Good morning, everybody, both in the room and online. It's great to have you here for our 2025 Annual General Meeting. I'm Andrew Fairley, and I'm the Independent Chair of Qualitas, and it's my pleasure to be hosting this Annual General Meeting today. On the basis that it's 10:00 A.M., as we've advertised in our materials, and that there is a quorum, I'm happy to declare this AGM open, and let's proceed with our business. Let me commence by acknowledging the traditional custodians of the country on which this building is built, the Wurundjeri people of the Kulin Nation, and to pay respects on your behalf to elders past and present, and to any First Nations people online with us today, and to also celebrate their continuing connection to country and culture.
Today's meeting is being held in a hybrid format, allowing shareholders and proxies to participate in person or via the virtual meeting platform. Perhaps now I'd like to introduce to you our Board of Directors, and let me start by introducing our Group Managing Director and Co-founder, Andrew Schwartz. You want to stand up, or you just... Joanne Stevenson, who is our Independent Non-Executive Director and Chair of our Nomination Remuneration and Culture Committee, Joe. Mary Plowman, who's also an Independent Non-Executive Director and Chair of the Audit Risk and Compliance Committee. Darren Steinberg, an Independent Non-Executive Director and Chair of the Investment Committee. Bruce McDermott, an Independent Non-Executive Director, and we'll deal with the matters of Bruce and his formalisation of his appointment later in the meeting.
Joining us today as part of our executive team are Philip Dowman, the Chief Financial Officer; Tim Johansson, the Global Head of Investment and Funds Risk; Kathleen Yeung, the Global Head of Corporate Development; and Michelle Christo, the Head of People and Culture. Also joining us from KPMG are Maria Trinka and Luke Sullivan, representing the external auditor, and our Company Secretary, Terrie Morgan. I would also like to welcome all of the Qualitas employees that are here and also online sharing this Annual General Meeting with us. The agenda for today's meeting is that we'll have my address as the Chair, then Andrew will give his Group Managing Director's address, then we will have a series of formal items of business that are set out in our Notice of Meeting, followed by general questions to shareholders.
Let me say a little bit about the voting procedures for those of you who have not voted already. Voting on all resolutions will be conducted by way of a poll. Shareholders may have voted prior to the meeting or may vote today either in person or online. Voting exclusions are applied automatically by the registry system, and voting is now open and will close five minutes before the conclusion of this meeting and the business items that are relevant to those votes. Results will be announced to the ASX and published on our website later today. Questions in relation to the matters that are before us will be taken from shareholders in the room, followed by those submitted online. Written questions from online participants can be submitted at any time via the Ask a Question button, and Company Secretary Terrie will read out the relevant written questions during the meeting.
If we receive multiple questions which are similar, we'll aggregate them into one and choose to answer the broadest question that covers the others. We make every attempt to answer all questions today, but if time constraints prevent us from doing that, then responses to those unanswered questions will be posted in the Investor Centre on the Qualitas website after our meeting today. In the unlikely event of a technical failure or some other issue involved with our technology, I may proceed if the quorum is unaffected, or I may call a short adjournment if a large number of shareholders are impacted, or indeed adjourn the meeting to another time. Communication will be made via an ASX announcement in the event that that happens. The registry provider, MUFG, will contact affected shareholders directly via email or SMS.
If we must adjourn the meeting, we will make an announcement to the ASX with all the relevant details of that. The Qualitas share register, the registry provider MUFG, is conducting a poll today, and Anthony Springer is the returning officer for this. Let me turn now to my Chair's address. The financial year 2025 marks another step towards our vision at Qualitas of becoming a leading global client-led investment manager. We aim to generate best-in-class long-term value and continue to attract top talent in our industry. Reflecting on a year of strong performance, several key differentiators continue to set Qualitas apart and have contributed to our steady growth in funds and investments under management. These include our long track record, which has built a strong reputation and trust amongst investors and borrowers, and our ongoing commitment to quality and discipline.
Since inception in 2008 through to the end of FY2025, Qualitas has made 377 investments with a combined total of AUD 34 billion. We remain steadfast in our commitment to quality over volume, ensuring every investment is supported by comprehensive due diligence. In an increasingly supportive capital-raising environment, we've seen a shift of private credit capital towards the Asia-Pacific regions, with Australia emerging as a preferred growth market. Overseas investors are attracted by our stable regulatory environment, our structural housing undersupply, and attractive yields. Our 17-year track record in Australia positions us well to capitalise on these opportunities. In the 2025 financial year, Qualitas's normalised net profit before tax was AUD 53 million, with a statutory net profit after tax of AUD 33 million, up 36% and 28% respectively year- on- year.
This was supported by strong growth across key funds management metrics, which also drives earnings momentum into the next financial year, reinforcing our confidence in continuing the strong growth trajectory. A fully franked dividend of AUD 0.075 per share was declared, bringing the total dividend in the year to AUD 0.10 per share, which is a 25% increase over FY24, reflecting our strong balance sheet, solid cash flow, and our growth momentum. Let me now make some comments about our people inspired by our vision. We remain focused on building a strong, high-performing team with deep industry expertise supported by technology and a commitment to operational excellence. Over the past year, we strengthened our investment team through several senior appointments, enhancing our origination and our structured finance capabilities.
To further drive productivity and efficiency, we established a dedicated transaction management team to streamline investment documentation, to deliver complex structuring solutions, and improve execution for our investment team. We are also embracing the transformative potential of artificial intelligence, embedding it across our investment operations to set new standards in capital efficiency and client service. Reflecting this focus, we appointed a Chief AI Transformation Officer in August 2025 to lead this development of scalable AI-driven solutions and to identify opportunities that will accelerate our growth and our strategic objectives. We recognize that our people and culture are fundamental to our success. As we continue to grow, we remain focused on preserving what we call the Qualitas Way, staying true to our entrepreneurial spirit while upholding the highest standards of performance and discipline. We remain focused on developing the next generation of talent by creating clear pathways for careers for high performers.
We continue to hire the best people for each role, regardless of location. Our Sydney office has grown from 13 full-time employees four years ago to 37 today, reflecting the strength of our platform. Our Brisbane office is continuing to expand, supported by a recent senior hire in the originations team. At 30 June 2025, our funds under management and deployed capital under peak draw reached AUD 10.5 billion. We continue to broaden our investor base with increasing support from institutional investors and a growing footprint in Asia. Qualitas is becoming the preferred alternative fund manager in Australian private credit for global institutional investors. In line with our long-term vision, we continue to pursue both organic and inorganic growth opportunities. That includes expanding our geographic footprint and broadening our platform beyond commercial real estate. We're also focused on growing into adjacent sectors within private credit.
Our deep expertise across real assets and private credit gives us a very strong foundation to build on and leverage these capabilities, and our trusted institutional relationships with those we're well positioned to realise our vision of becoming a global investment manager. Our goal is to offer investors access to both domestic and international investment strategies. We continue to focus on integrating and managing appropriate ESG measures across the organization funds and our investment processes. Over the past year, we've progressed on some key initiatives, which include supporting the decarbonization of built environment through our sustainable finance program, supporting our First Nations reconciliation through the Innovate Wrap, continuing to support charitable partnerships with which we're involved addressing youth homelessness, youth mental health, and children's health. We're proud to have joined the UN PRI's Private Debt Advisory Committee as the sole Australian representative credit manager.
Effective corporate governance remains central to our approach. The board and its committees regularly review our governance and our risk management processes, including board composition, to ensure they're effective and aligned with industry best practice. The recent ASIC review of the private credit sector reinforces the importance of strong governance, genuine transparency, and above all, acting in the best interests of investors as the stewards of their capital. Qualitas maintains a robust governance framework and a comprehensive conflict management arrangement, and our institutional approach ensures that we continue to pursue enhancements across our funds management platform. We support ASIC's focus on raising standards across the industry and share its goal of improving transparency and sustaining investor confidence. Board movements. Let me talk a little bit about board movements in the last year. This has brought some important changes to our board's composition.
In October 2024, we welcomed Darren Steinberg as an Independent Non-Executive Director. Darren brings extensive experience from his diverse, more than 30-year career in the property industry. We also farewelled Brian Delaney, who retired after three and a half years of valued service as a director with us. I really want to thank Brian for his significant contribution and guidance over those years. In April this year, Bruce McDermott joined the board as an Independent Non-Executive Director, bringing his more than 30 years' experience across investment banking and capital markets. Bruce is a highly regarded investment professional whose expertise has already proven particularly valuable to the board and the role that he plays in our committees. These appointments further strengthen our board's expertise and knowledge, and we continue focusing on executing our strategic vision and delivering long-term value to our investors and our shareholders.
Over the past month, two substantial shareholders, including Andrew, our Group Managing Director and Co-founder, have sold a combined 45 million shares. These transactions have enabled the introduction of more than 10 new institutional investors to our register, enhancing trading liquidity and positioning us well for a potential index inclusion in the future. Over the past 12 months, the number of institutional shareholders on our register has increased from 24 to 50. This demonstrates growing investor confidence in Qualitas, along with a broader recognition of our business model, our strong track record, and the sector in which we operate. In closing, Qualitas's strong results reflect the dedication of our entire team. On behalf of the board, I want to thank you all for your dedication, your enthusiasm, and your hard work.
Your efforts have played a key role in us delivering another successful year of strong financial results to our shareholders, and we really appreciate your commitment in enabling that to happen. I want to acknowledge and thank my fellow board members that are on display today. Your collective experience and your individual wisdom are vitally important to our business and to the conversations that occur in our boardroom. As we continue to focus on delivering long-term value to our clients, investors, and shareholders, I remain confident in our trajectory and our ability to execute on our strategic vision. I now want to invite our Group Managing Director and Co-founder, Andrew Schwartz, to share further insights on Qualitas's results and growth over the last year. Andrew.
Thanks, Andrew. Good morning, everyone. Thanks for joining us today.
The 2025 financial year was another landmark year for Qualitas, delivering record earnings growth and strong margins across our funds management business. Importantly, we delivered these results while continuing to invest in the future of our business. From a deployment perspective, financial year 2025 marked an inflection point for commercial real estate activity in Australia. Earlier this year, I noted during the first half results presentation that a supercycle was emerging in residential development. The momentum we are now seeing supports that view, with strong investment activity across all real estate asset classes, but especially in the residential sector.
This is underpinned by several factors: three cuts to the cash rate this year, with interest rate outlook stabilizing. Population, employment, and income growth supporting sustained demand for commercial real estate assets. A generally resilient macroeconomic outlook in Australia. Signs of recovery in office and retail assets. A stabilizing construction cost in most states of Australia, improving project feasibility. From a borrower demand perspective, we are witnessing more transactions in the market, particularly those who have large loan requirements. At the same time, borrowers are seeking scalable and flexible financing solutions to enhance returns. Global institutional investors are increasingly drawn to Australian real estate private credit for its compelling risk-adjusted returns. Against this backdrop, Qualitas is well positioned to benefit from the ongoing bifurcation in global private credit markets. Capital continues to flow towards a select group of managers with proven track records.
The combination of robust demand for alternative capital and a favorable deployment environment creates a powerful tailwind for our continued growth. These favorable conditions have underpinned a strong financial year 2025 result. Pleasingly, we once again achieved strong top-line growth across all key revenue categories. Our exceptional growth in fee-earning fund continued, increasing by 28% to AUD 8.7 billion. This underpinned increases in base management fees and principal income, both of which rose by over 30% year- on- year. Our performance fee revenue also grew, reflecting the strong returns and successful track record of our credit funds. Normalized group EBITDA of AUD 56.5 million was 35% higher than previous year due to an increase in fee-earning fund, higher performance fees, and improved balance sheet efficiency. These strong results enabled us to deliver enhanced returns to our shareholders.
We declared a final fully franked dividend of AUD 0.075 per share, bringing the total dividend for the year to AUD 0.10 per share, a 25% increase over FY 2024. This increased dividend reflects our robust balance sheet, strong cash flow, and the growth momentum at Qualitas. We continue to strengthen institutional loyalty and borrower trust. This year, we deployed a total of AUD 4.6 billion, with 77% originating from repeat borrowers. By the end of FY 2025, our total committed funds under management and peak draw capital deployed reached AUD 10.5 billion, representing a 17% increase on a like-for-like basis from FY 2024. We finished the financial year with a cash balance of AUD 149 million. The balance sheet yield reached approximately 9% in FY 2025, with further growth expected in drawn co-investments in FY 2026.
In the first four and a half months of financial year 2026, we have seen strong momentum in deployment, with closed transactions since the start of the financial year, current investment committee approved and mandated investments, together referred to as our pipeline, reaching AUD 4.9 billion as at the 17th of November 2025. This represents a 70% increase compared to the figure reported at last year's AGM. We are currently mandated on several large opportunities with cheque sizes over AUD 300 million each. These now represent around 55% of our pipeline and include one significant construction credit opportunity of more than AUD 1 billion. These large investments demonstrate the scale and calibre of opportunities we are now capturing. It is important to note that mandated opportunities remain the subject of due diligence and investment committee approval.
These larger opportunities are complex and may not close before the end of the calendar year or may not ultimately receive investment committee approval. The strong growth rate of last year's pipeline partially reflects the timing of a surge in larger transactions coming in our pipeline compared with a relatively quieter FY2025. Nevertheless, the substantial uplift in our pipeline demonstrates clear and accelerating momentum due to more favorable market conditions, especially in terms of more activity in the market and Qualitas continuing to have compelling capital solutions for our borrowers. After three years of subdued market conditions, we are seeing a return to a more active and familiar market environment, one in which Qualitas is very well positioned to perform.
We are also seeing the pipeline broaden beyond the residential and senior private credit, with non-residential investments now representing 15% of the pipeline and structured credit accounting for 12% of the pipeline. In addition to the supportive macroeconomic conditions I mentioned earlier, this growth in our pipeline is underpinned by strategic investments in our origination teams, which is now delivering tangible results, and the strength of the Qualitas brand, which provides borrowers with confidence and capital certainty. It is also important to note that the higher deployment will allow growth in transaction and base management fees. Strong deployment in mandates with upfront acquisition fees drives transaction fee growth in the current reporting period. Increases in base management fees typically follow in subsequent periods as fees are accrued for the full reporting period, and for construction credit mandates, fee loads increase progressively as capital is drawn.
As we pursue these opportunities, we remain committed to strengthening our platform for sustained growth. As mentioned by Andrew over the past year, we appointed several new senior team members, expanding our origination and structured finance capabilities. We are also embedding artificial intelligence, AI, into our investment operations through the appointment of our Chief AI Transformation Officer. This reflects our strategic commitment to building a more scalable and efficient platform in the future. This commitment to growth is also reflected in our recent move to new premises at 101 Collins Street, Melbourne. This modern, sustainable workplace provides a flexible technology-enabled environment that supports our people in delivering the best individual and team outcomes. Capturing both our growth ambitions and unwavering standards, we launched an updated brand identity anchored by a new brand, Essence Realize Excellence. Qualitas is strategically positioned to capture multiple growth tailwinds.
Global capital inflows continue to favor Australia, a key advantage for Qualitas, supported by our diverse institutional investor base. Commercial real estate momentum is building, driven by population growth, stabilizing construction costs and interest rates. Our extensive origination network, trusted brand, and strong capital base also positions us to benefit. Based on no material adverse change in current market conditions, we reaffirm our guidance for this financial year of between AUD 60 million and AUD 66 million in net profit before tax and earnings per share of between AUD 0.14 per share and AUD 15.40 per share, excluding mark-to-mark movements for Qualitas co-investments in the Qualitas Real Estate Income Fund and QRI capital raising costs. Our success begins and ends with our people. The talent, dedication, and teamwork I see across Qualitas every single day makes me incredibly proud to lead this company. Thank you, team, for your commitment to excellence.
Our results this year and over the past 17 years reflect the entrepreneurial mindset and unwavering high-performance standards, which is the Qualitas way. Thank you to our board members for your ongoing guidance and support. I will now return to Andrew to continue the meeting.
Thanks, Andrew. We now move to our formal items of business. You'll note that the notice of meeting was lodged with the ASX on the 20th of October and is available on the Qualitas website. Each resolution will be decided by a simple majority of votes cast. Each resolution set out in the notice of meeting is to be considered as an ordinary resolution and passed by a simple majority of votes cast by shareholders present in person or by proxy who are entitled to vote.
We'll display the votes of shareholders and proxies received prior to the meeting following discussion of each item of business. For all items of business and in accordance with any voting exclusions that apply to each resolution, undirected proxies have been given to me as Chair or any of my fellow directors and will be voted in favor of those items. I remind you that voting has opened and will close five minutes after the formal items of business, and the results of today's meetings will be released to the ASX and published on our website. I want to remind shareholders attending online that written questions can be submitted to the meeting during the meeting by clicking the Ask a Question button, and I encourage shareholders who have questions to submit them as soon as possible.
Shareholders and proxies attending our meeting today will be given the opportunity to ask a question on each item as we deal with that item. We'll then address questions on the resolutions as we proceed through each of these items. General questions will be addressed in the general business section of the meeting following the conclusion of the items that require a resolution. I want to take questions in the first instance and direct the questions received to the appropriate member of the board and management team if that was necessary for a response as required. The first item of business is to receive and consider the financial report of the company and its controlled entities and the reports of the directors and auditors for the year ended 30 June 2025.
This item of business is for discussion only as the Corps Act directs that no vote is required on it. The annual financial report, directors' report, and auditor's report are contained in the company's 2025 annual financial report, which was provided to the shareholders in August this year. Auditors KPMG provided an unqualified opinion in relation to the financial report. As I noted earlier, the KPMG partners, Maria Trinka and Luke Sullivan, join us today and are available to respond to questions relevant to the conduct of the audit and the preparation and content of their independent auditor's report and independence declaration. Shareholders were invited to submit questions to the auditors on the content of that auditor's report and the conduct of the audit itself, but no questions were received. I now invite questions from shareholders on this item of business.
I'll initially take questions from shareholders and proxies in the room, followed by online questions. Are there any questions from the room? Terrie, are there any questions online?
No, there are no questions on this item.
Thank you. We'll now move then to our next item of business, which is the adoption of the remuneration report. This is the adoption of the remuneration report for the year ended 30 June 2025. It's advisory only and does not bind us as a company or the directors. Excuse me. The board submits its remuneration report to shareholders for your consideration and approval. The remuneration report is set out on pages 42 to 52 of our 2025 annual report. It sets out the remuneration policies of the company and reports on the remuneration arrangements in place for the company's key management personnel during the 2025 financial year.
The Corporations Act requires companies to put the remuneration report to a non-binding vote to enable shareholders to voice their opinion on matters included in the report. I now invite questions from shareholders on this item of business, noting that aspects of the remuneration report are also the subject of resolutions that we will be addressing later in the meeting. Are there any questions on the remuneration report? Terrie, are there any questions?
No, no questions online.
Thank you, Terrie. Proxy votes received for this resolution are displayed on the screen. I now put the following resolution to the meeting: that the remuneration report of the company, which forms part of the directors' report for the financial year ended 30 June 2025, be adopted. If you have not already done so, please complete your voting card for this item now. Let me move to the next item of business.
At today's meeting, we're asking shareholders to consider three resolutions under item three. That is the re-election of myself and Joanne Stevenson and the election of Bruce McDermott. As an ASX-listed company, Qualitas is required to hold an election of directors annually under the ASX Listing Rule 14.5. Under Listing Rule 14.4, a director must not hold office without re-election past the third annual general meeting following the director's appointment or three years, whichever is the longer. In the case of a director appointed to fill a casual vacancy or addition to the board, they must stand for election at the next annual general meeting following their appointment. I will now turn to each of those individually. Item 3A involves the election of myself as a director.
I'm now going to hand over as the Chair of the meeting to our Group Managing Director, Andrew Schwartz, to conduct this item of business.
Thank you, Andrew. Shareholders will, of course, be familiar with Andrew, who has served on Qualitas boards and committees since 2017. Andrew has over 40 years of experience as an equity and commercial lawyer and is a leading practitioner in superannuation law and practice. He has been the Independent Chair of the Qualitas board since 2021. Shareholders approved his appointment at the 2022 AGM. He has also served on three board committees: the Audit, Risk and Compliance Committee, the Investment Committee, and the Nomination and Remuneration and Culture Committee. Before joining the Qualitas board, Andrew was an Independent Director of Qualitas Securities, the trustee for various Qualitas funds. I'll now invite Andrew to address the meeting. Thank you.
I'm pleased to be seeking re-election to the Qualitas board and to continue my involvement with the company. Sorry. I don't know whether you heard that first bit, but I'm pleased to be seeking re-election to the Qualitas board and to continue my involvement with the company. Over the past eight years, I've seen the business grow and move from strength to strength, establishing itself as one of Australia's leading alternative real estate investment managers. I've built a lengthy career in the law, mainly focusing as an equity lawyer and a commercial lawyer, which I have been practicing for more than 40 years. It's pretty scary. In 1993, I founded Australia's first specialist superannuation law firm, providing legal services to trustees of industry, corporate, and public sector superannuation funds.
I later established and chaired the Law Council Superannuation Committee for 10 years, and I now practise as a consultant to a significant Melbourne law firm. My current board commitments beyond this current Qualitas board are as a director of the Melbourne Convention Centre Trust, the director of Golden Valley Water, as emeritus chair of the Sir Andrew Fairley Foundation, and deputy chair of the Mornington Peninsula Foundation. I've previously been a chair and board member of various superannuation, not-for-profit, and government boards. If elected by the shareholders today, I look forward to continuing to provide guidance on a range of opportunities that lies ahead for Qualitas.
Thank you, Andrew. The directors, excluding Andrew, unanimously recommend that shareholders support this resolution. Shareholders are now invited to ask any questions regarding this item. Can I ask if there's any questions? Terrie, are there any questions online for this item?
There are no questions for this item.
Thanks very much, Terrie. Proxy votes received for this resolution are displayed on the screen. I now formally move the resolution by poll for Andrew's re-election as set out in the notice of the meeting. If you have not already done so, please complete your voting card for this item now. I'll now hand the chair of the meeting back to Andrew.
Thank you very much for the confidence that you have shown in me. We'll now move to item 3B, the election of Bruce McDermott as an Independent Non-Executive Director. As mentioned earlier, Bruce joined the Qualitas board in April, leveraging his extensive expertise as a highly respected investment professional for over 30 years in investment banking and in capital markets. Since then, he's been a member of the Audit, Risk and Compliance Committee and the Nomination, Remuneration and Culture Committee.
I now will invite Bruce to address the meeting.
Thank you, Andrew, and good morning, everyone. Can you be heard online? Yeah. Thumbs up. Thank you. It's my pleasure to address the meeting today as the newest director appointee and to seek your support for my election. My background is in financial services, particularly investment banking and capital markets. I have extensive international experience, having worked with several major investment banks across Asia, Europe, the Middle East, and North America during my 30-year career. More recently, I served as chair of investment banking for Goldman Sachs in Australia and New Zealand before stepping down at the end of 2023. I believe this corporate experience enables me to provide valuable insights and guidance as a director of Qualitas. I currently serve on the boards of Washington H.
Soul Pattinson and Company, the Treasury Corporation of Victoria, the Sydney Children's Hospital Network, and I'm also a member of the University of New South Wales Law Council Advisory Board. Thank you, Andrew.
Thank you, Bruce. The directors, obviously except Bruce, unanimously recommend that shareholders vote in favor of this resolution. Shareholders are now invited to ask any questions regarding this item. Are there any questions? Terrie, are there any questions online?
There are no questions for this item.
Thank you. Proxy votes received in relation to this resolution are displayed on the screen. If you've not done so already, please complete your voting card for this item now. I want to formally move the resolution by poll for Bruce McDermott's election as set out in the notice of meeting. That's terrific. Congratulations, Bruce. Item 3C is the re-election of Joanne Stevenson as an Independent Non-Executive Director.
Joanne has extensive experience in finance, accounting, risk management, and governance, spanning more than 25 years across various industries. She was appointed as an Independent Non-Executive Director of Qualitas in 2021, gaining shareholder approval at the 2022 AGM. Since her appointment, JoAnne has served as Chair of the Nomination, Remuneration and Culture Committee and previously as Chair of both the Audit, Risk and Compliance Committee and also Chair of the Investment Committee. I now invite Joanne to address the meeting.
Thank you, Andrew. Good morning, everyone. It's a real pleasure to speak with you this morning as our shareholders and seek your support for my re-election today. As indicated, my executive career was as a chartered accountant working for the majority of my career in the insolvency and advisory divisions of KPMG in Australia and in the U.K. I've held numerous directorships across various listed companies since 2012.
In addition to my responsibilities on the board of Qualitas, I currently serve on the listed company boards of Lifestyle Communities, Helia Group, and Insurance Australia Group. I also serve on a private entity, Estia Investments, which is a privately owned operator of aged residential care facilities. Through my current and prior board positions with Challenger, Jipara and Estia and Lifestyle Communities and Maya, I bring an understanding of commercial property across a number of different sectors: commercial real estate more broadly, seniors and aged living, and retail. This experience, combined with my understanding of credit and operational risk, allows me, I think, to bring an understanding and insight to the Qualitas board. It's an exciting time in Qualitas's growth journey, and with your support, I look forward to working with my board and management colleagues to optimise shareholder outcomes as we execute against the strategy. Thank you.
Thanks, JoAnne .
The directors, obviously excluding Joe, unanimously recommend that shareholders support this resolution. I now invite any questions on this item. No questions in the room. Any questions online? No questions online for this item. Proxy votes received are displayed on the screen. If you've not already done so, please complete your voting card for this item now. I now formally move the resolution by poll for Joanne's re-election as set out in the notice of meeting. Congratulations, Joe. The next item is item four, the allocation of loan shares to the Group Managing Director. Item four seeks approval for the allocation of loan shares to Andrew, Group Managing Director and Co-founder, under the company's long-term incentive loan plan. The company proposes to grant loan shares to Andrew as a long-term incentive under the plan. The incentive opportunity being awarded is AUD 1.65 million.
As the loan will need to be repaid under the terms of the grant, the company has had the proposed arrangement valued by an independent valuer as outlined in the explanatory notes that have been circulated. Loan shares may be delivered to Andrew under that loan plan, either by issuing the shares or by procuring the transfer of shares purchased on market. While the company has not yet made any decision to issue new shares or acquire shares on market to satisfy the proposed delivery of the loan shares to Andrew, shareholder approval under ASX Listing Rule 10.14 is being sought to provide the company with the flexibility to either issue new shares if it determines or if it's appropriate to do so as a matter of good governance or to buy on market. I now invite questions on this item. Are there any questions?
Terrie, are there any questions online?
There are no questions online.
Proxy votes received for this resolution are displayed on the screen. I now propose the resolution as set out in the notice of meeting and put the resolution to a vote by poll. If you've not already done so, please complete your voting card for this item now. Thank you. I now move to item five, the renewal of the Qualitas Employee Equity Plan, QEEP. Resolution five seeks shareholder approval for the purposes of Listing Rule 7.2 to approve the issue of securities under the Qualitas Employee Equity Plan, which was last approved at the 2022 Annual General Meeting for a further three years from the date of this meeting.
The market for talent is highly competitive, and it's important that we have the right incentive compensation structures in place to ensure that we can compete effectively in the market to attract and retain talented and experienced executives. The board therefore considers that it's desirable to continue the employee incentive scheme pursuant to which the company can issue shares or other equity-based awards to attract, motivate, and retain key individuals and senior executives and employees to provide them with the opportunity to participate in the future growth of our company. Under the plan, the board decides who is eligible to receive awards. If shareholder approval is obtained, the company will be able to issue awards pursuant to ASX Listing Rule 7.2, Exception 13B, over a period of three years up to a nominated maximum amount without using the company's 15% annual placement capacity under Listing Rule 7.1.
I invite any questions on this item. Any questions online, Terrie?
There are no questions for this item.
Proxy results received for this resolution are displayed on the screen. I now propose the resolution as set out in the notice of meeting and put the resolution to a vote by poll. If you've not already done so, please complete your voting card now. The next item is the approval of the Qualitas Employee Salary Sacrifice Plan. Resolution six seeks shareholder approval for the purposes of Listing Rule 7.2 for the issue of securities under the Qualitas Employee Salary Sacrifice Plan. The board adopted the plan in June 2023 to provide Qualitas Group employees with the opportunity to become shareholders, to share in the success of the company, and to align employees' interests with those interests of shareholders.
Under the Salary Sacrifice Plan, employees can elect to salary sacrifice up to AUD 5,000 of their pre-tax salary over a 12-month period in exchange for a number of shares of equivalent value. The shares are generally subject to a three-year disposal restriction period, during which time they can't be sold or otherwise transferred. I now invite any questions on this item. Are there any questions? Any questions online, Terrie?
There are no questions online.
Proxy votes received for this resolution are displayed on the screen. I now propose the resolution as set out in the notice of meeting and put the resolution to a vote by poll. If you've not already done so, please complete your voting card for the item now. We now move to general business. Are there any general questions from shareholders? Terrie, any questions?
No, we have no general questions online.
On behalf of the board, thank you again for your participation and your continued support. We'd be delighted if you would join us after this meeting for some light refreshments. I now declare the meeting closed at 10:52 A.M. Thank you very much.