Good morning, ladies and gentlemen. My name's Graham Hodges, and I'm the Chair of Regis Healthcare. On behalf of the Board, it's my pleasure to welcome you to the Regis Healthcare Limited 2025 Annual General Meeting. I'd like to start by acknowledging the Wurundjeri people of the Kulin Nation, traditional custodians of the land on which we meet today, and pay my respects to elders past and present. I extend that respect to any Aboriginal or Torres Strait Islander people joining us today. Also, a warm welcome to all those present with me in the Regis Head Office in Melbourne. Please note the location of your nearest exit in the unlikely event that we need to evacuate the building, and please now switch off your mobile phones to silent. Please note that this meeting is being recorded for webcasting purposes.
I would also like to extend a warm welcome to those attending using the online platform. Should we experience any technical issues during the meeting, you'll be notified of the steps to be undertaken by the moderator. I've been informed that we have a quorum, and as it's now a little after 10:00 A.M., I'm delighted to open the meeting. A notice of meeting has been distributed and will be taken as read. Details about how shareholders can participate using the online platform have been sent out in the notice of meeting. Shareholders and proxy holders attending the meeting using the online platform will be able to cast their vote using the electronic voting button once the online registration is validated. If you encounter any issues casting your vote using the online platform, please refer to the online platform guide, which includes a helpline number.
Shareholders and proxy holders physically attending can cast their vote by using the voting card received during registration. Yellow voting cards will be collected at the conclusion of the meeting by representatives of the share registry. I appreciate that some shareholders may have to leave before the end of the meeting. I therefore now formally open the poll on the resolutions and encourage shareholders who've joined online to submit their written questions now. There will be an opportunity to ask questions online and from the room during the meeting. Voting today will be conducted by way of a poll. All polls will remain open until the conclusion of today's meeting. I will take questions on each item of business after it has been introduced. Questions may be moderated, and multiple questions on a topic will be combined. I would now like to introduce our Board of Directors.
Joining me in the room today are Dr. Linda Mellors, our Managing Director and CEO, Mr. Ian Roberts, Ms. Sally Freeman, Professor Christine Bennett, AO, and Ms. Jody Leonard. I would also like to welcome the members of our executive team who are also in attendance today. The company's auditor, EY, is represented today by Mr. Paul Gower, who is available to answer questions in relation to the conduct of the audit, the preparation and content of the audit's report, the accounting policies adopted by the company, and the independence of the auditor. I would now like to outline the meeting agenda. I will present my chair's address, which will be followed by a presentation from Linda Mellors, your CEO. We will then move to the formal business set out in the notice of meeting.
After the formal business is concluded, the meeting will be closed, and those attending in person are invited to join the Board and management for refreshments. I will now move to the Chair's address. Regis's Board and management's priorities have been providing the best possible care for residents and clients and growing our business sustainably. My comments today will focus on two main areas. Given the growth in our business over the last two years, I'll provide an updated overview of Regis, including recent financial performance. I will then provide some observations on the aged care sector trends, including the growing demand for services, the current funding environment, and future funding settings required to ensure improved financial viability and growth.
During FY 2025, Regis's focus on improving care outcomes saw significant improvements in key indicators, and these trends were reflected in a further improvement in the average star rating across our portfolio of homes from the last quarter of financial year 2024 to the last quarter of financial year 2025. In terms of our people, Regis achieved very strong outcomes in employee engagement, both in terms of scores and participation. We also achieved significant improvements in worker safety, leading to a better working environment for our people and flow-on financial benefits, particularly in insurance costs. Linda will provide more detail on these matters in her address to the meeting. In the past year, Regis has confidently pursued a multi-pronged investment approach. Regis has a proud history of greenfield developments and remains committed to building modern, purpose-built aged care homes that meet the evolving needs of older Australians.
These developments are designed to uphold high standards of care and service, ensuring comfortable options for residents. In FY 2025, the company advanced several strategic growth initiatives. Regis Camberwell, a new 112-bed residential aged care home in Melbourne, commenced operations in November 2024 and, as of yesterday, had achieved full occupancy. Construction is now underway at Toowong in Queensland and Carlingford in New South Wales, with work at Belrose in New South Wales expected to begin in the 2026 calendar year. During the year, Regis acquired five parcels of land, taking our pipeline for greenfield expansion to nine development sites. Together with brownfield and refurbishment opportunities, these sites support a ramp-up in development activity to take advantage of the environment of sustained high occupancy and increased RAD inflows.
We continue to invest in greenfields, refurbishment, and redevelopment of existing homes, enhancing the overall quality of our portfolio and aligning our residential aged care homes with changing consumer expectations. Finally, Regis continues to pursue strategic business acquisition opportunities, applying a disciplined approach targeting modern, high-quality assets that are earnings-accretive and aligned to our strategy to operate 10,000 beds by 2028. Following the acquisition of four Rockpool homes in September, Regis now owns and operates 72 residential aged care homes with a total of around 8,200 available beds. With the recently announced acquisition of OC Health, Regis will add another two homes and 230 beds, bringing the total to over 8,400 beds. Importantly, Regis holds the freehold of every home, providing significant value in land and buildings.
In recent years, Regis has achieved compound annual growth rates of revenue and underlying EBITDA of 13%-15%, which has translated into increased dividends to shareholders. Over the last two years, Regis has maintained a strategic and prudent approach to capital deployment, investing in more homes, upgrading core systems, and investing in our people and processes whilst remaining in a net cash position. In our FY 2025 results presentation in August, we set a target to grow to 10,000 beds by financial year 2028. This expansion will focus on growing earnings through adding high-quality accommodation that supports stronger room pricing and RAD retention while enabling higher everyday living fees. By also leveraging recent investments in technology and specialist staff across our larger portfolio, we expect to deliver improved margins over the medium term. Residential aged care is an essential service for many older Australians and their families.
Today, over 200,000 people reside in aged care homes, while around 1 million more receive support through home care services. As Australia's population continues to age, the sector is facing mounting pressures, with waitlists for both residential aged care and home care. In the past year, 26.5% of Australians aged 85 and over accessed residential aged care. This age group is projected to almost double in absolute numbers, with the number of Australians aged 85 and over expected to exceed 1.2 million by 2041. Government forecasts suggest around 9,300 net new beds are required each year for the next 20 years, reflecting anticipated demand from the baby boomer generation. These numbers take into account projections of higher take-up of supported home by older people, reducing the proportionate demand on residential aged care.
In addition, an estimated one-third of existing beds are not of the quality expected from current or future residents. Unfortunately, only a net 802 new beds were added in FY 2025, well below the replacement rate and growth required to support demand. Australia's aging population, combined with limited aged care development, has led to a growing number of older Australians remaining in hospital and at home awaiting appropriate residential aged care beds. Since FY 2021, the number of patients in this situation has risen significantly, with recent estimates suggesting around 2,700 older Australians are in public hospital beds while waiting for aged care. This equates to the capacity of more than 20 new aged care homes just to meet existing demand. Our homes are also reporting a rapid increase in families seeking residential aged care for the loved one living at home. There will be broad and serious consequences.
For older Australians, prolonged hospital stays can accelerate cognitive and physical decline, as hospitals are not designed to provide the tailored supportive environment that aged care homes offer. For older people at home needing residential aged care, insufficient or absent care, along with fear and isolation, are particularly burdensome. The impact on families cannot be overstated. For governments, the financial burden is also considerable, with each hospital bed day costing multiples of that of a residential aged care, placing pressure on both state and federal governments. Let me speak plainly in relation to this situation. I believe we are fast heading into a community crisis unlike anything Australia has seen before. While this has not been caused by today's government, it is today's government that must address it. The demographic time bomb is predictable and relentless.
While some might see the call for increased funding as self-interest, I know it's in all our interest to quickly accelerate the capacity of our aged care system to better align with current and future needs. As well, all Australians must realize that they, too, will have to shoulder more of the cost of their care if we are to ease the pressures facing health and aged care sectors. The new Aged Care Act 2024, which commenced on the 1st of November 2025, incorporates significant policy and funding reforms and consumer protections. The new act marks a transformational shift, with the new statement of rights placing residents' well-being and care at the center of provider responsibilities. I want to spend a few moments reflecting on changes arising from the Aged Care Task Force recommendations.
These changes are aimed at strengthening the long-term financial sustainability of the sector, encouraging providers to recommence development programs. From a funding perspective, the reintroduction of a 2% RAD retention fee per year, capped at five years, is the most meaningful change for Regis. While important progress is being made through improved government funding, regulatory reforms, enhanced quality standards, new consumer protections, and substantial wage increases to attract and retain a skilled workforce, a significant and growing shortfall in suitable aged care beds persists across Australia. If the non-government sector, which forms over 90% of all aged care beds, is to continue to create care capacity needed in the future, it must be profitable, with a predictable funding environment and a recognition of more co-contributions from those receiving support and care. Funding settings should be reviewed more holistically to prevent unintended distortions in outcomes.
Regis supports a further review of the RAD retention rate, addressing ongoing underfunding of everyday living services, and the provision of a suitable margin for care funding. Recent increases in room pricing paid by non-supported residents have resulted in a significant balance between the financial benefit a provider obtains from a non-supported resident and the accommodation supplement paid by government on behalf of fully or partly supported residents. On average, providers lose money on accommodation services. We support the government's recently announced accommodation pricing review, but would prefer the report to be tabled in Parliament more quickly than the scheduled date of 1 July 2026. The accommodation supplement is in urgent need of significant increase. In closing, I would like to thank my fellow board directors for their active engagement and constructive support throughout financial year 2025.
I also wish to thank our executives and employees across Regis for their dedication and valuable contributions over the past year. Their unwavering commitment to the well-being of our residents and clients continues to embody the core purpose of Regis. Finally, I express my thanks to our shareholders for their continued trust and support. I will now hand over to Linda Mellors to address the meeting. Thank you.
Thanks very much, Graham, and good morning, everyone. I'd also like to begin by acknowledging the Wurundjeri people of the Kulin Nation, traditional custodians of the land on which we gather today. I pay my respects to their elders, past and present, and extend that respect to any Aboriginal and Torres Strait Islander peoples joining us today. This morning, I will provide a quick recap of our FY 2025 results and share some reflections on the progress of aged care sector reforms and what they mean for Regis. I will then provide an update on our growth agenda. Finally, I will touch on our first quarter FY 2026 performance and outlook. FY 2025 was another strong financial year, with the company reporting revenue of AUD 1.16 billion, up 14.5% on the prior year, and an underlying EBITDA of AUD 125.8 million, up 17.4%.
Regis remains a highly cash-generative business, with operating cash flows of AUD 306.1 million. Regis paid a final FY 2025 dividend of AUD 0.0813 per share, 70% franked, bringing total dividends for the year to AUD 0.1622, an increase of AUD 0.033 from FY 2024. The board elected to distribute 100% of net profit after tax, underscoring our commitment to delivering value to shareholders and reflecting the board's confidence in the continued strength and resilience of the business. Regis also delivered strong improvements in our care outcomes, including resident experience, quality of life, physical restraint, and unplanned weight loss. Our people indicators also improved in the year. We achieved a sustainable employee engagement score of 87%, outperforming our comparators and a broad range of global high-performance norms. Our industry-leading worker safety outcomes improved again, with Regis achieving a claims lost-time injury frequency rate of 5.02 against a sector comparator group of 26.
Our employee turnover reduced from 29% to 23% over the year, leading to a more stable work environment and a strengthening of continuity of care for our residents and clients. Regis has seen significant financial benefits through better retention and safety outcomes, through lower hiring and training costs, along with lower insurance premiums. As Graham mentioned, the new Aged Care Act commenced on 1 November 2025, marking a significant milestone in the transformation of our sector. I want to acknowledge the enormous amount of work that has taken place across Regis to prepare for and transition to the requirements of this new legislation. This has been a whole-of-business effort, and I thank our teams for their commitment and professionalism. The new act is a rights-based framework, placing older Australians at the center of care.
It reflects the government's response to the Royal Commission into Aged Care Quality and Safety, as well as the Aged Care Task Force's recommendations on sustainable funding and financing. While the new act is an important milestone, there is more work to do to ensure the intent of the legislation is delivered. This will require ongoing cooperation and goodwill between various political parties and stakeholders. One of the significant funding changes is the separation of care into clinical and non-clinical components. Under the new arrangements, clinical care, including mandated care minutes with nursing and personal care staff, is funded by government for all residential aged care residents via the AN-ACC funding model. Non-clinical care, such as bathing, mobility assistance, and lifestyle activities, is now subject to means-based co-contributions. Residents with financial means are also expected to contribute more towards everyday living and accommodation costs.
In addition, the government has introduced a higher everyday living fee, which replaces additional services and extra services programs and is paid directly by consumers to providers. The higher everyday living fee allows providers to offer services that are enhanced or distinct from the minimum services that are paid for by the basic daily fee. Examples of higher everyday living services are premium meals and beverages, hair and beauty, companionship, concierge, and subscription television. As Graham mentioned, the reintroduction of a RAD retention in isolation will have a significant impact on future earnings as new RAD-paying residents enter our homes. The RAD retention is set at 2% per annum, capped at five years, and we expect that government will need to review this given the ongoing concerns regarding insufficient profitability across the sector, including to incentivize new builds.
With the recent increases to room pricing across the sector, there is a growing gap between the accommodation funding received from a non-supported resident, such as a self-funded retiree, and a government-supported resident. For a AUD 600,000 room, the difference between the daily accommodation payment, or DAP, from a non-supported resident and the maximum government accommodation supplement for a supported resident is approximately AUD 50 a day. In many of our newer metropolitan homes, where construction costs and room prices are higher, this gap is even greater. The government has commenced a review of accommodation pricing, which is due to conclude by July 1, 2026. We remain hopeful that this process will take into account the concerns raised by providers and lead to meaningful reform, including that there are not perverse disincentives for providers to continue accepting supported residents.
This is a concerning issue, particularly in an environment where providers, on average, continue to lose money on accommodation services. Moving to our growth agenda, on 1 September, Regis completed the acquisition of four premium homes with 600 beds in southeast Queensland from Rockpool. These homes were all opened in the last six years. Regis expects the net investment to be approximately AUD 95 million, or AUD 160,000 net per bed, following RAD inflows from the Oxley home, which opened in March 2025 and is in ramp-up. As of this month, Oxley had 127 residents, or 85% occupancy. In October 2025, Regis announced the acquisition of two high-quality homes with 230 beds in Drysdale and Torquay. Both homes were built or extensively refurbished in the last eight years and comprise 100% single-ensuite rooms. This transaction is scheduled to be completed on 1 December 2025.
Following the OC Health transaction, Regis will have added approximately 1,500 net beds to our portfolio over the past two years. This growth has been driven by a series of targeted acquisitions, including CPSM, Tea Tree, Rockpool, and OC Health, as well as the opening of the Regis Camberwell greenfield development in November 2024. These additions have been partially offset by the sale or closure of three homes, which were end-of-life or no longer fit for purpose. Our strategy of pursuing strategic acquisitions and greenfield developments not only increases our scale, but also enhances the overall quality of our portfolio, enabling us to better leverage investments in technology and operational capability. Regis has been able to execute a cost-effective acquisition strategy, acquiring high-quality portfolios at favorable multiples.
At the same time, the economics of greenfield developments are also attractive, especially as construction costs have moderated, higher room prices have been facilitated by policy reform, and RAD retentions, which have just commenced for new residents. Regis's disciplined approach supports our intent to increase the number of available beds with revenue and earnings, ultimately delivering stronger returns for shareholders. During FY 2025, Regis significantly expanded our greenfield development pipeline, securing five new sites. Construction is currently underway at Toowong in Brisbane and Carlingford in Sydney, while Belrose is scheduled to commence in 2026. Of the five new sites secured during FY 2025, four are located in Melbourne, in Coburg, Essendon, Seaford, and Newport, with the fifth site in Parkside in Adelaide. Additionally, the site of our former home in Bulimba, Brisbane, has been retained for future greenfield development.
Regis has a strong track record in delivering both greenfield and brownfield developments, building modern, purpose-built aged care homes that uphold high standards of care and service for older Australians. As mentioned in our FY 2025 financial results presentation, Regis is targeting 10,000 residential aged care beds by FY 2028, up from around 7,600 beds at the end of FY 2025. The recent Rockpool acquisition on 1 September and OC Health due to complete on 1 December 2025 will add more than 800 beds and take our total to over 8,400 beds. Greenfield developments could contribute between 300 and 600 additional beds in that timeframe. This growth is underpinned by Regis' strong core business, which generates substantial free cash flow and is supported by a significant undrawn debt facility of AUD 367 million.
Moving now to FY 2026, occupancy levels continue to remain high, with average occupancy in Quarter 1 of FY 26 of 95.8% in our mature homes. The Rockpool homes, which we acquired on 1 September, averaged 96.7% in their three mature homes across September and October. Pleasingly, our Camberwell home has reached full occupancy and met our RAD cash flow target 12 months after opening. In the first quarter of FY 2026, Regis generated AUD 90 million of net RAD cash inflows, which included AUD 31 million from Regis Camberwell, our ramp-up home. Regis held AUD 99 million of net cash at 30 September 2025 and expects to settle the OC Health acquisition with cash consideration of approximately AUD 45 million on 1 December 2025. These results in Quarter 1 were not impacted by the recent government funding changes to AN-ACC pricing, which took effect on 1 October 2025.
Moving now to the outlook, the guidance we provided to the market in September 2025 remains unchanged, with underlying EBITDA for FY 2026 expected to be between AUD 130 million and AUD 135 million. Looking ahead, Regis continues to be well-positioned to benefit from structural tailwinds, including funding reform to accommodation and everyday living, favorable demographic trends, and improved workforce availability. Under the new Aged Care Act, changes to the funding model for new residents have reintroduced RAD retentions, which will support stronger earnings. Backed by a strong balance sheet, substantial undrawn debt facility, and disciplined financial management, Regis will continue to actively pursue our growth agenda to drive long-term value for shareholders.
I would like to sincerely thank our more than 13,000 employees for their unwavering dedication, commitment, and compassionate care provided to our residents and clients every day. Regis remains dedicated to delivering high-quality care and services for our residents and clients and supporting our people to achieve this. I'll now hand back to Graham to complete the formal part of the meeting.
Thank you, Linda. I'll now outline the voting procedure for today's meeting. This is a shareholders' meeting. Only shareholders, their attorneys, proxies, and authorized company representatives are permitted to vote and speak at the meeting. I will introduce each of the five items of business separately, take questions, and then, if applicable, invite voting on the item. We will address online questions first and then move to questions from the floor. The first item to adopt the annual financial report, director's report, and auditor's report will be your opportunity to ask questions relating to the management and operations of the company generally.
If your question relates to another item of business, please ask your question when we come to that item of business. Please ensure your questions are relevant to all shareholders. Online questions will be moderated by our Company Secretary, Malcolm Ross. Those attending online can also use the web phone to ask an audio question. When it is time to ask your question or make your comment, the moderator will introduce you to the meeting. Your line will be unmuted and you'll be prompted to speak. For those shareholders in the room today, to ask a question, please raise your voting card when prompted at the relevant item of business and wait for an attendee with a microphone to come to you. Please introduce yourself before asking your question. I will now explain the voting procedure.
All votes will be conducted at the meeting by way of a poll, which means that each shareholder has one vote for every share held. Resolutions two, three, and four set out in the notice of meeting are to be considered as ordinary resolutions and, as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Resolution five, which relates to the reinsertion of the proportional takeover approval provisions in the company's constitution, is to be considered as a special resolution and must be passed by at least 75% of cast votes. As I get to each resolution, we will display the eligible proxy votes, the number of holders who voted, and the percentage of issued capital which has voted after the discussion on that item of business.
I confirm that I intend to vote any proxies left to my discretion as the Chair of the meeting in favor of each resolution. The results of the poll will be announced on the ASX after the meeting. We will also post the results on Regis' website. An officer from the company's share registrar, MUFG Corporate Markets, will act as returning officer in relation to the poll. Now to the formal business of the meeting. Ladies and gentlemen, the first item of business is to receive and consider the financial statements and report of the company and its controlled entities and the reports of the directors, auditor for the year ended 30 June 2025. While there is no requirement for a vote on this item of business, this is an opportunity for shareholders to ask questions relating to the company's financial results and the management and operations of the company.
Any questions in relation to the remuneration on items three and four will be considered when we come to those items of business. As I previously mentioned, Mr. Paul Gower is representing the company's auditors, Ernst & Young, and is available to answer questions. Malcolm, are there any questions online regarding the financial reports and management and operations of the company?
Chairman, there are no online questions.
Are there any questions from the floor? Okay. As there are no questions here, we'll now move to the next item of business. The next item of business is the re-election of directors. Ian Roberts and Sally Freeman's terms both come to an end at today's meeting. Being eligible, they are both standing for re-election at this meeting. Ian and Sally's credentials are detailed in the notice of meeting. Item 2.1 is the re-election of Ian Gregory Roberts as a director. The board, with Ian abstaining, unanimously supports the re-election of Ian Roberts as a director of the company. I now invite Ian to provide a brief address to the meeting regarding his re-election. Doesn't matter.
Morning, everyone. Obviously, I've been a long-standing director of Regis. I'm a member of the People, Remuneration, and Nomination and the Property Committees, the latter of which I chair, and one of the founders of the company. Over the past few years, I'm proud of how the Regis team has dealt with and navigated a royal commission, a pandemic, as well as the huge burden of regulatory controls emanating from the review of our sector. I'm committed to keeping us moving forward and building on the strong foundation we've already laid.
Our focus is on making sure we deliver the kind of aged care that treats people with dignity and respect while also supporting the staff who make it all happen. I'm proud of what we've achieved, and I know there's still more we can do, whether that's improving services, finding new ways to innovate, or simply making life better for the residents and the families who trust us with their families. I'm seeking to continue contributing and seek your support in reappointing me. Thank you.
Thank you very much, Ian. Malcolm, are there any questions online regarding the re-election of Ian as a director?
Chairman, there are no questions relating to the re-election of Ian Roberts.
Are there any questions from the floor? As there are no questions, I will now proceed to the vote. The proxy position for this resolution is now being shown. If you have not yet voted, please now select either for, against, or abstain for resolution 2.1. I will now turn to item 2.2, the re-election of Sally Margaret Freeman as a director. The Board, with Sally abstaining, unanimously supports the re-election of Sally Freeman as a director of the company. I now invite Sally to provide a brief address to the meeting regarding her re-election.
Thank you, Chair, and good morning, ladies and gentlemen. My name is Sally Freeman, and I am pleased to offer myself for re-election today. I was appointed to the Regis Board some six years ago, and during this time, I have served as Chair of the Audit Risk and Compliance Committee and a member of the Clinical Governance and Care Committee and the People, Remuneration, and Nomination Committee. As detailed in my curriculum vitae and the notice of meeting, I bring to the board extensive directorship experience and over 30 years of professional consulting expertise in audit, governance, risk management, and IT. Since joining Regis, I've been involved in the oversight of some significant change, including the end of COVID lockdowns, business acquisitions, including one home care business and four portfolios of Regis aged care homes.
Also, the uplifting and remuneration of our staff and the implementation of the new Aged Care Act. I have a genuine interest in the aged care and, having had the opportunity to visit many of the Regis homes, both in Victoria and interstate, I have been frankly impressed with the standard of our homes and the calibre of the people that care for our residents. I consider it a privilege to be part of what is one of Australia's leading companies that demonstrates a true growth orientation, disciplined strategy execution, excellent leadership, and a genuine care for all of our residents and staff. It is an honor to offer myself for re-election today, and I'm confident that I possess skills and experience that continue to be valuable to the board. With your support, I look forward to serving shareholders' interests. Thank you, Chair.
Thanks very much, Sally. Malcolm, are there any questions?
Chairman, there are no questions for this item.
Online?
None.
Anything on the floor? No, there aren't. If there are no questions regarding the resolution, we'll proceed with the vote. The proxy position for this resolution will now be shown. If you have not yet voted, please now select either for, against, or abstain for resolution 2.2. The next item of business on the agenda is item three, the adoption of the remuneration report for the financial year ending 30 June 2025. This report was included in the director's report on pages 55 to 67 of the company's annual report, which is available on the publications and presentations page of the company's website. This report sets out the company's remuneration arrangements for the CEO, CFO, and non-executive directors of the company. The vote on this resolution is advisory only and does not bind the company or directors.
The resolution does, however, serve as an indication of shareholders' views regarding the company's remuneration practices and as a result will be taken into consideration by the board. Malcolm, are there any questions online?
There are no questions online.
Any questions from the room? Okay. As there are no questions, we will now finalize the discussion on this item, and the proxy position for the resolution will now be shown. If you haven't voted yet, please now select for, against, or abstain for resolution three. I will now move to agenda item four. Agenda item four, which is the approval of the FY 2026 grant of performance rights to the Managing Director, Chief Executive Officer under the LTI plan. This item is for the approval of the grant of performance rights to Dr. Linda Mellors under the company's long-term incentive plan on the terms described in the notice of meeting. The ASX listing rules require that shareholder approval be obtained for the issue of securities to a director under an employee incentive scheme.
The board believes this remuneration framework will appropriately reward Dr. Mellors as the Managing Director and CEO and align her interests with those of our residents, clients, and shareholders. After a review of the structure of the LTI previously in place, the board decided to replace the non-financial measures with a new financial measure, absolute total shareholder return compound annual growth, or ATSR. The ATSR metric replaces two non-financial measures previously based on absolute and relative star ratings outcomes published by the aged care regulator. The LTI opportunity is accordingly subject to a combination of the ATSR CAGR and the earnings per share CAGR metrics and clawback or adjustment in the event of material misstatement or dishonesty. The LTI hurdles will need to be met by FY 2028 for vesting of the performance rights to occur.
Subject to shareholder approval, the resolution proposes that Dr. Mellors be granted 115,236 LTI performance rights. The directors, other than Dr. Mellors, support the vote in favor of this resolution. I will now take any questions you may have in relation to the LTI grant performance rights to Dr. Mellors.
There are no online questions.
Do we have any questions from the floor? No. As there are no questions, I will move to finalize this item, and you will see the proxy position for this resolution will now be shown. If you have not yet voted, please now select either for, against, or abstain for resolution number four. The next item on the agenda is the reinsertion of the proportional takeover approval provisions contained in Rule Six of the company's constitution. The constitution, including the proposed amendments, are available on the company's website. The company's constitution contains provisions dealing with the proportional takeover bids for the company's shares.
The provisions are designed to assist shareholders to receive proper value for their shares if a proportional or partial takeover bid is made for the company. The Corporations Act allows companies to have these provisions in their constitutions. However, shareholders must pass a resolution to renew them every three years. The provisions were last renewed for a three-year period at the company's annual general meeting in 2022 and automatically ceased to take effect after 24 October 2025. If this proportional takeover approval provision is not in the constitution, a proportional takeover bid may enable control of the company to pass without shareholders having the opportunity to vote on whether or not the bid should proceed.
Shareholders may therefore be exposed to the risk of being left as a minority in the company and the risk of the bidder being able to acquire control of the company without payment of an adequate control premium for their shares. The proportional takeover provisions reduce this risk because they allow shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed. If these provisions are reinserted, they will operate for three years. I'll now take any questions on this item.
There are no online questions.
There are no questions from the floor. Thank you. We now finalize this item, and the proxy position for this resolution will now be shown. If you have not yet voted, please now select for, against, or abstain for resolution five. Okay. Voting will close shortly, five minutes after the conclusion of the meeting. If you have not done so already, please ensure you cast your votes on all resolutions now.
Ladies and gentlemen, that concludes the formal business of the meeting. The results of the polls will be announced on the company's website and ASX announcement platform later today. A recording of this meeting webcast will be available on the website. On behalf of the board, I'd like to thank you for your support and participation today, and I now declare the meeting closed, subject to the finalization of the polls, and I invite those who are attending in the room to join us for refreshments. Thank you.