Okay. Good morning, ladies and gentlemen. My name is Barry Lewin, and I'm the Chairman of Praemium Limited. I'd like to extend a warm welcome to you all to the 2025 Annual General Meeting. On behalf of the Board, I would first like to formally acknowledge the many traditional owners of country throughout Australia and recognize their continuing connection to the lands, waters, and communities. It's now 10:30 A.M., and I'm advised we have a quorum, so I declare the Annual General Meeting open. I would like to start by outlining some of the procedural matters. We are conducting the meeting with a virtual component provided by our share registry. This hybrid format allows shareholders, proxies, attorneys, or representatives, wherever they may be, to attend virtually. All shareholders and their proxies, attorneys, or representatives have the ability to ask questions and vote today.
For those of you online, should you experience any technical difficulties, a recording of our AGM will be available on our website following the meeting. If we experience any technical issues during the meeting, a short recess may be required, and we'll communicate that accordingly. I'd like to introduce you to my fellow Board members who are present at this meeting: Stuart, Daniel, and Claire, all to my right. I would also like to introduce our senior executives: Anthony to my immediate left, who's our Chief Executive Officer and Managing Director; Emma, Dennis Orrock , James Edmonds, Richard Large and unfortunately, Lorna Stewart is unwell. She's our Chief Risk, Compliance, and People Officer. Also with us today are representatives of the company's auditor, Grant Thornton, representatives of the company's share registry, MUFG Corporate Markets, and representatives of the company's company secretary, Acclime. It's good to welcome.
Shareholders have turned out in this weather, and it's very much appreciated. The online platform is now open for shareholders' questions, which I encourage you to submit as early as possible. To ask a written question, please follow the instructions as displayed on the screen. You can see that now. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on the same topic, we'll amalgamate them. For those shareholders who wish to ask a verbal question, an audio question facility is available during the meeting.
To use the service, please mute the broadcast on the online platform and dial in online via the button labeled "Go to Web Phone." You'll be granted access where you will listen to the meeting until you are introduced to ask your question. For those shareholders in person today, if you have any questions or comments on a particular item of business, please state your name or the organization you represent before doing so. Finally, we may not get time to answer all questions. If this occurs, we'll answer them in due course via posting responses on our website. Voting today will be conducted by way of a poll on all items of business. Instructions on how to vote through the online platform are displayed on the screen now.
In order to provide shareholders with an opportunity to vote, and in case any shareholders cannot stay for the whole meeting, I will now formally open the poll on all resolutions. I will give you a warning before I move to close voting. For those voting shareholders, including by proxy, attorney, or corporate representative physically in the room with me today, you should have received a yellow voting card upon registration. Please complete the front of the voting card. Should you require any assistance, we have staff available to assist you. If you're attending online and eligible to vote, you will need to register a vote through the online platform. Once you've registered, your voting card will appear with all the resolutions to be voted on by shareholders at the meeting.
If you'd like to just stand at the back if there's no seat available. You do have the ability to change your vote up until the time I declare voting closed. Please note that if you cast a live vote at today's meeting, any vote by proxy previously submitted will be overridden. Turning to the agenda, I propose to conduct the meeting in three parts. I will first present a brief Chairman's Report. I will then ask our CEO, Anthony, to address us, after which we will invite questions from shareholders. We will then move to the formal business of the meeting, where we have three resolutions to put to shareholders. Moving to my Chairman's Address. Praemium's full-year AUD 28.1 million EBITDA result and 55% increase in NPAT was a record result ahead of analysts' expectations, and this reflected disciplined execution of the company strategy and tight control of costs.
When I joined the company as Chair in 2017, I would have characterized Praemium with AUD 6 million in EBITDA as moving from the classic start-up phase and entering the scale-up phase. I believe we have now fully recovered from the strategic era of attempting to build a successful platform business in the United Kingdom which cost us in time and distracted focus. I am delighted to observe that the company is growing strongly and scaling efficiently, with EBITDA growth outpacing revenue growth. Indeed, there is ample growth in our high-net-worth target market to suggest we will continue to enjoy these scaling benefits for quite some years to come. I am particularly pleased to note the 1.25% per share fully-franked dividend, which was paid in September 2025.
Highlights during the year included the successful integration of the OneView business, which remains on track for estimated synergies and an estimated earnings uplift of AUD 3 million per year. The Board is especially proud of the launch of the Spectrum product and the early wins and significant pipeline this new product is delivering. Our market leadership and growth in the non-custodial space is also very pleasing. We have secured three major enterprise clients across our three product categories. Successful onboarding of these clients will enhance our significant organic growth opportunity. As Anthony foreshadowed at the full-year results, we are at the final stages of building out a new superannuation admin system in conjunction with our partner, Technotia Laboratories, and this will deliver a significant uplift in our superannuation capability.
We are also reviewing capabilities and functionalities across the Board with a view to streamlining and enhancing our efficiency as a business, and Anthony will talk in more detail about these exciting developments. We are extremely fortunate to have a senior leadership team with the skills, experience, and track record to execute on these important projects, which will set us up for success in the years to come. We will, however, continue to ensure our focus remains only on those opportunities that are accretive in value for our shareholders. I would like to thank my Board colleagues for their support during the year and the entire Praemium team for their hard work and dedication. It's a great pleasure working with harmonious, focused Board colleagues. The financial year 2025 was a year of significant progress in which the management team under Anthony's leadership has positioned the business for sustained growth.
My fellow directors and I also wish to express our sincere gratitude to all shareholders, both new and existing, for your support. The outlook for our company is indeed very positive, and we are confident you will benefit from your investment in the company in the years to come. I'd now like to ask Anthony to present his report to the meeting. Thank you, Anthony.
Thank you, Barry. Fellow shareholders, Praemium continues to benefit from our commercial involvement in the platform market. The most recent Plan for Life data shows platform FUA growing at 12.7% per annum, with total FUA now at AUD 1.25 trillion. In addition to the rapid growth of the market, there also continues to be an ongoing shift in market share to the more modern and higher-rated platforms such as operated by Praemium. The continued strong growth in superannuation is likely to continue to fuel further growth in platform FUA. Our growth in market share, which now stands at 2.3%, means our platform revenue grew by 32% in FY 2025 to AUD 82 million. It now makes up 80% of our total revenue. Part of this growth came from the acquisition of the OneView Wealth Services business. The transition of this business onto the Praemium technology has proceeded to plan.
The one disappointing aspect, as discussed in the latest quarterly update, has been the fact that OVWS is a service provider to a superannuation fund that has exposure to the First Guardian fraud. We continue to work with the trustee in looking to resolve this issue in the interests of impacted members. Our non-custodial holdings, Scope and Scope Plus, are important contributors to our revenue. They allow us to meet the full range of investment administration requirements of our customers and our target market. Financial advisors, especially stock brokers, are increasingly aware of the value of having a whole-of-wealth view across a broad portfolio of assets, particularly for their high-net-worth clients. These market tailwinds, combined with the positioning of the Praemium offering particularly in the more sophisticated advice segment, give us confidence in our growth outlook over the coming years.
Client wins in FY 2025 provide evidence that confidence is justified. Our strategic narrative has been consistent for several years. The five focus areas are product, operations, service, superannuation, and growth. In addition to the growth I have just mentioned, other highlights over the past year include the resounding success of the Spectrum product launch and the development of our superannuation administration system. The development of that system has introduced us to Technotia Laboratories, who have been a wonderful partner with whom we are now working to fully integrate the administration and investment components of the superannuation fund. On release of the new fully integrated system, we expect that the Praemium superannuation fund will be transformed into a market-leading offering with far greater growth potential. The deepening relationship with Technotia Laboratories is a valuable element in our approach to AI, automation, and machine learning.
The impact of technology and digital innovation on business performance and results has never been greater. Praemium enjoys a strong technical heritage of which we are justifiably proud. It's on this foundation that we are building ever more powerful solutions for our clients and which we expect to deliver outstanding return on investment for our shareholders. Much work goes on behind the scenes in projects and other change initiatives before the public release of new services and features. During this development phase, we monitor progress against business case milestones to ensure that the target return on investment is likely to be realized. Whilst the result of projects and other new initiatives can take years to fully realize, this approach to tracking progress along the way is designed to ensure that the anticipated objectives are ultimately realized.
In FY 2025, this activity saw a significant increase in capital expenditure, particularly in the second half. This reflected the opportunity to deploy capital effectively in the current environment and elevated CapEx has continued so far in FY 2026 as we complete the development and integration of our new superannuation system. As mentioned, we are very confident of the expected business outcomes and financial returns that we will make from this investment. Our vision is both a more automated business and enhanced relationships with all our customers, which allows them to be more productive and manage more clients per advisor. We anticipate capital expenditure will return to previous levels from the second half of this financial year. The past year saw some small changes in the composition of the executive leadership team. Some changes inevitable and a normal part of renewal and succession planning.
We are very fortunate to have recently welcomed Emma Stepcic to the team as our CFO. The current executive team of five capable business leaders reporting to me is fit for purpose and well-positioned for future succession requirements. Our training, development, and workforce planning focus is devoted to building a company-wide team that consistently delivers strong results in the rapidly evolving environment of exciting technological advances and digital efficiency. The Praemium team is united in working within our five values of customer focus, collaboration, excellence, accountability, and empowerment. Finally, allow me to thank all our stakeholders for their support and contribution to Praemium over the past 12 months. Our clients, staff, and shareholders have allowed the business to enjoy some pleasing success over the year, and we are determined that that should continue in the coming and future years. I'll now hand back to you, Barry.
Thanks, Anthony. We'll now proceed to questions from shareholders in relation to the business updates. Questions relating to audit queries and specific resolutions will be addressed later in the meeting. Are there any questions coming or comments on the phone?
No, there are not.
Thank you. Are there any questions or comments online?
Oops. There we go. We do have two questions. The first is, how many full-time equivalent staff do we currently have, and is this likely to fall over in the coming 12 months with the rapid rollout of AI? Which parts of our business and operations are the most prospective for AI productivity gains, and how energetically are we embracing those opportunities?
Thanks, Jess. I'll take that one first, and then we'll deal with the second question. I understand we currently have 366 full-time employees, but it's far too early to say what our workforce will look like as we move to a more automated business to try and generate the productivity benefits that we are looking at. It's also a little early and maybe a little insensitive to be talking about changes in the workforce at this early stage, but we'll certainly keep the market updated as we progress.
Thank you. The next question is, retail shareholder participation rates keep falling in Australia. As a participant in the platform space, how involved are we in the process of getting notice of meetings and proxy voting information to retail shareholders of ASX-listed companies for AGMs such as this one? Do the Chair and CEO believe that it is acceptable that the recent Qantas AGM, less than 1% of the 150,000 shareholders voted? Is the rapid growth of platforms a part of the problem because the system isn't geared up to get voting information to shareholders?
I think there are many parts to that question. I hadn't appreciated that I was the chairman of Qantas, and I'm hoping that my invitation to the Qantas Chairman's Lounge will be in my letterbox. I would prefer not to comment on what Qantas is doing. We certainly make every effort to get the notice of meeting out to all shareholders, whether digitally, if that's what they ask for, or by mail. I am not sure that I can add much more to the response. Thank you, Jess.
Thank you. They're the only general business questions.
Thank you. I now need to see if there are any questions in the room. If you have a question, please raise your hand. There's a question. Thank you. If you could just tell us who you are or who you represent, please.
Good morning. Yeah, my name's Mike Muntisov. I'm from the Australian Shareholders Association. My question is a general one about you mentioned the platform revenue was 80% of your total revenue, and I presume that it forms the major part of your EBITDA as well. So perhaps you could confirm that. You mentioned several different new products. Can you perhaps highlight one in particular that you feel will be a major contributor to EBITDA going forward?
Thank you, Mike. I can certainly confirm that our platform revenue is a major part of our EBITDA. Yes, I think that's exactly what Anthony said. I'll let Anthony address the question on new products. We both spoke about the new superannuation admin system, which will obviously be a very important contributor. Anthony, did you want to add anything to Mike's question?
Thanks for the question, Mike. Look, the biggest release of product that we did in the last year or so was the Spectrum product. For the first time, we've got a full-service wrap into the market that uses the full functionality available to our business in the Praemium technology. What we've been doing over the last year, because we've had a lot of success with that product and won a lot of new accounts, most of the time in the last year has been onboarding those new accounts. That includes making sure that the product is fully integrated into the respective technology that the different advice groups use. Every advice group has their own suite of technology applications. Obviously, when they sign up with Praemium, they just want to make sure it's all fully integrated.
For most of the standard applications, we are well integrated when we win the account, but some of them have got their own unique modules or applications that they use in running their business and advising their clients. We have spent a fair bit of time since launching it, just, if you like, refining it, and mainly in the area of integrating to what technology the different advice groups are using.
Thank you, Mike. Any other questions in the room? If none, we'll continue to the formal business of the meeting. Before proceeding, I would remind you that only shareholders or their appointed proxies, attorneys, or representatives are able to vote or ask questions at this meeting. The notice of meeting has now been circulated to all shareholders. I'd like to take the notice as having been read, and I now move to the business outlined in the meeting. I will provide an opportunity for discussion on each resolution and would ask shareholders to limit your questions to the resolutions put before you. I confirm that Violetta from our share registry has been appointed to act as a returning officer for the purposes of conducting and determining the results of the poll.
In relation to the proxies that I'm holding as Chairman of the meeting, I advise that if a shareholder has directed me to vote in a certain way, I'll vote in accordance with that direction. If I do not have a direction to vote in any way, I intend to vote all of the resolutions in favor at the meeting. The first item is consideration of financial statements and reports. Section 317 of the Corps Act requires directors of a public company to lay before the annual general meeting the financial report, the director's report, and the auditor's report. The company's annual report comprising the financial report, the director's report, and the auditor's report for the financial year ended 30 June 2025 was released to the market and made available on the company's website on 26 August 2025.
There is no requirement for a resolution that the annual report be adopted. However, these materials have been circulated and are open for discussion, and I'll take the annual report as read. At this point, I invite any questions that shareholders may have in relation to the annual report for the directors or for the company's auditor who's present. Are there any questions or comments on the phone?
There are not.
Thank you. Are there any questions or comments online?
There are no questions online, Chair.
Thank you. Are there any questions or comments from those in the room? If there are no further questions, I propose we now move to the resolutions to be put to shareholders. There are three items of general business. Each resolution is an ordinary resolution requiring it to be passed by a simple majority of votes cast by shareholders entitled to vote on it. I'll go through each resolution individually. Resolution One, adoption of the remuneration report. You'll see the resolution in front of you. This vote is advisory only and does not bind the directors or the company. The board will, however, consider the outcome of the vote and comments made by shareholders on the remuneration report when reviewing the company's remuneration policies. I should say we found feedback last year incredibly helpful, and we've taken that on board.
The company will disregard any votes cast on Resolution One by or on behalf of the company's key management personnel. Details of whose remuneration are included in the remuneration report and any closely related party, subject to the exception set out on page 10 of the notice of meeting. The matter is now open for discussion by shareholders. Are there any questions or comments on the phone in relation to the first resolution?
There are not.
Thank you. Any questions or comments online?
We do have one question. The question is, "Thanks for disclosing the proxies early to the ASX and well done for the strong support. The annual report says that we have 5,789 shareholders. When disclosing the outcome of the poll on all resolutions, but particularly this remuneration report, please advise the ASX how many shareholders voted for and against each item. This will provide a better gauge of retail shareholder sentiment and insight into the chronically low retail shareholder participation rate.
Thank you for that question. I would be very happy to make that disclosure, and we will certainly ask that that occur this year. I think this will be a change from previous years, and it is a very positive change. We are particularly pleased with the level of voting on this particular resolution. Any other questions?
There are no other questions.
Thank you, Jess. Any questions from those in the room?
Oh, yes, Mike. I did have a couple of questions on remuneration report. Unfortunately, there doesn't seem to be copies of the annual report or the notice of meeting to double-check this, but I hope I've got this right. The ASA favors in terms of awarding performance rights, it favors the use of face value in determining the number of rights. As I recall, the way you've done it is quite unusual. You seem to have two separate tranches. The biggest one is priced using fair value methodology, and the smaller tranche is priced using face value. Notwithstanding that we prefer face value, can you explain to the shareholders why you've adopted fair value and why you've adopted two different approaches for the two different tranches?
Oh, I'm not sure that I'm familiar with the concepts of face value and fair value. The vesting hurdles have traditionally been total shareholder return vesting hurdles. I may, Mike, not be answering your question.
You're referring to the performance hurdles. I'm referring to the determination of how many rights are awarded and how to calculate the number of rights. For one tranche, I assume the REM committee chair is here.
Yes, he is. He's sitting to my immediate right, Daniel.
Right. Okay. The question is, we prefer face value, but you've priced the biggest thing on fair value, which is very opaque in terms of how, for an ordinary shareholder, to work out how that's calculated. It's very difficult.
We price them based on the Monte Carlo simulation methodology.
Yes, I know, which means most shareholders can't work that out.
It is a complicated methodology, but it's very common. It's a simulation based on past share price performance against future performance. Basically, the kind of rule of thumb, and I understand this is reasonably widely accepted, is that certainly for the most senior executives, the total remuneration package is made up as to base pay, which includes superannuation, and that's typically 50%-60% of the total. Then there's obviously incentive arrangements. There's an STI and an LTI. I'm not addressing your question because I don't understand.
I'm not querying that.
It seems like quite a technical valuation question. Perhaps we can come back to you.
All I'm asking is, why does one tranche be valued at face value and one tranche valued at fair value? If you could answer that question.
I can't answer your question because it doesn't seem right. I should say, based on the disclosure in the annual report, my firm does the valuations for Praemium and for many, many other listed companies.
It's interesting that you don't seem to recognize that you have those two different valuation methods, but that's okay. I would have thought the REM chair would be able to answer that question. The second part of the question on remuneration, and again, I hope we're.
Sorry, I should say, Mike, we're moving to a much more simplified LTI.
That might be good.
Calculation, which you'll see in resolution three.
Hopefully, that's with face value. Yeah. The second question is based on what I interpreted from the notice of meeting, which struck me as unusual. I could have this wrong, so please correct me. As I read it, the performance hurdles for the incentive payment or incentive assessment have not yet, at least at the time of printing of the notice of meeting, had not yet been determined. This is for financial year 2026, which strikes me as pretty unusual given that we're four months into the financial year and you haven't yet set the performance hurdles. Could you just clarify that?
Sorry, I'm not.
They have been set.
They have been set. Are you talking STI or LTI performance hurdles? They have been set, all of those.
According to the notice of meeting, it said they were yet to be determined at the time of printing of the notice of meeting.
They haven't yet. Anthony informs me that they have now been set.
Okay. My question is, why would they not have been set prior to the start of the financial year rather than several months into the financial year?
Normally they set post the end of the financial year, and it's just a question of doing the work, getting board approval, and having them approved. The notice of meeting is prepared six or eight weeks before the meeting. We're now in November, so you're talking September. The notice of meeting goes to the board for approval, and it goes to the ASX for approval. There's quite a time lag between the time that we start work on all of this. I'm not aware of any listed company that sets the hurdles for the next financial year before the end of the previous financial year when they're still awarding the incentives that were set for the previous year. I'll certainly be happy to take that on notice.
There is a body of work that goes into getting these set and the invitations going out. You'll understand that.
I might point out that most other companies have already set their—it's the first one I've ever seen that hadn't set the target prior to the AGM.
Those are often out of sync. We're reasonably explicit in the REM report in disclosing how we set them, but I'll take your comment on board. Are there any other questions on this first resolution? If not, I'll formally put the resolution to the meeting and ask shareholders and other eligible participants to cast their vote if they've not already done so. I should note that we've had tremendous support for this resolution, as you'll see on the screen, 96% for. The next resolution relates to my re-election as a director, and I should not be part of that, so I'm going to hand over to Anthony.
Thanks again, Barry. The next item of business relates to resolution two, the re-election of Barry Lewin, who retires by rotation in accordance with the company's constitution and, being eligible, offers himself for re-election as a director. Barry Lewin was appointed to the board as the Non-Executive Chairman in May 2017. Biographical background information about Mr. Lewin is set out in the notice of meeting. The directors, with Mr. Lewin abstaining given his personal interest in the outcome of resolution two, recommend that shareholders vote in favor of resolution two. The matter is now open for discussion by shareholders. Are there any questions or comments on the phone in relation to resolution two?
No, there are not.
Are there any questions or comments online?
There are no questions.
Are there any further questions from the room on resolution two? As there are no further questions, we will put out the proxy votes for resolution two, and they are now displayed on the screen. I now formally put resolution two to the meeting, and ask shareholders and other eligible participants to cast their vote if they have not already done so. I'll now hand back to Barry for resolution three.
Thank you, Anthony. Thank you to shareholders for their support. Resolution three is for the issue of performance rights to our Chief Executive Officer, Mr. Anthony Wamsteker. We are seeking shareholder support for the company to issue performance rights to Anthony. The company will disregard any votes cast on resolution three by or on behalf of any person referred to in listing rules 10.14.1, 10.14.2, or 10.14.3, including Anthony or any associate of that person or those persons, subject to the exceptions set out on pages 10 and 11 of the notice of meeting. The directors, with Anthony abstaining, given his personal interest in the outcome of this resolution, recommend that shareholders vote in favor of the resolution. The matter is now open for discussion by shareholders. Are there any questions or comments on the phone in relation to this resolution?
No, there are not.
Thank you. Any questions or comments online?
There are no questions online.
Thank you. Any questions in the room? Details of the proxy voting on this resolution are displayed on the screen. I will now formally put resolution three to the meeting, and ask shareholders and other eligible participants who have not already done so to cast their vote. That concludes the formalities of the meeting today. If you have not already voted, please cast your votes now as the poll will close shortly. For those attending online, you should now see a five-minute timer at the top of your screen counting down until voting closes. The results of the poll will be released to the ASX company announcements platform as soon as they are available this afternoon. On behalf of the board, I would like to thank all our shareholders for your support of Praemium during the year.
Thank you very much for your attendance, and I now declare the meeting closed, subject only to the determination and announcement of the results of the poll. Please join us afterwards for a chat or a cup of tea. Thank you.