Good afternoon, everyone. Welcome, shareholders. It is my pleasure to welcome you to the PolyNovo annual general meeting for the financial year 2025. My name is Leon Hoare, and whilst I've been a Non-Executive Director of PolyNovo for some years, I am privileged to be the Non-Executive Chair of the company very recently. We have a quorum present, so I declare the 2025 annual general meeting of PolyNovo open. I'm delighted to extend a warm welcome to our shareholders joining us today and those online. Please, hopefully, the online forum is working effectively. I'd like to introduce our directors in a fairly small table today. Dr. Robyn Elliott, who was appointed to the position of Acting CEO on 11 March 2025. Welcome, Robyn. Ms. Christine Emmanuel, who also is the Chair of our Remuneration and Nominations Committee. Missing is Mr.
Andrew Lumsden, who unfortunately this morning sustained a back injury and is now off to hospital receiving care. Andy is very apologetic, but in an immense amount of pain. Mr. Rob Douglas, who was appointed to the Board of Directors 14 October 2025, is joining us online. We've had a board meeting this morning. It was terrific to welcome Rob to his first board meeting. He will be a great addition to the board. I'd also like to introduce our Company Secretary and Chief Financial Officer, Jan-Marcel Gielen. I should add too, Ed's sitting here. I wasn't expecting Ed to be sitting here. Edward Graubart, who's our President of our U.S. business. Welcome, Ed. We also have in attendance Ashley Butler, Matt Bennett, Rica Murthy from our auditors, AMY. Welcome. And Bart Overlink from our lawyers, Minter Allenson. Welcome, Bart.
I'd also like to especially welcome Bruce Rathie, our incoming CEO, who's joining us online from the U.S. He's in North Carolina at the moment. We'll speak to him later in the meeting. We published the Chairman and CEO address earlier today. Let me just walk you through that. It's a privilege to present an overview of the company's previous financial year. Despite substantial change and instability across the broader macro environment, PolyNovo is very healthy, with demand for our products continuing to grow strongly. We've achieved record regulatory clearances this financial year, increased our commercial sales by just under 29%, and expanded our commercial footprint to a cumulative total of 46 markets. Several projects aimed at supporting competitiveness and growth have been completed, such as our R&D innovation center. You just had a fly-through of some of that on the video.
Others, including the third and largest manufacturing facility at our Melbourne site, you also saw that on the video, are quickly approaching operational status. Our team, now numbering close to 300, is excited for the next phase of growth as we seek to rapidly commercialize NovoSorb products, cementing our place as the surgeon product partner of choice for complex wound management. Our pipeline of new products is exciting. Additionally, we appreciate the many surgeons who continue to lead us to new applications for NovoSorb technology. A number of opportunities have emerged in the outpatient setting in the U.S., and we are reviewing our approach in this sector. Anticipating pricing reforms in calendar year 2026 are expected to enhance the existing price competitiveness of our products within that CMS space. With Bruce joining the organization, we are well positioned to maximize benefits from this market expansion.
While continuing to invest for growth, our financial and cash position remains strong. We closed the financial year with $33.5 million in cash after repaying debt and making major capital investments. Both those facilities on the video have been new builds. Cash flow from operations is positive, so we expect our cash balance to grow into the financial year. Before I hand over to Dr. Robyn Elliott for her comments, I'd like to take this opportunity to welcome Mr. Robert Douglas to the board of directors. We'll hear from Rob a little bit later during his resolution. Rob brings a great wealth of experience commercializing medical devices to the board, serving in senior leadership positions at ResMed from 2001 to 2023. I look forward to his contributions as we lead PolyNovo through to the next stage of growth. I'd also like to thank Mr.
David Williams for his service to the company. David was Chairman of the Board from 2015 to 2025 and steered the company from literally a startup in its commercial infancy to the successful and profitable business it is today. He has consistently championed NovoSorb technology, supporting both surgeons and their patients, and I'm confident he will continue to champion PolyNovo and NovoSorb technology into the future. Finally, I'd like to acknowledge, Dr. Robyn Elliott for her very effective, for very effectively fulfilling the role of Acting CEO. It's gone a little longer than Robyn was expecting, for the past eight months. I officially welcome Mr. Bruce Rathie, who takes on the role of permanent CEO from December 1 this year. Thank you to the PolyNovo team for their efforts over what has been a remarkable 12 months.
If the results of the first quarter are anything to go by, the growth story continues to deliver. I also thank my colleagues on the board for their continued support and to our shareholders for your endorsement and faith in our vision to redefine complex wound management as a category within the category and to fully leverage the opportunities provided by the NovoSorb technology platform. I will now hand over and introduce our Acting CEO, Robyn Elliott. Thank you, Robyn.
Thanks, Leon. Thank you for all coming today. Keep your those in the room making the effort. We really appreciate having our shareholders available, and we really appreciate the support that we receive. It's been over 10 years since we received FDA clearance for NovoSorb BTM. In that time, the product has really revolutionized the way that we treat complex wounds. Since then, PolyNovo has benefited the lives of over 80,000 patients across many areas of the world. We've grown revenues to over $129 million, achieved market leadership in complex burns in major markets, and generated both profits and positive cash flow from operations. In any words, this is a true Australian success story. Before I reflect on the year that's passed, I really want to take a moment to thank the PolyNovo team. They've been incredibly welcoming to me as I joined the team as an Acting CEO.
I've learned that the team is incredibly passionate, incredibly hardworking, and they truly understand their responsibility to bring the NovoSorb technology into the lives of patients and benefit both the patients and their families. I'm grateful for the support, as together we have refocused the organization on driving superior and sustainable growth through a disciplined, data-driven approach to delivering on our promises. The commitment demonstrated by our team and the significant potential of our amazing NovoSorb technology is what underpins the position of the NovoSorb platform as the dermal regeneration solution of choice today. In the 2025 financial year, we continued our strategy for investing for growth, and I'm very pleased to confirm the results of that market expansion. Group sales increased by just under 29%, with strong performances in the U.S. and in the rest of the world. The U.S.
continues to go from strength to strength, with around 95 experienced members of our direct sales force servicing over 700 customer accounts. 243 of these were acquired in FY25 alone. We continue to hire strategically in the U.S., and as Leon said, Ed is here, our President of the U.S. sales team, and he's done an amazing job of ensuring that we have the right team with the right skills and talents in place, the right strategy to continue to grow into the U.S. and to enable that growth to be sustainable in the future. I'm very grateful for Ed and very grateful for the support that he's provided me in the last eight months. As we mentioned previously, PolyNovo is a profitable organization, net profit after tax increasing by 151%. We have a disciplined approach to capital expenditure.
It's crucial for the ongoing growth of the organization, but we ensure it's fully funded. We do not need to raise capital to either fund further capital expansion or to fund operations. If I could say that sentence again, I will. We do not need to raise capital to fund capital expansion or operations, and our policy for that is not changing. The capital expenditure that we saw in FY2025 will taper off in FY2026 as several of the projects come to completion. As you can see, what we've delivered in Port Melbourne is really world-class. We've done it in a way that's incredibly cost-effective and will bring amazing value to our organization going forward. At the start of the meeting, the video also showed our new state-of-the-art laboratory where our research and development program will continue.
It is a dynamic time for our staff as we upgrade facilities, bring in new equipment, upgrade our processes, all in line with a commitment to be world-class, to be a global medical device organization. Our excitement in the globe, the NovoSorb technology is validated by real-world evidence. We can continue to affirm that NovoSorb Biodegradable Temporising Matrix and MTX are safe, effective, versatile, and importantly, simple for a surgeon to use. By the end of 2025, a cumulative total of 402 articles and abstracts have been published, significantly advancing our understanding of a surgeon-to-surgeon engagement and our ability to provide educational efforts across the world. The clinical evidence related to the NovoSorb technology demonstrates its utility across a whole range of applications.
For those of you that are long-time shareholders, when you look at this, you'll see that of all articles, only approximately 25% today are related to complex burns, the initial clinical focus of our technology. Over 230 articles relate to other diverse and emerging clinical indications, such as chronic wounds in diabetic foot ulcers, cancer interventions, and soft tissue reconstruction. These create a runway for further expansion. For those shareholders that are really interested to understand where our future growth comes from, this pie chart really provides you with that answer. This was the forward look of where our product is going into the future. It validates and is a testament to our strategy to go deeper in hospitals. Our commercial teams work incredibly hard to ensure that we go deeper. As we go deeper, we expand out into these new indications.
Furthermore, the team has grown the market potential in FY2025 due to the new regulatory clearances that we had across four markets in a range of our thicker versions of NovoSorb MTX. This is really important as we look to go forward. The concept of line extensions is incredibly valuable for our organization. They're cost-effective. They deliver value quickly, relatively easy to get up from a regulatory perspective, minimal preclinical, minimal clinical data needed. It's a way of continuing to grow our market in a very, very cost-effective and value-creating manner. If we think about our company, we know that the PolyNovo product saves lives, and that's something that we're, as a team, incredibly proud of. However, our efforts to create positive impact extend beyond just commercial outcomes.
For the shareholders that have been following the company for some time, you'll be aware that we have a long tradition of supporting humanitarian causes. It's an obligation, and it's a privilege to make our product available to those who need it most. We've done that across this financial year, with NovoSorb Biodegradable Temporising Matrix being donated to use in Ukraine, in Israel, and in Gaza, and closer to home in Malaysia, where there was a huge gas pipeline fire which injured 149 people, including three children. We're very proud to have helped. On the back of that, we've also been able to extend our markets into Malaysia, and we've seen some promising sales today. We also understand that we have a very important role in preserving the environment for future generations, and our manufacturing process has a very, very low emitting footprint.
We certainly take all the steps we can to reduce greenhouse gas emissions in our supply chain, and we've designed our new facilities to be specifically environmentally low-impacting, something that's important to us and particularly important to the younger members of our team. If I think about where we're going, we have started the new financial year strongly, and I'm very proud of the team and the work that's gone on to make that happen. Commercial sales have grown by over 33% at the same time last year, both in the rest of the world and in the U.S. Additionally, the demand for NovoSorb MTX continues to grow, given its application across complex wound management. We're seeing sales growth by over 174% year on year. We've worked really hard as a team to position ourselves for its successful 2026. We do have several near-term catalysts for growth.
We are going to go and launch NovoSorb MTX 6 millimeter, I think we call it, for use in deep wounds within this financial year. As we've announced, we're looking to submit our PMA submission for the U.S. for our pivotal clinical trial for on-label claim for full-thickness burns. The PMA approval will bring us the U.S. in line with our other major markets and provides an opportunity to apply for reimbursement in this particular indication. Our new product development pipeline remains a strong focus, looking at both internal and external opportunities. It's been prioritized and being progressed. PolyNovo is driving investment in growth levers, including preclinical studies, economic modeling, reimbursement opportunities, and development of further clinical evidence to enable us to gain more indications.
Additionally, we are looking to progress platform expansion, such as using NovoSorb BTM in cell delivery, as demonstrated by the recently reported beta cell technologies proof of concept clinical study in diabetes. Clearly, within PolyNovo, we're excited by the future, and we hope that our shareholders are also excited by the future. It's one thing to hear it from us, and it's another thing to hear it from surgeons, surgeons that honestly spend their lives caring about their patients. They're not commercially focused. They care about outcomes. Now I'd really like you to hear directly from our surgeons because it's their enthusiasm, it's their belief that energizes us every day.
We were able to get them healed with a fantastic cosmetic result after a skin graft, but also to achieve really nice hand function.
The patient had nearly perfect graft take, and that was the patient that really convinced me that the BTM was for real and really was going to change the way I practice.
PolyNovo has changed my practice for the better, and it's one of the few products that have been introduced in my career that's, I would say, changed my career.
I did have an aha moment. I applied this on a very stubborn venous leg ulcer that I had a very difficult time healing with traditional methods, including skin graft substitutes and other devices. I tried this as a last resort, and I found that the results were excellent. Ever since then, I've been utilizing it much more.
I find that it's far more efficient, easier to use, and has a higher reliability than the comparable biologic products.
You can certainly fenestrate it to stretch it, or you can just have it fit perfectly to an area. It's extremely easy to use. I find it a lot quicker, more efficient, and less finicky than other things I've used.
With BTM, the more I've realized that it really helps me out of difficult clinical situations often. Very, very often, BTM gives me that solution.
I like the durability. It's the idea of a chronic wound. My goal is to get people out of the hospital, and I want something that will help to heal the wound and also reduce pain and require minimum care once they're out of the hospital. I found that the product's very good for that.
She was a sensate patient, and this product actually didn't cause her any pain or discomfort. It actually made it a lot better for her. The ease of that case and the outcome was just so perfect. I was like, there's no way I'm going to go back after having such a positive interaction with that patient and with the product.
I've long had a theory about the NovoSorb technology with the sealing membrane, as in BTM, that if I could not have that sealing membrane on there, that I would be able to skin graft these patients much sooner. That was something that I spoke to the folks at PolyNovo about quite frequently until MTX came to market, and it was this great, hey, look what we have for you now moment.
It makes me feel proud. Just listening, I'm sorry. It does. Earlier this month, it was announced that Bruce Rathie would be the next CEO of PolyNovo, and I'd like to take this opportunity to welcome him into the business. I'm very confident our technology is in very strong hands and that our remarkable growth story will continue, and it will continue on the back of the thoughts and comments that you've heard here today. Thank you, and with that, I'll hand back to Leon.
Thanks, Robyn. I enjoyed the surgeon references. What was interesting, just off topic for a moment, that pie graph that Robyn showed showed lots of different sectors of where our product is used, and that very brief foray into various surgeons showed you those different disciplines: a surgical podiatrist, an orthopod, a plastic and reconstructive surgeon, et cetera. It's very encouraging that it's broadening from its original base. We have now, and I'm excited to say, a brief interlude to have Bruce Rathie join. It's my absolute pleasure to introduce the shareholders present to Mr. Bruce Rathie. I spoke to Bruce earlier, and I said the shareholders would enjoy an opportunity for him to introduce himself and perhaps to outline a few words around what motivated him to join PolyNovo. Bruce, I'm hoping you can give us an overview and a brief introduction. That would be wonderful. Thank you.
Right. Hi, Leon. Nice to meet everyone and great to be joining you from North Carolina. Just a few words that Leon asked me to give, a brief introduction. Just briefly, you might have seen the announcement, but essentially, I'm a Queenslander raised in Queensland, Australia. Although I did move to Melbourne 25 years ago, and our youngest daughter was born in Melbourne, so very excited to be returning to the city after some time. I started my career as a scientist and spent several years working in a lab and enjoyed the time, but now, on reflection, it's been over 30 years that I've been in commercial roles, particularly in the medical space. I've worked in, I like to say I worked in the smallest and a small ASX listed company in biotech. I worked in large medtech companies that are listed on the NASDAQ.
I've worked in sales, marketing, general management with direct businesses, dealers working with dealers. I've worked in countries, regions, global organizations, in medical devices, in chronic therapies, and medical diagnostics. Through that time as well, I've been able to move around to different regions. I've lived in Asia about 10 years, all up, and now in the U.S., and I've been here once before. All of that to say is that I feel I have now the experience to understand or have an understanding of where PolyNovo is now, and I definitely have the vision of where we can take the company in the future, with the amazing team and technology that's in place. I think, Leon, the question is, what is it I'm feeling about joining PolyNovo? I've got to say that I'm incredibly honored and genuinely excited about the opportunity to lead this company into the next chapter.
The two things I would say really have reinforced the decision, and great to hear Robyn go through those topics again. If you think about the foundations of novel innovation, this is a product that makes a meaningful difference in patients' lives. It's supported by clinical evidence and also the support of doctors that are using the products. Also, as Robyn mentioned, a dedicated and talented team across the world. Extremely positive. When I think about the opportunities ahead, clearly the results are heading in the right direction, and that's wonderful. There's still so much more opportunity to grow and to accelerate, whether it's geographic expansion or if it's in the new applications that are backed by the evidence as appropriate. Opportunities to grow there as well. Most exciting, we've got a new manufacturing facility that our job is to try and bring it to capacity as soon as possible.
That's exciting too. Thanks, Leon.
Great, Bruce. Thank you. Maybe just to finish, Bruce, your timing is to relocate to Oz from memory later in November and then be in the office 1st of December.
That's true. I'm glad no one can see the actual background that I have here because I'm now in the midst of packing up. We have a flight booked for the 16th of November, and we can't wait to get back to Australia and start official days December 1st. You know, I'm chomping at the bit to get into it.
Great. Terrific. Thank you. Lovely to meet you on behalf of the shareholders, and we're excited to have you on board as well. Thanks, Bruce.
Thanks.
Okay, we'll move on. Now we've got an opportunity to have questions. Let me just read through this. Online attendees can submit questions at any time. To ask a question, select the Q&A icon and type your question into the text box. Once you've finished typing, please hit the send button. Please note that while you can submit questions from now on, I will not address them until the relevant time of the meeting. Questions may be moderated or amalgamated if we receive multiple questions on one topic. If we run out of time to answer all your questions, we'll answer them in due course via email. To ask a verbal question, please follow the instructions written below the broadcast on your screen. When we have the individual resolutions, there's opportunity there as well. Jan, are there any questions online?
Just a couple of questions.
Sure.
The first question, have you had any discussion with other companies for collaboration on product development?
The question is around collaboration opportunities. The answer is yes, clearly confidential. We are in some interesting discoveries with a number of companies, and a couple in particular have us very interested. We're having a deeper dive into some other technologies. That's one area. The other area that we are probably going to investigate more, rather than already in play, will be collaboration in market. An easy example will be when and if we choose to enter some of the chronic wound non-hospital space, say in the U.S., we'd have a choice of would we do that with a PolyNovo direct enterprise or would we do that with a partner. That's one that will come down the track. The third would be we're always looking at distributor partners depending on geography.
Thanks, Leon. Can we give the audience an update on hernia and the breast product development?
Okay. We've got a long R&D pipeline. We've got a focus at the moment. I might ask Robyn to jump in with anything additional. We've got a real focus at the moment on development of MTX, and we've been very heavily focused on that. We're looking at a lot of proof of concept. We're looking at a number of regulatory-linked R&D and some manufacturing-linked R&D activities as well. Hernia is ongoing. We've revised a lot of prototypes. We are not yet at a point where we are ready with a product, but getting closer. Breast is further down our priority list at the moment. Robyn, anything to add to that?
No, I think that's a good summary. I mean, hernia, we do have quite a nice prototype at the moment. I think that the team are quite happy with it.
Sorry.
Sorry, but we're still doing some additional testing of that. Obviously, then to register that product, we have to go through a range of preclinical testing to ensure that we understand the reabsorption criteria of that product. From a breast perspective, we have some quite interesting opportunities that we're looking at. We have progressed the concepts of that to a point where it's really quite exciting. For both of those, we're progressing both the development side, but we also have to progress the commercialization side. Who will we work with to take these products forward, and who will we work with to help us to commercialize those into these new areas? Something like breast or hernia, it does take time. We have to understand that it takes longer than it does for a line extension. There's a lot of data that needs to be obtained.
The data needs to support that the product is safe and effective going forward. The registration process itself can be quite lengthy. We're working through that as we go forward, and we'll continue to keep the shareholders updated as we look for appropriate commercialization partners.
Thanks, Robyn. I'd add to that too. Some of our earlier prototypes were probably not ideal, and we've moved to further prototyping. Jan, the other question?
A couple of questions on India performance to date and the adult.
For?
Sales.
Robyn shared that, and we shared recently in our update for the first quarter FY2026, a strong performance, just under 29% growth. We are roughly on plan, and our profitability is roughly on plan. We're confident in the course of the calendar year 2026 that we will be solidly profitable and that we will be cash-generating.
All right. Thanks, Leon. That's it for general questions.
Okay. Sorry. Questions from the floor. This gentleman here.
Chair, it says Stephen Main. It's been a good 40 minutes on product and a few issues, but the main issue today obviously is the governance, and there's been a lot going on. My first question is to you. I was going to direct it to you as a member of the Remuneration and Nominations Committee.
Sorry, Stephen, is that microphone on? Sorry, is that working?
Yeah.
Okay.
I was going to direct this to you as a director seeking election as a member of the Remuneration and Nominations Committee, but now you're the Chair. Since the last AGM, the following senior managers have left the company: the CEO, the Head of HR, General Counsel and Company Secretary, the Chief Science and Technology Officer, the Chief Technology Officer, the Quality Assurance Manager, and the VP of Sales, Ace Pacific. On this basis, do you agree with the contention that the committee you're on, which does have in its mandate to motivate and retain senior management, hasn't performed very well? What has happened in the last 12 months with all of these senior executives leaving the company?
Okay. Thank you for the question. It's a challenge. We have been working towards generating very strong sales growth, and we think we've done that fairly effectively. We have a team of 300, so we will have change, and we do. We probably have, I don't know the %, but we have a significant number of staff coming and going in each year. We certainly have had a number of staff in the Australian team leave over the last eight or so months, and we're confident that we will be building a business going forward. We're recruiting for a number of those staff at the moment. In fact, we're just commencing for a number of those, and we've paused on a few of them to allow Bruce to come on board and to be involved in that recruitment process, particularly where we're focused on some of the more senior execs.
Okay. My second question is to Christine. As the Chair of the Remuneration and Nominations Committee, according to the charter, which is on our website, one of the roles of the committee is to, quote, "establish and review processes and criteria for evaluation of the board as a whole, committees of the board, and the individual directors." Over the last year, our former Chair, David Williams, has been accused of bullying the CFO, racially vilifying a senior member of staff during a team dinner. Neither of these allegations have been denied, and David himself gave an interview to the AFR where he said that he, quote, "would not have changed a thing," unquote, about his behavior. David has also overseen an approximate 50% drop in the company's share price since the last AGM.
Based on the criteria that your committee would have set, how did you evaluate the former Chair's performance as the director over the last 12 months?
Okay. All of the matters that were raised to us were taken very seriously. I don't think anyone can argue with the steps that we've taken. They've been quite public. Those matters which concerned some of the interactions between the Chair and management, we engaged counsel to investigate those, et cetera. We then made a decision as to how to progress. Ultimately, David has chosen to step down. We took all the steps we could in order to assess performance through the year. The outcome is here.
I'd add, thanks, Christine. I'd add to that too. We take governance very seriously, and we invested heavily as a board to review and improve, and we took a lot on board as a result.
Okay. Now, Christine has said that David chose to resign. The proxy voting closed 48 hours before the meeting. After the proxies were in, you would have had the formal report from Computer Share showing what the proxies were. David chose to resign. Are you going to disclose how the 19,000 shareholders voted by proxy? Are you going to make that public? Is it correct that the proxy position showed that the Chairman was about to be voted off the board?
I think one way to answer that, Stephen, would be there was a helpful article in the Fin Review yesterday where David was happy to share that he had solid support amongst, as a number of shareholders, a majority of shareholders, but mixed support amongst institutional shareholders. The proxies in that Fin Review article were referenced as two for and two against. On the summary of voting, David chose to resign. Are we making it public? No, we're not.
You've said just now that you're not. The Board, at the end of this meeting, all three of you, plus Mr. Douglas, who's not here, will have an opportunity to reflect on that declaration as to whether that's actually respectful to the thousands of shareholders who took the trouble to vote. I'd cite to you a number of precedents, such as virtually every single contingent resolution that's put up by climate activists and every single conditional spill resolution which isn't put. Standard practice is to disclose the proxy position that your shareholders responding to the document you put out chose to register with Computer Share.
It would be an outrage in light of all that has happened if you allow the narrative to be driven by the former Chair talking to the Finn Review with a, "Oh, on the headcount, I think I was pretty popular, but the in-stows voted against me." The in-stows dominate the vote. If he's lost 70-30 or whatever it is, even though he's got 3%, make the data public. You haven't released the proxy position for all the other resolutions today, which is good practice with the formal addresses. My next question is, could you please do that now on all the resolutions, preferably including the former Chairman's resolution, so we can then have an informed debate about what the materiality of the protest votes are? Is there a risk of other directors being voted off? Has there been a REM strike?
Don't leave us debating in the dark at this AGM about the votes of the proxy advisors because we all know that 99% of all votes at AGM are done by proxy beforehand, and the AGM is really just an election outcome announcement event. If you don't announce the proxies, we're debating in the dark. It'd be like Anthony Green having a political election analysis panel two hours before the polling is closed in the election. Give us the data, and then let's have a discussion about what it all means.
The proxy results will be put up just before voting begins, but not on the withdrawn resolution.
I'm up now. All resolutions work.
I appreciate the feedback. As Jan was just saying, Jan, repeat.
It'll be up on the screen and online as voting reopens shortly. When we get to that point, it's probably two or three slides in.
Okay. I've got a couple more, but I'll give someone else a go.
Do you really have to take over the meeting? You're a team.
Sure.
Are you owning shares in the company yourself?
Okay. Thank you. Sorry, this gentleman in the front.
I've been a really long-time shareholder.
What was your name, sir?
Mark Hopkins.
Thanks, Mark.
This is addressed again to Christine about commemoration. I've been incredibly concerned at the departure of all the senior executives. It's a bit disappointing to see you guys just brush it off as a bit of a turnover when typically in a growth. It's typical in a growth company to be really concerned about your executive team. To have just brushed it off as a number of execs disappearing as if it wasn't very meaningful is a bit disappointing. Second question is, in terms of the key management personnel, of which there are basically none left, one of the questions is why wouldn't Ed, as President of the US, who's driven half the sales of the company, not actually be a KPM? You as a Remuneration Committee, I would have thought that's an incredibly bad oversight.
Okay. I can take the turnover element. It is not meant to be a glib reference to turnover. Executives choose to come or go, and clearly in review, choose to come or go, where active.
Excuse me, Leon, but that would indicate that your remuneration package is inadequate.
That would.
Both ways.
You're right.
Remuneration is great, but the environment created by David Williams is really toxic, or your remuneration is inadequate, which means.
There are.
You guys on the committee are not actually talking your way.
Okay.
Which one is it?
Do you want to stop, and we'll give that answer? People don't come or go just for remuneration. There are lots of other circumstances that they may or may not choose to. I'm not going to drill into individuals, of course. We provide a very competitive remuneration position, but you're always going to have staff come and go. There is always that element. In terms of.
Not an entire executive team.
It's not the entire executive team.
Not very much.
We've got many of the executives that are ongoing and becoming longer term. We are recruiting. As I mentioned, we've had a little bit of a gap as we've waited for Bruce to join us so he could be involved in a lot of that recruitment. We are very comfortable with where we are with both our executive team. We'd like to have a few of those positions filled. We're in that process at the moment.
In the 2024 report, you had 11 people in your Senior Management team on the 2024 report.
Yep.
The 2025 report was glaring in absolutely nothing there, apart from Swami Raote and Yaman. It seems a little bit of a smoke and mirrors.
If we were.
To put that in.
I'm not debating numbers with you. We've certainly got quite a few of the executives in place. We've lost a couple. Absolutely, but we've replaced. You mentioned, someone mentioned earlier on, HR replaced, manufacturing ongoing, quality replaced. With all of those, I could reel off, but I don't want to bore shareholders with positions. I appreciate your questions.
Second question is, why isn't Ed, for example, on?
On KMP?
Yeah.
On KMP, we make a decision within REM report as to who will identify. It's a long list that you could. We try and make that a manageable list. I appreciate the feedback because that's something we can take on board as well. Thank you. This gentleman behind you.
Thank you, Chairman. My name's Gilbert Throde. I'm a volunteer from the Australian Shareholders Association.
Hi, Gilbert.
Today, I'm substituting for Christine Emmanuel as being the proxy holder. Firstly, I wanted to actually congratulate the board for an appointment of a new CEO. I'm sure Dr. Robyn Elliott was doing a really good job. I actually contacted the Chairman and suggested with her qualifications, why would we need to look for another one? A couple of other points. We as shareholders appreciate the efforts of trying to get us shareholders to cast their vote for the elections. I have one question about resolution 3. The other two questions are concerning the annual report. Would you please consider putting the location of each of the directors in the annual report? We had some difficulty in finding the board's matrix. Could you please explain where it's located? Thank you.
Thank you for the questions. Resolution three, locations, we can take that on board. Do you mean geographic locations? Yes, sure. Thank you. Sorry, and you're off the question?
The matrix.
Matrix. Sorry, Christine, you go.
Yeah, that was a slight oversight, and that is now published. You should be able to find it now.
On the website.
On the website, yeah.
That's my apologies for that. It was published very recently, I think yesterday, because we had made an oversight on that. We've actually updated it to reflect David's exit and the change in the board structure to include Rob Douglas as well. Thank you for the question. Gentleman in the middle.
Mr. Chairman, thank you for taking my question. My name is Malcolm Tewell. I'm probably the dumbest person in the room, but I'm trying to understand why the market's changed totally whilst the story looks pretty good. Is it just the start of turmoil? Is it David leaving? What's your take on why the market share price has come down dramatically after the fund that you've had at the board?
Yeah. Good question, Malcolm. I don't know the answer to that. I'd love to give you some sort of comprehensive answer. What I can say, and you already recognize, is the financial fundamentals are strong. Our growth globally, U.S., and the rest of the world in the first quarter was about 33%. Last year was about 29%. We're solid. We're profitable. We're growing well. We're investing heavily. We're reinvesting a lot of that because clearly we don't drop lots to profit. We're reinvesting, building a new R&D facility, building a new factory, building new capacity, building R&D pipeline, investing in a lot more people. I can't recall the number of people we've added last year, but it's about 30 or 40, so thereabouts. I would argue share price should follow. It's a speculative answer to give you that.
I think if we continue to deliver strong fundamentals, I think share price should follow. I would be the first to agree that it depends on how you look at performance. In recent times, it's been negative, I agree. I don't have a magic answer for it. I'll give you my best answer, but not a perfect answer.
I think I'll just add one thing to that just to clarify. The reason that we can be successful, we've been successful for the last certainly eight months that I've been in the company. We've continued to grow. We haven't dropped the ball at all. In fact, we've continued to increase that growth, and that's what you're seeing going forward. We've finished the manufacturing facilities, the R&D facilities. Everything is on track as it should be. That does not happen unless your staff are working well together. The concept that the staff's in turmoil or we don't have the right staff in the right place or there's issues, I'm sorry, the data doesn't support that. We want to be a data-driven company. It doesn't support it.
Thank you. There's a question. Oh, sorry, up the front.
Hi. Is this on?
Yep.
Yes, it is.
Yeah. Introduce yourself, please, sir. Sorry, introduce yourself.
I'm Dave Robinson. My super fund is a shareholder. That's my David. It has been for a long time. I won't insult your pie. Why is the market irrational? Why isn't performance connected to the share price? Could you give some insight into market events? For instance, on the 19th of September, the volume of trades was $30 million, whereas normally for the day, it's normally about $2.5 million. Shortly after that, we had an announcement that JPMorgan Chase had upstates and sold the shareholders' shares. Can you give us any retrospective insights as to what prompted that trading and why did JPMorgan Chase decide to pull the plug?
I would be speculating to give you answers, in honesty. I think that it's always challenging to know how funds are moving, interpreting results, making a sector or allocation decisions. I'll come back to my earlier answer, which is our financial fundamentals are strong. What the funds do is purely for them to speculate upon. I'd be speculating in a response, so I don't have a better response other than Robyn, myself, Bruce, soon to come, the team, Ed in particular, have a very strong commitment to building, investing, growing, and we're doing all three. I would hope that that's attractive to the funds, and they'll work that out. Thank you. Don't have a better answer. Yeah. Someone? A gentleman down the back. Thank you.
Hi. My name's Andrew Walton. I'm the shareholder.
Andrew.
I want to pick up on what the last half now has been talking about, but give it a little bit more of a positive view. Clearly, the company itself is doing really well. All the numbers are looking great. I'd pick up on what Robyn's talked about in terms of each of the different fundamentals of growing. The customer base who are using the product are obviously behind it. That's great. The share market, as we know, is totally tanked. There is a complete disassociation there. My question would be, the whole that comes to me is it's all about people, and it's all about the people in the business. My questions would be, does Bruce come in as the CEO with eyes wide open and aware of what he's got to deal with?
Secondly, beyond the broader words of the board in terms of what support they're going to give, how are they actually going to really get into supporting the CEO and taking what is a really good company and making it great?
Yeah, good questions. Thank you. Bruce is very much eyes wide open. He's online, so I'm sure he's reflecting well on that at the moment. We've had multiple layers of review, discussion, and dialogue, and we've been very transparent with Bruce right through the journey. You know there's some challenges, and there's lots and lots of opportunity and lots of already really good shape. We've shared a lot of that today. We are a very strong, successful growth story. We're a great Australian investment story. We're a great taking Australian technology to the world story. We have our challenges, and we always will. You know we're at the moment thinking about how do we scale, how do we expand. Has Bruce got insights into those? Certainly through all the dialogue we've had with him so far, absolutely. He's very excited by the prospect. Support.
We were having that conversation today in a board meeting. Robyn's building a runway for Bruce so that when he comes in, and Bruce has already verbalized that he's keen to kick off even before his start date, to his great credit. There'll be long handover. There'll be detailed review. Robyn's set up a lot of activity that's already in place for Bruce to inherit. We've also left a lot of opportunity, which is for Bruce to be able to enable, put his stamp on it. I mentioned that a little earlier with a couple of the executive roles. We want Bruce to be fully bought into the selections that he can be involved in more so than inherit. We're excited by Bruce joining. I don't want to overplay that either. The preparation that will be set up for Bruce will be strong. Thank you for the question.
Yes, sir, in the middle.
Hi, Andrew Mennerlau. Retail investor. Maybe a question for Ed about impacts of PMA approval on revenues following the BARDA trial, and maybe a comment about the outpatient opportunity with the changes or potential changes in the U.S.
I know, right. Did you want to speak to the outpatient?
Let's do PMA first.
Yeah. Sorry.
Just from a PMA perspective, you know the benefit of getting PMA approval is a number. We've been working with our partner, BARDA, who has helped fund the clinical trial we're doing. The reason that they've done that is they want this product available to them in case there is an emergency situation in the U.S. where they have to be able to use BTM to help U.S. citizens. They will look at some point to look at stockpiling our product, but it needs to have FDA approval for them to do that. The reason that they're supporting that is to get that FDA approval for the product, and then we can discuss with BARDA what that stockpiling opportunity might look like.
Additionally, from Ed's perspective, and he can talk to this, once we get that indication for deep dermal burns, it's a lot easier for Ed and his sales team in that they can go out and actively promote that indication. At the moment, they're not able to actively promote that indication. It takes off the shackles a little bit. They've been amazingly successful, and thank you to the team and the skills, and particularly for Ed in oversighting that situation he has where he doesn't have registration in that deep dermal burn. It will certainly allow him to promote more broadly, and that will help from an increasing our market share perspective. Thirdly, of course, is the opportunity for reimbursement. Again, that just encourages the surgeons. It gives them a further opportunity to use our product, which is already quite cost-effective, but it provides that for them.
From a CMS perspective, as I said.
I'll put that up if you want.
Yeah.
Yeah.
Leon, can you take that?
From a CMS perspective, that's probably, I would say, discovery. I don't know that the industry really is clear. I don't think the U.S. federal government is clear yet on what the new rules will be from next year. We're not in that space today in the sense of that community-type application in things like diabetic foot ulcers and the like. We're very focused on inpatient surgical application. Much of the dialogue going on in the change of reimbursement and the products and the wound types are not where we operate today, literally and figuratively. We are very engaged and very interested, and we will be reviewing how to enter that space. We're watching it and trying to better understand it. We probably will be resourcing into that space as well. We've got product development that we will align to that space.
That's an exciting space because it's a very large volume of patients who have long-term chronic wounds in the main. The traditional system in the U.S. has been multiple visits, multiple applications of products, and our product isn't that. We need to go, how do we marry together and how do we exploit that opportunity? It's a very exciting opportunity. We're deep in review and examining the market space.
I think the thing that excites me about it, Leon, is the fact that when I talk to surgeons, they are absolutely excited about the ability, particularly of MTX, to be successful in this chronic wound area. They really see the benefit of our product, and they've seen some amazing results in terms of wound closure. I think the product is going to be excellent in the area. We just need now to make sure that we've got the right clinical data and the right commercialization strategy to support that.
That was my follow-up question on the clinical data.
Sorry, if you'd like, Ed can just add a little bit.
Yeah. I didn't want to completely avoid your question. I wasn't just pushing it off, but I knew there were some other comments to be made on this. Right now, best indication is that we lead the dermal substitute market in the burn space. That is, as Robyn said, unmarketed. We do not have an FDA indication for burn. The surgeons have really led the way in that space. We control, you know, because of the way reimbursement works under the DRG, meaning inpatient, they just get one fee for the entire surgery, not bit by bit and what they use and don't use. We believe that when we get the breakthrough designation, number one, we'll have level one evidence, which is, you know, the top. When you look at the scale of the evidence that we have, it'll be level one evidence, and only one other company has it.
That'll be absolutely fantastic for us to leverage off of. The second part is because we have FDA breakthrough designation for the burn product, we'll be able to apply for an NTAP, which is a new technology add-on payment, which will be paid on top of the DRG. They can not only use the product, but they can get reimbursed extra because they used our product under the DRG. I believe what that does is it allows us to treat a greater number of patients. If somebody were, as an example, using us for only 30% TBSA and above because it was not cost-effective for them to use it under, I believe there's an opportunity for us to stretch down into lower percentage TBSAs where more cases are.
As far as, you know, from a revenue standpoint, I think that's an opportunity that we will have, that the surgeons will have then to offer more options for those patients with smaller TBSAs. Certainly, there's a competitive advantage there just again with having that level one evidence that we're able to then actively promote for burn, which is something we've never been able to do, and actively defend against what others might be saying about us, which we have not been allowed to do in the U.S. since I've been here. I hope that helps.
Thanks, Ed. I love the passion. I'm glad that was the brave version. I was inviting Ed to be really very, very informative, very, very good. TBSA, total burn surface area, if people are worried about the acronyms. Any other questions? I'm conscious of time now, so I'm just wanting to move on to the online questions as well. Let's do take two more. Thank you.
Yeah, just briefly. You mentioned in the slide that material had been donated into Malaysia, Israel, Gaza, and so I'm thinking of Gaza. It must be some of the most challenging conditions.
Have we had feedback as to how effective or not the product is being used with challenging circumstances, inexperienced staff, the most trying conditions?
No, good question. It's a lovely thing to be, it's a very sad thing to be part of, but it's a lovely thing to be able to provide product philanthropically through to some of the aid organizations and, in some cases, directly into the teams. I'm a bit tempted to ask one of our clinical experts in the audience here, Dr. Marcus Wagstaff, who gets involved with, maybe pass the microphone to Marcus please, who gets involved with training some of the surgeons that are involved in some of these areas of conflict as to how that's impacted and then what is any legacy, if anything, from those surgeons' exposure. Marcus, without notice, if you could please.
It's quite all right. OK, thank you. It's important to say that in any area of conflict or any area in the austere environment, the data collection is really poor. We've tried, and that's not the priority at the time. To get good quantitative data from a, as I say, a conflict arena is very difficult. What I did a year ago was to actually go and approach the surgeons and ask them for qualitative comments and whether they felt it was useful in the scenario and so on. Overwhelmingly, the comments were good. I've talked to a lot of surgeons through using BTM, in particular in burns and traumatic wounds. I've seen the experiences that they've had, both in particular in Gaza, Ukraine, and after the Pipeline Fire in Malaysia.
In particular, in some of the most austere environments, particularly Rafah Hospital in Gaza, it's a very difficult place to work. The use of BTM to reconstruct the crushed feet, for example, of children, where cement blocks are falling on feet to preserve limb. In Ukraine, it's certainly been preserving life. I've seen some very, I can't show you the photographs. That would be inappropriate. I've seen some very moving stories. Yes, the feedback has been positive.
Thank you, Marcus. Let's just take one more, and then we're going to finish, please, because otherwise, we'll be here all afternoon. I'd love to, but I'm conscious of everyone's time commitments as well.
Thanks.
Yeah, Q&A online.
Beg your pardon? I'm going to go to online at the moment. We haven't.
No reason for that.
Thank you, Stephen. We've got opportunity to have Q&A amongst the resolutions as well. Thank you.
My name's Barry Telford.
Yes, Barry.
I would just hope that the role David Williams has played in getting the company to where it is now is not going to be forgotten. What I've seen over the years, and one of the things I look back on is a few years ago when biotechs were getting smashed, he was putting his money in. If anybody can show me where a director supported a company more than he did at the time, I would like to have it pointed out to me. Irrespective of how hard it's gone on, I really would be disappointed if everything he's done has been forgotten. I hope that's not going to be the case.
No, thank you. Truly not. 11 years with the company, joined the company when it was a shell with product looking to find a way to market, commercialized, restructured. I think, don't quote me on this, but took the share price from $0.07. A very strong driver of all of that development. Very, very strong legacy. Thank you for the question. OK. Jan, questions online?
No, there's resolution.
Sorry?
That one.
OK, all right.
I hear the resolution.
OK. Stephen?
No, there's no resolution online.
The question remaining for the resolution is to come. General Q&A, there's nothing left online or it's been on the air.
Thanks, Chair. I agree with the David Williams contribution. It has been substantial in getting the company growing and performing very well. There were press reports that Lindsey Maxsted was involved in the company during the year. He was going to be the next Chair. He did a board review, et cetera. Obviously, he's a big hitter. He was the Chair of Transurban, Chair of Westpac, Director of BHP. What role was he engaged? Was it paid? Was it voluntary? What did he say? I haven't seen anything from the company explaining what this heavy hitter was. If he did become the next Chair, that would be great. What was his role?
Got it. He was one of a number of people that we engaged to review, give advice, provide comment. We took that on board. His counsel was terrific. He was part of a process to improve our ways of working and our governance. Thanks, Stephen.
Just a final one on general business. Yana Ibasian, the Margin Call columnist in The Australian, has been booed over a number of months against us, revealing a whole bunch of things that investors weren't receiving through the ASX Analysis Platform or from the company. Obviously, it looked like, from my reading of it, that former disgruntled management were leaking him things. There was an enormous amount of damaging disclosures. Could you just give us an overview as to whether there was anything that was reported which you would contest at this meeting to sort of correct the record? Should shareholders read those articles and believe them to be factually correct? I haven't seen any sort of denunciation or facts.
Got it.
Is there anything you'd like to correct on the record about that extensive reporting by Yana Ibasian in The Australian?
It's one-way commentary, to your point. I'll give you what might sound like a pat line. We take governance extremely seriously. We work very effectively as a board. We, on behalf of the company and its shareholders, run with a great deal of diligence and commitment to making this a better company. Commentators can commentate. We're very comfortable with the direction of the company. Thank you. Is there anything more? One more, and then we'll move on. Otherwise, we will not get to voting.
I'd follow up on Stephen's question.
Yep.
Both myself and my wife sent an email earlier on the year asking, given the evidence from the papers about David's behavior, that he be removed from the board. In reply to those emails, Christine and Robyn had a telecon with my wife and assured her that David was a really good bloke, maybe a little bit old-fashioned, but nothing else. The big question is, the two ladies and yourself, Leon.
Yeah, sure.
If David's behavior was not appropriate, then technically, you are all three complicit because you were happy for his behavior to continue.
Thank you.
It's a significant, and obviously, the share price, I would suggest humbly, possibly reflects a perception of bad governance. The last question is, given that you three are part of that potential approach to less than adequate governance, what's to say that you will not continue in that vein?
OK. The comments around David's behavior are speculative, that without doubt, and he was, I mentioned earlier in the FIN review article, chose to resign. Arguably, the institutional voting would be such that they were swayed by advice. In terms of, and I'm pleased that Robyn and Christine responded to your wife, we've been very comfortable that our level of governance, level of operation has been professional. We all take governance and our way of working very seriously. We've had a change of Chair. I recognize that. We've added Rob Douglas into the board. We're delighted to have him on board. We're actively recruiting for a new, possibly two new directors, part of the reason for one of the resolutions. We're looking forward to driving the company to growth. Thank you. OK. Questions online, Jan?
Not general questions.
OK. I'm going to move on. Notice of meeting. The notice of meeting was dispatched to shareholders in compliance with the company's Constitution and the Corporations Act and is also available from our ASX announcement. I take notice of meeting as read. Today's meeting is being held online via the computer shared meeting platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Voting today will be conducted by way of a poll of all items of business. I'll shortly open voting for all resolutions. If you're eligible to vote, once voting opens, press the voting icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options.
There's no need to hit a submit or an enter button, as the vote is automatically recorded. You will receive a vote confirming notification on your screen. I now declare voting open on all items of business. I appoint Angela Lapis of Computer Share Investor Services as the returning officer. Results will be compiled and released to the ASX after the conclusion of the meeting. You can change your vote up until the time I declare voting closed. We are then on to financial statements and reports. Item one of the notice of meeting is to receive and consider the annual financial statements for the 12 months ended June 2025 for the company and its controlled entities, together with the reports of directors and auditors. Are there any questions with respect to the financial report of the company's auditors from the audience here today? Yep, Stephen.
Just a question for the signing auditor, Ashley Butler from EY. Ashley, did your audit in any way get affected or influenced by the media coverage in The Australian, which was extensive on a range of issues? As the auditor, was there any, I read in the paper, therefore, I would like to look into this. Or was it just, had absolutely no influence on the audit process whatsoever?
Thanks for the question, Stephen. It'd probably be no surprise to you that media speculation and commentary doesn't really drive an audit approach. Audit approach is in accordance with auditing standards, Corporations Act, and accounting standards. The conduct of the audit's obviously explained in the audit opinion, and media commentary would have no impact.
Thanks, Ash. Yan, any questions online?
Not on the financial statements.
OK. If there are no questions or further discussion on this matter, I'll consider the financial report and directors and auditors' reports achieved and adopted. If you've already voted on the resolutions prior to the AGM and do not wish to change your vote, no action is required from you today. However, if you have already voted and want to change your vote, voting on the resolutions is currently open, and you can vote at any time until I declare the voting closed. The results will not be updated on the screen, but will be released, as I mentioned earlier, at the conclusion of the meeting and released to the ASX. Please note that only shareholders, proxy voters, and authorized shareholder representatives may vote. Any directed proxies given to you by a shareholder will automatically be cast as directed when the poll is closed.
The voting tab is available with the navigation bar. Press the vote icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. As I mentioned earlier, there's no need to hit a submit or enter button, as the vote is automatically recorded. You will receive a vote confirmation on your screen. You do, however, have the ability to change your vote up until the time that I declare the voting closed. When voting's closed, your voting selection will be recorded. For the people attending in the room, please mark the back of your voting cards as you see fit. Once the poll is declared closed, Computer Share staff will collect these from you. If you have any queries, call Computer Share hotline. They are our proxy voting results, as you can see.
I now move to the consideration of the formal resolutions set out in the notice of meeting. As required under the Corporations Act, all voting on the resolutions will be by way of a poll. As stated in the notice of meeting, I intend to vote any undirected proxy votes given to the Chair in favor of all resolutions. We will now move to consider the first resolution. I'm going to hand over to Christine because it's me.
The first resolution is on the reelection of Leon Hoare. Mr. Leon Hoare retires by rotation and, being eligible, offers himself for reelection. I put the following resolution to the meeting: to consider and, if thought fit, to pass with or without modification the following resolution that, pursuant to and in accordance with Listing Rule 14.4, Clause 64 of the Constitution, and for all other purposes, Leon Hoare, Director, retires and, being eligible, is reelected as a director on the terms and conditions in the explanatory notes. I'd like to invite Leon to say a few words about himself and his experience so far on the board.
OK. Probably talked enough, but let me give you, and some of you will know this from my bio or the background in the annual report. Very briefly, I've led commercial operations across multiple life science sectors, both in medical devices and pharmaceuticals. I serve at the moment as MD of a privately owned European medical devices company, L&R. Although, to note, I will be finishing that role at the end of the year. I announced this at the middle of this year. I've previously held senior leadership roles with Smith & Nephew and Bristol-Myers Squibb. My experience has spanned all facets of commercial leadership across general management, across regional leadership, including serving as President of Smith & Nephew's Asia Pacific business and on Smith & Nephew's Advanced Wound Management global executive, and as Vice Chair of the Medical Technology Association of Australia.
In particular, I understand the sectors PolyNovo operates in. I'm focused on supporting and driving the product and sales growth momentum. As a director of PolyNovo and a member of both the Remuneration and the Audit and Risk Committee, and now as Chair, I work closely with both the board and the management team to support our strategic direction, our performance, and our governance. I believe the board and the management team have set a clear direction for the business. I'm focused on PolyNovo, supporting PolyNovo to deliver for patients, for partners, and importantly, in this forum, for shareholders. Thank you.
Thanks, Leon. Are there any questions from the audience here today? Jan, do you have any online questions for Leon?
I have two online, and then we can go to the audience.
Yeah.
Leon, so you've been a director since 2016. How will you be approaching your role as Chair, and how will you be potentially different in style and approach to David Williams? Who will replace you? Who will replace the David Williams director position?
OK.
Good question.
Sure, sorry. You probably tell from today that if David Williams was driving this meeting, that would be a little more colorful. I've worked in the industry for a long time. I've seen lots, done lots, led a lot of very successful businesses, led a lot of small and large, led a lot of geographies, led a lot of market leadership business mix. I like to think I'm involved and understand. I like to think I'm supportive and driven. I like to think that I can provide guidance and support, and I value governance in that journey. It will be different, but hopefully, it's ultimately rewarding for shareholders. I take very effectively and essentially important for our staff, important for our clinicians, and important for our patients as well. Who will replace David? We're currently actively recruiting for non-exec directors. We actually just addressed that today again.
We're changing that mix. As Christine Emmanuel mentioned earlier, we've shared the board skills matrix. We're very conscious of what does that look like, and where do we have areas that we could add more skill, and we're reviewing that at the moment. We will be actively thinking of, you know, as an example, medical and clinical and legal are all areas that we're interested in. Some of those areas we will fill out as we add a replacement for David as a Non-Executive Director. Other questions, John?
Just a question on your view on providing quarterly results and outlook.
In ASX guidelines, we'll be providing half yearlys. We are taking that on board, and we're actively having a think about how to provide regular performance updates and whether that then constitutes formal guidance. We certainly have a lot of dialogue with analysts and fund holders to give them insights into what we see the world as being. We're actively looking at the 12 months ahead, and we're actually looking at many years ahead, but the 12 months ahead and trying to make sure we right-size our business for the challenges and opportunities that arise. To come back to the question, we're a half yearly reporting company at the moment.
Great. Thanks, Leon. No further questions online?
OK. Christine, we have a question. Sorry, Stephen. Apologies.
Yes, first one, Chair. What's happened to your pay overnight?
I'm unsure, but I'm assuming eventually it will increase slightly.
All right. You're not automatically stepping into David's fee? That hasn't been determined yet?
I haven't had that conversation yet.
Right. OK. As of today, you're still being paid as a director, not as a normal higher pay as a Chair?
I expect that will happen.
Right. OK.
Yeah.
All right. Thanks for disclosing the proxies. 20% of the director proxies against you turn out overall just below 50% of the total shares on issue. Did one of the three big proxy advisors, ISS, Ownership Matters, or Glass Lewis, recommend against you? If so, what were their grounds?
No.
That's an organic protest vote by the shareholders, not taken under advice by any external advisors.
Yeah.
Have you had any communications from people articulating why they voted against you in material numbers?
Not that I'm aware of. No.
OK. Now, with this brief you've given to the headhunters, is the brief looking for directors or including possibly a new Chair? Is yesterday's decision for keeps?
Correct.
You're the long-term Chair?
Yes.
Is that right? Had you had a previous discussion with the former Chair about succeeding him at some point?
We have regularly had conversations around board structure.
Were you the Chair heir apparent to the Chair when David was going to go? David was 72, 73. Was that an understanding within the Board that you were going to step up at some point?
We were having conversations, and they are confidential. We are having conversations regularly around board structure.
All right. OK. Just a final point is, I counsel you to actually reflect on that position. I'd like you to undertake to put yourself up for a nomination next year as well, as an act of good faith in such a fluid situation. Quite a few boards, Treasury of the United States, BHP, do the annual elections of directors. It would be good for you to do that. Personally, I think we need a new Chair, not in any way associated with all that has gone on of late, if only to assist with reaching out to many of those who have left and trying to encourage them to come back. If there's a perception that the board is still controlled by people sympathetic to David Williams, then I think that will inhibit that approach.
Is this a question, Stephen, or is it a statement?
It's a question.
Sorry, I'm losing the thread.
Will you broaden the search and be open to the idea of bringing in a new clean-skinned Chair of the company if that is what institutional investors, if that's sort of feedback you get, if that's in the best interests of the company to try and reach out to some of the people who've left to get them to come back?
So Stephen.
Because I think that would be a problem with you being the long-term Chair, given your long-term relationship with David Williams.
Got it. It's a statement, really, but I understand your question.
Yeah.
Could I just.
Sure, Christine.
Yeah, there has been no reaching out to us by institutional shareholders saying that they need a clean-skinned director as Chair. We are, all of us, quite unanimous in our agreement that Leon has the requisite experience and is independent completely of the issues that you are expressing. He has every confidence of us in his leading as Chair.
20% against both gives you no audio to consult with the people who voted against you.
Thank you. I mean, we will always be talking to shareholders, to fund holders. Christine, thank you. Appreciate it. Sorry. Go for it.
This is going to be a bit of a statement. This is other people. I've been attending your AGMs for quite a while, man.
Excuse me, sir. There's a microphone coming to you. Thank you.
I've always been impressed personally with your integrity and how you've conducted yourself on the board, how you stood in when David was up for reelection and chaired the meeting. I have every confidence in you, and I just would like to express that.
Thank you, sir. Thank you. Christine, sorry, I think you're finishing voting.
Yes, we're done.
We're done?
Voting, yep.
Do we? Yeah?
No more questions online.
Yeah, can we move on?
Yeah, we move on. Quite a bit of run through.
OK. Apologies.
No, you're all right.
Resolution 1B, reelection of David Williams as announced to the market yesterday. Resolution 1B relating to the reelection of the former Chair David Williams has been withdrawn and will not be put to the meeting. Resolution 2, approval of the remuneration report. The Corporations Act requires a remuneration report to be included in the annual report. Shareholders will be asked to vote to approve this report. Please note that this vote is not binding on the company, but the result will be taken into account by the Remuneration Committee when reviewing director and executive packages. A voting exclusion statement applies to the resolution as outlined in the notice of annual general meeting. However, the directors recommend that shareholders vote in favor of this resolution.
I put the following resolution to the meeting to consider and, if thought fit, to pass with or without modification the following resolution: that the remuneration report as contained in the directors' report for the year ending 30 June 2025 is adopted. Are there any questions? Any online, Jan? Thank you. Voting is open and will remain open during the discussions on the resolutions. Resolution 3, non-executive directors' fees. Resolution 3 deals with the aggregate maximum of remuneration that may be paid to the directors of the company. I put the following resolution to the meeting to consider and, if thought fit, to pass with or without modification the following resolution: to increase the aggregate maximum of remuneration that may be paid to directors of the company as a whole, other than executive directors, be increased by $150,000 per annum from $850,000 per annum to $1 million per annum.
As I mentioned earlier, part of that is to accommodate additional directors. Are there any questions from the audience today? Yep, down the front.
What about the existing directors? Is there going to be an increase in their salary if the insurance prices decrease significantly?
Yep. That's not a discussion we've had at the Remuneration Committee, and it's not an active discussion.
No. Most of the comparisons with companies our size show that we are less than the median.
Other questions? Yes, sir?
Sorry, I haven't read the remuneration report, but is there some linkage between the share price? Is the KPI, do you want it to get to $3? Is there some kind of target there, or is it purely focused on the excellent work you're doing and getting profitability and being able to invest in the business without going for a loan and all that sort of stuff? Is there any link to the share price? Could you describe it in summary?
Sure, sure. I guess the simplest way to answer that is they're sort of twofold. The executive leadership have short and longer-term targets and measurements and rewards, and they're all based on performance. We have got a mechanism that we're going to add over time around long-term incentives that will have some metrics involved, and some of those will be share price. We've also had in CEO long-term incentives, share price linkage. In the non-executive directors, we don't. We also don't have short-term incentives in any of their world either. They are not incentivized by share price. They are clearly incentivized by share price as shareholders, but not as a short-term incentive. Any other questions? Stephen?
This is the largest protest of the day, excluding David. Did any of the proxy advisors recommend against?
I would have to check that. I don't think so.
No, they didn't.
No, no.
Sorry, thank you.
All right. OK. I have voted in favor of this. I think the comment is correct that for our size, asking to go to $1 million is fine. I personally would like to see you add maybe three directors. The extra headroom to have that as an option, I think, is good. Just a final disclosure question. We've got 19,000 shareholders. Less than 3% will have voted today because retail participation has crashed to record lows post-COVID. 48% of the stock has been voted, but I'm saying only 2% or 3% of the 19,000 will have voted. One way to address this, and also to respect the sentiment of retail shareholders, is to disclose the headcount data in the poll. Computershare does that at their own AGM. The ASX now does that. A range of companies do it. We'll see that there were 560 shareholders in favor and 420 against.
Yeah.
Could you do that when you release the poll results today? Please reinstate the proxy figures for David Williams because you won't be filing with the ASX the full Computershare proxy report. You're proposing to delete some of our data. It's our data. We voted. Please let us know how we voted.
Yeah, the.
Don't delete it.
Thanks, Stephen.
It goes to the ASX.
Thanks, Stephen. I appreciate the comments around REM report and, sorry, REM recommendation. I'm taking those on board. Thank you. OK. I'm going to move forward. Resolution 1C, I hope this is right, election of Mr. Robert Douglas. Mr. Robert Douglas, being eligible, offers himself for election. I put the following resolution to the meeting to consider and, if thought fit, to pass with or without modification the following resolution that, pursuant to and in accordance with Listing Rule 14.4, Clause 63 of the Constitution and for all other purposes, Robert Douglas, director appointed to the board of directors on 14 October 2025, is elected as a director on the terms and conditions in the explanatory notes. Rob's online, so I look forward to inviting Rob to say a few words. We got him on camera? We do? OK. Rob, over to you.
Yes, thanks, Leon. I've been on the meeting the whole way through, but not on the video. Yes, my name's Rob Douglas. I'm actually privileged to be speaking to you today. A little bit of background. I'm actually born in the west of Australia and grew up and spent most of my working life in Sydney until 2012 when I moved with my family and young teenagers to San Diego. The teenager bits are a very tough thing to do and was not well recommended, but we got through that. We're all now dual citizens and have a good life here, but I still have a lot of family and connections back in Australia, and I'm frequently in Australia. I was an executive with ResMed from 2001 to 2023. For more than 10 years, I was President and Chief Operating Officer of ResMed across the entire organization.
Prior to 2012, amongst other things, I ran our global supply chain as we changed that from being an Aussie exporter to a global supply footprint. I also led our Asia-Pac commercial, which included Japan, China, India, Australia, and most of the other Asian countries. Since 2019, I'm also on the board of directors of Globus Medical. Globus Medical is a really good musculoskeletal solutions company. We do spinal implants, very good, very sophisticated surgical robots, and also trauma solutions and a number of other solutions in that space. Globus has a market cap of about $8.5 billion US and sales about $2.8 billion plus. I'm also a member of the NACD, the American National Association of Corporate Directors, and I'm a certified director for them.
Education-wise, I have an MBA from Macquarie University, and I'm proud to still be an electrical engineer and computer science graduate from the University of New South Wales. Now, what I bring to the PolyNovo board is really experience in all aspects of the global medical device business. I've really got a focus on a global growth business. I have significant governance experience. I would consider myself a systems thinker, and I like to think end to end around issues. Personally, I find that asking the hard questions, and we've seen a lot of those today as well, improves the quality of discussions and on the subsequent decisions. I was really attracted to PolyNovo. I think you've got fantastic and interesting technology underpinned or underpinning a really solid commercial base. I think the team's made incredible progress in that area over the past few years.
I think we're well positioned for future growth. I think this is an incredible opportunity, and I'm really looking forward to being part of helping build on that opportunity. Thanks, Leon.
Thanks, Rob. We're delighted to have Rob join the board. His first board meeting was this morning. We had a terrific runway into engaging Rob, finding Rob as an opportunity to join. Delighted that he has the track record that he does. He comes from different angles and from different therapy areas and from different technology areas and has a very rich engagement with data, as well as engineering, as he self-described. He will bring a lot of different perspectives. On top of all of that, he brings a really rich US knowledge base and familiarity. It's terrific to have Rob on board. Any questions for Rob?
I've just got one online. Leon, would you consider taking the Chairman role, Rob, in the future if you're once you're more familiar with the company down the track?
Did you get that, Rob?
Yes, I heard that. I never say never, but it's certainly not something that I have bandwidth for just at the moment.
Thank you. Any questions? Stephen?
Yes, so Bruce is a fabulous hire, and I wonder it's 98% on the proxies. I was just curious to understand because we put out the addendum to the notice of meeting 10 days ago. The turnout on Bruce's vote was only about 43% of the register versus about 49%. Clearly, a few shareholders got disenfranchised by the fact that his appointment or his election wasn't in the original notice of meeting. What did happen in terms of, you know, it's very unusual to add a director halfway through the voting period. Just one specific question, which headhunting firm are we using to source our new directors? Is it the same firm that sourced Bruce that will be sourcing the other two directors that we're looking for? They've obviously done a great job getting us Bruce.
Yeah.
The appointment of Rob actually came through connections and colleagues, et cetera. His experience obviously speaks for itself and his suitability for the role. The timing is just the timing, really. It took a little while to find him and to get through the due diligence process, et cetera. As soon as Rob was ready to sign up, we obviously announced the fact that it aligned 15 days before the AGM. It's just how it happened, really. There's nothing contrived about that at all.
On the headhunting firm, Stephen, we are using the same firm at this stage. We may change that. We're not disclosing who that is because that's a very challenging space when you're dealing with private and confidential dialogue, particularly with the aspirants. They are excellent at a broad range search, as you've already acknowledged with Bruce. Other questions? Good?
That's it.
OK. Thank you. Thanks, Rob. That was the final resolution of the meeting. Voting's open and will remain open during any final discussions on resolutions. That's the conclusion of voting. I know Computershare is just walking the room here for those online to collect any proxies, sorry, any voting. Shortly, I'll close. Please ensure that you've cast your vote on all resolutions. I'll now pause just for a moment to allow you time to finalize any votes. OK. Thank you, Angela. Voting's now closed. For shareholders in the room, please submit your voting cards. I think we've already done that to the boxes. Anyone else? No? Good. Done, done. Now that the poll is closed, the results will be compiled and announced to the Australian Stock Exchange soon after the conclusion of the meeting. I will now close today's meeting.
I'd certainly like to thank all the shareholders for their attendance, both online and in person, and for their continued support. I thank you very much for your time and attention. Thanks very much.