Nuix Limited (ASX:NXL)
Australia flag Australia · Delayed Price · Currency is AUD
1.545
+0.060 (4.04%)
Apr 28, 2026, 4:11 PM AEST
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AGM 2021

Nov 30, 2021

Jeff Bleich
Chairman, Nuix Limited

Well, good morning, everyone, and welcome to the Annual General Meeting for Nuix Limited. My name is Jeff Bleich, and I'm the Chairman of Nuix. It's now 10:30 A.M. in Sydney, and I'm advised that a quorum is present. I declare this meeting open. Today's meeting is being held as a virtual AGM. We're holding the meeting as a virtual meeting in the interest of the health and the safety of our shareholders and our people. I'm joined virtually by Rod Vawdrey, the Executive Director and CEO, and my fellow Non-Executive Directors, Jackie Korhonen, Sir Iain Lobban, Rob Mactier, Dan Phillips, and Sue Thomas. Our CFO, Chad Barton, is also joining us, and also attending is Scott Walsh, a Partner at PricewaterhouseCoopers, the company's auditor, who's available to answer questions on the accounts at the appropriate time.

The prepared AGM speeches and presentations for the meeting have been released to the market. Now, while it's disappointing that we're not together physically, we do encourage shareholders to participate in the meeting online. You'll be able to participate in real time, submit questions, and cast your votes. I'd like to outline the technology and procedural matters for this meeting. As advised in the letter attached to the Notice of Meeting, an online virtual meeting guide, which explains how shareholders may participate in the meeting, is on the Investor Center page of our company's website. If you're participating via the AGM online platform, you'll see a screen showing the presentation slides on the right. At the bottom of the screen, there are three boxes. These allow you to Get a Voting Card, Ask a Question, and download relevant documents.

Now, thank you to those shareholders who submitted questions prior to the meeting. We'll speak to those when we arrive at the relevant item of business. If you have a question that you'd like to ask today, you may type the questions in the online platform. Now, to do this, just click Ask a Question and follow the prompts. There's a character limit of 532 for written questions. We didn't come up with that number, and it's a very specific one, but we're stuck with it. To ensure you have enough time to type and submit your question, I encourage you to type this now instead of waiting until later in the meeting. Questions that are relevant to the business of the meeting will be advised to me. We may aggregate questions if we receive multiple questions on the same topic.

We'll address each question when we arrive at the relevant item of business. I will now summarize the voting procedure. All items of business will be voted on by poll, which is now open. If you didn't cast your vote prior to the meeting, you may cast a live vote using the online platform. Please click Get a Voting Card and follow the prompts. You may cast your live vote at any time during the meeting. Aaron Calder of Link Market Service is the Returning Officer in this meeting. Live voting on the online platform will close five minutes after the close of the meeting. You must be logged into the online platform to cast a live vote. I confirm that where undirected proxies have been given to the Chairman, I will vote in favor of the resolution to the extent permitted.

During the meeting, we will display on the presentation slides the number of direct and proxy votes received prior to the meeting on each resolution. The final results will be released to the market as soon as they are available. Now, if you experience any difficulties using the online platform, a helpline number is displayed at the top of the page. After my introductory remarks, our Group CEO, Rod Vawdrey, will take you through the 2021 financial year in more detail, including a year-to-date trading update. We'll then proceed with the formal business of the meeting to vote on the resolutions. Thank you again for coming to Nuix's first AGM as a publicly listed company. You know, it's been nearly a full year since Nuix listed on the ASX.

Some of the things we all believed then, that the pandemic had peaked or that the U.S. was beginning an orderly transition of power, turned out differently than we'd imagined. I hope you and your loved ones have been healthy and safe through these turbulent times. Looking back, despite a year of unexpected challenges, I'm very proud of the resilience Nuix has demonstrated and what we have achieved. Throughout the year, we've kept our eyes forward and stayed focused on the three pillars of our company: our innovative people, our inspiring customers, and our extraordinary technology that promises to bring understanding and structure to a digital world. Since its founding two decades ago, Nuix has anticipated and adapted to the challenges of finding patterns and meaning in structured, semi-structured, and unstructured data at scale and speed.

Now, throughout this time, its purpose has remained constant: finding truth in a digital world. Our core technology, built around the Nuix Engine, accomplishes this in a unique and proprietary fashion that enables the world-class solutions that Nuix is famous for. Nuix has earned the commitment of some of the most respected organizations in the world and propelled the once small Sydney-based company to become a global leader in a vital space. Today, Nuix is a leading provider of investigative analytics and intelligence software and more, with more than 480 staff worldwide, and we're serving over 1,000 customers across 79 countries. Now, this past year is only the beginning of our journey. The amount of data in this world will continue to grow at a mind-altering pace, and the need to find truth in this data is gonna grow ever more urgent.

Our software platform is evolving to keep up with the needs of our customers and capitalize on the shift to data in the cloud. Likewise, our company, we need to mature to match these demands, and so our company, too, is evolving to have the structures in place to become a truly best-in-class publicly listed company. Now, we've been candid with you and with ourselves about where we've performed and where we've fallen short. While our FY 2021 revenue results did not meet our initial expectations, we faced that disappointment head on and delivered a solid financial performance across statutory revenue, annualized contract value or ACV, and earnings before interest, tax, depreciation, and amortization, EBITDA. We have continued to experience low churn, a strong increase in multi-year deals, and a rise in consumption, including SaaS licenses.

We finished this year with a strong balance sheet and net cash of AUD 71 million. Now, among the many tests faced in the early part of its life as an ASX-listed company, Nuix encountered varied COVID-19 related impacts on our operations and our customers. We also experienced an extended transition of government administration in the United States during the November 2020 election and unusual levels of attention. Nuix demonstrated resilience through the volatile pandemic conditions across all of our international markets. Our people worked tirelessly to ensure continuity of our client services. Even in the lowest moments, their passionate commitment and their energy to our customers, our products, and our mission were evident across the entire organization. You know, a strong endorsement of the strength and uniqueness of our technology is that our customers have overwhelmingly stuck with us.

This is not out of sentimentality. It's because of the tremendous value our solutions bring to their operations. We're grateful to them and committed to continuously raising our game to carry on delivering the highest standard of excellence in technical support. When we help them achieve their ambitions, everyone benefits. We also recognize that our people are our most important asset, and as an organization, we've concentrated on our valued team members around the globe. You know, one of our efforts this year was ensuring that they have the necessary support and incentives to deliver future success for our business. Nuix continues to attract great talent, welcoming many dozens of new people last financial year, including a new world-class Chief Financial Officer in Chad Barton. We also added two outstanding solutions leads in Abdeslam Afras and Oliver Harvey, and other deeply talented leaders.

Next Monday, December 6th, we'll be adding yet another great leader, our exceptional new CEO in Jonathan Rubinsztein. As we look forward to FY 2022, Jonathan and our team will continue to work to attract the very best people and to keep investing for growth, particularly in sales and engineering roles. I'd like to draw some special focus on our efforts to mature our governance this past year. Now, as you know, the transition from private to public ownership had disappointments, and we recognize the toll that this took on everyone, including those of us at Nuix. We had higher hopes for the year. The measure of a company's governance is not whether it has ever experienced surprises or disappointments, but whether it confronts them honestly, acknowledges any shortcomings, and takes actions to improve.

You know, the Board and senior management have acted to continue to strengthen our governance structures, and we've been listening carefully to our shareholders and stakeholders, so that we take the right measures to achieve their aspirations for us. We understand the confidence is not a right, but can only be earned. We expect it to take time. We're doing the things required to restore fully the trust and confidence of the market, including all of our valued shareholders: hiring our new, highly accomplished Head of Investor Relations, Brett Dimon, adding new metrics and materials to our year-end results, expanding the scope of our audited FY 2021 financials, making executives and Board members available to meet with the investor community, and increasing the number of directors with distinguished service to ASX-listed companies.

All of those reflect our commitment to enhancing our engagement with the market and to meeting your expectations. We've reinforced our systems, and we've done the work necessary to be confident about our future. We stand by our financial accounting and disclosure processes, including those that underpin the development of our prospectus. We take every concern seriously, and we have structures and people to resolve them. We established an Independent Board Sub-Committee in May to examine and address concerns that includes Independent Non-Executive Directors, Sir Iain Lobban and Sue Thomas. Both of them eminent individuals with outstanding track records in their respective careers and past Board roles. Sir Iain Lobban is the former Head of the Government Communications Headquarters, and that's the British Signals Intelligence Agency, and a person of impeccable standing who just brings unparalleled industry insights to the Board.

As Head of the Audit and Risk Committee, Sue has brought decades of experience applying critical and objective analysis to financial reports and applying the most exacting standards that have been honed during her career as a business leader and as an Independent Director. She's played a crucial role in overseeing the audit of our FY 2021 financial statements, and she's worked tirelessly in recent months to support Chad and all of the finance team. We've seen progress and encouraging momentum from all these efforts. The effort to expand our Board confirmed this. You know, we drew an exceptional field of candidates leading to the additions of skillful and experienced Non-Executive Directors, Jackie Korhonen and Rob Mactier. They both joined us in October.

I'm delighted that Rob has been elevated to the position of Deputy Chair, a new position we created, and Nuix is now a truly global organization with its Board, with members across all three continents, reflecting that profile. Having Rob on the ground in Sydney as my deputy will assist in the management of our Board affairs and further strengthen our governance. We've also recently announced that Jackie will take on the Chair of our Remuneration and Nominations Committee, in which I know she will provide excellent stewardship of this important function. I give thanks to Dan Phillips, who as outgoing Chair of the RNC, led the CEO and CFO recruitment process in recent months. Dan continues to serve as a valued member of the Board, and he brings passion and just extraordinary knowledge of Nuix to the table.

Now, you're gonna hear more from Jackie and Rob a little later in the meeting. But they and the rest of the Board members and I, you know, have engaged in this process of listening to our stakeholders, to reexamining and to taking actions, and that's not a one-time effort. Our actions here reflect our core values. We will continue to engage transparently and in good faith with our key stakeholders, including our regulators. That work remains. There are ASIC investigations that relate directly or indirectly to Nuix. You know, the recent class action concerning the same issues, and an outstanding legal proceeding with a former CEO about his claimed compensation. At this point, we have no further updates on these investigations or the lawsuits. If or when there are material updates, we will promptly advise the ASX and you.

We want our leadership of this company to be known not simply for doing things right, but for doing the right thing. Our commitment to you is that we will handle these professionally and responsibly and consistent with our commitment to finding truth. Our CEO, Rod Vawdrey, will be speaking to results this past year and offering insights about the year ahead for Nuix operations. One area that I'd like to call out is something that doesn't appear on our bottom line, and that's our commitment to helping the people and communities that we serve. Nuix remains committed to promoting the well-being of our team members and contributing to the communities wherever we operate.

This past year, we've implemented a global well-being program, enabling our team members by providing them ready access to resources that enhance their health and their wellness that make them even better colleagues, partners, parents, and community members. We offer them access to resources and activities, fitness initiatives, and a range of other programs. Our employee social groups have also driven their own agendas and own initiatives in each region to promote wellness. Now, in 2020, we formalized the Nuix Foundation to protect and to defend vulnerable groups by donating software and services to agencies and not-for-profit organizations. You know, during FY 2021, the foundation supported Freeland and TRAFFIC, enabling those organizations to combat the horror of illegal human trafficking, as well as the tragic exploitation of rare and endangered species through wildlife trafficking.

The foundation has also supported a range of projects to deliver positive learning outcomes at all levels in digital discovery and forensics, as well as building schools, providing literacy materials, and sponsoring higher education paths. Looking ahead at our business itself, we're already hard at work writing the next chapter of the Nuix story. Part of this chapter involves a new CEO to steer the company towards its full potential. Thanks to Rod Vawdrey's willingness to announce his retirement plan so early, we're able to conduct a broad global search and effective CEO transition, and we're delighted that we've been able to identify and select an outstanding successor before this meeting. What's more, we announced that Jonathan will take the reins as the new CEO of Nuix starting next week, earlier than our initial expectations of late January.

Jonathan can do that because of the smooth and seamless transition that he and Rod worked through together. Jon's a seasoned technology executive with a track record of leading dynamic organizations in international environments. He brings a deep understanding of our requirements and opportunities and a successful record of steering an ASX-listed entity through a period of transformation and growth. Our Board was especially impressed with Jonathan's strategic thinking, his global viewpoint, his tremendous energy, his commitment to culture, and his devotion to Nuix's organizational mission. Now Jonathan is not on the call today, but we agreed that it would be a nice opportunity for him to say a few words to the shareholders of Nuix, which we pre-recorded. He looks forward to meeting all of our stakeholders in person once he officially begins next week.

Jonathan Rubinsztein
New CEO, Nuix Limited

Thank you, Jeff, and good morning, everyone. I'm extremely excited to be joining Nuix at such a pivotal time. There are few Australian-born technology companies that have achieved the kind of global leadership that Nuix has in its target markets. Looking beyond the recent challenges, the potential and promise of the business remains enormous. Having now met many of the team, it is clear that the people of Nuix are world-class and passionate about what they do. I'm committed to strengthening what they have built and providing them the space to thrive as professionals and help fulfill our mission of finding truth in a digital world. I've come from another global ASX-listed business where 95% of revenue is recurring and more than 80% of revenue is generated outside of Australia.

Working with our team, we drove a significant enterprise transformation, reinvigorated the culture, built out a world-leading SaaS platform, and implemented a partnership sales strategy. The significant improvement in share price was built off happy and strategic customer relationships and an agile and high-performing team. I can see the potential of Nuix's business remains enormous, and I can't wait to get started. Thank you, Jeff, for giving me the opportunity to speak today, and I look forward to communicating with the investor community in my upcoming role as CEO. Thank you.

Jeff Bleich
Chairman, Nuix Limited

Thank you, Jonathan. As you can see, we found someone just as passionate as we are about Nuix. Now, we truly believe that Nuix is better positioned than ever to succeed over the long term. Our technology remains best in class. Our customers have shown that they understand the unique value that we're able to provide, and we've strengthened our team and matured our structure to capture the significant market opportunity ahead of us. Once again, I'd like to thank all Nuix team members for their commitment and their resilience this past year. I'm grateful to you, our shareholders, for your ongoing confidence and support. Finally, I'd like to take this opportunity to thank Rod Vawdrey.

Today is his swan song as CEO of Nuix, and he leaves us with a record of achievement and a passion for Nuix that made it possible for Nuix to be the world-leading company that it is today. Rod has been the CEO for the past five years, and he enabled the company to list on the ASX to accelerate its growth potential. I'm grateful for his service. Right up to this point, Rod has been working to lay the groundwork for future success, helping transition Jonathan to his new role, and ensuring the leadership team is in good stead. Rod, you've shown tremendous drive and passion for Nuix and its people, and we thank you for all you've done to grow and strengthen the business. With that, I'd like to turn it over to Rod to give a CEO address to shareholders.

Rod Vawdrey
Executive Director and CEO, Nuix Limited

Thank you, Jeff, and good morning, everyone. Three key pillars underpin the strength of the Nuix offering. Our technology, our customer base, and our people. Nuix is truly a global business with more than 1,000 customers across the globe, generating nearly 90% of our revenue outside Australia. We have strong relationships with our loyal and well-diversified customer base, many who have been with us 10+ years . Our technology is best in class, supported by a talented and highly driven pool of people. The global pandemic has presented a unique challenge for everyone. During the financial year, most of our staff worked from home, and we saw enormous resilience and flexibility from our people. Our marketing events, customer engagement, and training shifted to virtual settings as our people pivoted to interact with our client base in the most appropriate ways, given those circumstances.

I'd like to take this opportunity to sincerely thank the Nuix team for the way they've responded to these challenges and for the way our customers have responded with a continued commitment to the Nuix offering. Our first year as a listed entity presented a range of challenges to Nuix. We were not able to meet all of our original prospectus forecasts. As Jeff mentioned, we acknowledge the impact this has had on our stakeholders. I'll briefly revisit our financial results for fiscal year 2021 now, which highlighted the recurring nature of our revenue and sticky customer base. Statutory revenue came in at AUD 176 million, 0.1% up on the previous year, but up 7.4% on a constant currency basis.

Annualized contract value was AUD 165.6 million as at the 30th of June, down 1.7% on the same time last year, but again, up 4.1% on a constant currency basis. Pro forma EBITDA rose to AUD 67 million, up 20.9% on the prior year and up 31.9% on a constant currency basis. Our relationships with our customers remain very strong, highlighted by our low churn figure and increase in subscription revenue. Customer relationships are an important area of strength for Nuix as I've said. Nuix is trusted and valued by organizations all around the world. We work closely with customers to make sure their complex needs are met in a sophisticated and trusted way.

During the course of the year, Nuix faced several headwinds in addition to the pandemic. In particular, foreign exchange movements weighed on some of our metrics, as did the shift to consumption licenses. This latter issue, the shift to consumption-based licenses, is a trend that does present some near-term headwinds, but benefits Nuix in the medium to longer term as we become more aligned with the exponential growth in data volumes and how our customers are choosing to consume our software. Nuix made important progress on a number of key initiatives during this last financial year. In Australia, we had important wins with government agencies and law firms. We also signed two very important Discover Software-as-a-Service deals with Tier One global law firms in the United States, as well as important multi-year contracts with major advisory firms in EMEA.

In Germany, we welcomed 27 new SaaS customers, and new employees were also onboarded for our expansion into Southern Europe. While this was happening, we continued to drive our research and development program. During FY 2021, our R&D team developed important connectors into market-leading business and productivity applications, as well as the ability to quickly review chat messages in Discover and Investigate. We were able to open up new markets with localized versions of Discover and Investigate, as well as develop support for additional mobile forensic platforms. In addition, we made important progress on our FedRAMP and IRAP accreditations in Australia and the U.S., which are key initiatives for the organization. These accreditations will open up new opportunities for our business across both government and corporate sectors.

We're now several months into the new financial year and in a position to provide some commentary on trading for the four months to the end of October. I'll first provide an overview, followed by some more specific detail. We have seen a lift in revenue compared to the same time last year, driven mainly by multi-year deals, although it's worth noting that Nuix's revenue profile does fluctuate, and this revenue growth is not necessarily predictive of growth over the remainder of the year. Our annualized contract value is flat compared to the FY 2021 result. As flagged at the FY 2021 results, Nuix is investing in and accelerating our product development pipeline, including Engine as a Service. In addition, we are building and enhancing our sales and distribution capability as planned.

The labor market, particularly for engineers, remains very tight, and this has contributed to a lift in our employee retention and recruitment costs. We've also experienced a large increase in non-operational legal costs. All of these factors have contributed to a material increase in our cost base in the financial year-to-date. Accordingly, pro forma EBITDA is down on the prior corresponding period as a result of the large and ongoing increase in our cost base. As an organization, Nuix is investing for growth with the benefits of this increased level investment to flow in future periods. Getting into the detail a little more, statutory revenue for the four months ending October was up circa 10% on the same period last year in both reported and constant currency.

This increase has been driven by the re-signing of a major advisory contract on a multi-year consumption license, along with other significant multi-year deals with existing customers. In addition, this period also saw the benefit of some deals which had slipped from the prior year being signed in this pay period. Offsetting this, unfortunately, new customer revenue is currently tracking 40% lower than the same time last year. As I touched on earlier, Nuix's revenue profile is variable over the course of the fiscal year, with December and June being particularly critical for contract signing. This level of growth early in the financial year is not necessarily predictive of the remainder of the year. As we discussed at the FY 2021 result, Nuix is leaning forward to invest in further sales, distribution, and development capabilities given the medium-term opportunities available to us.

In addition, we're continuing to work on migration of the core engine to a software as a service offering and other development work to support that. Given this investment, pro forma EBITDA for the four months ending October is down 27% in both reported and constant currency compared to the same period last year. As mentioned, we have seen a material increase in our legal costs of about AUD 4 million in fact, year-to-date. These costs will reduce over time, but are ongoing while investigation and claims are underway. Annualized contract value, or ACV, is a measure we use to consider the run rate of our business and is particularly useful in that it strips out the sometimes volatile impacts of multi-year deals on revenue. Our ACV is tracking in line with the run rate we reported at the FY 2021 results in both the reported and constant currency.

Subscription ACV, which is a subset of the total ACV, is also tracking in line with the FY 2021 result, highlighting the recurring nature of the majority of Nuix's revenue streams. We've mentioned before the transition occurring to consumption-based licenses. Our consumption ACV has in fact grown in excess of 20% since the full year result. Again, partly due to the big contract change that I already mentioned. Churn remains low and is in line with our very low rate at the full year result to now sit at 3.6%. Net dollar retention has improved since the result at 97.5% in reported currency and importantly 102.6% in constant currency. Nuix's balance sheet remains robust with net cash of AUD 57 million as at 22nd November.

The reduction since the FY 2021 result incorporates the approximately AUD 7 million initial investment in Topos Labs, as well as the overall increased investment in the business. In September, we announced the acquisition of Topos, a developer of natural language processing software based in Boston. The Topos artificial intelligence platform is designed to reduce the workload on data reviewers and analysts by surfacing relevant or risky content much faster. It also has the potential to offer user-friendly dashboards and the ability for more customizational solutions to be developed. With financial close now well behind us, integration processes are underway with the Topos team, which is now referred to in Nuix as the Natural Language Processing team.

We have finalized the terms for a proof of concept, in fact, trial with a global public sector contractor, and a broader proof of concept program is now being finalized to support early interest from customers wanting to be part of the early adopter program. We continue to hire to build out our NLP capability, including hiring to support the Spanish language capability translation. Our product solutions and engineering teams continue to focus on innovation within and extending our portfolio to address the increasing file types and use cases that set Nuix apart from its competitors. We've spoken about the passion and drive of the Nuix team multiple times. As an organization, Nuix is driven by a sense of purpose, bringing structure from chaos and contributing to the greater good of society.

It's this mission that moves us forward as an organization and is a critical reason why so many quality people are drawn to Nuix, finding truth in a digital world. In June, I announced my intention to retire from Nuix, and I have to say it's been an enormous privilege to lead Nuix over the past 6+ years and to be part of Nuix's transition to a truly global company. During my time, Nuix has almost doubled the team and introduced world-class enterprise selling, support, and engineering talent. We have more than doubled average transaction values while attracting unmatched customer base of the world's leading government and enterprise clients. I sincerely believe we have one of the most passionate, customer-focused, and talented teams in the global software space, helping our customers solve many of the most complex and difficult investigative challenges in the world.

Our team constantly goes beyond to help save lives, catch bad guys, and improve the security and safety of our customers and their customers. It has been a privilege working with the Nuix team, and I want to acknowledge and thank our extraordinary team for the amazing efforts that they go to every day. There have been some challenges over the last year, and the Nuix team has consistently risen to meet those challenges. I will leave Nuix in the next few weeks, currently confidently knowing the business and our customers are in safe hands. I believe genuinely that Jonathan Rubinsztein is the right leader to take Nuix to even greater heights. I look forward to watching Nuix's progress, and I wish the organization every success for the future. Thank you.

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Speaker 8

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Speaker 9

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Speaker 10

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Jeff Bleich
Chairman, Nuix Limited

Sorry, I was on mute. Before we return to the business of the meeting, I'd like to answer a number of general questions that have already been submitted by shareholders. Vanessa, would you please read out the general questions that you've received?

Operator

Shareholders in relation to the share price and financial performance of the company since the IPO. The following questions from Mr. [Michael Hearn] address the theme of these questions. Mr. [Hearn] asks, "What happened? Was the IPO overpriced to begin with? Were we given the wrong information? Is the company poorly managed?"

Jeff Bleich
Chairman, Nuix Limited

Well, thank you Mr. [Hearn] for your question. You know, I touched on some of these areas during my Chairman's address, just the range of challenges that Nuix faced in its first year as a listed entity. There was, of course, the pandemic to navigate, but that affected many other companies as well. In addition, there were a range of issues that were specific to Nuix. Some of the most significant were just foreign exchange impacts that affected us particularly hard because the lumpiness of our revenue stream and also because so much of our business is based in the United States.

The delays in the U.S. government contracting cycle, and then the government shift or the customer shift towards consumption as opposed to subscription models for licensing. You know, as Rod just explained, it has a near-term impact that was negative in this year, but over the medium and long term, it's actually a positive thing. It benefits the company. Those were some of the most significant factors. You know, the pricing of the IPO was made in consultation with our advisors and also the entire investment community that was engaged in the due diligence process.

As I mentioned, you know, we stand by our financial accounting and our disclosure processes, so including those that underpin the development of our prospectus. We did have a bit of a perfect storm during our first year, but we have a very strong and accomplished senior management team at Nuix, which has really been strengthened by some of the important senior hires that I've mentioned. Hopefully, that answers your question, Mr. [Hearn]. Back to you, Vanessa.

Operator

We've received several questions in relation to the Board and senior management. The following question from Mr. [Maximilian Marusic] captures the theme of these questions. Mr. [Marusic] asks, "What are the Board and senior management doing to repair the reputation of Nuix?"

Jeff Bleich
Chairman, Nuix Limited

Thank you very much for that question, Mr. [Marusic]. You know, I wanna emphasize that we take Nuix's reputation very, very seriously. A lot of the people who work at Nuix who came here did so because they come from law enforcement, and their goal is to bring truth to the digital world, bring integrity to it, go after the bad guys and help make us a better and more fair society. Many of us, even on the Board, come from that background, including myself and Sir Iain.

We have been a trusted partner to our customers over the years and you'll notice that even during a challenging first year, that our customer churn rate, or which is lost customers, is actually very low, 3.6%. That's because of the tremendous value of the solutions that we bring to our customers' operations. But it's also based upon the strength of our customer relationships and the trust that they have in our people. We take none of this for granted. As I mentioned in my initial address, we've been acting to continue to strengthen our governance structures and there are multiple ways in which we've done this. One was establishing the Independent Board Sub-Committee, which is composed exclusively of Independent Non-Executive Directors.

I mentioned Sue Thomas and Sir Iain who joined me in that, which was to review any material concerns that were raised about the functioning of the company. We added a number of new key positions, including a Head of Risk and an enhanced investor relations program. We worked, we went out and listened to our investors, spent a lot of time understanding where there were disconnects in their expectations for the company and the company's performance itself. In those situations, we've worked to provide new metrics and expand the way in which our information is presented with respect to our results, and we've gotten positive feedback from shareholders about that. We've also appointed new directors.

We recognize the importance of having people who were in Australia really understood had served in multiple roles as directors on ASX-listed companies, understood the media environment, understood the regulatory environment, had a close connection to the investor community. We've done a number of other things as well to ensure this, including bringing in a real world-class CFO and now Jonathan joining us as CEO to continue to grow and strengthen the business. We take our reputation very, very seriously. I really think we're moving in the right direction. We appreciate that trust is rebuilt over time.

It doesn't happen instantly, and we're committed to being, you know, transparent about the measures we're taking, and continue to do so. Hopefully, that answers your question, Mr. [Marusic]. Now back to you. Back to you, Vanessa.

Operator

Mr. Raymond Logan asks, "Will I be considered as part of the class action?"

Jeff Bleich
Chairman, Nuix Limited

Well, thank you for that question, Mr. Logan. You know, as we've flagged to the market, Nuix has received a class action claim. We actually noted that there's another one that has been reported to us as filed, but it hasn't been served on us. We're of the view that, you know, the claim we're aware of is misconceived and that Nuix will be defending the matter. You know, the class action with which we've been served indicates that all persons who acquired Nuix shares between 18 November of 2020 and 30 May of 2021 are members of the class. In terms of your own personal participation in the class action, that's of course something that you'll need to consider in terms of your own circumstances.

As I've said, you know, we have our own point of view about the class action. Are there other questions? Any further questions, Vanessa?

Operator

Yes, there are several questions in relation to the company outlook captured by, questions asked by Out of the Woodworks Pty Limited, "Where is the company heading? Is there an update on SaaS?"

Jeff Bleich
Chairman, Nuix Limited

Yeah, thank you very much for that question, and it's a good one. Look, the company is heading where the opportunity is. We're skating to where the puck will be. Obviously, we're doing quite a bit in connection with the fact that people want consumption as opposed to subscription licenses. We're also moving into the cloud. We're moving into software as a service. We're expanding in GRC. We have a focus on, you know, how sales are done and partner programs.

These are some of the critical areas in which we've been reinvesting for growth, in terms of rebuilding our research and development, making sure that we are staying ahead of the competition and also our sales distribution capabilities. You know, our R&D program is continuing at pace. It's, you know, and as you mentioned in your question, SaaS is an important component of that program. As we discussed in our full year results, we're currently doing a lot of work to transition our solutions to the cloud, including and I think Rod referred to this in his address, Engine as a Service, which we think is a great opportunity.

Yeah, we've got an outstanding team in place, really world-class technology and wonderful customers who have faith in us and have created very solid relationships. We're ready to take the next step in Nuix's evolution with the new leadership and with the new energy that brings to the company. Are there any further questions, Vanessa?

Operator

Yes. There are two questions from Mr. Dermot Cox, "Is the company encouraging additional research coverage by investment banks, and do you have any comments in relation to the equity holdings of Non-Executive Directors?"

Jeff Bleich
Chairman, Nuix Limited

Mr. Cox, yes, we are encouraging more investment banks to cover us. Right now, we currently only have one analyst. We think it would be better to have more perspectives and more attention. That's something that our excellent Head of Investor Relations, Brett Dimon, is working on. You know, part of our effort, going back to a prior question relating to trust is, we wanna have you know, greater understanding among our investor friends about you know, the work of Nuix. I and the other Board members have made ourselves available to investors to talk about it, and we want as much transparency as possible. That would be ideal.

With respect to the shareholdings of individual Non-Executive Directors, I, you know, wouldn't know that off the top of my head. What I could say is that we are all very engaged and committed to the success of the company. We believe in the company. Some of us have, you know, put our own money on the line, purchasing shares to, you know, both demonstrate that and also because of our faith. I think that aligns us with shareholders. W e're all very much independent, but also very much engaged. I don't know if I can offer more than that. Vanessa, are there other questions?

Operator

There are no more general questions, Mr. Chairman.

Jeff Bleich
Chairman, Nuix Limited

Okay. Well, we'll turn to the formal business of the meeting. We'll now consider the formal matters as set forth in the Notice of the Meeting. As set out in the explanatory statement for today's meeting, as Chair, I intend to vote all of the undirected proxies in favor of each resolution. Now, as required by the Corporations Act, the Financial Report, the Director's Report and Auditor's Report for the year ended 30 June 2021 are set out in the annual report. There's no requirement to approve these reports. Shareholders have been asked to lodge questions to Scott Walsh, a Partner at PricewaterhouseCoopers, the company's auditor, about the conduct of the audit and the preparation and content of the Independent Audit Report.

Vanessa, do we have any questions for this item?

Operator

Yes, we do. There's one question from Out of the Woodworks Pty Limited, "What provisions have been made to pay Mr. Eddie Sheehy in the event that his court proceedings are successful?"

Jeff Bleich
Chairman, Nuix Limited

Well, information on the Sheehy matter has already been outlined in the financial report and our annual report in that Section 9.5 of the notes of the consolidated financial statements. As we've indicated before, Nuix objects Mr. Sheehy's claim, and it's defending the proceedings. No liabilities have been recognized in the financial statements in relation to these matters. Obviously, because matters in litigation, don't wanna say more than necessary, and so I won't. But back to you, Vanessa. Are there any further questions?

Operator

There are no further questions.

Jeff Bleich
Chairman, Nuix Limited

Okay. Well, then there being no more questions, we will now move to the first resolution for consideration today, and that's Resolution 1 of the Remuneration Report. Resolution 1 is for the adoption of the company's 2021 Remuneration Report. I will read it out loud. That the Remuneration Report included in the Director's Report provided to shareholders as part of the Annual Report of the company for the year ended 30 June 2021 be adopted. Vanessa, do we have any questions for this item?

Operator

There are no questions on this item.

Jeff Bleich
Chairman, Nuix Limited

Okay. Well, there being no questions, proxy votes for this resolution are shown on the screen. If you haven't already submitted your vote for the resolution, please submit your vote now. Assuming that was a decent interval, we will now turn to the second resolution, the Re-election of Ms. Jacqueline Korhonen as a Director. Resolution 2 concerns the re-election of Jackie Korhonen as a Director, specifically to consider and if it's seen fit, to pass the following resolution as an ordinary resolution. I'll read this one aloud as well. That Ms. Jacqueline Korhonen, being a Director seeking re-election in accordance with clause 47(d) of the Constitution of the Company and being eligible, offers herself for re-election, be hereby re-elected as Director of the Company.

Now before we open voting on this, I just wanna say a few words about Jackie, myself having been part of the process of selecting new Non-Executive Directors and having had the privilege of working with her, over the past recent months. Jackie is terrific. She is a highly experienced business leader, has extensive experience in the IT sector, having started her career as an engineer at IBM. She's held senior roles with IBM over a 23-year period across the entire Asia Pacific, Australia, New Zealand, ASEAN, India, China, full range of markets. She's also held key executive roles. She was CEO of Infosys in Australia and New Zealand and also SMS Management & Technology. She's been a valued Non-Executive Director and Board advisor.

She's currently a Non-Executive Director of MLC Insurance of Auswide Bank, and .au Domain Administration. She's also a member of the Board of Chief Executive Women. A copy of Jackie's bio has been included in the Notice of Meeting. She just brings extensive IT sector experience to the Board, particularly in the area of software, product engineering, and data and analytics. Her experience, including as a business leader in the IT sector, exposure to a wide range of geographic markets and as a Director of Australian-based organizations, she's, you know, she's been a terrific fit for Nuix's requirements. In recommending her appointment, the Board notes that Jackie confirms that she has the capacity to fill her obligations as a Non-Executive Director of Nuix. The Board considers Jackie an Independent Director and recommends her re-election. I will now play a message to shareholders from Jackie.

Jackie Korhonen
Non-Executive Director, Nuix Limited

Thank you, Chairman, and good morning, everyone. It's a great pleasure to be with you virtually today. I'm hopeful the opportunity will present itself to meet face-to-face in the new year. My appointment as a Non-Executive Director was announced in October, and it's a real privilege to now seek election from shareholders. Nuix is an Australian technology company that has grown into a global organization. Over a long career in the IT sector, I've seen firsthand the exponential growth in data over recent decades. The important ways in which accessing and harnessing the power of data can benefit both organizations and individuals. My executive career spanned 23 years with IBM, living and working across a range of international markets. After IBM, I was appointed CEO of Infosys Australia and New Zealand, and then CEO of SMS Management & Technology, an ASX-listed IT services company.

After that role, I returned to IBM as the Vice President of Cognitive Transformation Services across the Asia Pacific region. I previously served on the Board of NetComm Wireless and I'm currently a Non-Executive Director of MLC Life Insurance, Auswide Bank, and the .au Domain Administration. Nuix's vision is finding truth in a digital world. The power of the Nuix Engine and the multiple associated use cases mean Nuix is well-placed to continue to provide meaningful solutions and insights as our digital world becomes ever more complex. I'm excited to be able to leverage my background across a range of IT organizations as Nuix moves forward. Combined with my experience as a Director, I look forward to contributing to the collective skills of the Nuix Board. Thank you for considering my appointment to the Nuix Board.

Jeff Bleich
Chairman, Nuix Limited

Great. Vanessa, do we have any questions for this item?

Operator

There is a question about the re-election of directors in general. Mr. John Laird has asked, "Why you put the new directors up for re-election instead of the other Board members?"

Jeff Bleich
Chairman, Nuix Limited

That's a very fair question, Mr. Laird. You know, I'd like to emphasize that the current directors have been in place less than a year. I think the process that we've selected is entirely you know the standard within our constitution and also the listing rules and guidelines. You know, the reason that directors are generally not required to be considered for election in their first year is because you know that time is generally too short for them to have had a full or a chance to really fully understand every aspect of the issues confronting the business, to develop their strategy, to implement it, and then to be able to assess its success.

You know, it's essentially the same reason generally that we give political leaders multi-year terms before we judge their performance. Now in the case of Rob and Jackie, they're up for re-election only because they haven't previously been approved by the shareholders, and we felt it was important for shareholders to have that opportunity. Just as they had the opportunity to consider the qualifications of Dan and Sue, Iain, Rod, and myself. We will of course continue to put Board members up for re-election on an ongoing basis in line with our obligations under the constitution and our listing rules. A good question and thank you. Now back to you, Vanessa.

Operator

We have a question about Ms. Korhonen's judgment and experience as a business leader. Can Ms. Korhonen comment on what she has learned from her previous executive roles that she brings to Nuix?

Jeff Bleich
Chairman, Nuix Limited

No, I would try and pass this on to Jackie, but I think probably this is one of those situations where, as we lawyers like to say, you know, res ipsa loquitur. You know, she's been CEO of two companies in the same business area. She's been a respected Independent Director in a number of major companies in Australia. She has an impeccable reputation. So, hopefully that answers the question. Are there any other questions, Vanessa?

Operator

There are no further questions on this resolution.

Jeff Bleich
Chairman, Nuix Limited

Okay. Well, there being no more questions, proxy votes for this resolution are shown on the screen. If you haven't already submitted your vote for this resolution, please submit your vote now. Okay. Well, assuming that was a decent interval for people to cast their votes, we now move to the third resolution, and that's the re-election of Mr. Rob Mactier as a Director. Resolution 3 specifically is to consider and if thought fit to pass the following resolution as an ordinary resolution. I'll read it aloud. That Mr. Robert Mactier, being a Director seeking re-election in accordance with Clause 47(b) of the Constitution of the Company and being eligible, offers himself for re-election, that he be hereby re-elected as a Director of the Company.

It may be helpful, I know his bio was provided in the meeting materials, but a few reflections on my own experience, both in the selection of Rob and also in his performance during these early months as an Independent Director. He's a very experienced company Director, both in Australia and offshore. He has strong investment banking experience in telecom, media, entertainment and technology sectors. He commenced his working life at KPMG before embarking on a really extensive career in investment banking that spanned more than 30 years, including roles with global firms, Citigroup and UBS.

He's currently the Non-Executive Chairman of ALE Property Group, as well as a Consultant to the Investment Banking Divisions of UBS AG in Australia. Rob was previously the Non-Executive Chair of ASX-listed WPP AUNZ, as well as a Non-Executive Director of a Nasdaq-listed company, Melco Resorts & Entertainment. Rob just brings very comprehensive experience set to the Board, including a strong understanding of capital markets and financial expertise. Rob's extensive skill set spans financial markets and institutions across both domestic and international markets. In addition, Rob's deep experience as a Non-Executive Director across a range of organizations makes him very well placed to contribute to the broad expertise of the Nuix Board generally.

You know, perhaps a measure of that confidence from his fellow Board members is that we recently voted to appoint him to the newly created position of Deputy Chair of the Board. I should have mentioned this earlier with respect to Jackie. She has been named and again, this is in a prior release, as the new Chair of the Nominations and Remuneration Committee. Again, just an expression of compliments by the Board and these two new Non-Executive Directors. In recommending Rob's appointment, the Board notes that Rob confirms that he has the capacity to fulfill his obligations as a Non-Executive Director of Nuix. The Board considers Rob an Independent Director and recommends his re-election. Now I'll play a message to shareholders from Rob.

Rob Mactier
Non-Executive Director, Nuix Limited

Good morning, all, and thank you, Jeff. It's a pleasure to be with you virtually today and to offer myself for election to the Nuix Board. I'm currently the Chairman of ALE Property Group and have previously held Board positions as the Non-Executive Chairman of WPP AUNZ, and as a Non-Executive Director of Melco Resorts & Entertainment. I'm also a Consultant to UBS in Australia. I was attracted to the opportunity to join the Board of Nuix because of its world-class technology, its passionate and purpose-led people, and its outstanding global customer base. I believe I have the background and skill set to complement the existing Nuix Board capability, as well as add some unique perspectives to the Board. My executive career in investment banking has spanned more than three decades across a range of markets.

Over the course of my career, companies and markets have experienced unprecedented disruption, innovation, and globalization. I'm committed to adding my capital markets and financial expertise, together with my own Board experience, to the skill set of the Nuix Board as Nuix itself continues to grow and evolve. Thank you for considering my appointment to the Board. It will be a privilege to represent you on the Board of Nuix, a company that I believe has all the qualities to further its position as an Australian-born, globally leading technology company. Thank you.

Jeff Bleich
Chairman, Nuix Limited

Vanessa, do we have any questions for this item?

Operator

There are no questions on this resolution, Mr. Chairman.

Jeff Bleich
Chairman, Nuix Limited

Okay. Well, there being no questions, proxy votes for this resolution are shown on the screen. If you haven't already submitted your vote for this resolution, please submit your vote now. Okay, assuming that was an appropriate interval. As previously noted, the results of the polls will be released on the ASX Market Announcements Platform later today. Which brings us to other business. Before closing today's meeting, Vanessa, are there any other questions?

Operator

There are no further questions, Mr. Chairman.

Jeff Bleich
Chairman, Nuix Limited

Okay. I note that there are no further questions received on any other business to be brought before the meeting. There being no further business, I now declare the meeting closed, and I thank you all for your attendance and your continued support.

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