Pacific Current Group Limited (ASX:PAC)
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May 5, 2026, 3:27 PM AEST
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AGM 2025

Nov 13, 2025

Justin Arter
Chair of the Board, Pacific Current Group Limited

Yeah, thank you. Good afternoon. I'm Justin Arter, the Chair of Pacific Current Group and the Chair of this meeting. I'm delighted to welcome you all to the annual general meeting of shareholders of Pacific Current Group Limited. Thank you for your attendance today. I'd appreciate it if all mobile phones could be turned off or put on silent. The time is now 2:00 P.M., and we have a quorum of members present. I declare the annual general meeting open. Joining me today are Michael Clarke, our Managing Director, who's joining the meeting from London via the webcast, and our Non-Executive Director, Joanne Dawson, Chair of the Audit and Risk Committee and Chair of the Remuneration, Nomination, and Governance Committee. I'd also like to thank each Director for their support and contribution during the year.

Others here today make a tremendous contribution to our business: David Griswold, our General Counsel, who's joining via the webcast; our CFO, Ashley Killick; and our Company Secretary, Clare Craven, who unfortunately aren't able to be with us here today. Finally, I note that Rita Desilva, EY, our External Auditor, is also here. Rita will be provided a reasonable opportunity to answer questions you may have about the conduct of the Auditor. The agenda for today's meeting is set out on your screen. Before commencing with the formal matters before the meeting today, I'll outline the formalities of the meeting and make some general comments, and then hand over to Michael, who will present an overview of activity for Fiscal Year 2025, comment on strategy, and provide an outlook for the business.

A question-and-answer session about the financial statement, the audit, and general questions of management will be held before the resolutions are put to the vote of shareholders. Shareholders and proxy holders participating in person will be able to ask questions. Any shareholder or visitor who is listening to the audio webcast will not be able to ask questions or vote online. Now, the formalities of the meeting. The notice for today's meeting was made available to all shareholders on our website, where you will also find our Constitution and the 2025 Annual Report. The minutes of the 2024 AGM are available to view at the registration table. I will take the notice as read and deal with the business of the meeting in the order it appears in the notice. Before we do that, I will explain how voting and questions will work for the meeting.

When you registered your attendance this afternoon, you would have been issued with an attendance card. Those with a blue card can ask a question and vote at the meeting. Those with a yellow card can ask a question but not vote. Visitors with a white card are not entitled to vote or ask a question. Your board has determined that voting at the meeting will occur by way of a poll for all resolutions which require a vote. So that you have enough time to vote, I will shortly open voting, and it will stay open until the meeting closes. I will put each resolution to the meeting for questions or comments and then put the resolution to a poll. Only shareholders attending in person or by proxy may vote on the resolutions.

As we formally put a resolution to the meeting, proxies received in relation to that resolution will be shown on your screen. That number will include votes on undirected proxies cast by me as Chair. As set out in the notice of meeting, as Chair, I will vote all directed proxies in accordance with the directions provided by shareholders, and all undirected proxies I will vote in favor of all resolutions. Today, we've appointed Tim Killick of Computershare, the Company's share registry, as the returning officer. Welcome, Tim. After the votes have been counted and reviewed by the returning officer, the results of the meeting will be released to the ASX and available on our website. I declare voting open on all items of business, and you can now submit your votes to the returning officer at any time.

In relation to questions and comments, general business questions will be taken for item one, and questions relevant to each other item of business will be taken following introduction of that item. If you wish to ask a question, please hold up your registration card. When invited to speak, please identify yourself and then ask your question. I will either answer the question or pass to the most appropriate person to respond. As Chair, I reserve the right to rule out questions that do not relate to the business of the meeting. We also will not answer questions that are the same or substantially similar to questions that have already been answered. As mentioned in my letter in the Annual Report, the financial year 2025 has been a pivotal one for Pacific Current, marked by significant developments and change in the governance and structure of our organization.

In terms of board renewal, two long-standing directors, Tony Robinson and Gilles Guérin, both retired. Michael Clarke became an Executive Director and Acting CEO, and Jo Dawson and I joined the board as Non-Executive Directors, respectively. The board acknowledges and thanks both Tony and Gilles for their invaluable contributions during their tenure. During this period, Pacific Current has transitioned to an externalised investment management arrangement. Our portfolio has reduced following the completion of a number of strategic transactions, and we now have a more concentrated register of shareholders following the off-market buyback. I'd like to thank the board and management for their efforts and support through this period of transition. In particular, I'd like to acknowledge and thank two key people in our organisation for their outstanding service and leadership. As you know, our Chief Financial Officer, Ashley Killick, will retire at the end of November.

Ashley joined Pacific Current in 2019, and during his six years with Pacific Current, he has been instrumental in strengthening the company's financial position, driving operational efficiencies and improvements in financial reporting, and supporting strategic growth initiatives. David Griswold, our General Counsel and Chief Compliance Officer, retired in December 2024 after more than 20 years with Pacific Current and Northern Lights. David has continued to support Pacific Current as Outsourced General Counsel through 2025 on numerous strategic matters. During his long career with us, David's extensive industry experience and legal and regulatory expertise has been a major factor in our continued success. On behalf of the board and shareholders, we thank Ashley and David for their many years of expert guidance and counsel, and wish them both a long and happy retirement. Looking to the future, Pacific Current has today announced two important changes to its leadership team.

First, Michael Clarke, who was originally a Non-Executive Independent Director, then Acting CEO, has now been appointed as Managing Director of Pacific Current. The board would like to thank Michael for his expert leadership during this period of change and opportunity. Second, Ron Patel, formerly our Head of Finance, Investment Analysis and Valuations, has been appointed as Acting Chief Financial Officer. Ron has extensive technique expertise and an in-depth knowledge of Pacific Current and the investment industry, having been a senior member of the team since 2008. The board is confident of his seamless transition to the Acting CFO role. The board congratulates both Michael and Ron on their appointments. I will now hand over to Michael to present the business overview.

Michael Clarke
Managing Director, Pacific Current Group Limited

Thanks, Justin. I'm gratified to report that through the execution of significant initiatives, including, as Justin mentioned, an equal access off-market share buyback, several large portfolio transactions, and the implementation of further cost-saving initiatives, the positive momentum developed in the previous financial year continued throughout FY25 and has also continued into FY26. Turning to financial results, solid progress in both underlying and statutory profitability was recorded, with PAC declaring a statutory net profit of AUD 58.2 million and an underlying net profit of AUD 26 million for the period. The statutory profit was driven by uplifts in the fair value of assets in the portfolio and the gain on disposal of selected assets. Underlying profitability was impacted by the higher level of cash holdings in the portfolio resulting from the disposal of assets during the current and prior periods.

Consequently, underlying earnings per share declined to AUD 0.5576 from AUD 0.624 per share in the previous period. The successful completion of an equal access off-market share buyback in March 2025 enabled PAC to buy back just over 22 million ordinary shares at AUD 12 per share for the total value of AUD 264.5 million. This represented over 42% of issued capital. Following completion of the buyback, PAC has just over 30 million ordinary shares on issue. The share buyback achieved several important objectives, including improving capital efficiency, providing liquidity to selling shareholders, and reducing the share count for the benefit of remaining shareholders. In a further capital initiative, PAC announced on the 15th of October that an on-market share buyback of up to 2 million shares, representing 6.8% of outstanding capital, would be conducted.

The board believes that an on-market buyback represents an efficient use of capital and is in the best interest of shareholders, particularly in light of the company's strong balance sheet and current share price level. Cost-saving initiatives implemented in the financial year positively supported the result, with a close to 60% reduction in corporate costs during the period. It is also worth highlighting that although underlying net profit and earnings per share declined year on year, the number of ordinary shares on issue was significantly reduced following the off-market buyback, further enhancing shareholder value. The recently announced on-market share buyback will further reduce the number of shares on issue. PAC declared a final dividend of AUD 0.28 per share unfranked for the second half of the financial year.

The final dividend brings the total dividend per share for the financial year to AUD 0.43, an increase of over 13% on the full-year dividend declared in the previous financial year. Because of fair value uplifts recognized on completion of asset sales during the period and related considerations, PAC's fair value estimate of net asset value increased to AUD 15.51 per share on the 30th of June 2025. This estimate exceeds statutory NAV by AUD 0.76 per share and compares with a fair value estimate of NAV of AUD 13.47 per share on the 30th of June 2024, an increase of over 15%. Turning now to recent portfolio initiatives, on the 25th of September, PAC announced that it had entered into an agreement to sell a portion of its interest in Victory Park Capital Advisors to CNO Financial Group.

In exchange for selling 18% of PAC's remaining 11.2% equity stake in Victory Park and 5% of PAC's 19.4% of future carried interest entitlements in Victory Park's funds yet to be launched, PAC received upfront consideration of $5.5 million. That is before transaction costs. After completion of the transaction, PAC now holds a 9.2% stake in Victory Park's management company and 18.6% of the carried interest entitlements on new funds. PAC will maintain its current 24.9% of carried interest entitlements for the firm's existing funds and funds currently being raised. As an important part of the transaction, CNO Financial Group will inject over $600 million of funds across the Victory Park platform. PAC also announced on the 4th of November that it had made an early repayment of its senior secure debt facility provided by Washington H. Soul Pattinson.

The facility was initially established at $50 million with an outstanding principal balance of $41 million at the time of repayment. It had a five-year term that began in October 2022. The interest rate was set at the one-month secured overnight financing rate plus 4.8%. An early repayment penalty of $820,000 was incurred. Following this repayment, PAC no longer has any interest-bearing borrowings. Looking ahead, the management of PAC expects to maintain the strong momentum that has been built in the previous two financial years by continuing to focus on executing a clear and disciplined plan to deliver growth in shareholder value. To this end, the focus in this financial year will be to execute the following key initiatives: accelerate growth by leveraging high potential opportunities with existing boutique partners and assessing new investment opportunities to drive scalable growth.

Secondly, unlocking shareholder value by evaluating targeted capital initiatives to enhance returns and optimise capital structures, of course, similar to the on-market currently being executed on-market share buyback. Continuing to control operating costs by maintaining disciplined cost management to support margin stability and capital efficiency. Finally, enhance organisational efficiency by embedding and refining the structural and governance changes introduced in FY24 and FY25 to improve agility and decision-making. Finally, though strong progress was made in FY25, there is still much to do, and we remain relentlessly focused on achieving the best outcome for shareholders. Thanks. Thanks, Justin.

Justin Arter
Chair of the Board, Pacific Current Group Limited

Thank you, Michael. We now come to the formal business of the meeting. The first item of business is the receipt and consideration of the 2025 Annual Report of Pacific Current Group Limited. There is no resolution to be considered by shareholders. The 2025 Annual Report contains the financial report, directors' report, and the independent auditor's report. A copy of the 2025 Annual Report was made available on the company's website, the ASX platform, and was sent to those shareholders who requested a copy. The financial statements have been approved by the directors and audited by EY. I will take the 2025 Annual Report as read. Questions may also be asked of the auditors in relation to the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the company, and the independence of the auditor.

At this time, I would like to take any general questions or comments about the 2025 Annual Report or for the auditor. No questions for management or the auditor received prior to the meeting. Are there any other comments or questions on this item or on management for the business in general? There being no questions, I will now move to the next item of business. That is resolutions. Resolutions one and two are each to be considered as ordinary resolutions and must be approved by a simple majority of the votes cast by shareholders present and entitled to vote on the resolutions. As the first resolution concerns my election as a director, I will hand the chair to Joanne Dawson for this resolution.

Joanne Dawson
Non-Executive Director and Chair of the Audit and Risk and Remuneration, Nomination and Governance Committees, Pacific Current Group Limited

Thanks, Justin. I'll now move to resolution one, being the election of Justin Arter. Justin retires in accordance with the company's constitution and, being eligible, offers himself for election as a Non-Executive Director of Pacific Current Group. Justin Arter joined the board on the 17th of June 2025 as a Non-Executive Director and was appointed as Chair of the Board on the 1st of July 2025. Justin has over 35 years' experience in the funds management, superannuation, and investment banking industries. He has held various senior executive roles, including the CEO of CEBA, with BlackRock as country head for Australia and head of the institutional client business for the U.K., Middle East, and Africa, and as CEO of Victoria Funds Management Corporation. Further information in relation to Justin's background and experience is available in the notice of meeting. The resolution is set out on your screen.

The directors, with Justin abstaining, recommend shareholders vote in favor of the election of Justin Arter as the Director of Pacific Current Group. Are there any questions? As there are no questions, I'll now put resolution one to the meeting. The proxies received in relation to this resolution are shown on the screen. I'll now ask you to vote for, against, or abstain in relation to resolution one. I'll now hand the chair back to Justin. Thank you, Justin.

Justin Arter
Chair of the Board, Pacific Current Group Limited

Thank you very much. The second resolution for the meeting is the adoption of the remuneration report. Resolution two is an advisory resolution that does not bind the directors or the company. The remuneration report was contained within the 2025 Annual Report. It is available on the company's website and was posted to shareholders on request. I will take the remuneration report as read. The resolution is set out on your screen. Further details about the resolution are also contained in the explanatory memorandum, the notice of meeting. Before putting resolution two to the meeting, I would like to advise shareholders that the company will disregard any votes as stated in the voting exclusion statement related to resolution two, as set out in the notice of meeting.

Noting that each director has a personal interest in their own remuneration from the company, as set out in the remuneration report, the directors unanimously reckon the shareholders vote in favor of resolution two. Are there any questions or comments on this resolution? If there's no further discussion, I will now put resolution two to the meeting. Proxies received in relation to this resolution are shown on the screen. Please now complete your voting card for resolution two. Ladies and gentlemen, that concludes the discussion and voting on the resolutions of the meeting. The voting system will close at the end of the meeting. Once voting has been closed, all voting will be final. It can't be changed. Would you please check that you've cast your vote on all resolutions? The returning officer will collect your voting forms as you leave the meeting.

That concludes the business as set out in the notice of meeting. On behalf of the board, I would like to thank you for your support, attendance, and participation today. Polls take some time to count and obtain the final results. As advised earlier, after the votes have been counted, the results of the polls will be released to the ASX as soon as possible. I now declare the meeting closed.

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