Good afternoon, and welcome to the 2024 Annual General Meeting of OFX Group Limited. This meeting is being recorded so that it can be uploaded to our website. My name is Patricia Cross, Board Chair of OFX Group Limited, and I will chair today's Annual General Meeting. This meeting is being held as a hybrid meeting with some investors present at our offices in person and others attending online. I'd like to start by acknowledging the traditional custodians of the lands on which we are meeting today, and we pay our respects to all elders past and present. I also extend that respect to any First Nations people joining this meeting with us today. 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 the OFX Directors.
On my immediate right, I have Skander Malcolm, the CEO and Managing Director. Attending here in the room with me are the other non-executive directors. On the far left is Rob Bazzani, the Chair of the Audit, Risk and Compliance Committee, and Jackie Hey, who is the Chair of the Remuneration and Nominations Committees. On the far right is Connie Carnabuci, and next to her is Cathy Kovacs. Adrian Wong, the Chief Legal Officer and Company Secretary, is attending, and the Company's Auditor, Sean Kendrigan from KPMG, is also here in person in the hotspot in the front row.
Members of the Global Executive Team who are attending in person with me or via Zoom are James Grigg, our Acting Chief Financial Officer, Mark Shaw, our Chief Operating Officer, Axel Freitag, Chief Strategy and Corporate Development Officer, Gavin O'Neill, our Chief Risk Officer, Lucy Allen, the Chief Marketing Officer, Yung Ngo, our President of Asia Pacific, Kate Svoboda, Chief People and Culture Officer, and Adam Thomas, the Chief Technology Officer. Due to the time zones, our offshore regional Presidents, Josh Goins in North America and Maeve McMahon in Europe, will not be on this call. For those attending via Zoom, if you have any technical issues at all, please call the OFX Team on +612 8667 9160 for support. So that's +612 8667 9160. Now on to the agenda for today.
The proceedings today will be: first, I'll make a brief introductory address, and 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 resolutions set out in the Notice of Meeting that has been sent to the shareholders. There will be an opportunity to ask questions either online or in person on each resolution and also during the general discussion session following the formal business. I'll now deliver my address. Thank you again for joining us either virtually or in our office here in Sydney. Soon, Skander is going to share a summary of our results. For my part, I'd like to share the Board's pride in OFX's role in the enhancement of our industry, especially with respect to customer experience, as well as even better risk management.
I'd also like to recognize our almost 700 OFXers, the people who work very hard to deliver the promises that we make to clients, shareholders, regulators, and partners. Through your curiosity and continuous improvement, we are building a more valuable company. A special thanks to all of you OFXers. This past year, we successfully completed the acquisition of Paytron, which has filled out our capability and products and services to include card solutions, virtual global currency accounts, expense management, and accounts payable. We're excited about these products and services, as well as further enhancements in the pipeline, because we hear from clients and prospects that they want a partner like OFX to provide these products and services. And for our shareholders, this investment unlocks a substantially larger opportunity to grow. As in prior years, external factors remain both a risk and an opportunity for OFX.
We've built a very healthy risk culture and best-in-class governance frameworks, which help us to navigate the geopolitical landscape, unpredictable interest rates, economic stress, and technological change. We believe we are very well positioned to capitalize on opportunities that are continuously presented to us. Our strategy is clear, and we are executing it deliberately. During fiscal year 2024, the Board continued with further deep dives into our strategy and the concomitant link to our enterprise value. We are very focused on value, and the strategy we have developed as a team fills us with great confidence in our outlook. We have an exceptionally talented global team at OFX. They are more productive, more aligned, and more ambitious than ever, and we cannot wait to tackle the opportunities in front of us. During the year, we farewelled two longstanding directors, Grant Murdoch and Doug Snedden.
Both made extraordinary contributions to the growth of the company over a very formative period for OFX. We welcome two new directors, Rob Bazzani and Jackie Hey, to the Board, both of whom are up for reelection today and who bring an exceptional blend of executive leadership and commercial acumen. You will be hearing more directly from Rob and Jackie at this meeting. Again, a thank you to all of you for being part of the OFX journey. It's an exciting time to be here. Now I'd like to hand over to Skander Malcolm, our Chief Executive Officer and Managing Director.
Thank you, Trisha. As highlighted on slide six, fiscal year 2024 was a solid year financially. Net operating income was $227.5 million at the lower end of our guidance and up 6.3%. However, we were able to deliver underlying EBITDA of $64.6 million, which was in the middle of our guidance range and up 8.2%, excluding the impact of our Paytron acquisition. It was a year that illustrated both the challenges and the strengths of our business. Our challenge is to deliver net operating income growth regardless of the prevailing macroeconomic conditions, and our strength is that we have the diversity in our global revenue streams and levers we can pull to generate returns regardless of the economic conditions, thus delivering value for both our clients and shareholders.
A few of the highlights of our performance include the pivot to B2B is well and truly operational, with just under 70% of our revenues now being B2B. What is especially pleasing is that we are getting real traction in attracting new B2B clients, with revenue from clients won in the year up over 20%, a healthy signal for future revenue growth, as B2B clients tend to grow revenue in years two onwards versus consumer clients who tend to generate a significant revenue contribution in the first 18 months. While inflation persists, disciplined cost control, as well as the synergies we have realized through the Firma integration, has meant our underlying operating costs were up 7.4%, delivering EBITDA growth of 3.4%. If we exclude the impact of Paytron, underlying operating costs were up just over 5% and EBITDA 8.2%.
So excluding Paytron, we generated operating leverage, which all was well for fiscal year 2025. The cash generation and balance sheet quality continues to be a source of real strength for OFX and provides us with growth options. Moving to slide seve n , this transition to OFX 2.0 started, of course, with an external lens. What did clients and prospects want and why? What we were seeing and hearing from our clients was a desire to develop more product to complement our outstanding FX offering. They told us that, for example, cards would make their corporate expense payments easier, as well as more SaaS vendors billed in US dollars, which would simplify payments as well as reduce costs. We were building these capabilities when we acquired Paytron, but the combination has been outstanding.
They built their platform, designing the solution for the pain points and non-payment jobs first and then the payment. So as we set about to integrate, we had very complementary skills and products. Paytron had developed a very sleek and easy-to-use customer user interface, a digital wallet, and linked it to cards and virtual accounts. We had a wallet but were stronger in the non-card FX payments. We did just under $40 billion in turnover last year, and with it, all the associated rigor: tier one banking partners, mature risk and compliance programs, service delivery, globally strong onboarding excellence, and terrific regional teams. So addressing those client and prospect needs, a competitive price and ease of use came naturally to us.
But where the opportunity really arose was to satisfy more of those needs, as you see in the middle of this slide, like accounts payable, accounts receivable, expense management, and all the workflows that are associated with it. Naturally, we had both done integrations with accounting software, but the new platform, with its deeper workflow integration, stronger configurability for clients, and the extra products it offers makes it much more attractive to target our ideal client profile and accountants who support it. Finally, bringing that all together, offering clients the ability to de-risk their cross-border flows differentiates us from most of the recently launched competitors and will be at the heart of saving our clients a great deal of money over time. Moving to slide eight, I'm absolutely delighted to share that our new client platform went live in Australia as planned at the end of Q1.
It's a beautifully designed, simple-to-use platform, taking what Paytron had built and ensuring it meets the scaling requirements we have developed in OFX. It's branded OFX, and it allows clients to do their usual FX payments, but in addition, access a digital wallet, which can be linked to cards. It allows the client to take advantage of integrated accounts payable workflows, ingesting invoices and linking these through accounting software programs, as well as providing capabilities for employee expense management. We chose to offer it to all new corporate clients in Australia first, as Paytron had secured the necessary licenses and partners to make it live here, and I'll talk more about our fiscal year 2025 plans for the new client platform momentarily. Turning to slide nine, performance in fiscal year 2025 year to date has been in line with our expectations, and our outlook is unchanged.
On the left, we provided our outlook in May, setting out what we expected in fiscal year 2025 and the underlying assumptions, as well as potential headwinds and tailwinds. Performance year to date has been influenced, as always, by external factors and our own execution. Externally, the interest rate cycle is now moving into easing mode in most of our major markets. That has happened at a mixed pace, some interest rate easing happening faster than our expectations and some a little slower. Overall, we can see business confidence rising and this being reflected in our top line through client and prospect demand improving. Commercial programs continue to gain traction globally. Our management of margin and expenses remains strong, meaning underlying EBITDA is in line with expectations. We remain vigilant on fraud and losses more broadly, and to date, they are both performing well.
As mentioned earlier, the integration of Paytron is on track, with the launch of our new client platform executed on time in June. As a result, the Paytron program has been rebranded OFX, and our clients have opted in to the OFX terms and conditions. Plans are well advanced on migration of the existing Australian OFX clients to the new client platform, as well as the global rollout. We've selected Canada as the next major market and then the UK and expect to have both of those markets live within one year. We reiterate our medium-term outlook based on this performance and based on what we are seeing so far in terms of client adoption on the new client platform. We are very encouraged by the client feedback, employee advocacy, and our improving competitive position.
All of this on top of the traditional OFX strengths: strong risk management, good cash generation, a strong balance sheet, healthy returns, and an excellent global footprint. So with that, I'm delighted to hand back to Patricia to conduct the formal business.
Thank you, Skander. So I will now turn to the formal business of the meeting, taking each resolution in the order which was set out in your Notice of Meeting. I think we have additional notices of meeting at the back if you need them, by the way. There'll be an opportunity to ask questions on each resolution. While I fix that. Sorry. 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. As for voting, a poll will be conducted on all resolutions. Votes will be excluded in accordance with 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 proxy holders who have registered with their shareholder number or their proxy code can now vote in person or online. If you are a shareholder or proxy holder here in person, you were given a voting card at 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 Market Services staff that are sitting at the entrance table and also at the back of the room.
If you have to leave prior to the completion of the meeting, please complete your voting card and place it in one of the ballot boxes held by Link Market Services staff on your way out. So, how to vote when you're online. If you have joined online, we have now opened the electronic voting card for the poll. It hopefully 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 X at the top right-hand corner.
You'll 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 taskbar to reveal the electronic voting card again. If you are not a shareholder or proxy holder, or if you have already voted, please close the electronic voting card by clicking the X at the top right-hand corner of the 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 Market Services, who will also act as scrutineer. Once the poll is closed and the votes are counted, we will announce the results to the ASX, which is expected to be before the market opens tomorrow.
If you have any issues voting during the meeting, please look at the detailed instructions in the OFX Online AGM Guide or call +612 8667 9160. So the first item is the financial statements. There's no vote on this item, so please check acknowledged if you have joined online. And for items two to seven, please lodge your vote. For those attending here in person, could you please address all your questions to me as Chair? And if you wish to speak, raise your hand and a microphone will be brought to you so that all shareholders can hear you. Please then state your name before making your comment or asking your question.
If you're going to be asking questions online, shareholders or proxy holders 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 the question verbally. You will need to navigate to the lowest section of your Zoom window and the button bottom taskbar will appear, and then click on the Q&A button. You'll need to enter your full name, your shareholder number, and proxy code, and then either type your question into the box and press send or indicate that you would like to ask a question verbally. If you are online and want to ask a question verbally, at the appropriate time, we will indicate directly to you that you can ask your question and your microphone will be unmuted.
There may be a slight delay with that. Please then state your name before asking your question. I will now turn to item one, the financial statements and reports to the directors and auditors. The first item of formal business is indeed the tabling of the financial statement and reports to the directors and auditors for the year ended 31 March 2024. The company is required to lay before the meeting the latest audited financial statements and reports, which were released to the ASX on 21 May 2024 as part of the company's annual report. No resolution on this matter is required, but I now invite shareholders and the proxies to comment or ask questions on the reports.
Questions may also be asked of the auditors, Sean Kendrigan in particular, 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. As I said, our auditor, Sean Kendrigan, partner at KPMG, is present as part of the panel for this purpose. I will now hand over to Skander to facilitate questions or comments on the financial statements and reports of the directors and auditors for the year ended 31 March 2024. But before I do that, remember that you ask questions by raising your hand if you're here in the room or if you're attending online by navigating to the Q&A button at the bottom of the screen and entering your name and shareholder or proxy number.
You can then either type your question or indicate you want to ask the question verbally. Bear with us as we'll need some time to confirm that those who are asking questions are shareholders or proxy holders. Skander, I'll hand over to you.
Thank you, Trisha. Let me start by checking if anyone in the room has any questions. There was one who just beat you to it, but we'll get back to you.
Hello, Charlie Kingston from K Capital. Just a question. And well done on the recent recovery in the share price. Yeah, I think the market was pretty impressed with the recent results. But if we look over the long term, back to the IPO in 2013, over 10 years ago, when you listed at $2, again, I appreciate that was before your time. I think you came in in 2017, but I think the stock opened at $2.50 and everyone sort of rated it very highly. But over that 10-year period, it's actually been a very underwhelming experience for shareholders. We haven't received a dividend in over three years. In the interim, peers such as Wise, I think they've valued it well over 10 times our market cap, so clearly they're doing something a lot better than what we are.
There was a bid at $3.70, again, before your time, but here we are at $2.20, 10% above the IPO price. So I suppose the question is, why has OFX been such a poor performer relative to our peers over that period? Since we have floated, we've made a lot of acquisitions, Firma, Paytron more recently, but something's not working. So I just appreciate your thoughts. On the long term as to why OFX, despite the recent improved share price, has been such a chronic underperformer. Thanks.
Sure. Look, I think markets value growth, and we haven't been growing as fast as we would have liked. And so clearly, as part of the strategy work that we did last year, we identified that growing faster while growing sustainably was really the key to unlocking much better shareholder value. And really, as part of that, the whole move into offering more products that generate more revenue growth was really the key thing for us in order to be able to grow faster. That said, investors are exceptionally clear with us that they expect us to grow with returns. And therefore, as we invest, we have return hurdles. We expect to generate operating leverage in the year, and certainly both the Board and management are incredibly focused on growing with returns. I can't really talk about what's happened in the prior years too much.
I'm really much more focused on going forward and generating a really healthy return and growth portfolio for the company, and we're very encouraged by that. It is worth pointing out that we are very significantly bigger than we were even five years ago. We're kind of more or less double the size. If you look at our footprint globally now, we're 2/3 revenues from overseas, which are generally larger markets, which give us more opportunity for growth. We've also really pivoted substantially to B2B. Again, five years ago, we were mostly B2C, which is difficult to grow versus B2B, and that's really what's driving growth. So our thesis is very much that more B2B and more global is going to drive faster growth with returns. And it is worth pointing out that Wise is 25% below its IPO price as well. So that's despite the exceptional performance they've done.
So look, the market wants us to grow and grow profitably, and that's really what we're very, very focused on going forward.
Thank you. Then just a second question more so on the accounts. I think your target is for an underlying EBITDA margin that you put forward, but with all the accounting changes and there's lots of adjustments to your accounts, there's a lot that comes out below EBITDA. Is there any reason? Wise, I think they have an NPAT or a net profit before tax margin target, but I think you capitalize, what is it, AUD 18 million of intangibles. You have done that for the past three years. I don't think you at all refer to free cash flow. And EBITDA has been growing, but clearly that's a lot more flattering than, say, NPAT, which has fallen over the past year. EBIT has fallen.
Is there any reason why you don't target sort of the true figures that are more relevant to shareholders, given they're actually a lot less flattering compared to EBITDA?
Management is incentivized on pre-tax as well as TSR and EPS, which both take all of that into account.
Just appreciate if you could report on those figures going forward, maybe free cash flow. Thank you.
Perfect. Thank you. The next question was over here. Yeah.
The second biggest expense on the profit and loss was promotional expenses. It was quite a bit less than employment expenses, but it was still bigger than IT expenses, which surprised me a lot. I'm just wondering where and how you spent that AUD 18 million in promotional expenses.
Well, in terms of promotional expense, the kind of way we think about it is two main buckets. One is what we would call demand creation. So we go out and we do outdoor advertising and various other what we would call above-the-line activities to try and generate awareness of who OFX is amongst our target prospects. And that's just a range of different marketing activities. And then there's demand capture, which would be things like search advertising, where once you're aware of who OFX is, we would then seek to target you and bring you into the company through those promotional expenses. There's naturally a bunch of other things in our overall promotional expenses, which are effectively things that we do to support our sales teams. So we support various marketing campaigns, conferences, those types of things as well that could also come out of promotional expenses.
That's typically the geography of our promotional expenses. I don't think there are any more questions here, so let me just check and see if there's any questions on that section online. We have received questions online, but they're all general questions, so we'll save them for the end. Don't know no further questions.
Okay. Thank you, Skander. I think I've sorted this too. Agenda item number two is the re-election of Ms. Cathy Kovacs. Cathy was appointed as the director of the company on 22 February 2021, and she was last re-elected as the director of the company at the company's 2021 AGM. Cathy will retire under Article 47A of the company's constitution, and being eligible under Article 47C of the company's constitution offers herself for re-election as the director of the company. Details of Cathy's experience are set out in the Notice of Meeting, so I won't repeat those details. The Board with Cathy abstaining supports Cathy's re-election as a non-executive director, and I will now hand over to Cathy to briefly address you. Thank you, Cathy.
Thank you, Patricia. Good afternoon, everybody. It's a pleasure to address you today as I stand for re-election to the OFX Board. As Skander has said, this is a well-run global company with an exceptional management team where 700 OFXs around the world are all pulling in the same direction in order to deliver an excellent customer experience. In my first three-year term, I've developed a deep understanding of the OFX business and the environment in which we operate. I've worked collaboratively with management and my fellow directors to set the strategy, enhance the culture, and deliver for you, our shareholders. My executive M&A experience and continued involvement in the fintech startup landscape have assisted OFX to assess and complete transformational investments in TreasurUp, Firma, and more recently, Paytron. Since joining the Board of OFX, I've also been appointed a non-executive director of both HUB24 and Magellan Financial Group.
The insights I continue to gain across the broader financial services sector and the ways in which different companies address common challenges such as regulatory reform, technology transformation, human capital, cybersecurity, and financial performance allow me to bring fresh perspectives to OFX. My curiosity for commercializing technology and seeking out opportunities to deliver value has only strengthened since I started here. I'm genuinely excited for the future. The new platform, the capabilities that allow us to go beyond FX, combined with our personalized service, will deliver terrific value for our customers and set us apart from the competition. It is important to reflect after a three-year term, and on reflection, I know there is more work to be done here. So with your support, I look forward to continuing to deliver on our strategy and drive growth into the future. Thank you.
Thank you, Cathy. Are there any comments or questions concerning Cathy Kovacs's re-election? Mr. Kingston?
Charlie Kingston again. Just to get your thoughts. Cathy, please, if I may, on. I appreciate Wise may be down since their IPO, but they're still rated a lot higher in terms of any multiple you look at, whether it's EBITDA, revenue, they're twice what OFX is rated at by the market. Their PE multiple, I think they're in the low 20s. OFX is circa 15x, and that's only a lot closer than what it historically has been. OFX has been rated a lot worse than that. They've got extensive experience in equity markets. Do you have any insights as to why you think the market rates OFX so poorly relative to its peers?
I think, Cathy, I think that question has been answered by Skander, Mr. Kingston. So if we have time at the end of the meeting, we can readdress that with you.
Okay. It's just one opportunity we get a year to hear from the various directors on their thoughts. I think we're in any rush.
Great. Thanks, Charlie. Well, two things I'd say. First of all, I think as a Board, we choose to focus on the job we're doing, and I think that's the thing that we were able to control best. So as Skander's pointed out, the things that we're focused on are about delivering a more profitable growth company. And while we are aware of the competition, and I constantly check in with our teams when I have the opportunity to meet with them to see how they're feeling about the competition from Wise and others, the feedback that I'm getting from both them and our customers is that our proposition is as good as Wise, maybe from the personal service that we offer, sometimes better. I'd choose not to focus on the share price.
I know it's absolutely important, but I can't control how people value companies and the value that someone might put on a Wise relative to an OFX. So choose not to focus on the share price, but more on the job that we're doing.
Thanks, Cathy. You'll know better than anyone. Can I call you Charlie?
Yeah, sure.
I've known Charlie a long time. So what I would say is it does relate to the growth expectations, as you would certainly know, especially in recent times, and you can see that that has been re-rated. As a Board, obviously, linking to the shareholders, we want to have good outcomes for our shareholders, but we've got to focus on getting the business right. And as I said in my address, we have done extremely valuable work, deeply diving into the drivers of our business and in how Paytron is integrating. And we are very confident of the outlook that we've given to you and the market. We can see that the market is starting to pick up on that. So this time next year, let's say.
Very good. Just a quick follow-up, if I may, given the M&A experience. I know we're going back a while, but the 370 bid, what happened there? And given we're now at 220, I know it's, what is it, seven years later that we feel vulnerable. I know we've been the consolidator buying others and Paytron, forget the headline, assuming they get paid out or pick up a loss-making and hardly any revenue, but that was an enormous multiple.
That was before my time.
Yeah, sorry. Sorry. And we wouldn't comment on M&A. It's a standard market practice. Thank you.
Thanks.
Okay. Do we have any other questions on the floor for Cathy? No, I think not. Do we have verbal questions? Any verbal questions online and no written questions online? Okay. Then I can show you the votes on item number two, which is up on the screen now. So the direct votes and proxies received for this resolution are now shown on the screen. And as I said, any 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, Cathy. Item number three is the re-election of Mr. Rob Bazzani. Rob was appointed as the director of the company on 1st February 2024, pursuant to Article 46B of the company's constitution.
Rob will retire under Article 47D of the company's constitution, and being eligible under Article 47C of the company's constitution offers himself for re-election as the director of the company. Details of Rob's experience are set out in the notice of the meeting, so I won't repeat those details. The Board with Rob abstaining supports Rob's re-election as a non-executive director. I'll hand over to Rob to briefly address you. Thank you, Rob.
Thank you, Patricia. Good afternoon, everyone. As Patricia mentioned, I'm Rob Bazzani, an independent non-executive director, and I'm also Chair of the Audit, Risk and Compliance Committee and a member of the Nominations Committee. I bring to OFX many years of experience in working with and advising Boards of directors and businesses across multiple sectors, including finance, technology, and consumer markets. I have a background in law, investment banking, and corporate finance, and I was, for a number of years, a top-level partner at the global consulting firm KPMG based here in Australia, where I was the head of mergers and acquisitions and a corporate finance specialist. During that time, I've also run large-scale and complex businesses spread across Australia that have employed many thousands of people. I'm well-skilled in finance, strategy, management, and corporate governance.
I'm also the Chairman and/or Non-Executive Director of two other Australian publicly listed companies that have active businesses in North America and here in Australia. I'm very much enjoying working closely with the OFX Board and the management teams, and I'm very focused on enhancing the interests of all of our stakeholders, and I look forward to being part of OFX's ongoing success in the future. Thank you very much.
Thank you, Rob. Are there any comments or questions concerning Rob Bazzani's re-electi on the floor? Charlie Kingston?
Thank you. It may have happened after the annual report, but nil interest in shares. I think there's a minimum shareholding. Is there any reason why, or has that been rectified since?
Sure. Can I comment on that, Rob, if you don't mind? So as you know, we have a buyback underway also, and so things happen along the way that we will decide that we want to not be purchasing shares as directors, but we have three years in which Rob will certainly fulfill his requirements.
Absolutely, and I intend to do that. Thank you, Charlie.
King.
Yeah. Maybe just a timing thing, but CEO, you sold some shares recently. Was that pre the buyback, or? I think it may have been, but just wanting to confirm.
You need to go off there.
Sorry, I'm off. I'm off.
Yeah. Yeah. No, I only, as Patricia mentioned, there's various closed periods and open periods, so I can only trade in the open period, and the shares that I sold were actually to refund a loan that I had to purchase the shares for my long-term incentive program. That's that.
Thanks.
Such loan program, no longer. We've got rid of that. It's much more to one. Questions on the floor about the election of Rob? No? And we don't have any questions, verbal questions online, and none in writing. Okay. So the direct votes and proxies received for this resolution are now shown on the screen, and 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, Rob.
Thank you.
I now turn to item four, which is the re-election of Ms. Jacqueline Hey. Jackie was appointed as the director of the company on 1st May 2024, pursuant to Article 46B of the company's constitution. Jackie will retire under Article 47D of the company's constitution, and being eligible under 47C of the company's constitution offers herself for re-election as the director of the company. Details of Jackie's experience are set out in the Notice of Meeting, so I won't repeat those details. The Board, with Jackie abstaining, supports Jackie's re-election as a non-executive director, and I'll hand over to Jackie to briefly address you.
Thank you, Trisha, and good afternoon to all the shareholders joining us here today in the office and also those attending online. I'm number three, so I'm conscious that this is a time that you have to listen to us, but I do thank you for that opportunity. Whilst I'm fairly new to the company, I can see already that OFX is quite a special company and organization, and its people are highly impressive. So it's quite a privilege for me to be afforded the opportunity to be on this Board and to be part of this Board. Given this is the first time I've been up for re-election, I'll cover a little bit about myself. My working background was in the technology and IT industry with a company called Ericsson that has around 100,000 employees and operates in 130 countries around the world.
I was CEO and managing director of their entities in the United Kingdom, Ireland, Saudi Arabia, and here in Australia and New Zealand. After living and working overseas for a number of years, I've now been back in Australia for more than a decade, working in Board roles across the ASX, government not-for-profit, and sporting organizations. I recently concluded my tenure as chair of the Board of Bendigo and Adelaide Bank, which I hope will help bring some additional industry experience to OFX, particularly in the areas of finance, customers, risk and compliance, and digital fintech. So with your permission on my re-election, I'd like to thank you for your support, and I look forward to meeting a number of you and as many of you as possible after the formal meeting concludes. Thank you.
Thanks, Jackie. Are there any comments or questions concerning Jacqueline Hey's re-election here in the room? Charlie Kingston?
Thank you. Just noting the Bendigo Bank experience, I suppose OFX's whole sort of pitch is that you're going to be taking on the banks that steal those enormous margins on FX, etc. So are there any insights that you can share as to what the Bendigo view of OFX was? Are they just an annoying competitor that's trying to take the margins back off them? Or what insights can you share given, I suppose, the whole pitch of OFX is to take on the banks and how does that dynamic play out going forward?
I will let Jackie comment, but I don't think you have to comment about Bendigo Bank's feeling about it, but perhaps just on the general opportunity that all of us ex-bankers see.
Absolutely. And look, the one thing in common that Bendigo Bank and OFX have is they are brands that are challenging the big banks. So I'm very comfortable here at OFX. I won't comment on Bendigo Bank. That is for them to comment. But I was very much attracted to OFX because it has a value proposition that is able to be very clearly seen, I think, by customers, particularly business customers, but also consumers. And it's a value proposition that is very applicable across the globe. And our international business and the team that we have, many based here in Australia, but also overseas, I think I've had a chance to meet most of them, if not in person, then certainly virtually. And it's a very impressive organization. They have a value proposition that's very clear. Skander, I think, covered that really well.
It's part of what attracted me to the company. I thought it was worth investing in, and I'm very happy to be part of the Board going forward.
Thanks, Jackie. Are there any other questions on the floor? No? And are there any verbal questions online? None that we can see. We do have a written question from Stephen Mayne. Stephen asks, "Could Jackie Hey and the chair comment on the recruitment process that led to her appointment? And was there a headhunter, and did the full Board interview her?" So I'll comment on that whole process, Stephen. But as well, Stephen's asked, "Why does Jacqueline think only 21 of our largest 286 ASX-listed companies currently have a female chair?" And I might quickly comment on that, but many people have different opinions.
So if we talk about our process, yes, we did have a headhunter, but before we engaged the headhunter, we did a thorough assessment of the skills matrix of the Board and decided the types of skills that we could develop a bit more or fill out on in considering the two directors that had left the long-standing directors. The skills that we identified were listed company experience, global experience, actual hands-on experience in technology, and financial services generally. It was an added extra with Jackie's CV that Bendigo Bank's been quite active in trying various things in the tech area, and some of us know what that's like, and it's given her a real type of founder mentality in how she looks at things, and that's been really fantastic. Jacqueline did interview the entire Board.
It's really important to us that we have that type of recruitment process any time that we do it. Jacqueline did not know any of the directors before engaging other than me, but her name came to us through the headhunters. I didn't know that Jackie was looking for other positions. I did overlap one Qantas Board meeting with Jackie. She was essentially put in to replace me at Qantas, so I left Qantas in 2013, and there was one Board meeting where we overlapped. As well, I was Chair of Commonwealth Superannuation Corporation for seven years, but I finished that role in June 2021, and Jacqueline joined after I left the Commonwealth Superannuation Corporation. Any of you that know anything about government appointments, and especially federal government appointments, generally the hands of the Board and even the Chair are very tied.
It is a government appointment, so that was completely not involving me. So I think that's probably enough on the process. Happy to take more offline later. In terms of why there are not more female chairs, look, everybody knows I'm an optimist, and I do think that that ratio is going to increase, and it might surprise you and increase at a more rapid rate than it has been to date. And I'm the proud founder of the 30% Club in Australia, and we can see progress being made, but we do need to continue to focus on the pipeline, and we need to encourage our fabulous women to really push forward into the executive ranks, which is something that we're also very committed to at OFX. So I don't think there are any other questions about Jackie. No? Okay. Thank you.
So I will show the slide that shows the direct, thank you, Jackie, the direct votes and proxies that are received for this resolution. They're shown on screen. And open proxies in favor of the chair will be voted in favor of the resolution. So this brings us to item number five. Item number five is the non-binding advisory vote on the FY2024 remuneration report. Under the Corporations Act, listed companies are required to include a remuneration report as part of their directors' report, and the remuneration report is included in OFX's annual report. The Corporations Act requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on matters included in the remuneration report. Under the Corporations Act, 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 when considering future remuneration policy for directors and key management personnel. Remuneration outcomes for our KMP, the CEO, CFO, and COO are set out in the remuneration report and the Notice of Meeting, so I don't propose to repeat those details. The remuneration report for FY2024 also reports on incentives for FY2024, including the STI outcomes and the metrics for the FY2024 LTI that were approved by shareholders at the AGM last year. Are there any comments or questions concerning the remuneration report on the floor in the room? Charlie Kingston?
Thank you. Apologies if I missed it, but what are the LTI targets, hurdles, EPS, and the other? Couldn't find it in the annual report. Maybe I missed it, but.
So what page? Page 21 of the annual report for anyone who has noticed, oh, sorry. Page 21 of the Notice of Meeting.
Okay.
Jackie, I might just let you handle that.
So it is in the Notice of Meeting. You'll see the LTI vesting conditions there and the threshold target and the stretch for both the tranche A, which is the earnings per share growth, and the tranche B, which is the absolute TSR growth. So earnings per share is threshold at 5%, target, which is 8%, and the stretch measure is 15%. And for the absolute TSR, it's 5%, 10%, and 15% accordingly. So we usually disclose those in the Notice of Meeting so you can see year by year.
Thanks.
Do we have other questions on the floor about the remuneration report? Do we not have any online?
No.
No? All right. We don't have any online. Thank you. These are the direct votes and proxies received for this resolution now shown on the screen. 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 again, Jackie. That takes us to item number six, which is the issue of performance rights to John Alexander Skander Malcolm under the OFX Group Limited Global Equity Plan in respect to the FY24 short-term incentives. Item six concerns the proposed issuance of performance rights to CEO and Managing Director Skander Malcolm to reflect Mr. Malcolm's achievement of STI for FY24.
The issue of securities under OFX's STI plan will be completed in accordance with the company's Global Equity Plan, and the 2024 company performance measures are set out in detail in the remuneration report and the notice of the meeting. Mr. Malcolm was also assessed against individual performance measures, the details of which are set in the remuneration report and the Notice of Meeting. Mr. Malcolm's STI payment is settled 50% in cash, and the remaining 50%, subject to shareholder approval, deferred equity will be delivered in performance rights, 50% of which vests one year after issue and 50% of which vests two years after issue. For FY24, I'm going to say Skander's target STI was 115% of his total fixed remuneration, and his STI outcome, as assessed by the Board, was 82%.
The STI outcome was calculated based on an 82% funding from the company performance measures and an individual performance of meets expectations measured against his individual KPIs. Further details regarding the calculation of Mr. Malcolm's performance rights are set out in the Notice of Meeting, so I won't repeat those details. Are there any questions or comments concerning the issue of these performance rights to Skander in respect of the fiscal year 2024 STI under the Global Equity Plan? Questions in the room? And are there questions online? No written questions and no verbal questions online. Okay. Then I will show the, sorry. Direct votes and proxies received from this resolution. Yep, they're up there for item six. And 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 will now move to the final item, which is Item seven. Item seven concerns the proposed long-term incentive grant for FY25 to the CEO and Managing Director Skander Malcolm. This FY25 long-term incentive grant comprises an issue of performance rights to Skander pursuant to the Global Equity Plan. Details regarding Skander's proposed FY25 LTI grant are set out in detail in the Notice of Meeting, so I won't repeat those details. There are two performance metrics for long-term incentives, the first being compound annual growth rate of earnings per share and the second being the compound annual growth rate of absolute total shareholder return as set out in the explanatory memorandum. Skander's total remuneration package comprises fixed remuneration, short-term incentives, and long-term incentives, and the details are also set out in the Notice of Meeting about the split between those.
Are there any comments or questions concerning the issue of these performance rights to Skander under the Global Equity Plan? Questions in the room? No. There are no questions online or no requests for verbals online. Thank you. So the direct votes and proxies received for this resolution are now shown on the screen, and open proxies in favor of the chair of the meeting at the time of the meeting will be voted in favor of the resolution. So that does conclude the formal business of the meeting, but I'd now like to hand over to Skander, and we invite shareholders who may have questions or comments that have not already been addressed. We have some questions that have been submitted in writing, but I'd like to first take questions from the floor if we could.
Sorry. Just to follow up on that, the absolute shareholder return target, I think you said the low hurdle was 5%. Is that correct? And if so, it seems pretty underwhelming given, I suppose my opening comments about how OFX has performed since inception, and anyone can get sort of 5% cash in the bank today. So I would have thought a more ambitious sort of low hurdle would have been appropriate given the risk of buying shares and equities, etc.
Sorry if I didn't explain it correctly, but it's the compound annual growth rate of the TSR and of the earnings per share that we're targeting the executives on and Skander in this case. So it's a compound annual growth rate of 5% as opposed to an absolute target of 5% when you're talking about the earnings per share. Happy to take you through the Notice of Meeting if you'd like afterwards.
Yeah. Sure.
Thanks, Jackie. Are there any other general questions from the floor? No? Okay. Well, let's have a look at the questions. Right. In terms of the written questions, I will give to you Skander's starting with the first one. Thank you. I have the question that everybody has on their mind.
Okay. The first question comes from Kim Yu and Peggy Yu, and the question is, "Why not expand to travel money?" And the answer to that is we may do in the future. Our focus is very much on B2B and corporate, and as we've laid out, our investments are very much about getting all our corporate clients onto the new platform as soon as possible, and so that's our priority. We may do travel money at some point in the future. The next question comes from Stephen Mayne, and to paraphrase it, "Could the CEO comment on how we're thinking about crypto and whether he thinks the bubble will permanently burst?" A few comments about Donald Trump. The answer to that is, as we've talked about in the past, we do analyze and monitor crypto.
The view that we took very much is, first of all, it's more of an asset than a currency. Second of all, that per our risk appetite, there are certain kind of asymmetric risks, and one would be if we got our settings wrong on Know Your Customer and we don't get enough comfort around our ability to see through transactions and who the ultimate owners and beneficiaries are for us to kind of operate in that particular space at this time, but we continue to get involved. We work on the underlying technology, particularly more on the blockchain side than on the cryptocurrency side. The next question also from Stephen Mayne was around M&A, and essentially, there was, it's perhaps a little bit like some of Charlie's questions around, it feels like the ASX is losing a lot of long-standing names.
There seems to be an asymmetry between what public markets and private markets value, how they're being priced, why aren't we more highly valued, and what are we doing to avoid being taken over. The answer to that is similar to, as I said to Charlie, our valuation will fundamentally be a function of how fast we can grow and grow profitably. Being a public company, we have a very clear sense of what our risk appetite is, and so there are various things that we obviously take exceptionally seriously, and we're very transparent about that perhaps some private companies are not as rigorous around. I can't comment on how private investors see particular companies versus public. All I can do is generate growth and returns for our shareholders, and the market will value us accordingly.
Sure. Yeah.
Yeah. I also want to say there's a timeframe issue as well, and I'm very public on what I think about the APRA, the way that APRA rates super funds that make them all hug the curve and try not to do anything dramatic and just be really boring and risk-averse. It's very short-term. It's a very short-term way of investing. We're investing for our future, and that's why you see that continual investment. That's the way to grow our company. That's the way to deliver sustainable growth and extraordinary growth over time. There is a perception between public and private markets that perhaps more things can be accomplished in a private setting when you're not under the public scrutiny.
We've spent a considerable amount of time looking at our own valuation, as I have said, but again, we feel very confident that we are pulling on growth levers, and we're doing it in a very credible and sustainable way, as you'd expect. Thanks, Skander.
Okay. The next question also from Stephen Mayne was really around the technology that we're using and specifically around Zoom versus Link products. I'll let Stephen and Link have that conversation about technology, but we've been using Zoom now for a number of years, and we found it to be a robust platform, which is why we stage our hybrid meetings using Zoom, and we have no incremental costs because it's included in our license.
Okay. This one, I think, is for you around disclosure of.
Stephen said, "Thank you for disclosing the proxies early with the formal addresses, and well done on avoiding protest votes." Thank you, Stephen. "When disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a voluntary disclosure initiative adopted by the likes of Metcash, Altium, AGL, Dexus, ASX, Qantas, Tabcorp, and Myer over the past two years. You've got the data, so why not let the sun shine in?" We will be disclosing results of the AGM votes by close of business tomorrow as required by the Corporations Act and the ASX listing rules.
We consider our levels of disclosure to be adequate, but we're always reviewing how we do things. So thank you for that feedback.
Next question was around AUSTRAC. AUSTRAC has been the most effective regulator in recent years, extracting big settlements, fines. There are more and more global sanctions in place. Please summarize how we avoid our systems and network being used by money launderers and comply with AUSTRAC and any other global sanctions. It's a great question because I think people used to take it for granted until the level of fines started to grow, and they're up over five times in the last five years alone. We have a very comprehensive global anti-money laundering and CTF program, and we always work with our regulators. We meet with our regulators and our banks to make sure it's of the highest quality.
Done. I'd like to jump in because I want to follow on from the earlier conversation with you, Charlie, on what's happened at competitors and looking at valuations and all that. One of the things that attracted this Board to join OFX, because we do have a very heavy-hitting Board, is that it has a very solid risk management DNA and significant time, attention, scrutiny, and culture around having the right type of risk management. And you won't find that at any of our competitors. I'm quite confident, not that I want to throw stones. But so that is a significant difference in some of the figures that you see being spent there. It's really important.
It's important for us that our customers feel safe in dealing with us, and it's our DNA that we will continue to be top of mind for regulators in having a two-way relationship talking about what the best practices are. Thanks, Skander.
That is it. I hadn't realized that. Thanks, Skander. So I believe there are no further questions, so I'm about to close the meeting. But before doing so, I'd remind shareholders and proxy holders who are attending online to complete their voting cards immediately. And if you haven't done so already, and once completed, press the submit button at the bottom of the screen. Actually, that is important. Press the submit button so it's not lost. And as advised earlier, the results of the polls will be released to the ASX as soon as these are available.
So is there anyone here in the room that has not completed and submitted their voting card that wishes to do so? Okay. Well, then I now determine that the polls are now closed. Thank you for your attendance today and for your support of OFX. Finally, thanks again for your support, and we look forward to your continued support in the year ahead. The meeting's now closed.