negotiations, or was it someone else's idea? Could the new Lead Independent Director, Gary Weiss, also comment as to how his board role at Myer is different to other companies such as Cromwell and Coast Entertainment, where he is a conventional independent chair?
Thank you, Tim. Thank you, Stephen. Look, let me start by saying, obviously, I joined the board, as I mentioned before, in November. I took over the position of chair in March, and I took over the executive responsibilities in June. And there have been a number of things that we've implemented in that time. One, from a business perspective, as I indicated, we've kicked off a strategic review.
That is required to make sure that Myer is in the best possible position and is placed to make sure that we can grow into the opportunities over the next five-to-seven years. I outlined previously where we are in that process, what the key focuses are from a strategic review, and also where we intend to go into the future. In terms of the board, following my appointment, we did appoint Gary as the Deputy Chair and Lead Independent Director, a role that truly focuses on governance. We have updated our board charter to reflect these changes. Myer already has in place very strong policies and protocols around governance, so there was no need to touch those. But obviously, we continue to focus on making sure that the business, that the organization, that the company is led in the right way by all directors involved.
Obviously, we do thank Dave for his nine years. It's been an interesting nine years at Myer, and he's seen a lot along the way, and we'll now be very much focused on making sure that we can renew the board with appropriate directors, making sure that we have the right skills and experience and diversity of thinking on this board to lead Myer going into the future.
The third and final question o nline is also asked by Stephen Mayne regarding granted performance rights to the Executive Chair. Thank you for disclosing the proxy position to the ASX 47 minutes before the AGM commenced for including the data on how many shareholders voted for and against. This is best practice.
Which of the five proxy advisors in the Australian market, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, issued a report ahead of the meeting, and did any of them recommend a vote against any of today's resolutions, including this proposed LTI grant to Olivia? I'm assuming not given the strong proxy support on all resolutions. Well done for that.
Thank you, Stephen. And I think you answered your own question there. We did have strong support. You can see from the resolutions from all the proxies. We did not obviously not to disclose those reports, but I think it's pretty obvious from the results of each of those votes exactly what they were recommending. So we'll just leave it at that. Thank you, Stephen.
There are no more online questions, and there are no phone questions at this point.
Okay. So as per the notice of meeting, it's now time to consider item three, which is the re-election of a director. Resolution 3 is that Terry McCartney, who retires in accordance with Rule 8.1(d) 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 will now be shown on the screen behind me. In relation to this resolution, I do confirm that the board, excluding Terry, unanimously supports his re-election and recommends that shareholders vote in favor of this resolution. I'll now hand over to Terry to speak briefly about his credentials and his experience. Thank you, Terry.
Thank you. Thank you, Chair, and thank you all for the opportunity to address you today to seek re-election to the Myer Board. As some of you may know, I was a former managing director of the company, so Myer holds a special place for me. I've worked for more than 40 years across a very broad range of retailing, from department stores to discount department stores to specialty retailing. That experience has included all the commercial disciplines and skills that drive a successful retail operation. It culminated in me becoming the managing director of Kmart for Australia and New Zealand, and then as managing director of Myer Grace Brothers, which is now Myer. I'm currently an independent non-executive director of Premier Investments Limited, as well as Premier's wholly owned subsidiary, the Just Group, with its five Apparel Brands , as the chair has been through, being Just Jeans, Portmans, Jacqui E, Jay Jays, Dotti, plus Peter Alexander Sleepwear, and the kids' lifestyle brand, Smiggle.
Joining the board some two years ago, I noted at the AGM that the business had stabilized. That was a good start, but far more work is required to develop Myer into a retail business that delivers sustainable, profitable growth for our shareholders. We're in a challenging trading environment, and as retail continues to evolve, including the rapid expansion of the digital retail channel, which is a growth opportunity for this company and is a strength of Myer, especially as it makes the shopping experience even more seamless and convenient for our customers, be it online or in stores. Very few businesses, let alone retailers, have the trusted brand position that Myer holds with Australian consumers. With Olivia on the board, I can help deliver that growth, as outlined by the chair, in both the in-store and digital retail channels.
With respect to the potential transaction with Premier Investments Apparel Brands , if it proceeds following shareholder approval, I believe I can bring a unique perspective and understanding of the combined business, obviously given my experience and history with Myer, as well as Premier Investments specialty retail businesses in Australia and New Zealand. When I was elected to the board in 2022, I committed to bringing my retail skills to the Myer Board and the broader business. I consider that I have done that in a way that has been useful to both the Myer Board and the management. I also believe that I have worked in a collaborative manner with the Myer Board, managing any potential conflicts of interest, including by withdrawing myself from the process of assessing the Premier Investments apparel brand opportunity.
Having spent the last two years with the directors and executives in the business, I see the opportunities that my retail experience and skills can assist deliver for all shareholders. Thank you for your attention, and thank you for your support. I'll sit down.
Thanks, Terry. I'll now turn to questions on this item, starting with questions from the floor.
Chair, may I please introduce Steve Shander?
How many shares do you have personally in the company?
How many shares? 200,000.
200,000.
What?
200,000. 200,000. Thank you, Steve. Are there any other questions from the floor? Okay. We'll now then turn questions that have been either submitted prior to the meeting or online. Tim, if you could assist with any questions.
T here is one only online question asked by Stephen Mayne regarding re-election of Mr. Terry McCartney as a director. Did we have any other option apart from putting Terry McCartney up for the vote today, given that he was only first elected two years ago for a three-year term? Could Terry comment on the re-election campaign that he ran, which turned a 38.8% against vote in 2022 into an impressive 96.6% vote in favour today based on the proxies? Also, wouldn't it have made more sense to put Olivia Wirth up for re-election today, given her promotion to Executive Chair since the last AGM? Will she be put up for the vote next year?
Thanks for the question, Stephen. Look, there is a rotation for directors for election, which is in accordance with our constitution. We obviously follow these rules for all directors, and they're applicable, including for myself.
I think it's pretty clear, as Terry outlined, the depth of experience that he has, the commitment that he has, the deep experience in terms of retail. He provides a significant contribution not only to the directors on the board, but also to the broader business and management through the many years that he's spent not only in the Myer business, but more broadly in retail in Australia, and we are grateful for the important role that he plays as a director on the Myer Board and the role that he plays in terms of executing on our strategic vision and making sure that we can continue to invest in the Myer Group in the right way going forward. We're very much grateful for his participation as a director of the board.
There are no further online questions, and there are no phone questions.
Thank you very much. So we'll now move on to item number four. It's now time to consider item number four, the election of directors. Resolution 4 is that Rob Perry, who was appointed to director on the 2nd of May, 2024, who retires in accordance with Rule 8.1(c) of the constitution and being eligible, offers himself for an election, be elected as the director of the company. The proxy and direct votes received prior to this meeting will now be shown on the screen behind me. In relation to this resolution, I can confirm that the board, excluding Rob, unanimously supports Rob's election and that recommends that shareholders vote in favour of this resolution. I'll now ask Rob to speak to the meeting about his credentials and experience. Thank you, Rob.
Thank you, Chair, and thank you, shareholders and guests, for joining us today and for the opportunity to seek your support for my election as a non-executive director of Myer. My career has been based around 36 years in professional services at Ernst & Young, which is now EY. My career has essentially had two halves, the first being in the external audit practice focused on auditing financial statements, and the second stage in providing governance and risk management and internal audit services to many of Australia's largest companies. At EY, I held leadership positions, including as managing partner of risk advisory services in both Oceania and Asia-Pacific. Throughout my career with EY, I've been largely focused on the retail and consumer sector, and I service several larger retailers, either auditing their financial statements or providing advice around governance, risk management, and internal control.
These companies include Coles Myer, Country Road, 7-Eleven, the Just Group, Premier Investments, and Walmart in the United States. Outside of retail, I supported several large Australian-listed corporates, including BHP, Transurban, and Brambles. Myer is an iconic Australian brand with a rich history and a loyal customer base. The company is set at an exciting juncture with significant growth opportunities, both organically and through the potential acquisition of Apparel Brands subject to your approval. Myer's management team have done a good job in stabilizing the company over the past few years to enable the business to capitalize on these opportunities. I believe the combination of my financial background, combined with experience in risk management and governance, will provide highly relevant skills to the board in areas where stakeholders and shareholders rightly have high expectations.
It is an honor to have the opportunity to continue working with my fellow directors and to serve the shareholders of Myer should I be elected today. Thank you very much.
Thank you, Rob. We'll now turn questions on this item, starting with questions on the floor. Okay. Tim, go to you in the first instance then, if there's any questions online.
I just need one moment. I'm sorry, we're having just a slight technical hitch.
No problem.
I do have one online question. It's asked by Stephen Mayne regarding the election of Mr. Rob Perry as a director. Could new director Rob Perry and the Lead Independent Director, Gary Weiss, comment on the recruitment process that led to Rob's appointment to the board? Was a headhunter involved? Did the full board interview Rob, and did they interview with any other candidates?
Did Rob Perry know of any of our directors before engaging with the recruitment process, and does he have any business history with Premier Investments or its controlling shareholder, Solomon Lew?
Thank you, Stephen, and I'm happy to take the question. As you would expect, we obviously did a full rigorous process in terms of all the directors that joined the board, including Rob. There was a process that was undertaken. There were interviews that were had with each of the directors, and there was obviously background checks done on Rob and his significant experience. I mean, what is obvious and what you've heard from Rob today is that he has decades of experience in his role of a lead audit partner at EY, and this covers not only Australian retail, but also overseas retail, and that is a significant—he therefore makes a significant contribution based on that experience.
We're very lucky to have Rob. He plays an important role for us as audit chair and is well positioned to do so. Any appointment of a director onto the Myer Board obviously follows a rigorous process. As I mentioned before, Stephen, we do have a deep understanding of what is required from a directorship perspective, what skills and experience we have on the board, and to make sure that we have the right balance of all the directors so that they can make a contribution to the running of the organization.
I have a second online question asked by Stephen Mayne regarding the election of Mr. Rob Perry as a director. If Rob has worked on Just Group matters in the past, is there a question about his independence from Premier? As a new independent director, could Rob comment on the current balance between independent and affiliated directors? Does he agree it is debatable as to whether Gary Weiss is independent.
Thanks for your question, Stephen. And I do believe we've already covered this in our opening remarks already. But just in terms of Rob's experience, he outlined his broad experience in retail. Obviously, that does include Premier, but from a Myer constitution perspective and also in line with ASX, Rob is obviously an independent director. And as I mentioned, he's making a significant contribution in his role as a director of Myer. Thank you.
There are no more online questions relating to item four, and there are no phone questions.
Thanks, Tim. The next item of business is item five, which is the adoption of the remuneration report for the period ended 27 July 2024. The remuneration report is included in Myer's 2024 annual report.
It sets out Myer's remuneration policy and arrangements for non-executive directors, the Executive Chair, 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 will now be shown on the screen. I'll now turn to questions on this item. Firstly, questions from the floor? No? I'll now turn to other questions which have been submitted before the meeting online or during the meeting.
We have one online question only asked by Stephen Mayne regarding the adoption of the remuneration report. Why has Premier Investments voted by proxy in favor of the remuneration report when it is clearly affiliated with some of the directors?
Which legal firm gave the advice that it was for Premier to vote on this item when the conservative position would have been to abstain or be excluded, given that shareholders associated with directors or management are not meant to vote on remuneration reports under Australia's two-strike remuneration voting system?
Thank you for your question, Stephen. Our external lawyers have given advice, and it is based on that advice that Premier is actually entitled to vote. Thank you for the question, though, Stephen.
There are no further online questions, and there are no telephone questions.
Yeah. Okay. The next item of business is the grant of performance rights. I've got to hand over to Gary, who will chair the meeting in relation to this, and will also answer your question previously on remuneration during this time. So thank you, Stephen, just being patient for Gary to now address the audience. Thank you, Gary.
We will no w move to item six, which is approval for the company to grant performance rights to our Executive Chair, Olivia Wirth, as described in detail in the notice of meeting. Under the ASX listing rules, Myer is required to obtain shareholder approval to grant securities, including performance rights to Olivia, under our long-term incentive plan. We are seeking approval to enable the company to grant performance rights to Olivia for a FY 2025 long-term incentive plan entitlement. Each performance right entitles Olivia to acquire one fully paid ordinary share in the company if the applicable performance hurdles are met, subject to adjustments for capital actions.
The performance rights will be granted one tranche and will be broadly on the same terms as performance rights to be granted to other executives participating in the performance rights LTI plan offer for FY 2025. The key terms of the performance rights are set out in the notice of meeting. The proxy and direct votes received prior to this meeting will now be shown on the screen. We will now take questions, but I'll just address the question that had been asked previously regarding the prior package for John King. Let me say that, broadly speaking, the packages are similar. A slight adjustment in terms of fixed remuneration for Olivia compared to John. In terms of LTI, a slight adjustment, Olivia, 100% compared to John, and STI, both the same. So are there any questions from the floor on this item?
Chair, may I introduce proxy holder Meena Wahi representing the Australian Shareholders' Association?
Hello, Chair. My name is Meena Wahi, and I'm a voluntary company monitor representing the Australian Shareholders' Association. My question is that the ASA appreciates the good work Ms. Olivia Wirth has been doing since taking over as the CEO at Myer. As per the best practice corporate governance principles, the role of the chairperson and the CEO must be separate. Why has Myer chosen to keep both roles with Ms. Olivia Wirth? And how would that impact Ms. Olivia Wirth's performance rights and the voting on that? If you could explain the process around how the voting, how the performance rights would be granted in context of Ms. Wirth holding both positions, that of the chairperson and the CEO.
Sure. Let me just say at the outset that we appreciate the comments that you make regarding governance structure, but the board of Myer believes that the governance structure which we have adopted is appropriate for Myer in the current position that we're in. In terms of LTI performance and indeed overall performance, that will be assessed by the board under a governance procedure that I will lead, and the performance will be tested during the course of Olivia's performance from time to time. Are there any other questions? Don't seem to be any questions. So Olivia, hand the chair back to you. Ask any online questions. Ask him if there's any online questions. Okay. Sorry. There appears to be a question online, Tim. Would you be able to read that?
We have one online question asked by Stephen Mayne regarding the grant of performance rights to the Executive Chair.
Does Gary Weiss agree that once Solomon Lew joins the board, he won't be able to vote on the remuneration report, but will be able to vote in favour of future performance rights to Olivia Wirth like this one? Which legal firm gave the advice this year on Premier voting on the remuneration report?
Thank you. The approach that Myer will take will be to naturally vote entirely in accordance with the legal requirements relating to this matter. Are there any other questions online?
There are no further online questions, and there are no phone questions.
Thanks, Gary. That concludes our discussion of each item of business. As stated earlier, we have endeavoured to get through as many questions as possible. And where this is not possible, we've endeavoured to ensure that the most commonly raised questions and issues are answered. We'll now proceed to voting on all the resolutions.
If you intend to vote and have not yet cast your vote, you should do so now. Voting will close approximately five minutes after the end of the meeting. You will 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 will formally close the meeting. The results of the vote will be advised by the ASX later this afternoon and will be made available on our investor centre website. There being no further business, I can now declare the meeting closed, subject to the finalisation of the poll. In closing, I thank all shareholders for their attendance at our AGM, whether that be here in person or online.
Of course, I encourage you to visit your local Myer store over the next couple of weeks during the festive season. With our teams, they're ready to assist you. I'd now like to thank those for attending in person to join directors and the executive team for refreshments in the foyer. Thank you.