Good morning, ladies and gentlemen. My name is Matthew Quinn, and I am the Chairman of Praemium Limited. Welcome to the 2026 annual general meeting. It is now the scheduled start time for the meeting, and I am advised that we have a quorum, so I declare the 2026 annual general meeting open. I would like to start by explaining the procedure for the meeting, including the protocol for asking questions and voting.
We are conducting the meeting with a virtual component provided by our share registry, MUFG. This hybrid format allows shareholders, proxies, attorneys, or representatives to attend virtually. All shareholders and their proxies, attorneys, or representatives have the ability to ask questions and vote today. The MUFG 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 submit questions at any time during the meeting, and they will be addressed at the appropriate time. For those shareholders who wish to ask a question verbally, an audio question facility is available during the meeting. To use this service, please mute the broadcast on the MUFG online platform and dial in online by the button labeled Go To Web Phone. You will 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 on a particular item of business, please state your name and the organization you represent before asking your question. Voting today will be conducted by way of a poll on all items of business. Instructions on how to vote through the MUFG online platform are displayed on the screen.
I will now formally open the poll on all resolutions and will give you a warning before I move to close the voting. For those voting shareholders, including by proxy, attorney, or corporate representative physically in the room with you today, you will have received a yellow voting card upon registration. Please complete the front of the voting card. Should you require assistance to do this, we have MUFG staff available to assist you. If you are attending online and are eligible to vote, you will need to register to vote through the MUFG online platform. Once you have registered, your voting card will appear with all the resolutions to be voted on by shareholders at the meeting. You do have the ability to change your vote up until the time that voting is closed.
Please note that if you cast a live vote at today's meeting, any vote by proxy previously submitted will be overridden. I would now like to introduce you to my fellow non-executive directors who are present at the meeting, Stuart Robertson, Katrina Efthim, and Justin Lipton, and our Acting CEO, Denis Orrock. Also with us today are representatives of the company's auditor, Grant Thornton, representative of the company share registry, MUFG, and representatives of the company's secretary, Acclime. I will conduct the meeting in three parts. I will first present a brief chairman's address. Our acting CEO, Denis, will then present his report. We will then move to the formal business of the meeting where we have a number of resolutions to put to shareholders. Questions from shareholders will be taken relevant to each item of business. I will now say a few words before handing over to Denis.
It is an honor to have been appointed Chairman of Praemium, and thank you for all your support in electing me as a Director today. There have been a number of changes to Praemium's Board and management over the last six months, and I would like to stress that this does not reflect in any way any fundamental issues within the company that should concern shareholders. Quite the contrary. The company is performing well and in line with expectations, and the previous Board and CEO made the right decision to rebuild the company's core technology platform. However, the new Board and Acting CEO will make changes aimed at improving performance through increased revenue and cost control, and we will bring an enhanced focus to the design, delivery, and risk management of the technology project. Importantly, this is not just a rebuild of the technology.
We are creating a new platform with modern architecture and coding that will progressively replace the existing platform, adding new utilities and functionality that will improve the productivity of our wealth management customers. It will enhance their ability to provide outstanding service to their clients with fast, accurate, and reliable advice aimed to give them a competitive edge in the wealth management sector. Praemium will be a dynamic company with a sole focus on generating revenue from market-leading products at high cash margins and with improved shareholder returns. The Board thanks our previous CEO, Anthony Wamsteker, for his service and looks forward to working closely with the management team led by our Acting CEO, Denis Orrock, over the next couple of months. The Board will undertake a formal process for recruitment of the new CEO.
Both internal and external candidates will be considered by the Board, and Denis has already flagged his interest in the permanent role. Haven't you, Denis?
Yes.
Thank you. We know from experience in working with him that Denis shares the Board's vision for Praemium to be a leading platform provider focused on delivering outstanding products to our customers. I will now ask Denis to present his report to the meeting.
Thank you. Thank you, Matthew. Good morning, everyone, and thank you for joining us. It is a privilege to lead Praemium. I have worked closely within the business, our clients, and our technology program for more than three years, and I know both the strength of the opportunity ahead and where we need to sharpen our focus. Praemium enters FY 2027 with positive momentum and an experienced executive team.
The focus now is straightforward: grow revenue, keep a close eye on costs, simplify the business where we can, and make sure the work underway translates into stronger earnings and better returns for shareholders. I will cover our progress in FY 2026, the market opportunity in front of us, and where we are focused in FY 2027. FY 2026 showed solid progress across the business. Platform FUA increased 10.8% to AUD 134 billion. Net flows more than doubled to AUD 1.93 billion, and Spectrum continues to scale strongly.
Revenue increased 5.7% to AUD 110.5 million, while underlying EBITDA grew 14.5% to AUD 32.1 million. Revenue also grew at more than twice the rate of underlying operating expenses. That shows the operating leverage in the business. Whilst underlying EBITDA increased, this did not translate to NPAT and cash flow due to amortization and a high amount of non-operating costs. We do not expect this high level of non-operating costs to recur, and we will be focused on delivering clean results with higher cash conversion.
To demonstrate this focus, our future reporting will be based on cash EBITDA. That is EBITDA less capitalized development expenditure, and this change will apply from first half 2027 results. The board has also taken the step of changing management incentive hurdles from EBITDA to cash EBITDA, which management wholly supports. This discipline gives us a stronger base from which to pursue a clear and substantial market opportunity.
Our latest research estimates there are now 1.33 million high net worth households in Australia holding AUD 4.6 trillion in investable assets. This segment grew by 10% last year compared with Australia's population growth of 1.4%. These clients typically have more complex needs across custodial and non-custodial assets, direct investments, tax structures, and intergenerational wealth challenges. That creates strong tailwinds for our business strategy over the next 5- 10 years. Advisers servicing this segment need better administration, better reporting, and a clearer whole-of-wealth view. Praemium is the market-leading platform built for high net worth complexity, with the capability and experience to help advisers manage sophisticated portfolios at scale and capture the growth of Australia's high net worth market. FY 2026 also put important foundations in place. We completed the OneVue transition, we brought Technotia capability into Praemium, and progressed major client implementations.
Those were significant pieces of work and they give us a stronger base for FY 2027. The focus now is to convert committed assets into revenue, remove unnecessary complexity from the business, improve the client experience, and keep progressing the platform transformation that supports future growth. Our current platform has served Praemium well for 25 years, but the architecture needs to be modernized so we can move faster, reduce manual processing, and give clients better functionality. This is not simply a technology refresh. It is a significant leap forward to a more modern, more flexible platform, which internally we call P2. It is being built to improve the user experience, increase adviser productivity, strengthen open integration, and give advice firms a stronger platform for managing complex client portfolios. The first release went live last month on schedule.
Much of the early work sits below the surface in the architecture and the operating model, so clients will not see every change straight away. They should start to see more meaningful improvements in functionality and the user interface from early calendar 2027, with the transition to P2 substantially complete by the end of calendar year 2027. P2 also gives us more room to improve the platform over time. We will use automation, AI, and machine learning where they make a real difference, taking manual work out, speeding up processing, improving accuracy, and giving advisers more time back. For clients, the aim is not just a newer platform, it is a platform that helps them run their business more efficiently, serve their clients better, and compete more strongly. The technology changes also support our efficiency program.
We expect around AUD 9 million in annualized savings from the benefits of the Technotia acquisition, including greater control over development capability and lower technology staff costs as legacy systems and duplicated works are removed. These savings are an important part of improving Praemium's cost base and supporting stronger earnings over time. FY 2027 is not about changing direction. It is about executing against the strategy already underway, growing in the market where we have a real advantage, simplifying the business, delivering the next stages of P2, and making sure that progress is reflected in stronger earnings and better shareholder returns. I'd like to say thank you to our clients, employees, and our shareholders for your continued support. I look forward to updating you to our progress. Thank you, Matthew.
Thank you, Denis. We'll now move to general questions, and these general questions don't relate to any of the specific resolutions or the financial statements. They will be dealt with at that time. If you have questions relating to those, please hold them for now. Are there any general questions regarding the operations or business of the company, or in relation to the addresses that Denis and I have just given? Thank you. If you could please take the microphone and introduce yourself and the company that you represent.
Thank you. [Peter Calogero] is my name.
Is your microphone working? I don't think it is.
That's what I'm trying to figure out. Hold on. Does that work? No. That one?
Yeah.
Okay. Right, it works now. [Peter Calogero] is my name. I'm a shareholder.
I've got a couple of questions. One is about First Guardian, but I'll be very careful with the way I ask the question—
Yeah.
—knowing that there's legal issues afoot. The question on First Guardian is what lessons have we learnt from this imbroglio, and how do we make sure that a similar product does not make it onto our platforms in future?
It's a very good question, and one that there's been a lot of scrutiny about over the last couple of years. I think the whole principles of investment governance and looking at what products are on our systems and are on our platforms is a key issue for the whole industry. This goes well beyond Praemium. This is a whole of industry issue. It also really highlights the significant role of the trustee in basically allowing and approving what goes onto a platform. Because whilst Praemium has a role to play with this, and in this case, as you'd be aware, a lot of this was inherited through the OneVue platform, which we acquired. So we actually acquired this business with these investors already on the platform, so it didn't go through our investment governance process at the time we inherited it.
But it really shows the very important role that the trustee has in being the ultimate arbiter of what goes on a platform and what people can invest in. You can see that some trustees have already acknowledged that responsibility in the settlement that they've met with ASIC and have provided funds back to the original investors, and it's why that ASIC is taking legal action against the trustee that was involved in our business. But I should stress that Praemium does not have any direct legal exposure for this because we are not the trustee. The trustee has lodged a cross claim against us, which we are fighting, but there is no direct action by anybody, including ASIC, against us.
Thank you.
Does that answer your question?
Yeah. I just go all the way back to Estate Mortgage.
Yeah.
I've seen quite a few of these over the years.
Yeah.
Okay. Now, the next one, I am not sure whether this is the right time to ask it or later on with the election of the various directors. I will ask it, and if it is the wrong time, we can possibly answer it later. Okay. Something like this. Losing a senior executive is unfortunate. Losing two senior executives in a short period of time can be seen as careless. Now, we have not only lost two senior executives in the short period of time, we have got a new chair, and we have got several new directors in a very short period of time. From a shareholder's point of view, it looks like there is a bit of upheaval there. Now, I know you said in your address this does not reflect fundamental issues with the company that should concern shareholders, but it is not a good look.
How are we shareholders confident not just that all this is behind us, but that there won't be repercussions as a result of all this upheaval?
That's a good question. I'd just like to clarify, there has only been one executive change, which was the CEO. If you're talking about the other executive, which was Daniel Lipshut, who was the CEO of Technotia, he'd only been in that role for a very short period of time, so there was not really any loss of institutional knowledge because he'd previously been a non-executive Director. The only executive that we've lost of significance is the CEO.
What about the Chief Financial Officer?
Oh, that was 18 months ago.
Yeah.
So that's—
Within the last two years.
Yeah, it is. But those changes are fairly normal for companies to change CFOs every few years. Changes of CEOs are quite normal as well. The difference this time around, and we're very fortunate to have Denis, who's been with the company for several years now, who has massive industry experience, who can step in on an acting basis and, as we said, put his foot forward for the role as well. But there is a lot of institutional knowledge and experience within the rest of the executive team. Even with the change of CFO, our CFO now has been with us for 18 months, which is quite some time. The issue this time around is not just the change of executives that you're referring to, because that is quite normal. It's the change of board at the same time.
Yes, it is a lot of change, and you said it's not a good look. But I would argue that having several directors who've all been there for 10 years with no change is probably a worse look, because that's not healthy for any organization to have directors who are there for such a long time without change and renewal as well. The corporate governance guidelines actually don't dictate, but they highly recommend that directors don't serve any more than three terms, nine years. In our case, several directors had been there for 10. That means that of the four non-executive directors who are here now, Stuart has been on the board for close to 10 years, or will be next year. The rest of us are fairly new on board in the last six months. But we bring really good, relevant experience to this company.
I'm very confident, having spent some time with those now fellow board members that we have the right balance and capability within the business, and the appropriate level of corporate knowledge within the management team as well.
Yeah. It's not change I'm concerned with. It's just that it's happened all at once rather than on a gradual basis.
Yes.
If it was on a gradual basis, say, one every three years or something—
Yeah.
—it would still give you that change, but without what looks like a bit of upheaval.
I agree with that, and I think it's probably, looking back to the company, lessons learned, the company should have had that change over time. Most companies do have turnover every three years when directors are up for election. But in this case, the company had several directors who had all been there for the same time, close to 10 years. Therefore, the changes all come at once, which is probably not good succession planning, and it's something certainly that I'll be, as new Chairman, much more focused on to have ongoing board renewal. We've already started that process as well. Stuart, who will be coming up for reelection next year, that will be nine years, close to 10 years.
Stuart has already advised that he's unlikely to stand for reelection, so we've already started the process of renewal to find somebody with Stuart's background and experience in the platform industry to replace him. Getting ready for that change and having orderly change is a good thing, but it hasn't happened at this company, which is unfortunate, I agree. Thanks for your question. Are there any other questions from the floor? Do we have any questions from the phone or online?
I'm just, oops.
We do? Yes. No, we don't. Okay.
Sorry. I am just waiting for the phone, operator. We do not have any questions.
I am getting a thumb here, which I thought meant we do, but we actually do not. No, so thumb is down, no. Okay, that is good. I get that one. Okay, so we will now go to the business of the meeting. The notice of meeting has been circulated to all shareholders, and I will take it as having been read. I will provide an opportunity for questions on each resolution and would ask shareholders to limit your questions to the resolutions put before you. I confirm that Violetta Dibra from our share registry, MUFG, has been appointed to act as the Returning Officer for the purpose of conducting and determining the results of the poll. I will vote all undirected proxies provided to me as the chair in favor of all resolutions.
On the screen, you will see the results of the proxies received prior to the meeting, indicating strong support for all resolutions. The first item of business is consideration of the financial statements and reports. The company's annual report, comprising the financial report, the directors' report, and the auditors' report for the financial year ended 30 June 2026, was released to the market and made available on the company's website on 26 August 2026. There is no requirement for a resolution that the annual report be adopted. However, these materials have been circulated and are open for discussion. I will take the annual report as read, and I invite any questions that shareholders may have in relation to the annual report or the directors' report or the company's audit report. Are there any questions in the room? Are there any questions online or by phone?
There are no questions.
There are no questions by the phone lines.
Thank you. We will now move to the general business, and there are four 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. I shall go through each resolution individually. Resolution one is adoption of the remuneration report. The first item of business is the adoption of the remuneration report for the financial year ended 30 June 2026, as set out in the 2026 annual report. The vote on this resolution is advisory only and does not bind the Directors of 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.
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 12 of the notice of meeting. In relation to the remuneration report, are there any questions from the room? Are there any questions online or by phone?
There are no questions by the phone lines.
No questions online.
Thank you. Election of Justin Lipton as a Director. This is resolution two, and the election of Justin Lipton, who retires by rotation in accordance with the company's constitution, and being eligible, offers himself for election as a Director. Justin was appointed to the Board as a Non-Executive Director in April 2026. Biographical background information about Justin is set out in the notice of meeting. The Directors, with Justin abstaining given his personal interest in the outcome of resolution two, recommend that shareholders vote in favor of resolution two. Are there any questions from the room? Are there any questions from the phone or online?
There are no questions by the phone lines.
Thank you. Resolution three is the election of Katrina Efthim as a Director. She retires by rotation in accordance with the company's constitution, and being eligible, offers herself for election as a Director. Katrina was appointed to the Board as a Non-Executive Director in April 2026. Biographical background information about Katrina is set out in the notice of meeting. The Directors, with Katrina abstaining given her personal interest in the outcome of resolution three, recommend that shareholders vote in favor of resolution three. Are there any questions from the room? Are there any questions online or by phone?
There are no questions by the phone lines.
Resolution four is the election of myself, so I will vacate the chair and hand over to Katrina for this matter.
Thanks, Matthew. The next item of business relates to resolution four, the election of Matthew Quinn, who retires by rotation in accordance with the company's constitution, and being eligible, offers himself for election as a Director. Matthew Quinn was appointed to the board as a Non-Executive Director in June 2026. Biographical background information about Matthew Quinn is set out in the notice of meeting. The Directors, with Matthew Quinn abstaining, given his personal interest in the outcome of resolution four, recommend that shareholders vote in favor of resolution four. Are there any questions from those in the room? Are there any questions from the phone or online? There are no questions via the phone lines. Thank you. I will now hand back to Matthew.
Thanks, Katrina. Are there any final questions from shareholders before I close the meeting? If you haven't already cast your vote, please do so now. For those attending online, you will 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 and placed on our website as soon as they are available this afternoon. On behalf of the board, I'd like to thank shareholders for their support of Praemium during the year and just ensure that you have our commitment to making this company stronger and better. I now declare the meeting closed, subject only to determination of the announcements of the results of the polls.
I do encourage shareholders and others who are here today, friends and advisors, we have the board here, and we have all of our senior management in the room. Please join us for a cup of tea afterwards and feel free to mingle and ask our team any questions that you may have. Thanks for your attendance.