Praemium Limited (ASX:PPS)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2021

Nov 17, 2021

Barry Lewin
Chairman, Praemium Limited

Good morning, ladies and gentlemen. I'm Barry Lewin, Chairman of Praemium Limited. Welcome to our annual general meeting. Thank you all for attending today's meeting, which will be held online to ensure all shareholders can attend in light of ongoing COVID travel restrictions. Before declaring the meeting open, I suggest while this online format may be familiar for some shareholders, I acknowledge that it may be a new experience for others. However, I assure you that you will have the same opportunity to participate today as you would at a physical meeting.

This includes being able to ask questions through the online platform and vote using an electronic voting card. I'll discuss these processes later in the meeting. I also encourage you to download the online portal guide from our website in the corporate governance section if you haven't already done so.

If we experience technical issues that impact the meeting, I'll assess the circumstances and communicate further with you. If this isn't possible, you will be emailed instructions on how and when to rejoin the meeting. We have a quorum present, and I now formally declare the meeting open for business. I'd like to introduce you to my fellow Independent Non-Executive Directors, some of whom are with me today and, you'll probably be able to see them, and Stuart Robertson, who's attending online from Sydney. I have Daniel Lipshut on my right, and Claire Willette, who's seeking election to the board, on my extreme left. I'd also like to introduce our senior executives, Anthony Wamsteker, who's our Managing Director Chief Executive Officer, sitting to my immediate left, and our CFO and Company Secretary, Paul Gutteridge, on my right.

I'd also like to welcome online our company auditor, Grant Thornton, with Crystel Gangemi as audit partner, Nicholson Ryan with Leath Nicholson, and the company's share registry, Link Market Services, who are running today's online meeting. I'd like to say it's pleasing that so many shareholders are able to join this morning, but I can't see you, so I'm hoping that that's a correct statement. I'm sure it is. I'm proposing to conduct the meeting in three parts. I'll present a brief chairman's report first. I'll then ask Anthony to address us, and after that we'll ask if there are any questions from shareholders, and we'll then move to the formal business of the meeting where we have a number of resolutions to put to shareholders. The formal business of the meeting will be held utilizing the online platform.

Voting on resolutions will be conducted by way of poll using the electronic voting card you should receive after clicking the Get a Voting Card button. Shareholders can submit written questions during the meeting by clicking on the Ask a Question button. I do encourage shareholders who have questions to submit them as soon as possible. If you have any trouble using the platform, please check the online portal guide via the website link or contact the help lines shown on the online platform. There will be an opportunity to ask any questions at the time that each resolution is proposed.

I'll start with the Chairman's address. I extend a very warm welcome to all shareholders, staff, and other guests to the 2021 Praemium Annual General Meeting. Many thanks for your attendance during a particularly busy and interesting time for your company.

The last year has been successful for Praemium, with completion of the transformational Powerwrap acquisition, continued delivery of attractive financial performance, and strong organic growth momentum. On 9 July 2020, Praemium announced an off-market takeover for all of the issued shares of Powerwrap Limited. This very successful transaction, which was completed on 6 November, created one of Australia's largest independent specialist platform providers on a combined funds under administration basis with combined FUA at the time of over AUD 27 billion and the realization of potentially significant synergies. I was also very pleased to welcome Powerwrap Chairman Anthony Wamsteker to the Praemium board. In our December 2020 quarterly update, we advised that global FUA increased to AUD 34.3 billion with record FUA in all segments. At 30 June 2021, global FUA was 47...

AUD 41.7 billion, reflecting the step change in the growth of the business. An extremely strong Q1 in FY 2022 has followed, setting a new level of sustainable growth for Praemium and taking global funds under administration to a new record AUD 45.6 billion as at 30 September 2021. This outcome helps demonstrate the resilience and growth potential embedded within the Praemium business model. On 20 May 2021, the board announced the departure of Michael Ohanessian, who had been the CEO for almost 10 years. During his tenure, Michael built a solid and profitable foundation and positioned the business for continued strong growth. I was delighted that Anthony agreed to step into the Chief Executive Officer role.

Anthony brings over 30 years of experience in financial services, including nine years as the founding CEO of ME Bank, 12 years in funds management with National Mutual AXA, and three years as chairman of Powerwrap. Concurrently with the commencement of the process for generational succession and new leadership, the board appointed Deloitte Corporate Finance to undertake a strategic review of Praemium's international business. Following on from this review, informed by the strategic review recommendations, the board made the decision to commence a sale process for this business. I can report that the formal sale process is continuing to plan. However, during this still sensitive commercial process, we would not want to share much more information at this point, and it should be noted that there's no certainty that the sale process will result in a binding transaction.

Anthony will provide a little more information in his address, and the board will update shareholders in the market in due course. If there wasn't enough going on, last month, the Praemium board received an unsolicited, non-binding indicative proposal from Netwealth Limited to acquire 100% of the shares in Praemium in exchange for fully paid ordinary shares in Netwealth, plus contingent cash consideration via a scheme of arrangement.

The board has taken time to carefully consider the proposal alongside financial and legal advice, and has unanimously concluded that the proposal undervalues Praemium's business and is not in the best interests of Praemium shareholders for the reasons outlined in our response issued on the second of November. The Praemium board remains focused on delivering value for shareholders. As a strong, rapidly growing independent player in the platform and funds administration industry, we are in a unique position.

The board remains open to engagement at an appropriate valuation, but is mindful that any proposals put forward should appropriately reflect our market position and our growth potential, as well as recent activity in the sector. Shareholders are not required to do anything in relation to the proposal, and the Praemium board will keep shareholders updated as appropriate. On behalf of the board, I wish to extend our sincere thanks to our dedicated staff and management around the world for delivering another strong financial result. My fellow directors and I also wish to express our sincere appreciation to all shareholders for your support, and we are confident you will continue to benefit from your investment in the company in the years ahead. I would now like to ask Anthony to present his report to the meeting.

Anthony Wamsteker
CEO, Praemium Limited

Thank you, Barry. Good morning, and allow me to add my thanks to the chairman's for joining us at this AGM. If I turn to slide seven of the AGM pack, I would just ask you to please note the usual disclaimer with regards to my business update. I'll turn to the next slide, the platform of everything. As many of you know, Praemium has a unique value proposition in the Australian investment platform market. We own and develop, rather than license, all key aspects of our technology architecture.

If we look at what that means on this slide, on the left-hand box, we are the market leader in reporting on non-custodial assets. In other words, assets that are held directly by the investor. Our technology, known as VMA for Virtual Managed Account, provides the most accurate and comprehensive performance and tax reporting available in the market.

Upon this technology, we have built our administration service, VMAS. VMAS is the market leading portfolio administration reporting service. Growing this business organically from scratch, we now have over AUD 20 billion in assets under administration. We are the first sub-service provider to surpass that milestone, and we remain the fastest-growing. Turning to the middle box, we have combined the VMA technology with our best-in-class model portfolio technology

. Model portfolios are at the heart of the next generation managed accounts. Managed accounts are the fastest-growing segment of the platform market because they enable better, more efficient implementation of advice by our financial advisor clients. This powerful engine needs to be effectively harnessed by our financial advisor clients and their clients, the end investors. That is why we have built leading-edge advisor and investor portals.

They provide the client experience necessary for an advisor to have fruitful conversations with their clients about their overall wealth management strategy. The advisor and investor portals encourage discussion between advisors and their clients on issues such as participation in corporate actions and ESG preferences. This level of engagement is fundamental to the success of the relationship. The value of this technology had been proven over many years by Powerwrap as it developed an enviable list of many of the best high net worth advisors in the country.

The acquisition of Powerwrap has allowed Praemium to expand our product offering and target market. As an example, more than 40 of the advisors named in Barron's Top 100 Financial Advisors are Praemium or Powerwrap users. Praemium can now serve the whole market, every asset, every client, and every advice business. Turning to the next slide, gaining share of Australian platform market.

How big is our opportunity? What is our total addressable market? Australian households have over AUD 6 trillion in financial assets. Of this, just over half is held in superannuation. It is fair to say that the entire AUD 6 trillion needs to be reported on, including tax reporting. Owning the industry leading reporting technology is a wonderful position to be in. It's also important that we can serve the whole market because scale is important.

The more volume we can put through our technology and administrative processes, the better. We serve businesses who serve clients, sometimes referred to as B to B to C. Our clients are financial advisors and accountants. Our financial advisor clients are made up of market-leading stockbrokers, the best private wealth, high net worth advice firms, and a growing cohort of highly capable retail financial advisors serving everyday Australians.

There is some speculation about how much of Australia's AUD 6 trillion in financial assets is advised. The reality is that almost all that wealth is touched by a financial intermediary of some type, whether it be a bank, accountant, stockbroker or financial advisor. By serving those intermediaries well, we have a total addressable market of AUD 6 trillion. Naturally, there is a lot of focus on a particular segment of the industry, the platform market. On this slide, you can see that it is estimated at AUD 965 billion or one-sixth of the total addressable market.

This segment of the market is the most difficult to administer. Far more complex than managing a bank deposit, managed funds or share trade. The complexity is worth it for financial advisors and their clients. It uniquely provides for individually customized portfolios, efficiently delivered across their whole client base.

It allows for true engagement between advisors and their clients. Consequently, this segment carries the highest revenue margins, around 30 basis points and above across the platform market. It is the most desirable and lucrative segment within the overall wealth administration industry. As mentioned earlier, we believe the most critical aspect to getting this segment right is the managed account technology. The ability to provide comprehensive, accurate reporting while efficiently rebalancing portfolios to the desired model weights are the critical ingredients. This is what we have. This is what we own end to end. This is the future of the platform market. The market itself. The market structure itself is changing, as shown in the middle section of this slide. In recent years, financial advisors have moved en masse away from the major banks and insurance companies.

Only about 20% of Australian, Australia's financial advisors are now licensed by these traditional institutions. Yet 70% of the platform assets are still on the legacy platforms that initially captured those assets when the now discredited vertically aligned financial services model was still in vogue. The platform migration lags the advisor migration by many years. The bulk of the transition is still to come. A next generation platform like Praemium is well-positioned to capture the ongoing migration of assets from legacy to modern independent platforms.

This is the point we make in the bottom box on this slide. We have commissioned a comprehensive report from Investment Trends on the high net worth market opportunity. That report should be released within the next few days and will provide further insight into the huge extent of the opportunity. Turning to slide 10 of the AGM pack, FY 2021 financial results.

What I would like to do now is explain our financial results in terms of the preceding summary of the addressable market and our incredible opportunity. First, we are at the beginning, not the end of our journey to achieve scale in the market that I have described, household wealth administration and reporting. We estimate the addressable market generates at least AUD 6 billion a year in revenue, larger if you include the addressable market for our international business. We currently have around 1% market share when looked at this way. This means the first thing we encourage you, our fellow shareholders, to check, is that we are growing, and rapidly at that. On that score, we have done well. Net revenue growth of 30%. The next thing to look for is whether that growth is profitable.

One important measure for a technology-led growth company is cost of acquisition compared to the lifetime value of clients. On this slide, you can see our sales and marketing expense was AUD 14.5 million. From the quarterly business updates that we publish, you could calculate that our gross platform flows were AUD 8 billion. So our cost of acquisition was 18 basis points. The blended revenue margin across our three platform segments, the Praemium SMA, Powerwrap, and international, was around 20 basis points. As shown on this slide, we earned a gross margin of 70% of revenue, the equivalent of 14 basis points gross profit on platform assets.

Given how long assets typically remain on the platform, we think that investing 18 basis points upfront to generate 14 basis points gross profit each year thereafter provides us with a great return.

We believe this positions us well to respond to any acceleration in fee pressure that has been impacting the platform industry in recent times. The final key point I wish to draw your attention to is not quite so flattering. Our net revenue grew by AUD 15 million, whereas our costs, excluding the investment in sales and marketing, which I've just discussed, grew by AUD 12 million. While still a relatively good outcome, I know that many of you may have hoped that more of our revenue growth would drop to the bottom line. Indeed, I believe that when we reach an appropriate size or level of scale, we should aspire to around half of our revenue growth converting to EBITDA growth. I can report, however, that there are good reasons why we don't regard this as a long-term concern.

Firstly, as I said earlier, we're not yet at the right scale to fully capitalize on our opportunity. Our cost structures are higher per dollar of revenue than they will be when we are larger, hence the need to keep growing. Secondly, over the past year, we made a significant investment in our operations team, including onboarding the Powerwrap high net worth client experience into the Praemium world. Even with our incredible technology capability and product functionality, the service level is also an important factor for a financial advisor choosing a platform provider. It was important for us to step up our service levels, and this we did. It's no surprise that our momentum has stepped up to a higher level over the last six months, as shown in our last two quarterly updates.

Having made the step up, going forward, we expect that our expenses will increase more slowly than our revenue, and both the gross margin and EBITDA percentages should increase over time. Turning to the next slide, the executive summary of FY 2021. I will draw my remarks to a close with three summary slides. FY 2021 was a pivotal year for Praemium, in which we broadened our technology and service offering to now encompass the whole addressable market. We made the necessary investments to reset our growth trajectory. Those investments are now bearing fruit. Slide 12, strong momentum into FY 2022. This slide speaks for itself in terms of the outcomes we have achieved. Our business is now enjoying the type of growth that we aspire to achieve for many years to come.

Given the total addressable market, there is no limit to the opportunity in the near or medium-term future. Turning to slide 13, the proposed divestment of international. Finally, I wish to make some brief comments about the planned divestment of our international business. This was an interesting decision for us to take. On the one hand, the international business is performing brilliantly. Having committed to the international market for many years, the people currently leading that part of our business have really started to achieve the type of success that we always hoped to achieve.

On the other hand, however, it still has a very small market share internationally, even smaller than what we regard as a subscale market share in our home market here in Australia. On balance, we decided to stop chasing two enormous opportunities and focus on one, and the one at home won out.

Many outstanding business people talk about focus as the key to their success, and that is what we intend to do. The sale process is continuing. I am pleased to report that it's entered the next and hopefully final phase. We are currently negotiating a legal agreement and business separation terms. I cannot divulge any more details of that at this stage, except to say we would not have entered this phase of the process unless we were relatively confident that acceptable terms would ultimately be reached. That concludes the business update, and I would like to open up for any questions. Thank you.

Barry Lewin
Chairman, Praemium Limited

Thanks, Anthony. We'll now proceed to questions from shareholders. Shareholders can submit questions by clicking on the Ask a Question button. Questions relating to audit queries and specific resolutions will be addressed later in the meeting. I'll now ask Paul if there are any questions.

Paul Gutteridge
CFO, Render Networks

Hi, Barry. There's a number of questions. I'll start with the first one to Anthony. Can you elaborate on expenses growth versus revenue growth, and specifically what strategies you are implementing to ensure revenue growth continues while containing future expense growth? Additionally, what are the targets for both future revenue and expenses growth?

Anthony Wamsteker
CEO, Praemium Limited

Thanks, Paul, and thank you for that question.

I hope that I've addressed some of those answers in the report that I just gave. To reiterate, we do anticipate that our gross margins will increase over time as we achieve greater scale. As I've said, we've got a wonderful addressable market, so we're very confident that we can continue to grow our scale. Over time, we would expect that our cost structures would come down with that scale, and therefore the gross margin would go up. Having said that, as I said in the presentation, and you're quite right, you could see that our EBITDA remained relatively flat for that financial year for FY 2021.

Of each client that we put onto our platform, I think we've got a tremendous return on investment. In previous years, where we needed to invest in our service levels, but that's largely behind us, and so we'll now be able to see that gross margin move up and the EBITDA percentage move up by, I think, addressing the last point, what do we aspire to achieve? There's no doubt in my mind that we should aspire over time that every new dollar of revenue that we get, something like about half of that should drop to the bottom line. That's the sort of scale that we aspire to achieve. As I've said in my presentation, we're pretty confident that we can get there because the market is so huge and our growth momentum is so strong.

Paul Gutteridge
CFO, Render Networks

Thank you, Anthony. We've received a number of questions in relation to the Netwealth offer. I'll just run through them one at a time. The first one's in relation to performance rights. The CEO was appointed on the 12th of August 2021 with 1.2 million performance rights being granted over a three-year period. What percentage of these performance rights will vest if the unsolicited takeover offer from Netwealth is successful? And does the Corporations Act require a shareholder re-resolution?

Barry Lewin
Chairman, Praemium Limited

Thanks, Paul. I'll take that. I think this question is highly theoretical at this stage as there's no recommended transaction and there might not be. The board will assess and advise shareholders should a formal offer be confirmed.

Paul Gutteridge
CFO, Render Networks

Thank you, Barry. The next question is a more general one. Have other potential acquirers expressed interest in acquiring Praemium in addition to Netwealth? Will the board provide access to a virtual data room subject to an NDA in order to maximize the potential bid offers?

Barry Lewin
Chairman, Praemium Limited

Thanks, Paul. I think it's clear to most shareholders that the industry is going through consolidation, and there have been a number of recent transactions both in Australia and offshore. I'd prefer not to comment on potential interest that we may or may not have received. We're certainly open to engagement at an appropriate valuation, as I commented in my chairman's address. We're keeping the market informed as and when we have an obligation or think it's appropriate to do so.

Paul Gutteridge
CFO, Render Networks

Thank you, Barry. Next question is in relation to the takeover defense. How much have we spent so far on takeover defense? And did we conduct any form of limited tender before engaging our legal and financial advisors? Had any merger discussions been held with Netwealth before they unveiled their unsolicited offer, or did it come completely out of the blue?

Barry Lewin
Chairman, Praemium Limited

I think there are a few questions in that, Paul, and really, I'd prefer not to comment on any discussions that may or may not have preceded the offer that's been made public. I also don't have details in front of me of the amount of money spent on advisors. You know, as a board, we're obviously being very prudent about having appropriate advice around us. As I said, we have financial and legal advisors that we've retained as you'd expect all boards would do in a situation like this. In terms of how much we've spent, I really can't answer that question. Our advisors are very highly regarded, skilled people, and so we're paying them what you'd expect the market would bear.

Paul, did I miss anything, in answering those parts of that question?

Paul Gutteridge
CFO, Render Networks

No. You answered that. Thank you, Barry. Next question was in relation to social issues. Social issues are often a big factor in securing agreed takeover deals along with the price. How important a consideration is securing seats on the Netwealth board for the Praemium leaders? Bearing in mind, Netwealth currently has a AUD 4 billion market cap compared with Praemium of approximately AUD 750 million.

Barry Lewin
Chairman, Praemium Limited

Paul, just to clarify, that's a question around board composition. Could you repeat the question for me, please?

Paul Gutteridge
CFO, Render Networks

How important is a consideration in securing seats on the Netwealth board for Praemium leaders, as a factor in the takeover discussions?

Barry Lewin
Chairman, Praemium Limited

Again, it's a highly theoretical question, and I really don't have a response to the question at this point in time.

Paul Gutteridge
CFO, Render Networks

All right. Thank you, Barry. One final question on Netwealth and, I think that's it for questions. Are you expecting any friendly associates of Netwealth to be asking questions today at today's AGM?

Barry Lewin
Chairman, Praemium Limited

If those were friendly associates of Netwealth who've been asking those questions, I'd hate to hear the questions from the unfriendly associates. Thanks, Paul.

Paul Gutteridge
CFO, Render Networks

The final sub-part to that question is just in terms of relationships between Praemium and Netwealth. Has the two CEOs, Anthony Wamsteker from Praemium and Matt Heine from Netwealth, have they worked together on any industry associations or had any past merger discussions?

Barry Lewin
Chairman, Praemium Limited

I'm not really sure how relevant that question is, to be honest.

Paul Gutteridge
CFO, Render Networks

Thanks. All right. Thank you, Barry. There are no further questions.

Barry Lewin
Chairman, Praemium Limited

Thank you, Paul. Before proceeding, I would remind you that only shareholders or their appointed proxies are entitled to vote or speak at this meeting. The notice of meeting has been sent to all members on the register as at 15 October 2021. Unless there are any objections, I will take the notice convening this meeting as read. There are no objections, and I will record the notice as read. In terms of the prior year's AGM results, the results of the meeting held on 17 November 2020 have previously been lodged with the ASX, and a copy of those results are available for inspection by members.

Our company secretary confirms that proxies have been inspected and all those validly lodged have been accepted. Details of all valid proxies will be advised before I invite shareholders to vote on each resolution.

I now move to the business outlined in the notice of meeting. I will provide an opportunity for discussion on each resolution and would ask you to limit your questions to the resolutions put before you. Slide 16, consideration of financial statements and reports. Section 317 of the Corporations Act requires directors of a public company to lay before the annual general meeting, the financial report, the directors' report, and the auditor's report. The company's annual report was released to the market and made available on the company's website on 16 August 2021. There is no requirement for a resolution that the annual report be adopted. However, at this point, I invite any questions shareholders may have for the auditors. Shareholders can submit questions by clicking on the Ask a Question button.

Members may ask questions of the auditor in relation to the conduct of the audit or on the auditor's report itself. I'll now ask Paul if there are any questions.

Paul Gutteridge
CFO, Render Networks

No, there's not. Not for the auditor.

Barry Lewin
Chairman, Praemium Limited

Thanks, Paul. There are no further questions, and I propose we now move to the resolutions to be put to the shareholders. Slide 17, there are three items of business with all ordinary resolutions. I'll go through each of these resolutions individually. Our share registry provider, Link Market Services, will conduct voting by way of a poll, and Andrew Farrell of Link will act as Returning Officer. Votes will be counted after the end of the meeting and results published on the ASX website. Shareholders can cast their vote using the electronic voting card received after validating online registration.

To validate registration, you'll be asked to enter your security holder reference number or holder identification number, plus postcode, if you're in Australia, or the country details if you're outside Australia. To then cast your vote, click the Get Voting Card button.

If you're intending to vote, you'll be able to finalize and submit votes up until 5 minutes after the meeting ends. I'll remind you at the end of the meeting. The proxy votes that have been submitted will be set out on the slide shown for each resolution. Shareholders that have appointed the chair of today's meeting, being me, as proxy, allows voting either for, against, or with discretion for all resolutions. As indicated on the proxy form and in the notice of meeting, my intention as chair is to vote all discretionary or undirected proxies held by me in favor of each resolution. Turning now to the resolutions, slide 18, adoption of the remuneration report.

First item of business is resolution one, the adoption of the remuneration report for the year ended 30 June 2021, as set out on pages 21-28 of the 2021 annual report. Shareholders should note that this resolution is advisory only and does not bind the shareholders or the company. However, if more than 25% of the votes cast on the resolution are no votes, and should the company receive 25% or more no votes on the remuneration report tabled at next year's general meeting, the company would then be required under the Corporations Act to put a further resolution to members at that meeting to convene a subsequent meeting of members at which all directors of the company would be required to stand for re-election.

Shareholders will recall that at the 2020 AGM, not more than 25% of votes were cast against the remuneration resolution, and therefore there'll be no requirement for a spill resolution this year. The notice of meeting sets out restrictions on voting eligibility of some members of the key management personnel. Slide 19 shows the proxy voting and the percentage voting results. As you can see, voting is strongly in favor. Is there any discussion on this motion? Paul, are there any questions?

Paul Gutteridge
CFO, Render Networks

Yes, Barry, there's one question in relation to this resolution. Did any of the five main proxy advisors recommend a vote against today's resolutions? We'll start with resolution one. I can answer that. We've had two proxy advisors, being Glass Lewis and ISS, respond on resolution one, and both are favorable. We do have a comment on resolution two, but I'll hold that to the next resolution, Barry.

Barry Lewin
Chairman, Praemium Limited

Thank you, Paul. There being no further discussion, I now propose resolution 1 and put the motion to a vote. Please cast your vote. I'll now move to resolution 2, re-election of Stuart Robertson, and that's on slide 20. Stuart retires by rotation in accordance with clause 9.1D of the constitution, and being eligible, offers himself for re-election as a director of Praemium Limited. Before inviting any discussion on this resolution, I'd like to ask Stuart to briefly introduce himself. Thanks, Stuart.

Stuart Robertson
Non-Executive Director, Praemium Limited

Thank you, Chairman, and thank you to all our shareholders for giving me the opportunity to seek your support for my re-election to the board. I joined the Praemium board in 2017. I'm the chair of the Board Audit, Risk and Compliance Committee, a member of the group's Remuneration Committee, and I also chair Praemium's Investment Committee. I'm chairman of Money3 Corporation Limited since November 2018, as well as Dorvoy Holdings, which is a private company. I'm an executive of Ellerston Capital, where I'm responsible for our private asset business as well as the sales and marketing functions. I've been involved in the funds management and investment management industry for approximately 30 years, here and abroad. My expertise lies in financial services and strategy.

I was heavily involved in the launch of the BT Wrap product in the mid-nineties, and I've been involved in the platform space in an operational and management capacity. Since that time, I've been involved in the industry as it evolved from when master trusts were the go-to platform, then wrap platforms became the go-to platform, and now the more recently separately managed account platforms. I believe that my experience is relevant, and I believe I'll continue to be of value to the board. I ask for your support, and I thank you again for giving me this opportunity. Thank you, Barry.

Barry Lewin
Chairman, Praemium Limited

Thanks, Stuart. I should add that Stuart's been a great support to this board, and brings deep experience in the platform industry and also in the equity capital markets area. Thank you, Stuart. It should be noted that ISS, one of the proxy firms, have recommended an against vote for the re-election of Stuart. This recommendation is on their assertion that the audit committee comprised an executive during the year. This assertion is simply not correct, and we pointed this out to ISS and gave them the relevant background. They still would not withdraw their no vote. During the financial year, the company's Audit, Risk and Compliance Committee comprised Stuart as chairman, Daniel Lipshut and Claire Willette, as independent directors, and Anthony Wamsteker prior to the point that he was appointed as an executive director, and myself.

We're all independent non-executive directors. As I said, unfortunately, ISS declined to revise their recommendation. I'd like to confirm that the Praemium board continues to recommend that shareholders vote in favor of resolution to the re-election of Stuart. Turning to slide 21. Details of the proxy voting on this resolution are displayed on the screen, and as you can see, the voting is strongly in favor. Is there any discussion or any questions on this, Paul?

Paul Gutteridge
CFO, Render Networks

Thank you, Barry. I have a couple questions for Stuart. First one's a general one: Have we established an independent board committee to deal with Netwealth or any other offers? Second question, Stuart: Could you detail your experience in dealing with past public company takeover battles? Third question, Paul, and I can repeat them, Stuart, if there's too many. As a full-time executive, does Stuart have the time to get into the cut and thrust of a lengthy takeover battle?

Barry Lewin
Chairman, Praemium Limited

I might take one and three, Paul. We have established an independent subcommittee. The answer is yes, and I think that would be the standard approach by any experienced board. In terms of item three, I think I commented on that previously. Stuart has provided all the time that we've needed. There's never, ever been an occasion where Stuart has not been available and given of his time and expertise. I think question two might have been addressed by Stuart in his opening comment, but I'll let him answer that again.

Stuart Robertson
Non-Executive Director, Praemium Limited

Thank you, Mr. Chairman. Paul, sorry, I remember question one and three. What was question two?

Barry Lewin
Chairman, Praemium Limited

Apologies, it was too many questions. Could Stuart detail his experience in dealing with past public company takeover battles?

Stuart Robertson
Non-Executive Director, Praemium Limited

Yeah. Look, I've been involved in a number of company transactions, both listed and unlisted, over time. Continue to be involved in a number of them in my current roles as well.

Barry Lewin
Chairman, Praemium Limited

Anything else, Paul?

Paul Gutteridge
CFO, Render Networks

No, no. Nothing further, Stuart. Barry.

Barry Lewin
Chairman, Praemium Limited

There being no further discussion, I now propose resolution two and put a motion to the vote. Please cast your vote. That brings me to resolution three, the election of Claire Willette as a director, and that's on slide 22. Claire's been nominated by the directors for election in accordance with Clause 9.1 K, 2 of the Constitution, and being eligible, offers herself for election as a director of Praemium. Before inviting any discussion on this resolution, I'd like to ask Claire to briefly introduce herself. Over to you, Claire.

Claire Willette
Non-Executive Director, Praemium Limited

Hello, everyone. Thank you for your time today. I'm Claire Willette. It's my honor to be here. I'm currently The Boeing Company's global trade director across the APAC region. I'm a senior executive with over 20 years of government policy risk and regulatory experience. I have and continue to look forward to providing the Praemium board and its shareholders with risk and governance guidance as a director, as well as a member of the Risk and Compliance Committees. Thank you very much for your time today.

Barry Lewin
Chairman, Praemium Limited

Thank you, Claire. Before moving to voting, I need to show you the details of the proxy voting on this resolution, which are displayed now on the screen on slide 23. As you can see, the voting is strongly in favor of Claire's appointment. Paul, is there any discussion or questions?

Paul Gutteridge
CFO, Render Networks

Thanks, Barry. Yes, there is one question. Claire has great experience in the U.S. and Australian Departments of Defense, but could she outline her experience when it comes to takeover defense? There's a bit of a statement. I'll read this, Claire. Lawyers and advisors often tell boards how much knowledge they have on corporate activity and dismiss the views of individual directors. Is Claire comfortable with how inclusive the lawyers and advisors are so far with all the directors?

Barry Lewin
Chairman, Praemium Limited

I might answer part of that. I think when we nominated Claire for election, and Claire was previously a director, we weren't contemplating that Claire would be joining an independent committee of the board to consider the takeover issue. That's not her immediate experience, and we're very well served on the board with independent directors who have that experience. Claire, did you wanna comment on the rest of that question, or do you want Paul to repeat it for you?

Claire Willette
Non-Executive Director, Praemium Limited

I'm fine. Thank you, Barry. I'd say on the matter of inclusivity, I think the board, as all boards should be, is comprised of people bringing a variety of different strengths and experiences, be that global sector. No, my experience, while not in the financial sector, the markets, it does bring in risk and governance, and I think that is very much part of the reason why I've been invited to participate in this. I think that the views that I bring forward and the questions and perspective are different from those of my peers. I equally think that they are respected and listened to and heard and taken on board. I have no concerns about the way that that's managed. I do appreciate the question. Thank you.

Barry Lewin
Chairman, Praemium Limited

Thanks, Claire. Paul, is there anything else?

Paul Gutteridge
CFO, Render Networks

Barry, no further questions.

Barry Lewin
Chairman, Praemium Limited

Okay. There being no further discussion, I now propose resolution three and put the motion to a vote. Please cast your vote. That brings me to closure. That concludes the meeting. Normally, I'd invite you to join the board for a sandwich, but I can't do that on this occasion. Hopefully next year. Before closing the meeting, if you're intending to vote on the formal business of the meeting, you should now finalize and submit your votes as voting will close in five minutes time. As mentioned earlier, the results of the voting will be released on the ASX once the votes have been counted after this meeting. I now declare the meeting closed. Thank you to all shareholders for attending our annual general meeting today.

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