OFX Group Limited (ASX:OFX)
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May 11, 2026, 4:10 PM AEST
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AGM 2025

Aug 15, 2025

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

My name is Patricia Cross. I am the Board Chair of OFX Group Limited, and I will chair today's Annual General Meeting, which is being held as a hybrid meeting with some investors present at our offices in person. Nice to see you all and others attending online. I'd like to start by acknowledging the traditional custodians of the lands on which we're gathering and to pay my respects to elders past and present. I also extend that respect to any First Nations people attending the meeting 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'd like to introduce the OFX directors. First, I'd like to introduce Skander Malcolm, the CEO and Managing Director, and then attending here up front with me are the other Non-Executive Directors.

First on my right is Connie Carnabuci, who is a member of the Remuneration and Nomination Committees. Next is Jacqueline Hey, who is the Chair of the Remuneration Committee, and she also chairs the Nomination Committee. Next on Skander's right is Cathy Kovacs , who is a member of the Audit, Risk, and Compliance, as well as Nomination Committees. Finally, there is Rob Bazzani at the end. He's the Chair of the Audit, Risk, and Compliance Committee and a member of the Nomination Committee. Adrian Wong, the Chief Legal Officer and Company Secretary, is attending. Adrian is back there. We also have the company's auditor, Sean Kendrick, from KPMG here in person, as well as Karen Hopkins from KPMG, who will be taking over as the lead audit partner for OFX following this AGM. Welcome, Karen.

Members of the global executive team who are attending in person with me or via Zoom are Selena Verth, the Chief Financial Officer; Mark Shaw, the Chief Operating Officer; Axel Freytag , the Chief Strategy and Corporate Development Officer; Kate Malone , our Chief Risk Officer, who is also relatively new to our company; Lucy Allen , the Chief Marketing Officer; Yung Ngo, the President of Asia Pacific; Kate Svoboda, Chief People and Culture Officer; Adam Thomas, the Chief Technology Officer; and Josh Goines is here from North America. He is the President of our North American office. We have here and online Jaco Veldsman and Francois Henrion , who I want to give a special shout out to, who are the founders of Paytron. Due to time zones, our offshore regional president, Maeve McMahon, will not be on the call. Before we begin, I have some quick housekeeping matters.

For those attending via Zoom, hopefully you've resolved any technical issues, but if not, please call the OFX team on 612-8667-9160. For those attending in person, should you need to leave the room at any point, simply use the doors that you came in through, and toilets and emergency exits are located just outside those doors. Our aim is to ensure a productive and fair meeting for all shareholders. Please listen courteously to others and express your views fairly and respectfully, avoiding any language or conduct that could disrupt the proceedings. To ensure the meeting runs smoothly, I ask that all questions be directed to me as Chair, unless otherwise noted, and to give all shareholders an opportunity to participate, we suggest that each shareholder limits their questions to two per agenda item. Please keep your questions concise, relevant, and if possible, avoid too much repetition.

If time permits, we will return to any additional questions that haven't yet been answered. Now on to the agenda for today. The proceedings today will be first, I'll make a brief introductory address. Then I'll introduce the 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 shareholders. As for my address, again, thank you for joining us both virtually and in the office, and again, welcome. It's really pleasing to have all of you here. I'd like to begin by talking about the Board's commitment to increasing the sustainable through the cycle value of your company, hand in hand with excellent risk management and corporate governance.

FY 2025, as we all know, was highly unpredictable, especially for our mainstay business, Global FX Payments, OFX 1.0. Rather than slashing costs and reducing investment, we doubled- down on our transition to our new client platform, OFX 2.0, which we also call NCP. The limited growth opportunity vulnerability of our mono-line FX business underpinned our calculated decision to accelerate this pivot. OFX Group Limited is a small cap with balance sheet strength, cash generation, and leadership experience of a much larger organization. This capability made such a quick and emphatic pivot possible during the year. Every Board and management team member has a successful track record in best-in-class international organizations, and we were in no doubt of the need to accelerate our commitment to OFX 2.0.

We started FY 2025, and keep in mind that this was back in April 2024, which seems an eon ago, with strong customer flows, a relatively benign investment environment, and a plan for steady accounting platform integration following the completion of the Firma integration. By the way, April 2024 was one of our most record months to date. However, the macro-economic environment, as we all know, deteriorated, especially as the year went on, and we had the unprecedented macro-economic and geopolitical events following the U.S. elections, which severely impacted our business and, more importantly, our clients. A combination of low business confidence and morbid trading ranges in our key currency quarters created highly volatile and unpredictable results. Although we remained profitable with around 90% cash conversion, the market reacted severely.

We do not underestimate this impact on shareholders, and indeed, we have all collectively shared it, but we remain very convinced that this company will deliver strong returns. Let's consider the governance behind our momentous decision for the accelerated transformational pivot. My letter to you in the annual report did say, "In a year where many pulled back, OFX moved forward." Whilst that's executed quickly, our strategic pivot was actually carefully considered by this board, going back even well before November 2023, when we first discussed the strategy. Over the ensuing 12 months, in addition to carefully analyzing client reactions as we rolled out the New Client Platform in Australia, we invested in comprehensive research that endorsed substantial investment to accelerate our transition to OFX 2.0, the NCP, driven by early client signals and an extensive market analysis.

The board applied its global expertise with an independent perspective, constant challenge, and for quite a few of us, further external analysis. The power of a board is to engage, challenge, and be constructive where you can be. This is no space, though, for cheerleaders, and it's also not a space to be sitting around with your mates. This board has extensively and independently reviewed and challenged the OFX strategy. We are highly convicted independently. In FY25 we successfully launched our New Client Platform in Australia and Canada. We began migrating existing Australian clients and expanded to Europe and the U.K. in June. Our first quarter FY 2026 results show promising progress, which Skander will speak to.

OFX 2.0 transforms our offering from a focused foreign exchange offering to an integrated solution for modern CFOs, including global virtual currency accounts, corporate cards, expense management, accounting platform integration, and, critically, our distinguished high-touch client service and risk management capabilities. Our strategic focus remains on accelerating our B2B pivot and expanding our product suite. In the first quarter of FY 2026, we added 35 features to our New Client Platform products and services, including our industry-leading and only, I think, digital forward solution. Our unwavering commitment to compliance and operational excellence remains fundamental. Industry-wide regulatory intensity continues escalating sharply. Annual fines surged from $8.9 billion in 2014 to over $19 billion in 2024. Interestingly, fines against fintechs and non-bank financial institutions have grown exponentially and even more so since then. While banks represented 85% of total fines roughly in 2014, the banks' share fell to around 60% by 2024.

2025, as I alluded, does indicate a continuation of this trend. OFX's proactive risk management, powered by best-in-class tech, provides critical strategic advantage and is fundamental to our ability to sustainably scale up and grow. As I said, our cash generation remains strong. Over FY 2025, we repaid debt and executed a share buyback program, acquiring 9.2 million shares for $13.7 million. Regarding today's advisory vote on the remuneration report, we are going to have a first strike based on the advanced votes. We take this feedback seriously, and we commit to meaningful reflection and consideration of improvements. The Chair of the Remuneration Committee, Jacqueline Hey, and I met with many shareholders leading up to this AGM, and having heard the concerns, we are deliberating further as a board. I commit to an open and constructive dialogue with you.

In closing, I want to thank the OFX board for its terrific constructive challenge and support. Thank you also to Sean Kendrick of KPMG, who is here for the tough questions still. He has so well audited our company over the last five years, and he is rotating off, and Karen Hopkins is taking the role. I would also like to express my thanks to and admiration for the entire OFX community, who work very hard and with much passion for what we do. Most importantly, thank you to all of you, our shareholders, for your continued support and for being part of the OFX journey. Now I'd like to hand over to Skander Malcolm, our CEO and Managing Director.

Skander Malcolm
CEO and Managing Director, OFX Group Limited

Thank you, Tricia. As highlighted on slide six, in fiscal year 2025, the business demonstrated resilience in what was a very unusual macro-economic environment. The weak business confidence we saw in the first half continued through the second half, with political instability and the prospect of tariffs later in the period adding to that uncertainty. This meant that our results were below our expectations as we'd set out at the half year, with net operating income of $214.9 million, down 5.5% versus prior corresponding period, and underlying EBITDA of $57.7 million, down 10.7% versus prior corresponding period, with an underlying EBITDA margin of 27%. The team worked very hard to drive the business levers within our control, whilst continuing to invest in creating a bold new company that supports our clients in many more areas than just FX and risk management.

Our margins and cash flows remain very healthy, and we maintain very disciplined cost control, cash management, and risk management. We finished fiscal year 2025 with net cash held of $77.2 million, up $2.5 million from our first half, and that included repaying a further $24 million of outstanding debt through the year, as well as completing an extensive share buyback program, buying 9.2 million shares for a total of $13.7 million. Moving to slide seven, we've always set up and run OFX in a sustainable way, which meant keeping very disciplined on key financial and operating metrics, especially when external signals were very mixed and volatile, while at the same time continuing to invest in building a competitive advantage over time.

Business confidence was subdued, but our small to medium businesses are feeling even more pressure, with SME business confidence declining more significantly in our major markets, as you can see from the data points on the left. They saw the interest rate outlook change, cost of goods rise, and whilst inflation moderated, it was persistent, and later in the year was even forecast to rise. Political instability and the threat of tariffs drove further uncertainty later in the second half, particularly for our target clients who buy or sell cross-border. The chart on the left shows our monthly revenue versus the monthly average revenue over the year. We do see some variation ordinarily, driven mostly by the number of days in a month or if we see particular events.

However, given we have very high recurring revenue, it was very unusual for us to see such variation, and in fiscal year 2025, this weak business confidence affected the average transaction values, or ATVs, that we typically see unusually across the world. Given that backdrop, we worked very hard at optimizing our business fundamentals. The metrics on the right-hand side of this page demonstrate the way we run the company sustainably. We drive operating levers that create value over time, cash generation, thoughtful expense management, and risk management designed to support growth whilst keeping the company safe. We work very hard on execution led by an experienced and very competent team, and this execution is what has delivered superior EPS accretion from the acquisition of Firma, a fast and very meaningful integration of TreasurUp, and a healthy environment for our employees to do their best work.

We also continue to invest in our strategic transformation through the OFX 2.0 strategy, which extends and improves our value proposition and the total addressable market we can go after. We are acutely aware that a stronger value proposition will grow our client base and the average revenue we generate from each client, which in turn will drive faster growth. The board and management team have very high conviction in the path we're taking, underpinned by market examples, detailed internal research, and our also strong external research, which I will talk to shortly. Our team of approximately 700 OFXs are engaged, working hard, competing vigorously, and creating value all around the world. Moving to slide eight, many investors will be familiar with this page, as we've shared it previously.

It lays out how our strategy has evolved as OFX 2.0, highlighting the outcomes we are targeting, which are scaling in our major markets, focusing on ideal client profiles or ICPs who generate the revenues akin to the more valuable corporate clients with an ARPC of more than $4,000, more products to help businesses manage their operations internationally, and a modern and scalable client platform, which will mean we grow revenue faster and generate better margins over time. Given the potential value we felt we could unlock, we commissioned a global strategy leader with depth in payments and software to assess the market opportunity through an independent study. We felt that with this, we could also address the questions of whether we should continue to invest in this opportunity, how we should invest, and how fast we should invest to generate the best return.

That study was concluded in late March, and we discussed it as a board as we finalized our approach to fiscal year 2026 and beyond. It not only validated the strategy we had in place and what we had already seen from our competitors who had put this in place, but it very clearly and unequivocally supports the accelerated New Client Platform investment we make. You have heard us talk about a bigger global FX total addressable market, and you've also heard us say that there's very little industry data to draw from. What the study has given us is a much clearer view of the opportunity that is available. Through 2.0, this opportunity is doubled.

By adding the products and services that tackle other pain points, like getting paid and managing flows and liquidity, our TAM for target ICPs increases by 94% from $34 billion in the 1.0 world to $66 billion in the 2.0 world. Moving to slide nine, the study was important in further building our conviction to accelerate because it confirmed that our target clients are very much ready to switch to fintechs so long as we can provide an integrated solution. That was a very key finding. Previously, we had always provided a superior product in FX and superior service through our digital plus human platform, being a competitive differentiator, but the reluctance to switch was because target clients are looking for solutions across a range of problems, not just FX.

To unlock this opportunity to switch, we have the integrated product set, a very contemporary and secure platform in NCP, and the FX and risk management, which is a key differentiator in the sector, especially versus banks, but also versus many fintechs who focus on payments or spot FX only. Further, we have the team, a well-established global footprint, a strong balance sheet, and cash generation to act boldly to take this opportunity. We have set up and run OFX for the medium to long term and have very disciplined financial controls and knowledge to consider when investing. Considering how much to invest and how quickly was a very carefully considered exercise. Moving to slide 10, here are the main reasons we have chosen to accelerate our investment. Firstly, as we've shared previously, the ARPC of a client who is more deeply engaged with more products is higher.

To have more clients with a higher ARPC will drive top-line growth faster and underlying EBITDA margin expansion. For example, we already see that with our new clients, the growth in non-FX revenue is faster than in FX, and it's at a higher NOI margin. We've previously shared that in looking at public competitors, our current corporate clients' ARPC is $4,200, and that includes only 1% non-FX revenue, as you can see on the left-hand side. Growth in non-FX revenue at stronger NOI margins grows NOI and underlying EBITDA margins. We expect to achieve 10% or more in non-FX revenue by fiscal year 2028. Illustratively, if we got to the levels of ARPC generated by our competitors, longer term, we can generate around 40% more revenue from the same clients. The sooner we're able to provide the expanded product offering, the better.

However, to capture this upside, we need to invest up to a further $29 million in fiscal year 2026, with between $16 million and $24 million of that in OpEx and $5 million in CapEx. This includes some natural employee cost inflation, investment in the accelerated platform rollout, our go-to-market strategy, and our commercial resources to drive faster growth. If OpEx ends up at the higher end, it's because we're generating good NOI growth and paying bonuses in full. There is no further material step-up change expected to this investment in fiscal year 2027, and it's expected to normalize in fiscal year 2028. Unlike others, we can self-fund this growth, which is absolutely critical. Finally, on a straight ROIC basis, we looked at the returns this investment profile, i.e., doing it in an accelerated fashion, would generate, and compared that to doing it more slowly.

Doing it quickly provided the strongest return because the extra revenue, combined with the reduced client churn, delivers the fastest and best ROIC. This makes a lot of sense when we go back and reflect on the study that showed that the majority of market share is still with banks, but we are competing to dislodge it with fintechs. It is also consistent with what we see in active clients. If we lose clients, we can grow ARPC, but we will struggle to grow overall. A stronger value proposition delivered quickly protects the existing revenue better. Interestingly, we see evidence of this in the early Australian clients who have been migrated to the new platform.

When we compare the average monthly FX revenue we earned from them for the 90 days prior to the migration with the FX revenue we earned in June, we've seen their FX revenue grow more than 8%. This is true for every cohort and has continued through July. Further, a longer execution timeframe always creates other risks, both technical and operational. If we're too slow, we will waste this opportunity and risk competitors catching up on our product capability. Going faster is what gets us to more than 15% NOI growth by fiscal year 2028, and this is underpinned by more NOI from both FX and non-FX, lower churn, more active clients, and higher ARPC, and ultimately, the kind of longer-term returns that will be very attractive for our shareholders.

Moving to slide 11, I want to highlight our positive start to the year from our 1Q 2026 trading update, as announced on the 24th of July. NOI rose 11.3% versus the fourth quarter, which reflects a strong performance in more stable market conditions and good execution as the NCP rollout gathers momentum. NOI growth versus fourth quarter 2025 was supported by a 15.7% increase in group cross-currency average transaction values, offset by a 6.3% reduction in group cross-currency transaction volumes. NOI fell 3% versus prior corresponding period. Active clients in corporate were down 1.6% versus the fourth quarter, with the lapse rate reducing as they migrate onto NCP and new products and features are added. In Australia, where 40% of corporate clients were migrated onto NCP as at 30th of June, active clients were down 1.3% versus fourth quarter 2025, and that's the lowest lapse rate in five quarters.

It was very encouraging to see our enterprise segment continue to grow, up 33.5% versus PCP, with positive momentum continuing and up 42% versus fourth quarter 2025. Our consumer segment was up 2.4% versus the fourth quarter and down 9% versus PCP on lower transaction volumes, but with higher ATVs. Moving to slide 12, the global NCP rollout is progressing well. The migration of existing Australian corporate clients is expected to be substantially complete in the second quarter. Through July, 62% of Australian corporate clients have now been successfully migrated. NCP went live in Canada in April and in EMEA in June for new clients, attracting strong early traction, with conversion of prospects to clients improving post-launch. In June, our industry-leading digital forward solution designed for automated invoice to payment was launched, and this feature allows clients to lock in rates, addressing the economic uncertainty they face.

This was one of 35 new features added during the quarter, including customized pricing, cashback on cards, AI-driven expense allocation, and payment engine enhancement to facilitate faster and lower cost payments. In July, the popular pay by card feature was made available again following the vendor transition, which was completed in the second quarter. Moving now to slide 13 and the outlook. While global tariffs continue to create uncertainty, we have seen markets begin to stabilize in the first quarter. We continue to target growth in NOI, and we will work exceptionally hard to deliver that. The year has started well, as I mentioned earlier on. As part of our disciplined approach to capital management, we elected to prioritize preserving cash for trading collateral through the first quarter as markets remain volatile.

As outlined in our trading update, in light of the return to more stable conditions, we will commence a new on-market share buyback program after this AGM. This program, which allows for up to 10% of ordinary shares to be bought back over the next 12 months, remains subject to daily trading volume restrictions and will be managed in line with prevailing market conditions, and will also recommence debt repayments. As I mentioned, the OpEx investment we are making will be within the range of $16 million- $24 million, subject to NOI growth with no step change in fiscal year 2027.

This means that we are not targeting operating leverage in the near term based on our deep understanding of how valuable the opportunity and our high conviction in our strategy and the team and the platform we have to unlock it and the consequent ROIC and shareholder value that we can create by investing this way. We expect that it will make us a much more valuable company and will deliver the top-line growth and underlying EBITDA margin we've been targeting. Finally, let me add that whilst I too share your and Tricia's frustration at the market's view of our value and feel the pain as a large shareholder, I am equally convinced it is working and will create the more valuable company that we all want. I've just returned from a trip to the U.K. and Europe to meet with our team, our clients, and our banks.

They were unanimous in their excitement and commitment. Our people feel more energized than ever to solve a much bigger problem for our clients than FX, our clients see the partnership as unique, and our banks see us as doing this responsibly. With that, I will hand back to Tricia to conduct the formal business.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Skander. I will now turn to the formal business of the meeting, taking each resolution in the order as set out in the notice of meeting. There will be an opportunity to ask questions on each resolution, and we kindly request shareholders to limit their questions to two per agenda item so that everyone has a fair opportunity to participate. 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. Questions that have already been addressed are unlikely to be responded to again. A poll will be conducted on all resolutions. Certain 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.

Votes received prior to the AGM will be shown on screen prior to each resolution being put to the meeting. 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 declare the polls to be open. Shareholders and proxy holders who are 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 the registration this afternoon. Please complete this card by ticking the for or against or abstain box in respect of each resolution and hand it to the MUFG Corporate Market staff that are sitting at the entrance table.

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 MUFG Corporate Market staff on your way out. If you have joined online, we have now 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 X at the top right-hand corner.

You'll be able to vote at any time until the close of the meeting, when I will declare the voting closed. You just click on the poll button on the taskbar to reveal the electronic voting card again. If you're not a shareholder or proxy holder, or if you've 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've already voted and you vote again during the meeting, your previous vote will be invalid. The votes will be counted by our share registrar, MUFG Corporate Markets, who will also act as a scrutinizer. Once the poll is closed and the votes are counted, we will announce the results to the ASX, which is expected to be prior to the market opening tomorrow.

If you have any issues voting during our meeting, please look at the detailed instructions in the OFX online AGM guide or call +61 2 8667 9160. The first item is the financial statements. There is no vote on this item, so please check acknowledged if you have joined online. For items two to seven, please do lodge your vote. For those attending in person, could you please address all questions to me as Chair? 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.

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'll need to navigate to the lowest section of your Zoom window, and the bottom taskbar will appear, then click on the Q&A button. You'll need to enter your full name and your shareholder number or proxy code, and then either type your question into the box and press send or indicate that you would like to ask the 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 name and your microphone will be unmuted. Please again state your name before asking your question.

Now turning to item one. The first item of formal business is the tabling of the financial statements and reports of the directors and auditors for the year ended 31 March 2025. The company is required to lay before the meeting the last audited financial statements and reports. These were released to the ASX on 20 May 2025 as part of the company's annual report. No resolution on this matter is required, but I do 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, independence of the auditor in carrying out the audit, or anything else that you see fit to ask our auditors.

Our auditor, Sean Kendrick, as I said, is present as part of our panel for that purpose. I'll 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. Before I do that, remember that if you're in the room, please raise your hand, and if you're attending online, please navigate to the Q&A button at the bottom of your screen. Bear with us as we'll need some time to confirm that those who are asking questions are shareholders or proxy holders. Now I will hand over to you, Skander?

Skander Malcolm
CEO and Managing Director, OFX Group Limited

Thank you, Tricia. First, let's take questions from folks who are here in person. If you have a question, please raise your hand, and Tara will bring you a microphone. Again, just to remind you, please introduce yourself before you ask your question. Any questions on the financial reports from anyone here?

David Kingston
Chairman, K Capital

Good afternoon, David Kingston from K Capital. Firstly, I'd say there's no doubt the board and management are a talented group of people and working hard. However, the elephant in the room, as you've acknowledged in the addresses, is the weak shareholder value over 10 years. I'm a new shareholder, so I haven't lost any dollars, but some people have. Shareholders invest for capital growth and dividends. The daily voting machine of poor share price means OFX has delivered material capital losses for most shareholders. Ten years ago, share price was $3. Three years ago, $2.50. One year ago, $2. Two cliff face drops have taken it to $0.82 this year, a fall in market cap of around $2.80 million. No dividends since 2021. 2025 profit guidance not achieved. Underlying $2.25 NOI declined 5% and PBT declined 24%.

Quoting from the great movie, as per Tom Cruise's iconic line in the movie Jerry Maguire, "It is time for OFX to show me the money." Briefly, and I've only got a few background comments before making two questions. OFX has got very strong competitors. There's no doubt the space is attractive. There's no doubt that business is going to transfer from the major banks to companies like OFX. It's a hot space. You've got some whales out there. You've got Revolut at GBP 45 billion, Wise at GBP 10 billion, AirWallex at AUD 10 billion . Key issue for me, which is part of my question, is whether OFX, notwithstanding the talent and the hard work, can it carve out a sustainable niche, or will it be swamped by the whales? I've invested because I think the management and board are strong, but OFX definitely has promise in this space.

It's got a strong cash position with $51 million of available cash for its own use after commitments. Solid 2025 profits with underlying EBITDA of $57 million. I tend to prefer looking at PBT of $31.7 million because there's a lot of intangible spend that will continue. To give credit, many fintechs don't have positive free cash flow, so that's one big advantage of OFX. Well done on the external strategic review and initiating OFX 2.0. TAM nearly doubles. Both addresses have referred to the $16 million- $24 million increase in OpEx and a similar increase likely in 2027. That's understandable and a realistic goal. In addition, addresses have referred to the platform investment, which is increasing $5 million from $19 million- $24 million in 2026. No profit guidance for 2026-2027, I respect that. That's understandable.

Unless there is substantial growth in net operating income, it seems free cash flow will reduce materially over 2026-2027, which I understand and respect. My two questions on the first issue are either to you, Tricia, or I think you said questions to you. Given two parts of the first question, given the weak shareholder value over many years and noting no corporate strategy is ever certain, how material is the risk that the large uplift in OpEx and intangible spend in the next two years will not deliver growth in shareholder value? Noting my other comment, is it realistic that OFX now capped at $200 million, a lot higher a year ago? Is it realistic for OFX to carve out a sustainable niche when there are other fintech giants capped well into the billions, which are seeking similar customers? That's my first question.

Do you want me to have the second one now or?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, David. There are a lot of issues that you've raised there, even at my quick typing. We will just address the questions that you've made, and I'm sure we'll have a chance to come back to the other issues. I'd love to comment on the whales specifically, as you know. Skander, I might hand that first question to you, and then I might jump.

Skander Malcolm
CEO and Managing Director, OFX Group Limited

Thank you, David. The first thing I would say is history says that in financial services, very rarely a winner take all. When I look at, for example, the growth in other products, there's been a range of different competitors all around the world that have taken share from incumbents. As we pointed out in the TAM analysis, it's such a huge TAM, and somewhat surprisingly, it's sitting typically with banks, and it's fairly lazy. We don't believe that even well-funded competitors will generate some sort of concentrated outcome in terms of who is going to take share. The second thing I would say on our ability to compete is, yes, there are some funding advantages that some of our competitors have. They don't necessarily have the same profit motive that we have, but we have our own advantages.

Our licenses around the world are unlikely to be matched in the short term, and that is very important in rolling this value proposition out around the world. Many of the other competitors are very concentrated in, for example, Europe or Asia or North America, and that ability to compete in different parts of the world is really, really important. The other thing that the study was incredibly strong on was that our value proposition, which was benchmarked against those competitors, was very attractive. We're already seeing that. We're seeing lower lapse rates. We're seeing winbacks from those competitors. In fact, when I was in London, you mentioned Revolut. Two of our new starters came from Revolut for Business, and we had a new starters meeting, and I asked them, "Why did you join OFX?" They told me two things which I thought were very interesting.

One was they said, "Your platform is way better than theirs." I take that as a high compliment because Revolut is certainly considered in the industry as having spent a lot of money on their platform, and they would benchmark themselves very highly relative, but they said, "No, we think yours is much better." The second thing they said was culture, and they shared a data point that as salespeople, typically Revolut would hire 100 people in a quarter, and less than 40 would survive, which was a huge operational cost and drag on the business, and it also impacted their ability to go and do their jobs because it was very unclear where their support was coming from. As you say, one can never be certain. I have launched products in the U.K., in the U.S., here in Australia.

I don't think I've ever seen such strong signals from research, from existing clients, and from internal and external factors that give us the conviction to do that.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

I might just add quickly to that. Definitely don't want to do a race to the bottom in terms of risk and compliance because it doesn't reflect well on the industry at all. What we're all about is offering a fair way for the customers and making a good return on that. However, I do like to remind people keywords to Google on each of the competitors, and one of them might have just been mentioned. I think one of the keywords would be license, and each of the competitors do have keywords to Google. I think that Skander has said the gist of it on that question. There is a lot to be said about the whales.

I would have the same concerns that have been voiced in a lot of the press about some of them, especially around moving jurisdictions, some licensing problems, and the AML piece is just absolutely enormous. David, what's your second question, please?

David Kingston
Chairman, K Capital

Thank you, Tricia. Look, we're all realistic and nothing is ever certain. Let's give it a red hot go. I think it's a good management team, a great board. You've got the capital, as you said, Skander. It's terrific that this growth initiative is being funded internally rather than externally by debt or shareholders' funds. There are a lot of positives there. My second question, Tricia, pressing it to you or pass it to Skander, whatever, noting the losses in shareholder value over the past 10 years. If sadly OFX 2.0 doesn't achieve material growth in shareholder value in the next 12 months- 18 months, will the board consider a merger with or a sale to another financial services company, noting there is lots of current corporate activity in ASX fintechs, for example, IRIS and Tyro? Thank you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

David? Good question. As you'd imagine, there's a lot of inquiry all the time with companies like IRIS from the minute that I joined. We've always been very, very focused on the value of the company as a board, and again, independently challenging management on that. The board had already engaged, just as an ongoing advisor, Goldman Sachs, who tests all of our assumptions about our valuation. I did buy 100,000 shares at $2.78 when I first joined. That shows you some of the assumptions that we had, especially around multiples, which were based on growth ambitions. You would expect that there's a lot of activity in the space, and the multiples are quite staggering. We've been very encouraged, though, by some of this activity because it has related to companies trying to acquire the capabilities that we have on the New Client Platform.

For example, the complete integration into the accounts payable ecosystem, and in particular, integration with accounting platform integration and identifying payments and controlling employees' expenses. We feel like we are right up there in terms of capability. We keep an open mind about any conversations, and I do talk to basically anyone that wants to have a chat. What I always say is that we are very focused on the through-the-cycle longer-term generation of shareholder value. I did believe that purchasing at $2.78 was a good price to purchase at based on where I would value this company, and I did not come down in the last shower on valuing companies, as you know. Things do have to work in our way, and I totally respect that. We won't be giving the company away. However, we are very focused on what the market says, and we are always listening.

Thanks for your question, David.

David Kingston
Chairman, K Capital

Just a very brief rejoinder. You'll be pleased to know, Tricia, that one of your shareholders said to me recently that he thought the value of the company was $3 a share. You make a profit on your first purchase.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

$0.12 on that 100,000. I'm really happy to say that my other 237,077 shares were at lower levels, but I'm actually unhappy to say that. Thanks, David. Are there other questions on the financial statements from the floor? All right. I will now go on to online verbal questions. Are there any online verbal questions? No, I see nods in the back. Are there any online written questions about the financial statements? No. Thank you. As there are no further questions about the financial statements, you get off lightly, Sean. Is it because he has a crutch? No, in all seriousness, I'll ask that we now move on to item two, which is the reelection of Ms. Connie Carnabuci. This is item two.

Connie was appointed as a director of the company on the 1st of April 2019, and she was last reelected as a director of the company at the company's 2022 AGM. Connie will retire under Article 47A of the company's Constitution, and being eligible under Article 47C of the company's Constitution offers herself a reelection as a director of the company. Details of Connie's experience are set out in the notice of meeting, so I will not repeat those details. The board, with Connie abstaining, supports Connie's reelection as a Non-Executive Director, and I'll hand over to Connie to briefly address you.

Connie Carnabuci
Member of the Remuneration and Nomination Committees and Non Executive Director, OFX Group Limited

Good afternoon, shareholders. I'm seeking your support for my reelection this afternoon to the board of OFX. Over the past six years, I've had the honor of serving on this board, and it's been a time of considerable transformation for the company and maturation for the company. What do I bring to the company? I bring over three decades of legal and commercial experience. I particularly have deep expertise in digital transformation, corporate governance, and risk management. Most of all, I have a passion for helping businesses innovate while remaining customer-focused and legally compliant. As a former Senior Partner and Global Co-Head of a technology practice of a UK-based international law firm, I have experience in managing global businesses.

I understand how valuable this experience is to a company like OFX, where we are rolling out a suite of regulated products across a range of geographies: North America, Europe, the U.K., and Asia-Pacific. I personally have been internationally recognized as an expert in intellectual property, technology, and data governance. I have made a career in advising IP and tech-intensive businesses on their activities. My clients included names like Apple, Alibaba, Tencent, eBay, Telstra, HP, and various divisions of GE, just to name a few. At the commencement of my career, I was advising on legal and regulatory matters in the context of on-prem mainframe technology solutions, usually with bespoke, locally built software applications. During the course of my career, we've traversed the development of LANs, WANs, and ultimately the internet and cloud-based digital economy.

I've advised on commercialization and enforcement of intellectual property and technology assets and on M&A in both private and public contexts. I have a deep understanding of how important intellectual property and technology is to a digital-first business like OFX, especially in an exciting time where we see things like AI and ABM and similar technologies expanding so quickly into the delivery of our client service. As the former Chair of the Media and Communications Law Committee of the Law Council of Australia, I was closely involved in the development of the Law Council's submission to government on various inquiries around the regulation and responsible use of AI. Pleasingly, in the most recent report issued by the Productivity Commission just a week or so ago, many of those recommendations have been adopted.

I'm proud to tell you that I was recently appointed as a Fellow of the Australian Institute of Company Directors in recognition of my experience as a company director. A point was raised around the diversity of this board, which came through various shareholder conversations that were had by our Chair and the Chair of the Remuneration Committee. I'd like to share with you that I'm proud to be a first-generation Australian, born of Italian migrant parents, and that I grew up in a home where Italian was the first language spoken. I also spent 15 years of my career based in Hong Kong and ran a regional sector group for my former law firm.

During my time on the OFX board, I've contributed to strategic decisions that have strengthened our global platform, enhanced our regulatory resilience, and positioned OFX as a trusted provider in an increasingly complex financial services landscape. Looking ahead, I'm committed to continuing my journey with you. My focus remains on ensuring that we navigate the evolving digital economy with foresight, that we uphold the highest standards of governance, and that we deliver value to our shareholders, clients, and our teams around the world. I thank you for your past support, and I respectfully seek your continued support to serve on the board of OFX.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Connie. Are there any comments or questions concerning Carnabuci's re-election? David Kingston?

David Kingston
Chairman, K Capital

Thank you. Firstly, Connie, I'm jealous. Tricia told me to curtail my comments as I'm too foliable, but you had a far longer leave space for your speech, so well done. On a serious note, I think some of these proxy advisors are incredibly petty, a ridiculous accusation of lack of diversity. I think they just lack enough things in the day to do, so they come up with silly recommendations. You obviously got an excellent legal career, also director of BDO, the accountants, so that's good to cover both jurisdictions there. My question to you could be to any director, Connie, but just to make sure that you continue to speak. On the buyback, in the last two years, the company has completed a buyback, not just the year just ended, but over two years, around about 18 million shares, $28 million. Things change.

It's impossible to tell which way prices go, but in hindsight, the price paid is way over the current market price. New buyback to commence, which I know has been advocated by a number of shareholders, and the shares are now $0.80. Are you confident, Connie, that there is value in the shares at $0.80 and that there won't be a further payment of money for buyback in excess of what the future price might be? Thank you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you for your question, David. Connie, if you don't mind, I'm going to speak to this, but I might have you speak to the decision-making at the end of 2021 and 2022 when we weren't on the board and you were there, when the company did decide that it would be more appropriate for a growth company such as OFX not to pay a dividend, going forward to work through the share buyback mechanism. That is part of the answer to your question. Skander, do you have some more that you wanted to add to this, or is that all?

Skander Malcolm
CEO and Managing Director, OFX Group Limited

Thank you, David. The decision on the share buyback rests in our capital management. Obviously, as we discussed yesterday, we generate good cash, and we have various options for that cash. At the time, what we were very mindful of is we felt, to Tricia's earlier point, that the company was undervalued, and therefore buying back shares was a good use of that cash. That said, we also had a lot of growth in front of us, and we invested obviously in CapEx. We also had debt that we were paying down. That decision to do the buyback was actually three different ways to use the cash. Yes, as of today, the shares have not appreciated in value, but we would not have changed that decision then based on the undervalue of the company at the time in combination with the other uses of cash.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Connie, I will just ask you to speak briefly. Thank you.

Connie Carnabuci
Member of the Remuneration and Nomination Committees and Non Executive Director, OFX Group Limited

I mean, I think, David, thank you for the question, and thank you for your support. I think for us as directors, the view was that offering the buyback actually indicated our confidence in the underlying value of the company, and I think we would continue to hold that position, David. Skander has taken you through all of the numbers and the independent report and why we think there is value there to be captured. None of that changes. In my opinion, the single reason is we do have confidence in the value. We believe it's a great opportunity for us to demonstrate that confidence by offering the shares on the buyback.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Connie. Are there any other questions related to agenda item number two? There are no—oh, sorry, we have a question here on the floor. Thank you.

Charlie Kingston
Equities Analyst, K Capital

Thank you. Charlie Kingston. Can I just, given your legal background, Connie, and focus on risk management, I mean, part of the narrative around the space is that the competitors, the scrappy upstarts, they take risks, they cut corners, they're not as focused on risk and compliance, and they get in trouble, but they are growing their customers, and they are growing their valuations at very fast rates. Conversely, OFX, who seems to have a lot of focus on risk management and compliance, that's one of the pitches as to why you would go with OFX. We are losing customers, and shareholder value is going down. Is our focus on risk management a handbrake to our business and value creation going forward?

Are the scrappy upstarts that are more aggressive and happy to take on risk and cut a few corners a disadvantage to OFX, and how do you balance that given just your focus on risk management and your experience, please?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Connie, I will let you say something, but I do want to say that having strong risk management and having the ability to manage your risk using the most modern, scalable technology, especially, is an absolute key to being able to scale up your business. Some of our competitors are finding that they didn't get those basics right because they did go hell for leather on the other side. They're scrambling to get back to where we are. I mean, they're nowhere near where we are. Connie, I might let you comment.

Connie Carnabuci
Member of the Remuneration and Nomination Committees and Non Executive Director, OFX Group Limited

Thanks, Charlie. I think in my speech, I used a very important word, which is we want to be the trusted service provider. As you're probably aware, AI has only accelerated the number of potential online risks that are associated with provision of services such as ours. Perhaps not surprisingly, Charlie, I'm going to say the strength and the investment that we make in our careful risk management and having the right processes and structures and technologies supporting the delivery of our services is probably one of the single most important things that's going to drive value in the long term. You only need one blow-up for brand equity to be ruined, perhaps, you know, irrecoverably. In our opinion, you know, we have a quality mindset.

If you look around the management that is in this organization, they all come from the big end of town, high quality, very thoughtful, very considered approach to execution. None of that's going to change.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Connie. Are there any further questions? There are none verbally online, and there are no written questions. Thank you. I will have the direct votes and proxies received for this resolution prior to the meeting on the screen. Thank you. They're 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. Congratulations, Connie, based on how much has been voted. The next item relates to my reelection as a Director. We will ask Jacqueline Hey, the Chair of the Nomination Committee, to chair this item of business.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you, Tricia. Item three is the re-election of Mrs. Patricia Cross. Tricia was appointed as a director of the company on the 20th of July 2022 and was last reelected as a director of the company at the company's 2022 AGM. Tricia will retire under Article 47A of the company's Constitution, and being eligible under Article 47C of the company's Constitution, offers herself for reelection as a director of the company. Details of Tricia's experience are set out in the notice of meeting, so I will not repeat those. The board, with Tricia abstaining, supports Tricia's reelection as a Non-Executive Director. I'll hand over to Tricia to briefly address you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Jackie, and good afternoon, shareholders. It is a privilege to be standing for reelection to the OFX board, although I do so with considerable humility, given the significant number of votes cast against my reelection. This has sent me an unprecedented but very valuable message, and I want to acknowledge that directly. I also might just note that when I first took the chair of this company, I said to my board two things. I said, one, we have to have a constructively, psychologically safe environment for our board meetings. That doesn't mean don't discuss things that are difficult, but I want to hear from everyone. The second thing I said, if you ever need to get rid of me, it is your duty as directors to do so. I still very much hold those principles.

The level of opposition to my reelection reflects shareholders' dissatisfaction, not just with the company's performance, but clearly with the leadership during one of the most challenging periods in my 45-year career. I accept this feedback entirely, and I recognize that as chair, I bear responsibility for both our strategic decisions and how we've communicated with you throughout this difficult period. FY 2025 did test every assumption we had about our business and our markets. As I've said, the combination of macroeconomic volatility and geopolitical uncertainty created trading conditions that were completely unprecedented. Our customers lost confidence in their business outlook, and they adopted a more cautious approach. Our revenue suffered, and our share price reflected the market's judgment of our performance and also the way that we communicated that performance.

As someone who first purchased, as I said, the 100,000 shares at $2.78, I felt this disappointment as acutely as any of you. I've kept buying. I do think this is a fabulous company with great potential. Where I believe that we got it right was in our strategic response, doubling down on the New Client Platform. We could simply cut costs and stay in a monoline world. I'm sure there are those that would have preferred that. The earliest indicators suggest that our approach was the correct approach. Where we clearly got it wrong was in how we managed expectations and communicated the reality of what we were facing and why we made the decisions that we did. The vote today tells me that my stewardship has not met your expectations, and I do take that seriously.

If reelected, I commit to being more accessible, and equally, I would welcome your regular feedback on our strategy and execution. The trust you place in directors is earned, not assumed, and I recognize that I need to earn that trust back. Part of this vote, and also the vote related to Connie, stems from an opinion that our board lacks cultural diversity, as Connie said. We believe this is an incredibly misguided opinion. It stemmed originally from one of the proxy advisors. Generally, proxy advisors were very, very supportive of my nod, but one of them had this opinion, and a couple of investors went along.

I want you to know that each member of this board has a combination of one, having lived and worked for a substantial amount of time overseas, two, speaking a language other than English, and/or three, having been born overseas or having parents born overseas. We feel these global passports are absolutely essential to an OFX board. Professionally, we have worked in a variety of industries and companies, large and small, industrial, financial services, professional services, technology, and more. This is a very highly qualified, highly effective, very interactive, and very challenging board. As you know from my profile, I've been very privileged to work on some of the best company boards in Australia and in the U.K., best companies. They aren't all necessarily the best boards. I think this board is one of the best boards I've ever worked with. Thank you, gang.

Personally, I do bring a completely different DNA to this board, literally as well as figuratively. As I say to everyone, I'm a foreigner everywhere I am, anywhere I am. Yes, I was born in the U.S. but left there, and I have a very highly Nordic DNA. Never having been overseas before, the first place I went was to live and work in the Soviet Union. I've lived and worked over many years in seven different countries, with the very beginning in the U.S. Public Service and Foreign Affairs, and then extensively around the world in international banking with some of the best companies that still exist and thrive today. My deep and abiding respect for best-in-class risk management comes from working with these companies, as well as for working with the governments of the United States and Australia.

I have always done some type of public service throughout my career, sometimes honorary. I do speak six languages, three of which were rated for Georgetown University School of Foreign Service U.S. State Department certifications. Fluent at the time. Later, I picked up two more on the job, living and immersing in local cultures. Cultural diversity is fundamental to our OFX values and obviously to mine. I might remind shareholders that 47% of our OFXers are from culturally diverse backgrounds and speaking a language other than English, and I'm really proud of that. I do hope I can continue to serve OFX as we execute our strategic transformation, but experience means nothing without the humility to listen, learn, and adapt. I thank you for your feedback. Other than the cultural diversity, I really do appreciate very much the feedback and the opportunity to continue serving if that's your decision.

Thank you.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thanks, Tricia. Are there any comments or questions concerning Patricia Cross's reelection? I'll first take any questions from those attending in person. Please raise your hand, and Tara will bring you a microphone. Thank you. Mr. Kingston, I'll introduce you, so off you go.

David Kingston
Chairman, K Capital

Thank you. Look, I repeat again, I think the proxy advisor who is raising diversity is really stupid, wasting everyone's time. Let's move on to the more important issues. I understand the frustration of the shareholders who've lost money. Yeah, losing money, you do get frustrated. It's disappointing to see the vote against Trish, but I understand it. Congratulations, Trish. An extremely humble, honest, and courageous response to that. Very well spoken. I've known Trish for a number of years. She's been an outstanding executive and had an outstanding board career, absolutely an A-grader. From a business point of view, Trish's role, not just as Chair, but to provide credibility to OFX Group Limited in its huge dealings with counterparties, is incredibly important. The company would be dramatically diminished without Trish. Very well spoken.

I understand the vote against, which reflects the share price, but in my opinion, Trish's contribution is excellent, and her role is pivotal to the future of the company. I have one question, though, Trish, for you, given your extraordinary experience. Just appreciate your insights into the global expansion. Lots of Australian companies have failed in their North American acquisitions. Indeed, probably the majority have. It's always harder than it looks. In 2022, the company acquired the Canadian company Firma for around about $100 million. I don't know the detail well enough, but superficially, that acquisition seems dubious. If we look at the enterprise value of the entire today, namely the market cap minus the available free cash, the enterprise value is $150 million, whereas $100 million has been paid in cash for Firma a few years ago.

Just appreciate your insights as to whether, with hindsight, which is a marvelous thing, you think maybe that was too ambitious an acquisition or it's been too hard to implement, integrate, or do you consider it a success? Thank you.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you very much for your question, Mr. Kingston. I think both on Firma and Paytron, maybe I could ask Skander to say a few words and then end up with Trish to add on. Is that how you'd like to do it, or would you like to take it all?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

You go first. I'll go first, and you can jump in. I feel like it's good that I go first because I wasn't actually the Chair that decided to do that acquisition. However, I think it's jolly good, really, really great that the company made that acquisition. Prior to making that acquisition, OFX had announced that they were in the process of making a shift to more of a focus on B2B. The reason for that is that there's much more opportunity in the B2B segment, better opportunity for growth, and also especially as you look more globally. Firma itself was a highly accretive acquisition, and this company is not about quick sugar hits, but the fact is it was highly accretive. It was a company that needed to be brought into the current era because it was quite analog.

OFX has very strong skills in digital execution, and they could see that it would fit very nicely as long as it was well integrated. I came in as the integration was underway, and the integration went even better than I would have expected. We have lost traders and some customers, and we have had some concerns expressed from other shareholders about that, but we did expect that to be the case, and we had an escrow payment that we were able to avail ourselves of because of that. That's just what you expect in financial services. One of the great things about all of us is I hope you don't think we're just bragging about our experience. We've had some spectacular failures along the way too, or shall I say things that could have been improved?

Certainly, as an executive at the NAB, I dealt with fallout with acquisitions that the NAB had made around the world. I was on the executive committee for some of those, did the due diligence on some of them. I know that Australian companies do frequently get burned offshore, but North America is a very important market for us. It has a very large total addressable market, and specifically, the actual customers that we're after are very, very strongly there. One of the bad luck things about the Firma timing, of course, is that Canada undoubtedly has been the hardest hit by the tariff world, and as well, the trading quarters have been just moribund, which hurts us as well. Skander, having said that from an independent point of view, would you like to add to that?

Skander Malcolm
CEO and Managing Director, OFX Group Limited

I mean, just very briefly, you talked about the whales, but we're the first non-bank to get a direct issuer issuing license in Canada, and all the whales you mentioned don't have that. That's a direct result of our scale in Canada. Second of all, I was in the U.K., as I mentioned, meeting with one of our major partners, a very, very significant financial services player who had bought a company that three years later they still had not integrated. It's pretty common, as you know, with your experience in M&A. The company's integrated, the staff were integrated, we're on one platform. Some of the data points coming out of Canada are outstanding. I'm extremely confident that was a very good move. The EV, by the way, back in 2023 was well over $550 million. Today, that's not where it should be, but we will build it back up.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you. Any other questions from the floor? Thank you. Again, if you could just introduce yourself. We know you, but for everyone else, thank you.

Glen Hoffman
Director, Renaissance

Glen Hoffman, Renaissance. Trish, just given the current valuation standing of the business and hearing today from the board and executive about the confidence in the rollout of 2.0, could you just outline how you plan as a board and management to communicate to shareholders the ongoing progress and success of the rollout?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Glen, and thanks for coming to our meeting. We have indicated in some of our announcements, pretty much all of what we're primarily looking at because it is a new way of going to market, and we will be embracing that to realize the benefits of our new strategy. We are looking at continuing to focus on metrics that we've focused on in the past, like net operating income, EBITDA margins, all types of profitability measures. We are highly focused on the clients, how many active clients we have, the quality of those clients, the average revenue per client, and we do compare this to the ARPC at our competitors. I have a list here of other measures that we look at, including average monthly spend per client, existing clients that have migrated, and we are currently, we've migrated, is it 25% globally and 62% in Australia?

We are continuing to watch that. Most importantly, the non-FX revenue, and some of us have a strong view that it should be well and truly above 10% in a couple of years' time. We are watching these measures very regularly, and they are all improving substantially. Does that answer your question more or less, Glen?

Glen Hoffman
Director, Renaissance

Yeah, it was also more about how often you're going to communicate.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Sorry, of course.

Glen Hoffman
Director, Renaissance

To the market. I know you've released a quarterly report. Are we going to continue with that? Are we going to actually update out of cycle, if you like, whilst you've got a, you know, everyone's talking about a valuation that doesn't make a whole lot of sense.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Right, right.

Glen Hoffman
Director, Renaissance

Incumbent on the Board and executive, in my mind, to protect that value and to report success or otherwise.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Sure.

Glen Hoffman
Director, Renaissance

Because if it isn't success, then as shareholders, we need to know that, coming to David's point about other ways to realize value.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you. Thank you, Glen. Yes, we have stated that we are going to proceed with quarterly updates, and there may be other things that happen that we need to update along the way naturally. Another shareholder kindly told us that we tied ourselves in knots because we were trying to please everyone in terms of their views about how often we should update, but we're all now aligned to a quarterly updating. Thank you.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you. I think we have one more question down the front here. Thank you, Mr. Charlie.

Charlie Kingston
Equities Analyst, K Capital

Yep. Just around shareholder value again, and it's just been touched on, but where we're trading today, I think OFX is three or four times EBITDA. Obviously, there's a lot that comes out below EBITDA, but that's the metric some use for fintechs. Trish, I think you said you first bought stock at $2.78 or thereabouts, and here we are at $0.80. I think you also said, but correct me if I'm wrong, you're always chatting to people about valuations and external advice, et cetera. Down here at three or four times EBITDA, some of the peers are rated on multiples of revenue, given they don't even make EBITDA. Maybe that's the problem that we do generate a profit, which I say somewhat sarcastically, but it is the way of the market today.

How do you think about multiples given it sounds like you do speak to plenty of people about where peers trade, where should we trade? Skander, I think you said the EV was a lot higher when we made that acquisition. If strategy OFX 2.0, I think we're up to, does succeed, where do you think a business like OFX should trade, and what do you think it's going to take to get there? What metrics do you need to demonstrate to the market to achieve whatever the upside you believe may be, please?

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you for the question. We're probably straying into some general questions that we should save for the end. Do you want to make a quick comment, and we'll come back to these questions at the end as well?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

I'll give you another vote later on. Charlie, thanks for the question. I have a very strong view that the company should be rated on a multiple that reflects the growth that is inherent in what we're doing. I don't think I can say much more than that without Adrian shutting me up. You know, do your own analysis at 3-4x EBITDA when you look at the whole competitive landscape where that's trading. Are you dying to add anything to that? No, OK, thank you. Thank you. Thanks, Charlie.

Jacqueline Hey
Chair of the Remuneration and Nomination Committee and Non Executive Director, OFX Group Limited

Thank you. By all means, we'll come back to that if you like, Charlie. Any further questions on resolution number three? Any questions online? Voice questions? No. We do have one question written online that's coming from Stephen Main. Thank you for that question related to Patricia Cross's reelection. Why was there a 34% vote against Connie, and has the Chair suffered an even bigger protest vote? Which shareholders voted against the Chair, and why? Did any proxy advisors recommend against? If you disclose the proxy votes with a formal address, just like you did last year, I wouldn't have to ask this question. Stephen, thank you for that. I note your question on resolution four, which we'll get to. I can see, and we'll come back to that. Just a quick comment.

We don't disclose the voting of individual shareholders, nor do we specifically always know the reasons for each shareholder's vote, but we do have, and we will continue to have, constant interaction with our shareholders, both in terms of our trading updates, as was asked just before, as well as individual meetings that we have with shareholders in an appropriate way and at appropriate times. We will disclose the proxy votes prior to asking or concluding the vote on this one, as we did for Connie, and it is similar for Tricia. That's the last written question we have. I might actually go straight on to the direct votes and the proxies received for this resolution being shown on the screen, which will answer Stephen's question.

The open proxies in favor of the Chair of this meeting at the time of the meeting will be voted in favor of this resolution. I will also now hand back to Tricia to continue and take over as Chair of the meeting.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you very much, Jackie. Thank you. Thank you. OK, this takes us to item four, which is the remuneration report. This is the binding, non-binding advisory vote on the FY 2025 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 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. I don't propose to repeat those details. The remuneration report for FY 2025 also reports on incentives for FY 2025, including the STI outcomes and the metrics for the FY 2025 LTI that were approved by shareholders at the AGM last year. Are there any comments or questions concerning the remuneration report? First, I'll take questions from those attending in person. Please raise your hand, and Tara will bring you a microphone and introduce yourself before asking any questions. David Kingston.

David Kingston
Chairman, K Capital

Thank you. I'm strongly in favor of attractive financial rewards for KMP. Obviously, the board agrees the strategy, but it's up to the execution of the management to implement the strategy successfully. Skander, obviously a very capable professional, and it's been tough out there. You've been CEO and MD for seven years at a competitive market, and it's challenging. Recently, in the Prezo, you advised that there's been five years of platform transformation, and in the past year, we've had OFX 2.0 and cards. No drama. 2025 earnings guidance not achieved. I think it's totally realistic no profit guidance for 2026, 2027, given the OpEx and intangibles jump. I just wanted to clarify that this really is a whatever it takes to win next year and a half. Fortunately, I'm a new shareholder, but clearly, there's significant frustration amongst shareholders.

I can understand the challenges of running businesses, particularly in fintechs, but I just wanted to hear from you that from here on in, OFX 2.0 is the panacea, and whatever it takes, you are going to deliver a victory here because I don't think there's any tomorrow. If OFX 2.0 doesn't work, as Glen alluded to, there are other ways to create shareholder value. I appreciate your insight in that, and I'm strongly supportive of you. Obviously, a very capable guy, and I support strong rewards for success. Thank you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, David. We'd all like to have that point of view as well. We have to deliver, don't we? It would be remiss of me to say whatever it takes, and hopefully, it won't come to that. If you didn't see this company fulfill on the promise that we are laying out, then you would expect eventually to see some change, and it probably wouldn't be a limited change. Skander, do you want to add to what I'm saying? No. Yes?

Skander Malcolm
CEO and Managing Director, OFX Group Limited

I mean, as Trish said, one thing I want to make really clear about whatever it takes and the sort of inference that we're getting outcompeted by people who don't play by the rules, there's very asymmetric risks here. As we talked about yesterday, we've just seen Argentex go from a market cap of around $100 million to $0 in a matter of weeks. That was a new board, a new CEO who decided to do whatever it took, and that's the outcome for shareholders. We are not going to compromise on a really good quality program. That said, the intensity is very high. As I said, I've just been in the U.K.. My management team have been all over the world. I'm going to Canada in a couple of weeks. The level of focus and delivery in this company has never been higher. It's very strong alignment.

We are pushing exceptionally hard, and we've seen green shoots. You can absolutely be assured that there's no one on this team, whether they're executives or middle management or folks on the front line, who are not in it to win it. You have my absolute full commitment around that.

David Kingston
Chairman, K Capital

Thank you. I'm well aware Trish is an extremely competitive person, so I'm sure that I wouldn't want to stand in the way between Trish and a victory lap. We can have confidence. Trish, I have one last question. You'll be pleased to know. No other comments for the rest of the meeting. If I could ask a question of Selena Verth, obviously KMP, presumably the number two KMP on the executive front. Selena, you and Skander have worked closely together for around about seven years, and it's clear you're an extremely cohesive duo. I'd just be interested, though, do you see your role as a proficient executor of OFX strategy, or do you adopt a devil's advocate approach and strongly challenge the OFX strategic decisions from time to time? Thank you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you for your question, David. I know the answer to that, but I'll let Selena say something about what we see. Selena strongly challenging when necessary, and we appreciate that. As a board, actually, the critical person that you have in my experience is your CFO. Your CFO has got to tell you like it is. Sadly, I've sat on a board in particular where the CFO didn't. Selena, would you like to say something, please?

Selena Verth
CFO, OFX Group Limited

Yes. I agree with you. I have to play both roles. You have to make it happen and also challenge when it may not be working. Are we doing the right thing? Do we need to pivot? It's the fun challenge these days of a strategic CFO that you have to play both sides of that fence.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Selena, and thanks again, David. Are there any other questions on this resolution? OK. There are no questions online, Kylie, and no written questions. Yes, I do have a written question here, don't I? We already did cover it. That was Stephen Main's question about proxies. Thank you. The direct votes and proxies received for this resolution are shown on the screen. As you can see, even though 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 still do have less than 75% vote, and that will be a first strike, and we take that on notice. Thank you. Item five I'll move on to is the approval of the OFX Group Limited Global Equity Plan.

OFX has reviewed this Global Equity Plan, which 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. Since the Global Equity Plan was last approved by shareholders at the company's 2022 AGM, it has been amended to reflect the new employee share scheme revisions in the Corporations Act. Key changes include an updated definition of eligible participants and revised issue caps, as disclosed in the notice of meeting. Shareholders are being asked to approve the Equity Plan so that it falls within Listing Rule 7.2, exception 13B. Securities issued under the plan do not count towards the 15% limit on the issue of securities during any 12-month period. Are there any comments or questions concerning the Global Equity Plan? I don't seem to have any in the room. Do we have any online?

I don't have any verbal questions online. I do have something. Oh, it's the same query. OK. Right. I can go to the actual results on item number five. The direct votes proxies are now shown on the screen. Open proxies again will be voted in favor of the resolution by me. I now go on to agenda item number six. This concerns the proposed issue of performance rights to CEO and Managing Director Skander Malcolm to reflect Mr. Malcolm's achievement of STI for FY 2025. This issue of securities under OFX's STI plan will be completed in accordance with the company's Global Equity Plan, and the 2025 company performance measures are set out in detail in the remuneration report and the notice of meeting. Mr. Malcolm was also assessed against individual performance measures, the details of which are set out in the remuneration report and the notice of meeting.

I'm going to say Skander's STI payment is settled 50% in cash and the remaining 50% subject to shareholder approval. Deferred equity is to be delivered in performance rights, 50% of which vest one year after issue, and the second 50% of which vest two years after issue. For FY 2025, Mr. Malcolm's target STI was 115% of his total fixed remuneration, and his STI outcome, as assessed by the board, was 27.5%. The STI outcome was calculated based on a 27.5% funding from the company performance metrics and an individual performance of meets expectations as measured against his individual KPIs. Further details regarding the calculation of Skander's performance rights are set out in the notice of meeting, so I will not repeat those details. Are there any comments or questions concerning the issue of these performance rights to Mr. Malcolm in respect of his FY 2025 STI under the global equity plan? Are there questions on the floor? OK. Thank you. There are no questions online. No questions written. OK. Thank you. That will move me to showing the results prior to the polls closing. Again, 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, which is item seven. This concerns the proposed long-term incentive grant for FY 2026 to the CEO and Managing Director Skander Malcolm. This FY 2026 long-term incentive grant comprises an issue of performance rights to Skander, pursuant to the global equity plan. Details regarding Skander's proposed FY 2026 LTI grant are set out in the detail of the notice of meeting, so I will not repeat those details.

There are two performance metrics which must be met in order for the long-term incentives to vest. These are at risk, the first being compound annual growth rate per earnings per share, and the second is 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. Are there any comments or questions concerning the issue of these performance rights to Skander under the global equity plan? First, I'll take questions from those attending in person. We don't seem to have any questions on the floor. I'll go to online verbal questions. There are none related to this, and I don't have any written questions.

I'll move to show the direct votes and proxies that have been received for this resolution, and they're now shown on the screen. Open proxies in favor of the Chair of the meeting will be voted in favor of the resolution. This concludes the formal business of the meeting, but now we're going to invite shareholders who may have other questions or comments that have not already been addressed to bring these to the meeting. I'm going to ask Skander to facilitate and direct traffic on this. Thank you.

Skander Malcolm
CEO and Managing Director, OFX Group Limited

Thank you, Tricia. Any questions from anyone in attendance? General questions? Nope. Kylie, anyone online verbal? None. OK. We've got a written question here from Stephen Main. At last year's AGM, I asked the CEO to comment on how we were planning the emergence of crypto, and the answer basically was that we're not going near it with a barge pole due to the reputation and regulatory risks. The Chair's address today linked our recent share price troubles with the election of Donald Trump, who is seemingly captured by the crypto industry and also an active personal participant in the industry. Has Donald Trump's all-out embrace of crypto damaged us as a fuddy-duddy, old-school, risk-averse payments player? Does the CEO think we should embrace crypto as many are now doing that, and what does the Chair think? Is our high-powered and highly credentialed board leading us to be overly risk-averse?

I'm happy to do the first bit. We do look at digital assets, and we do look at crypto. We don't just ignore it. We also feel that crypto in its current form really does not meet risk appetite for OFX, and we're very clear about that in our risk appetite statement, but we keep across what's going on. More broadly, we think that the development of blockchain, stablecoins, tokenizations do represent an opportunity in due course. It's still fairly nascent, but we do think there could well be opportunities for that in the future. Anything else you want to add?

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

I will just comment that we are, I hope that if we've proven anything to you today, it's that we're not simply a fuddy-duddy, old-school, risk-averse payments player. We're far beyond that space at this point in time. I also should clarify that I did not intend to directly attribute all of our ills to the election of the president of the United States. These things are very complex, as we all know, highly unpredictable, and any of us who have worked through many cycles know that it takes a lot of issues to create the types of problems that we've experienced.

Skander Malcolm
CEO and Managing Director, OFX Group Limited

OK. The next question was also from Stephen Main. According to the latest annual report, we have seven substantial institutional shareholders who collectively own 49% of the company, but only one of them, Vanguard, is an index investor. What is our history of index inclusion since listing at $2 a share in October 2013, and why is Vanguard still on the register when our record low market cap of $190 million presumably leaves us stranded with little or no index inclusion across the various ASX indices? Speaking of our record low share price, how much better off would we be with the remaining 3,000-odd shareholders collectively if we had never done a buyback? Vanguard have actually been on the share register for over 10 years, and we are still in the ASX 300. I think that is the nub of the answer. I think there's not much else to add.

OK. I think are there any other questions? Nope. Back to you.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you, Skander. Glen, please.

Glen Hoffman
Director, Renaissance

Yeah, Skander, if you could just, we've talked about this in meetings, which is good, but maybe for shareholders, outline your expectations of when you think 2.0 can turn around the negative active client growth. In my mind, I have other shareholders, institutional shareholders who talk to me about the company and suggest that it's just going backwards the whole time because active clients are going backwards. Can you give the shareholders at the meeting a view of when you think, what you can see, that active client growth will actually turn positive?

Skander Malcolm
CEO and Managing Director, OFX Group Limited

The first thing to just break down is our huge focus right now is core productive clients. Just to baseline everyone, we have a lot of consumer active clients. We haven't been actively marketing to them. The total active client number will go down if we're not focused on consumer active clients. In the corporate space, we have been exceptionally focused. I can't give you the exact date when that has happened, but I can tell you there have been weeks when we have been in the positive and some weeks when we've gone backwards. What I can also tell you is there's already been over 300 reactivated clients since we launched OFX 2.0 just in Australia, for example, in our corporate business. We are seeing signs that clients who've lapsed have come back to the program. That's on top of our regular reactivations in corporate.

Obviously, what we're now doing is starting to migrate to Canada, and we expect to see similar energy in reactivations. We will do U.K. and Europe, and we'll start to see that as well. There's also been a huge amount of analysis on who is actually lapsing relative to the sort of most valuable clients. Every single week, each of the regional presidents sends me personally and Selena a report detailing the number of clients that we've added through new, and that, by the way, is going very well with new, those that have lapsed, and a breakdown of those that have lapsed and why, and those that have reactivated. As I said, first quarter update, it is all substantially where we have been in market.

I can't give you an actual date because I don't control exactly why people lapse, but I can tell you that the vast majority of those that are lapsing, and I'm talking north of 85%, are very low-value clients, and furthermore, we are starting to attract through these NTCs some pretty valuable clients. We will update, per your earlier question, on a very regular basis, and I can't just commit to exactly when this is going to happen, but we're very, very encouraged by the progress.

Patricia Cross
Board Chair and Non Executive Director, OFX Group Limited

Thank you. Thank you, Glen. Are there no further questions? OK. As there are no further questions, I'm about to close the meeting. Before doing so, I would remind shareholders and proxy holders who are attending online to complete their voting cards immediately if you haven't done so already, and once completed, press the submit button at the bottom of the screen. I need to get my proxies in before I close the polls, don't I? Thank you. Minor detail. Thank you. Thank you. As advised earlier, the results of the polls will be released to the ASX as soon as these are available. If anyone hasn't submitted their voting card, please do so. Thank you. I think that we're there now. I'll now declare the polls as being closed. Thank you for your attendance today, and thank you for your support of OFX.

We do really appreciate the constructive challenge, and the AGM is one of the most valuable ways of doing that. We look forward to your continued engagement in the year ahead, and I now declare the meeting to be closed. Thank you.

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