Good afternoon, everybody, and welcome, and thank you for those in the room for joining us, and also welcome to everybody online. Welcome to the 2022 Annual General Meeting of OFX Group. This meeting is being recorded so that it can be uploaded to our website for later viewing. My name is Steve Sargent. I'm the Chairman of the board for OFX, and I will chair today's meeting. This meeting is being held as a hybrid meeting, with some investors present here in our offices in person and some are attending online. I'd like to start with an acknowledgement of country. We acknowledge the Aboriginal and Torres Strait Islander peoples as the traditional owners and custodians of the lands on which we meet, and we pay our respects to elders past, present, and emerging.
The Company Secretary has advised me that we have a quorum of at least two shareholders present, so I declare the meeting open. I would like to introduce to you our OFX directors. We have Skander Malcolm to my right here, who's the CEO and Managing Director, and then we have all of our non-executive directors present. To my left here, Patricia Cross, Connie Carnabuci, Cathy Kovacs, Douglas Snedden, who chairs the Remuneration and Nomination Committee. Grant Murdoch, who chairs the Audit, Risk, and Compliance Committee. Elisabeth Ellis, our Company Secretary, is also attending, and the company's auditor, Shaun Kendrigan from KPMG, is also here in person. Members of the Group Executive Committee, Group Executive Team, sorry, are also attending either in person or via Zoom. Here in person with me is Selena Verth, Mark Shaw, Adam Thomas, Elaine Herlihy, who's joining by Zoom.
Kate Svoboda, Yung Ngo, Alfred Nader, who's joining by Zoom, and Sarah Webb, who's joining by Zoom. It is wonderful that unlike the last couple of years, shareholders have the option to attend in person, and we're delighted to see you all here today. For those attending via Zoom, if you have any technical issues at all, please email agm@ofx.com or call the OFX team on country code 612-8667-9160 for support. We have people ready to respond to you immediately. Now on to the agenda for today, and the proceedings will be. Initially, I will make a brief introductory address. I will then introduce our CEO and Managing Director, Skander Malcolm, who will provide his address.
We will then move to the formal part of the meeting and the resolution set out in the notice of meeting that has been sent to all shareholders. There will be an opportunity to ask questions on each resolution and also during the general discussion session following the formal business. If you have any general questions, I would ask you hold those until the end of the meeting, where we have our general discussion. Any questions on any specific resolutions, if we can keep those, for when the resolutions are being considered. I will now deliver my address. I am pleased to share that the execution and progress against our strategic priorities in the fiscal year 2022 has been excellent, and that the board and I are very pleased with the progress we are making in building a more valuable company.
Skander will share a summary of the financial results, but we are particularly pleased with the combination of strong growth in net operating income at healthy EBITDA margins, strong risk outcomes, while we continue to grow our investment in the capabilities we need. As you are aware, I intend to step down from the board after this AGM, and it is with this in mind, I would like to share some reflections as well as wish the team well for the future. When I joined the board of OFX in 2016, it was a good company that had somewhat lost its way. We were fortunate to have great foundations, a strong risk management culture, a strong customer-centered service culture, a sustainable core business, and a strong value proposition. We had a good team, loyal clients, and opportunities to grow.
Our reputation with banks and regulators was really very sound. However, we were not executing well. We had a lot of activity, but an unclear operating framework, resulting in us not meeting the commitments we held ourselves accountable to. Our vital signs, customer growth, revenue growth, and earnings were all in decline. Competition had intensified significantly. Competitors were well-funded and measured their success by revenue growth and growth in customer numbers while generating ever-increasing losses. The options available for clients and prospects had changed dramatically, and we had been slow to adapt and evolve. We refocused on a few important areas, growing client value, generating a sustainable return, and innovating within the new environment we saw. We significantly upgraded our global executive team and intensified our focus on the corporate segment and on growing the North American region.
We increased our investment in technology and improving our customer experience, our risk management, and our compliance, all while acting and behaving in ways society expects from a financial service firm. There were many times where it felt like we were swimming against the tide, but the board and the management team remained resilient and focused on the strategy we had committed to, as did many of you. I'm delighted to see the progress we've made in building a more valuable company. Skander will share the fiscal results for the year 2022, but it must be said they are the fruits of years of hard work, good investment and good execution from the board through management to the broader OFX employee community, everyone involved. Looking forward, I know the team has never been in better shape, and the market sees a strong and sustainable growth company.
I know T ricia will be an outstanding chair. Her market experience, her global perspective, and her integrity are exactly what we need to take OFX forward to the next level in the times we're heading into. I would now like to hand over to Skander Malcolm, our CEO and Managing Director.
Thanks, Steve. We're on slide six for those who are following online. Fiscal year 2022 was a record year for OFX in terms of financial performance versus fiscal year 2021. We delivered turnover of over AUD 33 billion, up 32.7%. Net operating income of AUD 147 million, up 24.7%, and underlying EBITDA of AUD 44.5 million, up 53.1%. These results were underpinned by great execution with every region up to double digits, also growing active clients, negligible losses, and stable margins excluding same-currency transfers. In addition to the great results and the great execution, the team completed the investment in TreasurUp and agreed to acquire Firma Foreign Exchange, which largely completed on May 1, and which significantly bolsters our corporate segment in North America.
Finally, our consistent focus on risk management and the investments we've made have delivered exceptional risk outcomes, along with consistently positive regulatory engagement. In an uncertain operating environment, I couldn't be happier with the team, the strategy, and the momentum we created in fiscal year 2022. Moving to slide seven. It was encouraging to report the momentum of the company across its key operating metrics. As mentioned, turnover of AUD 33.2 billion was up nearly 33% versus the prior corresponding period, which is excellent. It was also terrific to see second half up over 21% versus first half, and we'll unpack the drivers of turnover later. Suffice it to say, there's strength in all the key areas, and we saw a substantial growth in average transaction values that certainly helped.
Net operating income of AUD 147 million, up just under 25% was outstanding. The hard work on managing our costs that arise from revenue, being bank fees and commissions, is creating a much healthier leverage from the revenue we generate. It was also encouraging to see the second half grow over 14% versus the first half. Finally, the underlying EBITDA of AUD 44.5 million, up over 53% versus last year and up over 19% versus the first half, was also terrific. It reflects a very healthy company with good fundamentals. Slide eight is a snapshot of our vision to build the world's leading value-added cross-border payments specialist. I've gone through all of this at our investor day in March, so I won't repeat it.
In summary, we believe we're well-placed to capitalize on the enormous opportunity ahead of us at a time when the value in being a specialist provider is only becoming more apparent. This is underpinned by our global operating model, our unique customer value proposition, and our high caliber team. On the right-hand side, we have highlighted the dimensions of what a more valuable company could look like, including strong recurring revenue at healthy EBITDA margins with high cash generation being put to work in profitable growth, either organically or inorganically. We're well on our way in delivering this. Moving to slide 10 and an update on our performance in the Q1 of fiscal year 2023.
This was another good quarter with net operating income of AUD 47.9 million, and this represents growth of just under 45% versus Q1 2022, and 22% up from Q4 fiscal year 2022. Excluding Firma, which contributed AUD 10.5 million, we saw growth of 13% versus Q1 2022. We continue to experience high average transaction values across the portfolio. Consumer average transaction values were AUD 21,000 in Q1 2023, broadly in line with fiscal year 2022 and above our guidance of around 19,000. Corporate ATVs were 32.2 thousand in Q1 2023, down 11.8% from Q4 2022, but still above our previous guidance of between 27,000 and 29,000. Firma average transaction values in Q1 2023 were AUD 71,000, up 9% on Q4 2022.
Across the segments, corporate again performed very well, up 83% versus Q1 2022 or just under 20% ex-Firma. I will talk in more detail to this in a moment, including on the integration of Firma, which is on track. Our respective regions all delivered a strong performance, but the standout was North America, up just under 99% versus Q1 2022 and up over 83% versus Q4 2022. The business continues to deliver strong cash flows, meaning we have already been able to repay AUD 14 million of our principal debt balance while maintaining good balance sheet flexibility, which is important in times of economic uncertainty. Lastly, we continue to invest in our systems and processes to make our business more efficient and highly scalable, including a new reconciliation engine which allows us to instantly process nearly all our incoming payments.
All up, a great start to fiscal year 2023, which is very encouraging. Moving to slide 11. We saw good performance across our key metrics. Against Q1 2022, fee and trading income rose nearly 42%. Net operating income was up nearly 45%, and turnover was up over 32%. Against the Q4 2022 metrics, we are solid ex Firma and strong with Firma. Average transaction values, a key driver of turnover, and our exceptional fraud-related losses both remained in line with our experience in fiscal year 2022. Turnover grew 3.3% versus the Q4 . However, this was the result of a larger proportion of same-currency transactions in the prior quarter that did not repeat. Excluding these transactions, turnover grew 12.9%, which, combined with higher margins, resulted in 20%+ growth in fee and trading income and net operating income.
All of these metrics are tracking in line with our expectations or slightly ahead. Let me unpack these in a bit more detail by looking at the segments on slide 12. As you can see, our consumer and corporate segments have been very strong in Q1, while we saw some softness in our enterprise and online seller segments, largely due to market conditions. Our high-value consumer portfolio grew nearly 13% versus the Q1 2022 and just under 3% versus the strong Q4 . This is a good result, driven by strong activity and, as always, exceptional service delivery across our regions. Average transaction values have remained elevated, with our clients continuing to use us for property and wealth use cases, spurred by currency volatility in the early part of the Q1 . We've also seen travel return as a good use case.
Our corporate segment was once again excellent, growing over 83% versus the Q1 of fiscal year 2022 and over 45% versus the Q4 of 2022. Firma played its part, growing strongly at 31% since acquisition versus their prior comparative period, but the remaining portfolio grew nearly 20%. As we talked about at the full year, we saw some large corporate transactions in the Q4 that did not repeat, which is why ex-Firma revenue was slightly down versus the Q4 . We're delighted with the growth, with the quality and the sustainability of this revenue, and all regions are delivering. Our online seller segment had a tough quarter, down more than 3% versus the Q1 of 2022 and just under 11% versus the Q4 .
More broadly, the e-commerce market as a whole is up and down, with pockets of strength offset by declines from the peaks that we saw in 2021. We continue to invest in our capabilities, products, sales and technology, and are committed to competing and growing in this segment. In enterprise, we also saw some softness, though this was partially due to a few large transactions with a long-standing client in the Q4 that didn't repeat in the Q1 . Overall, the progress is solid, with the pipeline healthy and some smaller partnerships being signed and activation of our new larger partnerships progressing, albeit more slowly than we'd like. This largely relates to the time it takes for their end clients to onboard with OFX, and we're encouraged by what we've seen from new clients that have adopted our integrated service.
We remain committed to this segment, and we continue to invest in our capabilities to compete and win. We continue to see both online sellers and enterprise as good growth segments for OFX and invest thoughtfully. Moving to slide 13, I'm very pleased with the progress on Firma. The transaction was largely completed on May the first, with all except the U.K. business transferred. Integration is going well, and we were delighted with the people and the performance to date, which is ahead of our expectations. We drew down the debt facility on close, but as mentioned previously, we've already repaid AUD 14 million through the Q1 and have repaid further debt in the Q2 already, so this will be lower again at the half. The integration team is doing well.
There's a clear set of priorities, good communication, and the pulse surveys, as well as the attrition rates, confirm employee engagement is strong. We remain confident of our synergy assumptions that we communicated and the EPS accretion on an underlying basis of 20% in fiscal year 2023 that we committed to. Full credit to both Firma and OFX employees for embracing this opportunity to build a stronger combined group. In closing, we're very happy to confirm guidance that we previously provided for fiscal year 2023 on slide 14. Our priorities are unchanged. A strong integration delivering EPS accretion, continued growth in North America, and launching our European expansion. Building momentum in corporate, online seller, and enterprise. Finally, driving the returns from our investments, particularly our product risk payments and risk investments.
These will deliver our vision of building the world's leading cross-border payment specialist, and I look forward to updating you on our further progress at the half year. With that, I'm delighted to hand back to Steve to conduct the formal business. Thank you, Steve.
Thanks, Skander. Clearly, the performance of the company in the Q1 is continuing a similar direction to what we saw last year, and we feel very good about that. I will now turn to the formal business of the meeting, taking each resolution in order set out in the notice of meeting. There will be an opportunity to ask questions on each resolution. Questions not related to the resolution should be held until the end of the formal business, when I will open the floor for general questions and discussion. A poll will be conducted on all resolutions. Votes will be excluded in accordance with the rules of the Corporations Act and the ASX Listing Rules. The combined proxy votes and direct votes will be shown after discussion on each individual resolution.
I advise the meeting that I will be voting all undirected proxies in favor of the resolutions, as indicated in the notice of meeting. To ensure that all shareholders and proxies have an opportunity to vote, I now open the polls. Shareholders and proxies who have registered with their shareholder number or their proxy code can now vote in person or online. If you are a shareholder or proxyholder here in person in the room, you were given a voting card at the registration this afternoon. Please complete the voting card by ticking the for, against, or abstain box in respect of each resolution and hand it to the Link staff sitting at the entrance table. If you have to leave prior to completion of the meeting, please complete your voting card and place it in one of the ballot boxes held by the Link staff on your way out.
If you have joined us online, we now have opened the electronic voting card for the poll. It should have popped up on your screen. Please vote by selecting the for, against, or abstain box in respect of each resolution on the electronic voting card. After completing all items in the vote, you will need to click the Submit button at the bottom of the voting card. If you want to vote later, then you can move the electronic voting card on your screen, or you can close the electronic voting card by clicking the X at the top right-hand corner. You will be able to vote at any time until the close of the meeting when I declare the voting closed. You just click on the poll button on the banner to reveal the voting card again.
If you cannot, if you are not a shareholder or proxyholder, or if you have already voted, please close the electronic voting card by clicking the X at the top right-hand corner of the electronic voting card. If you have already voted and you vote again during the meeting, your previous vote will be invalid. The votes will be counted by our share registrar, Link, who will also act as scrutineer. We will announce the results of the poll and advise the ASX as soon as the results are determined, which is expected before the open of market tomorrow. If you have any issues voting during the meeting, please look at the detailed instructions in the OFX online AGM guide or call country code 612-8667-9160. The first item is the financial report.
There is no vote on this item, so please check Acknowledged if you have joined online. For items two-seven , please lodge your votes. For those attending in person, could you please address all questions to me as Chair? If you wish to speak, could you please move to a microphone so that all shareholders can hear your comment or question. Please then state your name. Shareholders or proxyholders who are attending online and have provided their shareholder number or proxy code when registering can ask questions by typing it into the Q&A box at any time or by indicating that you would like to ask a question verbally. You will need to navigate to the lower section of your Zoom window and the bottom menu bar will appear, then click on Q&A button.
You will need to enter your full name and your shareholder number or proxy code, and then either type in the question into the box and press the Send code or indicate that you would like to ask a question verbally. If you would like to ask a question verbally, the moderator will indicate directly to you via the Q&A box that you can ask your question and your microphone will be turned on so you can ask that question. Please then state your name. Now let's turn to the first item of formal business, which is the tabling of the financial statements and reports of the directors and the auditors for the year ended the 31st of March, 2022 .
The company is required to lay before the meeting the last audited financial statements and reports which were released to the ASX on the seventeenth of May, 2022 as a part of the company's annual report. No resolution on this matter is required, but I now invite shareholders and their proxies to comment or ask questions on the reports. Questions may also be asked of the auditors in relation to the conduct of the audit, content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. Our auditor, Sean Kendrigan, from KPMG, is present and part of our panel on the Zoom for that purpose. Sorry. Are there any questions or comments on the financial statements and reports of directors and auditors for the year end 31st of March, 2022?
Nothing online on that.
Nothing online? No questions online. Okay. As there are no questions, no further questions, we'll now move to item two. Item two is the re-election of Ms. Patricia Cross. Having been appointed as a director of the company effective 20 July 2022, Mrs. Cross is retiring in accordance with Article 47(d) of the company's constitution and is standing for re-election. Details of Mrs. Cross' experience are set out in the notice of meeting, so I will not repeat those details here. The board, with Mrs. Cross abstaining, supports Mrs. Cross' re-election as a non-executive director. It is the director's intention that Mrs. Cross will be appointed to succeed me as chair. I hand over to Mrs. Cross to briefly address you. Patricia.
Thank you, Chair. Well, it's an honor and a privilege to be here seeking election to the OFX board. What I've learned so far here is that OFX is a wonderful company with a compelling purpose, a deeply talented management team and board, and a strong and resilient business model. In my many years of working both as a senior executive and a non-executive director across a wide range of financial services and other regulated industries, I've had the privilege of working with many of the largest international companies operating in many countries. That means I have known for a long time what we all know, and that is that international payments, and especially foreign exchange, has for far too long been dominated by the banks.
My early career experience in being part of the original team that founded OTC derivatives, combined with my executive, operational, and board-level background at some of the world's best global banks, tells me that there is a compelling customer need in this market for OFX's service offerings that combines great pricing, user-friendly technology, 24/7 personal assistance, and of course, global reach. That's why I've joined OFX. I believe the market opportunity is enormous, with OFX currently holding less than 0.05% share in a market that's estimated at $206 billion. OFX has a thoughtful and sensible international footprint. OFX has world-class risk management. Best bit is wonderful staff and outstanding management team, and a highly capable and flexible attitude.
It's true that I've had the privilege of serving for 25 years as an independent NED on some great listed Australian and British companies. However, most importantly, I've been lucky enough to spend 20 years in international investment management and superannuation here at home. I do think, as you, the shareholders, think. I've learned that stewardship is so very important, that strong governance does matter, and that companies that operate in a socially valued and sustainable fashion are those that survive and thrive over the long term. With my election to this board, I can assure you that I will join my colleagues in serving diligently and to the best of my ability in representing and taking this company further forward. Thank you, Chair. You have left a huge legacy for me to follow. Thank you, shareholders.
Thanks, Patricia. Appreciate that. Are there any comments or questions concerning Patricia Cross' re-election?
We've got some online.
Okay.
Do you want to do in here first or online?
Any questions? I don't see any questions internally. Anyone have any questions on the floor? So, online?
Yeah. The first question, which I'd ask Douglas Snedden as the head of the nominations committee, to address. The question is: Please outline the selection process for the recent chair succession. Were any external candidates considered? Was any outside firm involved in the selection process? Were there multiple candidates? If so, what was the voting process? When Patricia Cross was first invited to join the board, was it with a view to appointing her as chair?
Thanks, Skander, and good afternoon, everybody. I'm Doug Snedden, the chair of our nominations committee. The board, I think as set out in the annual report, does maintain an ongoing process of succession planning around the board. In the case of Patricia, I'll happily address that specifically. We did use an external search firm. We actually undertook a comparison of a number of firms before we appointed Heidrick & Struggles to undertake the work.
In doing so, we were specifically seeking a director who could move into the chair position, and in particular, the sorts of skills we were looking for, somebody with international financial services experience, strong domain experience in the area of payments, both as an executive and non-executive board experience, including experience as a chair, experience in regulated environments, particularly the U.K., U.S., and Australia, New Zealand, and somebody who we believed would fit well with the board and work well with the CEO. I think we could say we can claim great success in our search, and we're very happy to have Patricia on board. I think, as shareholders, I think everyone should be very grateful that we've got somebody of such caliber to lead the board in the future.
Thanks, Doug. How about the second question?
The next question is also from an individual who asks or states, "I fully support the appointment of Patricia Cross as chair. She speaks six languages, and OzForex is her sixth listed financial services board seat over the past 25 years. The others being AMP, NAB, Macquarie, Suncorp, Aviva. Could she please comment on why she never served as chair of any of those boards when she now clearly has demonstrated ambition to be an ASX 300 financial services independent chair at OFX? Did she never have the support to be chair at those other five companies, or did she never put her hand up? If not, why not?
Great question. That's a good question. Thank you to the shareholder that asked that. I actually have been on eight listed companies, and this is the ninth. So there is a repeat pattern there. I'm not ambitious for the sake of being ambitious. Just never, you know, been that way. Have run marathons, so love one of our shareholder's comments about that, but that's been the extent of my ambition. I'm very ambitious for OFX, though. I think it's a really interesting company with so much potential. You know, as well, I have three children. They are young adults now, but when I was beginning my career as a non-executive director, they were very young and travel was, you know, quite complex. It was sufficient to be doing what I was doing.
I always chaired a committee on all of those listed companies. It was usually the risk committee for financial services and remuneration for non-financial services. Although I chaired the REM committee at Aviva also. You know, I was asked quite early on. I didn't think I was ready. By the way, the other two companies are Wesfarmers and Qantas. It's a you know mix of companies. I didn't feel like I was ready when I was initially asked, and the children were too young. There have been various things that have come along the way, and they just didn't feel quite right. I'm very conscious of not over-boarding.
There's another question online also for you, Patricia. Yep. Many thanks once again for disclosing the proxy position to the ASX with the formal addresses before the meeting commenced. OFX has been doing this for longer than any other ASX 300 company that I'm aware of. Competitors like Macquarie refuse to do this. Please explain the history of this excellent transparency practice. Could Patricia Cross, a former Macquarie director, commit to continuing this practice at future AGMs of OFX, I assume, when she takes over as chair? Well done on the 98% plus mandates on all resolutions too.
I think as far as OFX is concerned, it has been a practice we've always adopted to disclose the proxy votes beforehand. I think all shareholders vote independently. I don't know if it influences much, but and I think I can say on behalf of all the directors here, the company will continue to do that.
Yes. Thank you.
So-
Just one final one.
Yeah.
This one here. Patricia's plans.
Yep.
The last one for now for you, Patricia. What are Patricia's plans in terms of building her shareholding in the company as chair?
Am I allowed to say? You sure?
Yeah.
I have put an order, subject to us remaining in the open period after we open tomorrow, to purchase 100,000 shares tomorrow. That's subject to our staying in the open period.
Yeah. For that shareholder's information, we do have blackout periods and there are certain times we can't. Directors and employees are not allowed to buy shares. We've been in one of those periods 'cause we had information that was released to the market today that was known to us but not known to all shareholders. That blackout window is a non-trading window for us, ceases at the close of business today and from tomorrow onwards. I also wanna make you aware that we do have a minimum shareholding requirement for all directors, and all directors are compliant with regard to that minimum shareholding.
I'm not giving guidance, I have to say. I'm married to a lawyer.
No more on that. Thank you. Before I put the resolution to the meeting, I will advise you of the proxy votes again. The proxy votes received are as follows. We have for the vote 99.49%. Against 0.01%. Abstain 24,700 votes. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. I think you need to lift your game.
Thank you.
We now move to item three. Item three is the election of Connie Carnabuci. Having been reappointed as a director of the company at the AGM in 2019, Ms. Carnabuci is retiring in accordance with Article 47(a) of the company's constitution and is standing for re-election. Details of Ms. Carnabuci's experience are set out in the annual report and the notice of meeting, so I will not repeat those details again. The board, with Ms. Carnabuci abstaining, supports Ms. Carnabuci's election as a non-executive director. I'll hand over to Ms. Carnabuci to address you briefly. Connie? Connie's just coming up to the lectern.
Thank you, Steve. Good afternoon, everyone. I am seeking re-election to the board for a second term. I've served on the board since April 2019. As Steve mentioned, I'm a member of the People, Culture, and Remuneration Committee and the Nominations Committee. As a matter of practice, I attend all of the audit and risk committee meetings as well, as an observer. I hold 46,832 shares in OFX, which complies with the minimum shareholding requirement. I have 35 years of experience as a senior legal advisor to technology and data-intensive businesses. I've advised boards and C-suites both in Australia and internationally. Since joining OFX three years ago, it's fair to say that the company has evolved significantly through investments, technology, operations, and marketing to become a global scale operator.
My career in assisting clients in technology and data-intensive matters and supporting them in their commercial and regulatory issues and complex M&A, often on a multi-jurisdictional basis, is directly relevant and useful to OFX. The OFX focus on growing corporate clients globally, the acquisition of Firma in North America, the relaunch of our European business, and the establishment of our European headquarters in Dublin earlier this year, and the acquisition of adjacent technology in the TreasurUp deal are all indicative of the company's ambition to grow globally, both organically and inorganically. We are proud to have a global executive team that conducts itself with outstanding professionalism at all times, and we have an extremely energized and positive workforce culture. They are among the company's greatest assets.
As mentioned, I believe my career background, together with my knowledge of OFX, its history, its future strategies, will benefit shareholders and the board. In addition to my work with OFX, I serve on the board of the Sydney Children's Hospitals Foundation. I chair the Media and Communications Law Committee of the Law Council of Australia, and I'm on the Advisory Council of the University of New South Wales Business School. I have the capacity and the commitment to continue to contribute to the company's success and to deliver value to shareholders. Thank you.
Thanks very much, Connie. Appreciate that. Are there any comments or questions concerning Connie Carnabuci's election? None in the room, none specifically online. Before I put the resolution to the meeting, I will advise you of the proxy votes. The proxy votes received are as follows. Up on the screen. There we go. For 99.47%, against 0.03%, abstain 24,700. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. We'll now move to item four. Item four is the non-binding advisory vote on the full year 2022 remuneration report. Under the Corporations Act, listed companies are required to include, as part of their directors' report, a remuneration report. The remuneration report is included in OFX's annual report.
The Corporations Act 2001 requires the company to put to shareholders a non-binding vote to enable shareholders to voice their opinion in matters, including in the annual remuneration report. I apologize. Under the Corporations Act 2001, the vote on this resolution is advisory only and does not bind the board or the company. However, the board will take the outcome of the vote into account considering future remuneration policy for directors and KMP. The remuneration outcomes for KMP, the CEO, the CFO, and the COO, are set out in the remuneration report and the notice of meeting, so I don't propose to repeat those again here.
The remuneration report for the full year 2022 reports on incentives for the full year 2022, including the short-term incentive outcomes and the metrics for the full year 2022 long-term incentive that were approved by shareholders at the AGM last year. Are there any comments or questions concerning the remuneration? None. Yes, sir.
Yeah. Can you hear me?
Yeah.
My name is Ray Wheeler. I'm the representative from the Australian Shareholders' Association. I'm voting proxies today for the ASA. In regards to the short-term incentive scheme and the long term, were those met? Were they paid?
Were the performance-
Yeah. The metrics and your-
Absolutely. In terms of the short-term performance, we assess each executive's performance on their, you know, the financial objectives that they have and then their sort of strategic and personal objectives. All of those were assessed individually. In each of the cases of these three executives, the financials were clearly met. When you saw the financial performance of the company, that it was outstanding for last year. The performance of each executive was also assessed on that basis.
Right. How about the long-term incentives? Were they met?
There was some investing in the LTI.
Yep.
Some vesting in the LTI this year.
Yeah.
They are subject to shareholder approval. We'll be issuing some more LTI based on performance going forward.
That's to the CEO, is it?
Yes, correct.
Standard.
Yeah, that's.
Oh
Resolution six. seven, actually seven.
Okay. It's gonna be discussed later.
Yeah.
Okay. I'd just like to make a point.
Sure.
With the pandemic, I know.
Yep
Things have been very difficult and hopefully now we're going back to normal. I noticed today there's no annual reports here.
Okay
If I want to comment about remuneration or the financial statement, it's pretty hard when there's not a printed annual report in the room.
Okay. Got that. We can get them online, Ray.
Yeah, I know.
Yeah.
I know that.
Yeah.
Yeah.
So-
It seems now that seems to be the norm. If you're a retail shareholder-
Yeah
You get your annual report online.
Yeah
Because of Link Administration policies.
Yeah. Yeah, I understand. I suspect certainly a lot of companies do that simply because the cost of producing those.
Yeah
those documents is very high.
Yeah.
I think, you know, we weigh up whether it's better for shareholders to save that money and provide better returns for you or to invest in those documents when they're readily available online. There's one there for you, Ray.
Well, thank you.
Thank you.
I had earlier.
Thanks, Ray.
Okay.
Any other questions internally? Any online?
Not regarding the REM.
Great. Before I put the resolution to the meeting, I advise you that the proxy votes received were as follows: for, 98.44%, against, 1.37%, and abstained, 8,137,120 votes. Opened proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. We'll now move to item five. This is the approval of the OFX Global Equity Plan. Item five is the approval of the OFX Group Limited Global Equity Plan.
The company has reviewed its Global Equity Plan that enables the company to reward and incentivize employees through arrangements where employees are offered performance rights and shares as part of the company's overall incentive structure. The only significant change to the terms of the plan since the plan was previously approved by shareholders at the AGM in 2018 is a change to the manner in which directors will exercise their discretion in respect of forfeiture of securities upon cessation of employment that was notified to shareholders in the explanatory memorandum. Shareholders are being asked to approve the Global Equity Plan so that it falls within Exception 13(b) to Listing Rule 7.2. Securities issued under the plan do not count in the 15% limit on the issue of securities in a given year. Are there any questions or comments concerning the Global Equity Plan? Ray?
Yeah. Thank you, Chair. Is this equity plan for employees of the OFX or executives?
That's for all employees.
All employees?
Yes.
Okay. Could you explain, like, it's new to me. Could you explain a bit about it? What-
If it's cause, you know, that's a very detailed question that I could take.
Couldn't put it down to a few sentences?
It's really quite simple. Employees get a base salary. There are performance measurements, which they get a short-term incentive, and there's a component which can be a long-term incentive. The long-term is typically for more senior executives inside the company, but employees across the business, depending upon their role, their performance in that role and their key performance metrics, the objectives we set them, if they achieve those, they get paid based on those.
Bonus in shares?
Yeah. Yeah.
Okay.
Basically, yeah. It's base salary, short-term bonus in cash and shares, long-term bonus in shares.
Thank you.
Anyone online? There's a couple of other questions, not about the REM. Before I put the resolution to the meeting, I will advise you of the proxy votes. The proxy votes received are as follows: 99.41% for, 0.4% against, and abstain 1,964,199. I'll now move to item six. Item six is the issue of performance rights to Skander Malcolm under the OFX Group Limited Global Equity Plan in respect of the full year 2022 short-term incentives. This issue of securities under OFX's short-term incentive plan will be completed in accordance with the company's global equity plan just approved by our shareholders.
The 2022 company performance measures were set out in the slide for item four and are set out in detail in the remuneration report and in the notice of meeting. Skander Malcolm was also assessed against individual performance measures, the details of which are set out in the remuneration report and the notice of meeting. Mr. Malcolm's short-term incentive is settled in 50% cash, the remaining 50% subject to shareholder approval is deferred equity to be delivered in performance rights to vest one year after issue with a holding lock of a further one year after vesting. Further details regarding the calculation of Mr. Malcolm's performance rights are set out in the current slide in the notice of meeting, so I will not repeat those here.
Are there any comments or questions to the issue of performance rights to Skander Malcolm in respect to the full year 2022 STI under the Global Equity Plan? We have none in the room. Nothing online. Before I put the resolution to the meeting, I will advise you of the proxy votes. The proxy votes received are as follows: 98.52% for, 1.29% against, and abstain 1,920,409. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. We now move to the final item seven. Issuance of the performance rights to Skander Malcolm under the OFX Group Global Equity Plan in relation to the full year 2023 long-term incentives.
Following a review of the executive remuneration and framework in FY 2021, the company's executive share plan has been retired. This FY 2023 long-term incentive grant comprises an issue of performance rights to Mr. Malcolm pursuant to the Global Equity Plan. The LTI opportunity for Mr. Malcolm is, for FY 2023, has been increased to 115% of his total fixed remuneration. Details regarding Mr. Malcolm's proposed FY 2023 grant are set out in the current slide and in the detail in the notice of meeting, so I won't repeat those details here. Mr. Malcolm's total remuneration package comprises fixed remuneration, short-term incentives and long-term incentives as shown in this slide. The details are also set out in the notice of meeting. Are there any questions or comments concerning the issue of the performance rights to Mr. Malcolm under the Global Equity Plan?
No questions here. Nothing online. Before I put the resolution to the meeting, I will advise you of the proxy votes. The proxy votes received are as follows: 98.52% for, 1.29% against, 1,920,409 abstain. Open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. Thank you for that. That concludes the formal business of our meeting. I now invite shareholders who may have questions or comments that have not already been addressed to either myself, board members or Skander and the executive teams. Are there any other questions? Ray, you gotta-
Yeah. Thank you, Chair, for taking my question.
No problem.
Look, I've got to congratulate you on an excellent performance. In the years gone by, the double-digit growth that you have exhibited in the last 12 months is similar to how you performed in the past. Really well done. However, I have a big question as the Australian Shareholders' Association stands up for retail shareholders, and I'd like to ask how much have you paid in dividends to shareholders in the last 12 months?
Sure.
Secondly, what is your policy toward dividends? Do you have a set amount of EBIT or something that you pay out to people who invest their money in your company?
Great. Great question. Thanks, Ray. So you may recall that when we acquired Firma, the dividend policy was ceased temporarily, paused. The reason we did that was to ensure that we had sufficient cash available to, A, make the acquisition, B, pay down our debt fairly quickly. You may recall Skander's comment that we've already paid down AUD 14 million of the loan of the AUD 100 million. That's exactly right. So we've already paid AUD 14 million down in the Q1 . Yeah. So that if I look at the value from a shareholder perspective, and I'm sitting exactly where you are, I also own shares in the company. Yeah.
I think the value creation for our shareholders has been much more significant, and I think it's a much smarter use of cash at the moment. We do consider our dividend policy at least twice a year. We have a look at our capital management, and at each time we consider what's the best use of our cash at this point in time. Is it best? Do we have any other acquisition opportunities? Are we investing it in the company? You may recall we did a stock buyback there for a short while, and so we consider the best array of options in our capital management policy. Then, if the board decides to reinstate dividends, they will based upon the assessment at that time.
There's another one there.
Yes, sir.
Brian Ellison, shareholder. I just, following on from the last question, what is the holding and franking credits in the company at the moment?
Selena, have you got the franking credit balance?
Currently our franking credits are AUD 1.2 million. Okay. Not huge. Over time, as that builds, we'll consider doing a special dividend for that. Yep.
Thanks, Brian. Great question.
We've got a lot of questions online.
A lot of questions online.
Any others?
Any others in the room?
Well, seeing as Selena's got, I'll invite Selena up, and I'll ask the questions that are coming through online. It might be easier if you're up at the lectern. Yeah. I think the first one is, why is the balance of the franking account in note 20 lower than in 2021? Surely it could only go down if franked dividends were paid and no dividends were paid in 2022.
Yep. We've got a few franking ones coming. The franking account balance, how it works is every time you pay tax, you add to your franking balance, and if you get a tax refund from the tax office, it then reduces the franking balance. What happened between fiscal year 2021 and 2022 is we received a net tax refund, which is why the balance went down.
Okay. Was any of the 2022 tax liability paid in 2022?
We pay in installments. Yes, technically it is paid in 2022, but we also had a big refund coming through as well at the same time.
We've covered the next one, which was the current balance. I think we've covered the next one, which was given the company's cash position is pretty good and there's a balance in the franking account, is there any reason why a franked dividend could not be paid? I think we covered that.
I think we covered that.
The chairs are.
We assess that. The board literally looks at it a couple of times a year, assess our capital management approach at that point.
Last one, I think, for you, Selena. I will cover the question partially, but if you can cover this, can you explain the footnote on slide 11 regarding what slippage is referring to?
It is a technical term, I promise. What slippage is is basically it's the trading revenue from the treasury team that is not attributed to customers. Basically, we are always wanting to protect the FX risk in our book, and we offset that with the marketplace. We do make a little bit of money while we do offset that in the marketplace. Also, on the weekends, we do make some treasury revenue because we're taking extra risk because there's not huge liquidity on the weekends to offset the FX risk. It's that little bit of revenue that we do make when we're offsetting the FX risk.
Okay. Thank you, Selena.
Thanks, Selena.
I'll crack on with the other one.
Yeah.
The next one is in the Q1 , there's an improvement in net operating income margin. Can you talk to any drivers of this? There's a few things that are affecting our margin improvement. One is we're bringing in the Firma business and the Firma business that is at a higher margin than the historical business. Another one is that the ATV have been generally slipping a little, which typically generates a slightly better margin. Those are the two main drivers of an improvement in NOI, with the Firma one being substantially the largest reason. There's a bunch of other questions. There was a statement, I've raised the issue of bad debts two AGMs ago and pleased to see you've got the bad debts under control. Take that.
Thank you.
All right, the next question, general question. Firma growth of 31% is very strong in Q1 fiscal year 2023 and substantially higher than implied in your guidance and their historical compound annual growth rate pre-acquisition. Is there any seasonality or abnormal prior year comparisons or unusual client activity driving this growth rate? The answer to that is no. They're doing a fantastic job of working with their clients. The client retention is incredibly strong. The trader population as they're known, highly retained and highly motivated. What we're seeing in the clients is a very, very strong performance relative to prior years.
It's fair to say that what we also see as we move into a let's call it riskier environment, that service proposition that clients can actually talk to a client manager or a trader is more and more attractive. I also see a little bit of that in OFX that the number of and percentage of forward that we do is going up. Limit orders are going up. The form of performance is outstanding. But there's nothing seasonal in that. There's a few other questions right back up here which were general questions. Don't think we need to cover that. We've covered all of that. We've talked about dividends. Cover that. Oh, there was a question from an individual about crypto.
I'll read the full question. Could the CEO comment on how we're playing the emergence of crypto and whether he thinks the bubble will ever permanently burst? Also, what does he think about the AFL taking AUD tens of millions of sponsorship dollars from Crypto.com? Isn't crypto more like gambling than transacting? What's our involvement in the industry? Underneath that, I think it's a very important question for OFX, and I do wanna take it very seriously for shareholders. We've been looking very closely at the industry. The advantage of having a San Francisco office is that we're quite close to a lot of the technology disruption, and we've been visiting and working with various players since I joined in 2017.
What we're kind of seeing at the moment is that the technology itself certainly has some applications, DLT technology, blockchain technology, but the crypto itself is actually more like an asset than a currency. You know, we don't see it at the moment in mainstream being a currency. Particularly with the target clients that we have, our corporate clients really use us to de-risk, not to take on more risk. The claims that are often made is that it's faster and cheaper. I would point out to shareholders that, you know, over 80% of our transactions are completed in less than one day. Indeed, with some of the enhancements that we've been putting in place, I've seen transactions take as little as three minutes in the last week, for example.
What we're seeing is that on a speed basis, it isn't necessarily so substantially better as valued by our clients. It's also, frankly, very expensive. You know, the fees that are getting charged in the on- and off-ramp make it pretty expensive for our clients. But nevertheless, we presented to the board twice now on how we see this evolving. We've got a team that are working on it, and that team is not just technology team. It's operations and risk and commercial, and we'll maintain a very close watch on it. Okay. There's a question about, can you talk about any recent observed changes in the competitive environment? We're certainly seeing competitive activity continuing to be very strong.
I was looking at some data the other day that was showing the number of competitors in paid search, for example, is dramatically up over the last two years. We're certainly seeing competition in every segment. We're seeing new competitors enter in the enterprise space. I'd say particularly in corporate where we've been, you know, focusing our efforts, you've seen a lot of competitors in different parts of the world. We've also seen some evidence as well that competitors, particularly those that are unprofitable, are under considerable pressure to generate EBITDA.
Some of the public competitors are very open about this now that price has been going up and some of the competitors that, for example, have argued the price is going to zero have put their price up by as much as 30% in the last month. We're definitely seeing that there's competitors who are struggling to generate their own cash. That's something that you know we believe coming back to OFX is a huge advantage for us. We've also seen the effect of competition, particularly in the fiscal year 2022 was really tough on our technology teams. We certainly experienced some attrition.
In the last three months, you know, with the crypto point and with certainly some challenges in the BNPL space, we're seeing a whole bunch of people come back to OFX, and they're attracted to the fact that they're working on technologies and products and that, you know, people make payroll. So those types of things, I think that's kind of what's happening. It's more competitive, it's not less competitive, but we feel probably stronger than ever in terms of our competitive positioning. I think that probably covers the point. The next question was around changes in the employee hiring environment and pace of wage inflation. When we provided guidance, we explained that we certainly see a growth in employment expenses, you know, north of 5%.
In fact, what we are seeing though is that our value proposition, as I said, is improving. Attrition is actually declining, and we went through that with the board the other day. The quality of hire, which is something that we measure, which shows employees ratings after a year, in the first year, is going up. Definitely that the internal pulse seems to be positive. Obviously, nothing is as attractive as paying out 100% bonuses, which we did in June. Overall, I think we're feeling pretty good about the employee environment.
Mm-hmm.
Do you wanna add anything on that?
I think the same as.
There's also a question here from Seth Hoskin at Canaccord Genuity. I think, Seth, if you wanna unmute, we should be able to hear you.
How's it going, everyone? Can you hear me?
Not very well, Seth.
Okay, I'll speak up. How's that?
Okay. That up.
Okay, thanks. Just sort of following on the Firma question, just on the EBITDA margin of that business. Obviously, when you last reported, it was around 20%, but you've seen a pretty big step-up in the revenue base of the business. Is it fair to assume that there's been some positive operating leverage kick in that business?
Look, we're seeing, let's call it stronger NOI than we had hoped. You know, generally speaking, that's gonna generate a better EBITDA margin over time. The thing that I would just caution on that, Seth, that you know we've only been running the business for you know months not for years. Therefore, while we're very, very encouraged, it's too early to sort of you know declare success and victory and all that. Generally speaking, they are doing an excellent job, better than we had expected. You know, we're very, very encouraged by the opportunities. You know, the integration, as I touched on, has really gone well so far. If you put all that together, you know, we're very, very encouraged by the Firma acquisition.
Thanks, Skander. Just continuing on that a little bit around the integration. Sort of what are the key tasks that you've ticked off and what sort of coming up over the next six months? I'm sort of most keenly interested in the digital platform and when you think that might be available to those customers.
The integration team has a dedicated team, and in fact, we report to the board every month. The integration subcommittee meets more or less every week, and the steerco meets certainly every week. Their focus areas are really around, number one, how do we make sure that we drive the revenue that we had bought? How do we make sure that the traders and the middle office continue to operate well? As you can see, you know, that's proving very successful. The second thing that they're focused on is really around how do we make sure that the people that we're focused on get retained and encouraged and see, you know, career opportunities in OFX?
Again, I'd say, you know, generally speaking, we're seeing very good traction. We're seeing people who are getting promoted. For example, we've done a little bit of that already. Some of them are already doing, for example, the Firma CTO leads our technical stream in the integration. The second thing, which is the people, is also going pretty well. The third one is really around the kinda cost synergies, and you've touched on, as you would know them very well, Seth, the things that we highlighted in the guidance are things like bank fees. It's fair to say, you know, the things that we hope for, we're very confident are gonna be able to extract.
Certainly now that we've got more detail on some of their banking arrangements, yeah, we're very confident in those cost synergies being on track as we committed to in terms of the market. Another example, in terms of the revenue that we were hoping to unlock, we've already, for example, given a couple of Firma traders access to our admin system so that they can start dealing in the U.S. That's actually kicked off last week. That's something that, as we talked about when we did the acquisition, we thought would be very, very attractive. Obviously, with a very strong U.S. dollar, that is proving very attractive. Lots of good work. Feeling very, very good about the people.
Also, in terms of the migration, we're looking at it, as we said, region by region. Here in Australia is the first region that we're targeting. The Australian-based Firma employees are already in this building. So they're operating out of this building. You know, it's only August. They were in by July. We're moving quickly to make sure that they feel part of the community. We'll also be flying over the entire senior leadership team of the whole company, including all the Firma senior leadership folks, in September for a meeting here, to further give them exposure and to the OFX way, so to speak. Very happy with the progress.
Thanks, Skander. That's a really helpful answer. Just on the core business, I know that you flagged some of the one-offs that were in the Q4 sequentially. Could you just remind us, I think from memory it was around the AUD 1 million mark. I suppose, you know, taking the question more general, is this kind of quarterly run rate a bit more of a baseline now to grow off and, you know, how do you expect that to kind of progress throughout the rest of the year, understanding it's volatile quarter to quarter?
Yeah. I mean, yeah, exactly as you said, Seth. We were pretty happy with the Q1 and we flagged when we did the full year results and we provided the guidance. We said, "Look, it'll almost certainly soften in terms of ATV." We said, "Look, you know, losses could tick up. They haven't ticked up yet." We felt like we could maintain margins. We've probably done a little better on that than we expected. You know, different markets are operating different ways. It's been quite a low Aussie dollar over the quarter and through July. Now, typically, that affects our Australian business because especially in our corporate segment, we're mostly importers, and so that makes it tougher.
You've also seen, as I touched on in e-commerce, probably I'd say a pretty tough quarter for them because supply chains, you know, were really, really tough in that Q1 and the Q2 . You know, there's sort of puts and takes. We're feeling pretty good about the momentum, you know, on guidance. You know, we'll update you further at the half when we've got a bit more experience with Firma under our belt to look at guidance going forward.
Thanks. Thanks, Skander. Just one final one from me. Just on the debt pay down AUD 14 million, that seems like a really sort of strong result. Was that in line with kind of how you're expecting to pay it down? You know, assuming the 25 per annum over the next four years is the broad run rate, you've just kinda got a bit ahead of it in the Q1 , or was it just a better cash performance?
It was just a better cash performance and, you know, as we talked about earlier on, you know, cash is very valuable, especially when you've got debt. We wanted to pay it down. Interest rates were a bit higher than we originally assumed. It's a good use of cash to pay it down. That was, I would call it, an unusual repayment in the Q1 . Obviously with this kind of performance, we're gonna continue to focus cash on its most effective means, and paying down debt is obviously one.
Thanks, Skander, and thanks everyone. Congratulations on, you know, a really strong result in FY 2022 and a good start to the year, and the acquisition of Firma. Looks to be a cracker. Congrats.
Thank you, Seth.
Thanks, Seth. Are there any other questions online? I think we've got 'em all.
There's a question here. How big is your percentage U.S. dollar revenue? What was the tailwind in the Q1 ? We split out, in the Q1 , the U.S. was overtaken by Canada, obviously substantially. We don't actually publish the sub-regions, Daniel. It's fair to say that the Canadian revenue figure was very substantially materially higher than the U.S. dollar one, but the U.S. sub-region performed very well. The tailwind was really a strong U.S. dollar. Obviously as well, the work we've been doing in U.S. Corporate at the front end has been, you know, feeding through. The accounts that we acquired last year are performing very well in the U.S.
Thanks.
I think that's.
I think as there are no further questions, I'm about to close the meeting. Before doing so, I would like to remind shareholders and proxy holders who are attending online to complete your voting cards. You should complete those immediately. If you haven't done so already, press the Submit button at the bottom of the screen after you give your selection. As advised earlier, the results of the polls will be released to the ASX as soon as they're available. Is there anyone who has not completed or submitted their voting card that wishes to do so in the room? I've got mine.
I also just wanna triple-check, Steve. I think we got one more question.
Oh, was there?
Yeah, from Wayne Arthur. Is that right? Has he sent it or is he gonna? He's got his hand up. Okay, Wayne?
We can't hear you, Wayne. You're on mute.
He's dropped off. Okay.
Okay.
Might have been a bye-bye.
Now the polls are closed. Thank you for your attendance today, and thank you for your ongoing support. Finally, thanks again for your support we've had. Look forward to you, for, hopefully another great year ahead. The meeting's now closed. Thank you.
Thank you, Steve.