Regal Partners Limited (ASX:RPL)
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Apr 28, 2026, 2:49 PM AEST
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AGM 2024

May 30, 2024

Michael Cole
Independent Chairman, Regal Partners Limited

Good morning, everyone. My name is Michael Cole. I'm the Independent Chairman of Regal Partners Limited. Thank you for joining us today for the company's 2024 annual general meeting. Before we go any further, could I please ask all people in the room to turn your mobile phones to silent? Thank you. Company Secretary's advised me we have a quorum, so I'll declare the meeting open. Notice of Meeting, which was sent to shareholders on the twenty-ninth of April, will be taken as read. I'm sharing today's meeting from Dexus Place in Sydney, and the company's directors are all in attendance. With me today are members of the board, Brendan O'Connor, Sarah Dulhunty, Jaye Gardner, and independent- sorry, who are all Independent Non-Executive Directors, and Ian Gibson, who is an executive director.

Also, on the far side of the table, we have Candice Driver, our Joint Company Secretary. Also in attendance today are representatives of our share registry, BoardRoom, and our auditors at Deloitte, represented by John Corbett. We're pleased to be conducting today's meeting in a hybrid format, meaning people can participate in person, online, or over the phone. This will provide plenty of opportunities for shareholders to ask questions during the meeting. For detailed instructions on how to participate, please refer to the meeting materials distributed to shareholders. I'll also run through the key points shortly. As reflected in the agenda, I will begin with a short introductory address. Brendan O'Connor will then provide an update on the group. We will then move to the formal resolutions, where we will take questions on each resolution.

Following this, there will be an opportunity to ask general questions, and we will then collect the votes. Once we formally conclude the AGM, we'll host a light refreshment for shareholders attending in person. Please note, today's meeting is about Regal Partners Limited, and we will focus primarily on key items in the notice of the meeting. Questions about equity markets, individual portfolios, and funds are best kept for other forums, such as webinar, client events that we host throughout the year. Questions about your personal holdings may be directed to our investor relations teams or the share registry after this meeting. Both of them, who are obviously happy to help. Now, in terms of the logistics of the meeting, I would like to hand over to Rebecca Fiske to run through the process for asking questions and voting. Rebecca is Head of Client Business and Strategic Partnerships at Regal.

Rebecca, thank you.

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

Thanks, Michael. For today's meeting, all resolutions are being voted on by poll. For those in the room, when you have registered today, you would have received one of three colored cards. Green cards were given to shareholders who have not submitted proxy forms prior to this meeting and proxy holders. Green card holders can therefore vote on the resolutions being put forward. Holders of a green card are also entitled to ask questions when prompted throughout the course of the meeting. Yellow cards were given to shareholders who have submitted proxy forms prior to this meeting and who, therefore, cannot cast votes again during this meeting. However, you are welcome to ask questions when we reach the relevant parts of the meeting. White cards were given to non-shareholder guests who cannot vote or ask questions during the meeting. You can complete your voting at any time during the meeting.

Just make sure that you give your card to one of our BoardRoom representatives before we close voting at the end of the meeting. In terms of asking questions in the room, when we reach the relevant item in the meeting, we will ask people with questions who have a green or yellow card to make their way to a microphone and show their card before asking their question. Depending on time and the number of questions, we may need to limit each shareholder to two questions or comments per item of business. For those of you who have logged into the webcast with your username and password, you will have the opportunity to submit questions online, as well as vote on the resolutions.

If you have already prepared a question, please submit it now through the website, and we will aim to answer it at the appropriate stage of the meeting. If your question relates to a specific item of business, please state the resolution number or reference the Financial Report at the start of the question. All other questions will be considered during the section for general questions. If we receive multiple questions on the same topic, we may group these together. Again, depending on time and the number of questions, we may also need to limit each shareholder to two questions or comments per item of business. With regards to online voting, to give you ample time to vote, we are going to open the polls now.

This means you can submit your online votes at any time between now and when we close the polls at the end of the meeting. If you change your mind about any vote, you can also override your original online vote between now and when the polls close. For those of you who have logged into the webcast as a guest, you will be able to view our webcast but cannot submit questions or vote. For shareholders who have joined over the phone, if you have provided your passcode to the call center and been verified, you will be able to ask questions. Please note that the process for registering your questions is very different to the webcast.

For those on the phones, please do not try to register for any questions or comments yet, as we will only open the phone lines when we reach each item of business. So when we arrive at the first item, we will ask if you want to register for a question on that topic. You can register at that point by pressing star one. Once we have finished that item of business, we will move to the next item of business and repeat this process. Please do not register to ask a question for an item of business before we reach that item. So that we can give all shareholders a reasonable opportunity to ask their questions, once we have answered a shareholder's question, we will move to the next person in the phone queue.

If you have an additional question or comment on that same item of business, please press star one to register for the queue again. For other people on the phone, that is, guests and shareholders who have not provided their passcode to the call center, please note the phones will be listen only. I should also point out that if you are listening on the phone but viewing the webcast as well, the webcast may lag the phone by 10 seconds or more. It may be simpler just to use the webcast for the sound as well. Note that you will not be able to vote over the phone. With those procedural matters handled, I would now like to hand back to Michael to make his chairman's address.

Michael Cole
Independent Chairman, Regal Partners Limited

Thank you, Rebecca. On behalf of the Board of Regal Partners, I would like to warmly welcome all shareholders today, and very much thank you for your support. As most of you know, last year was another transformative period for the group, with the PM Capital and Taurus transactions, coupled with strong inflows and investment performance, more than doubling funds under management to AUD 11 billion at the end of December. Since then, funds under management has grown a further 11% to AUD 12.2 billion at the end of April. Our financial performance in 2023 was also pleasing, with revenue up 17% to AUD 112 million on a normalized basis and buoyed by strong rebound in performance fees in the second half of the year.

Normalized Net Profit After Tax was AUD 32.7 million, up 32% on the prior year, and AUD 0.10 fully franked dividend was declared and paid for the period. As Brendan will describe later, it's been encouraging to see positive fund performance continue this year. This augurs very well for future performance fees in the upcoming first half results. With regard to funds under management flows, despite a challenging capital raising environment, net flows in 2023 were solid, and 2024 has started well, including some significant mandate wins. Consequently, Regal today is a much larger and more diversified business than it was at our last AGM, and we are well positioned to continue to grow organically. Over time, Regal may also seek to further expand its capabilities inorganically.

However, this will be done carefully and when we feel the opportunity makes sense for our investors and our shareholders. I'd like now to hand over to Brendan O'Connor, Chief Executive Officer, to provide his address. Brendan?

Brendan O'Connor
CEO, Regal Partners Limited

Thank you very much, Michael. As you've heard, Regal Partners has had a busy year since we last held our AGM, and I'd like to thank shareholders and our clients, and of course, our great team here at Regal for their support during this time. To begin my presentation, I'd like to start with this slide, which is a quick snapshot of where we are today. As shown here, our FUM of AUD 12.2 billion sits across four alternative asset classes: long-short equities, private markets, real and natural assets, and credit and royalties. The acquisition of PM Capital in late 2023 particularly boosted our global long-short offering, with PM Capital being a multi-award-winning specialist in this regard, including being crowned the category winner for International Equities Alternative Strategies at the 2023 Zenith Fund Awards.

Pleasingly, since our acquisition, PM Capital's performance track record has continued to be strong over a range of periods. For example, as at 31 March, the performance of PM Capital's global fund ranked in the top 5 of funds over each of 3, 5, and 10 years when compared to all other global funds in Morningstar's Equity World Large Blend category, which I believe to be over 100 different funds. PM Capital also gives Regal Partners exposure to the retail investor channel, thus further diversifying our client mix and relationship network. Overall, we are very pleased to be working with the PM Capital team and see great opportunities ahead. The other transaction at the end of last year involved the acquisition of 50% of the ordinary shares in Taurus Funds Management, a specialist provider of mining, finance, and royalties.

This transaction increased our credit and royalties asset class, with Taurus products being highly complementary to Regal's existing product suite, along with providing opportunities for the Taurus team to collaborate with Regal's expertise in running long-short equities within the resources sector. Furthermore, the Taurus client base, comprising mostly U.S. institutional pension and endowment funds, the deal provides Regal Partners with an avenue to a brand-new offshore client segment and significant potential.... This next slide provides an illustration of our recent growth in the diversification I've just described. In particular, the large increase in FUM on credit and royalties over the last few years. I'd also like to highlight the growth in the number of institutional investors over that period. In our experience, institutional investors, particularly those located offshore, are often great early identifiers of strong investment teams and good products.

Over the last few years, we've had significant increase in inbound institutional investors' inquiries, including large international fund-of-funds, global family offices, and offshore institutional allocators across a broad range of our investment strategies. Our distribution team are doing a great job in servicing those inbound inquiries. This is great indication, indication of the investment talent that we are building here at Regal Partners, and when you couple that with the significant operational due diligence that each of those institutions conduct before they invest, it reinforces our confidence in the systems, the processes, the business management that we are building here at Regal. As shown on the chart, today, we have over 30,000 investors and nearly 40 institutional investors, and I expect that number of institutions to continue to grow. The following slide shows how recent FUM growth has been achieved.

As Michael mentioned earlier, it's been pleasing to see a combination of net fund flows, FUM performance, the PM Capital and Taurus deals all contributing, particularly when many other asset managers in Australia are seeing weak fund performance and outflows. I'd now like to speak a bit further on our investment performance and track record, as ultimately, performance is what drives client satisfaction and further inflows over time. Investment performance is our raison d'être as an asset manager. As this slide shows, the group's three-year annualized portfolio, net portfolio returns to April 2024, have been strong across a broad range of strategies. I might add that it's also diversified by not only strategies, but portfolio managers within Regal.

This is particularly pleasing, given the period had significant volatility, material headwinds from rapidly rising rates, both in Australia and in the U.S., high inflation, and a deteriorating geopolitical environment. We believe that if Regal can demonstrate strong fund returns, regardless of the broader macroclimate, then there will be high ongoing demand for our products. The other, positive aspect of this chart is the strong performance in recent months. While I appreciate there is quite a bit of data on this chart, what we've tried to demonstrate here with the green dots that sit on each of those rows, is that many of our funds have had strong performance for the four months to April.

And given the funds with green dots have semi-annual performance fees, meaning performance fees that are triggered at December and June, those above the High Water Mark and exceeding any relevant benchmarks, are on track to deliver performance fees for Regal's upcoming June results. So the first half 2024 results, which we'll deliver to the market in August. The orange dots on those rows indicate funds that have an investment performance for the ten months to April. We've used that period, so these funds only crystallize performance fees annually each June. So once again, for those funds that are above High Water Mark, in particular, the PM Capital Global Opportunities Fund and the PM Capital Global Companies Fund, they're, they're above High Water Mark, exceeding the relevant benchmark, and the performance fee outlook for those funds is looking very strong.

Another way of trying to demonstrate this is represented in this chart. This chart shows how our various funds have tracking versus their high water marks. It is then stratified into those percentage buckets are above or below in their distance to high water marks. Pleasingly, at the end of April, the proportion of our performance fee eligible FUM, which is nearly 100% of Regal's FUM, we have 59% above high water mark, with a further 13% of FUM within 5% of their high water marks. Some of the funds that are currently tracking well are listed on this page, and including the Australian Small Companies Fund, the Regal Resources Long Short Strategies, the Tactical Opportunities Fund, and the PM Capital Global Strategies.

We hope to provide you with an update on our first half 2024 performance fees in early July as we draw the ledger close on our results and we release our June quarter FUM. Turning to the next slide, this page shows more details on our recent FUM growth, flows. In 2023, we saw strong demand for our Regal Private Credit Opportunities Fund, which was launched in late 2022, in the Attunga Power and Enviro Strategy. There are also good flows in other funds launched in 2023, including the Kilter Agriculture Fund, our Resources Long Short Cayman Fund, and our Resources High Conviction Fund.

For this year, in the 4 months to April, we have seen around AUD 400 million of new net inflows, and these are largely driven by interest in our long-short equity strategies, including a couple of significant institutional mandates. Stepping back, and from a bigger picture perspective, this slide attempts to demonstrate Regal's ongoing focus on innovating new products to create new strategies that appeal to clients. This chart shows key funds launched since 2015 by Regal Funds Management, so excluding any funds that we have acquired via acquisitions.... As you can see, over the years, we've continued to add our strategies, and there, that ability to design and tailor a product to meet client demand or need, with strong investment performance, has been instrumental to driving net flows.

I think it also provides a really unique insight into the entrepreneurial culture that we have developed here at Regal. Our new unlisted multi-strategy partners fund, exclusively for high net worth, ultra high net worth, and family office investors, was launched in December 2023, is another example of that, and it's got off to a flying start. Moving to our 2023 results, Michael earlier covered the key points, which are listed again on this slide, so I won't, won't repeat those. However, there are two comments I'd like to make here. Firstly, our 2023 profit, so for the 12-month period ended December 2023, of AUD 32.7 million, only includes the earnings from PM Capital and Taurus transactions from their time of acquisition in late 2023. In respect of Taurus, that's November last year.

In respect to PM Capital, it was a day or two before Christmas. If we had completed these transactions at the start of 2023, we estimate the pro forma net profit after tax would've been approximately AUD 48.6 million. Secondly, I'd like to remind you that at the start of this year, from 1 January 2024 that is, staff rebates on funds managed across the Regal Funds Management product suite, were reduced from a 100% rebate to 50% rebate. Said another way, staff and founders are now paying a fee equal to 50% of the management fee and performance fee.

We estimate that based on the nearly AUD 600 million of relevant sum at that time, this would generate a further AUD 5 million in management fees per annum, everything else constant, as well as providing Regal with the opportunity to earn an uncertain amount of performance fees on this sum. While not shown on this slide, the balance sheet remains very strong, with just over AUD 242 million of cash and investments as of December 2023, or AUD 200 million on a net debt basis. To conclude my presentation, I'd like to take a few minutes discussing our firm's strategy and outlook.

As a board, we've spent considerable time mapping out what the future looks like for Regal Partners, and I'm pleased to see that this slide shows there's a wide range of asset classes within the alternative asset space that could be complementary to Regal's existing offerings. Regal's heritage in long-short equities has formed the foundation of our company and has allowed us to expand into other private markets, such as private markets, commodities such as water, power, and more recently, private credit. However, as you can see, there are additional segments we currently don't have a presence in, and indeed, we're underrepresented in others. With that in mind, we continue to monitor a range of opportunities to add additional scale and expertise to the business.

This may include smaller bolt-ons as well as larger acquisitions, but whatever we explore must not hinder our existing runway to growth, which is substantial. Turning now to my final slide, our core strategic message remains the same. That is, our growth-focused strategy built upon three key pillars: A diversified and scalable platform, attractive market tailwinds, as investors are increasingly seeking alternative ways to generate absolute returns, and strong business economics, given our business is able to command higher fees relative to traditional long-only managers of equities or fixed income or passive products. In other words, we have multiple opportunities for growth organically, and if we're to do anything inorganically, we'll be very disciplined to make sure it's highly accretive to our shareholders. Given our staff are significant investors in RPL stock, we are very aligned with you in that regard.

So once again, thank you for your support, and I look forward to updating you all further in August this year when we release our first half 2024 results. I'd now like to hand back to Michael for the next stage of our meeting.

Michael Cole
Independent Chairman, Regal Partners Limited

Thank you, Brendan. We will now turn to the formal business of the meeting. I will take each item and resolution in order, as set out in the notice of the meeting. Our meeting today involves tabling and reviewing the accounts and five resolutions to be decided. In terms of logistics, when we reach a point for questions, we will start with online questions from the webcast first, then questions over the phone, and then questions in the room. For those online, please remember, you can submit your questions at any time during the meeting. Just please type clearly at the top, whether it relates to Financial Reports, or write the resolution number, or state if it's a general question, which we'll cover at the end of the formal business.

As a reminder to those on phones, please wait until each item of business before registering for a question on that item. Press 1 to register, press 2 to cancel. As we mentioned earlier, we will conduct a poll on all resolutions today, combining votes submitted before the meeting with votes that are cast during the meeting, both in the room and online. Since the online polls are already open, if you would like to vote now, please do so. Alternatively, it is also fine if you prefer to vote only after we have discussed each resolution. I will now allow some time at the end of the meeting for you to finalize your votes. For those voting online, if you make a mistake or change your mind, please just select your preferred voting option and that will override the original vote.

I note that BoardRoom are the returning officers for today's meeting and will conduct our poll. Certain votes will be excluded in accordance with the Corporations Act and the ASX Listing Rules. The proxy votes will be shown before discussion of each individual resolution. I advise the meeting that I'll be voting all undirected proxies in favor of the resolutions, as indicated in the notice of the meeting. As a result, as the results of the poll will not be available before the meeting closes, they'll be released to the ASX and be available on our website later today. Turning now to the first item of formal business, which is the tabling of the Financial Report, the Directors' Report, and the Auditors' Report for the financial year ended 31st December 2023.

company is required to lay before the meeting the last audited financial statements and reports, which were released to the ASX on the 22nd of February 2024, as part of the company's annual report. No resolution is required on this matter. However, I now invite shareholders or their proxies to ask any questions on those reports. Questions may also be asked of the auditors in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. Let's start with the online questions. I'll ask Rebecca to read out questions as they come through on the webcast.

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

Thanks, Michael. There are no questions online. I might go to the operator to see if there's any questions on the call.

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Okay. We now just go to the room, if there's any questions from the floor. Yes, sir.

Speaker 5

Further along. I just noticed in the annual report here, consolidated showed that AUD 45 million, some reduction. How does that reconcile with the figure that you gave earlier, which was, I think, something like AUD 32 million? What's the difference? A simplistic question for the group's FUM.

Michael Cole
Independent Chairman, Regal Partners Limited

Okay, Brendan, do you want to deal with that?

Brendan O'Connor
CEO, Regal Partners Limited

Yes.

Michael Cole
Independent Chairman, Regal Partners Limited

If it's really tricky, we can then go to William.

Brendan O'Connor
CEO, Regal Partners Limited

Exactly. No, it's a very fair question. So the Financial Report that you're referring to here provides a presentation of our financial performance, the consolidated financial statements, the comprehensive income statement on behalf of Australian Accounting Standards. Those accounting standards involve key amortization of certain non-cash items coming through the profit and loss. And so from a presentation perspective to shareholders, when we present our results, we feel that normalized profit, which excludes the amortization of certain non-cash items, is a better presentation of the true underlying value of the business that we're building here. So the broad difference is the profit for the 12 months ended 2023 of AUD 2.488 million is reconciled to the AUD 32.7 million on a normalized basis.

I believe in our presentation that we put out in February, we actually have a reconciliation of that, that we provide to shareholders.

Page eleven.

Page eleven, right-hand corner of page eleven, reconciles between the statutory profit and the normalized NPAT that, management and the board have determined to be a better presentation of the true underlying earnings of the business.

Speaker 5

Thank you.

Michael Cole
Independent Chairman, Regal Partners Limited

Any other questions from the floor? Okay. We'll now move to resolution one, which is the adoption of the 2023 Remuneration Report. Under the Corporations Act, companies listed are required to include, as part of the Directors' Report, a Remuneration Report. Remuneration Report for the financial year ended 31 December 2023 is included in the company's 2023 annual report. Corporations Act requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on matters included in the Remuneration Report. Given the vote is only advisory and does not bind the board or the company, however, the board will take the outcome of the vote into account when considering future remuneration decisions.

The board recommends that shareholders vote in favor of adopting the 2023 Remuneration Report, and I will now move this resolution, and we'll show the proxy votes on the screen before asking for questions. Okay, Rebecca, any questions from the webcast?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

No questions online, and I'll go to the operator. Thank you.

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Are there any questions from the floor? Okay, if there's no questions, we'll now move to voting. For those in the room with green cards, or if you are a shareholder or proxy holder and eligible to vote online, could you now complete your vote for Resolution one? Alternatively, if you prefer to wait, please complete your voting at any time between now and the end of the meeting. For Resolution two, as it relates to me, I will now invite my fellow director, Brendan, to conduct this part of the meeting.

Brendan O'Connor
CEO, Regal Partners Limited

Thanks very much, Michael. We will now move on to Resolution 2, the re-election of Michael Cole as a director of the company. So Resolution 2, re-election of Mr. Michael Cole as a director of the company. With regard to this resolution, Clauses 60.2 and 60.3 of the company's constitution states that directors retire in accordance with Clause 60.1, must be those who've been the longest in office since their last election, and if any were appointed or re-elected on the same date, they may agree among themselves to determine by lot of which must retire. With this in mind, the board has determined that Michael Cole is required to retire from office and be eligible to stand for re-election as a director of the company at the AGM. Mr.

Cole's details are set out in the explanatory memorandum of the notice of the meeting and also shown on this slide. As it states here, Michael has over 40 years' experience in investment banking and portfolio management. He has held the following roles over his extensive career: Executive Director and Executive Vice President of Bankers Trust Australia, Chairman of Challenger Listed Investments, Chairman of IMB Bank, Director of New South Wales Treasury Corporation, Chairman of SASS Trustee Corporation, State Super Board, Chairman of ASX Listed Investment Management Company, Ironbark Capital, and Chairman of Platinum Asset Management Limited. Michael has been a member of our Audit and Risk Committee since May 2023, but I might just hand back to Michael to say a few words about his re-election.

Michael Cole
Independent Chairman, Regal Partners Limited

Brendan, as you can observe from my CV, I've broad experience in investment banking, retail banking, and investment management over nearly five decades. Since becoming chairman of RPL on its listing nearly two years ago, it's been rewarding to work with the other directors and management to apply this experience to the RPL corporate goal to create a dynamic funds managed business, offering a broad range of investment strategies to a diversified investor base. As chairperson, the contribution of my fellow directors to looking after the interest of RPL stakeholders, mainly shareholders, staff, and investors, is noted and much appreciated. The refinement of our diversified investment management strategy continues to be our central focus. I'd appreciate your support as shareholders to continue to implement the corporate strategy in conjunction with the board and the management. Thank you.

Brendan O'Connor
CEO, Regal Partners Limited

Thank you, Michael. The board, with Michael, Mr. Michael Cole abstaining, supports the re-election of Michael Cole as a director. I now move that Michael Cole be re-elected as a director of Regal Partners Limited, and we'll show the proxy votes on the screen before asking for questions. Turning to the proxy votes, open proxies in favor of the chair of the meeting, at the time of the meeting, will be voted in favor of the resolution. Adjusting these votes, the votes on Resolution 2 are approximately 163.5 million in favor, 13,000 other proxy discretion, and 444,034 against. This equates to a 99.7% in favor, 0% other proxy discretions, and 0.3% against. I will now go to questions. Rebecca, are there any questions online regarding the re-election of Mr. Michael Cole?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

There are no questions, Brendan. Across to the operator. Thank you.

Operator

There are no questions via the phone lines.

Brendan O'Connor
CEO, Regal Partners Limited

Thank you, operator. Given there are no phone or online questions, I'd like to hand back... I'd now go to the questions in the room, I should say. No? Well, thank you very much. There are no questions in the room. In which case, I will now hand back to Michael.

Michael Cole
Independent Chairman, Regal Partners Limited

We'll now move on to Resolution three, which is the change of external auditor. As background to this resolution, the company's current auditor is Deloitte. Earlier this year, a competitive tender process was run on ongoing services audit, and the board selected KPMG as the new auditor of Regal Partners and its controlled entities. KPMG was primarily chosen due to its commitment of experienced senior personnel to RPL, the team's relevant industry experience, its clear value proposition, and its ability to bring insights beyond the orders. If Resolution three is approved, the appointment of KPMG as the company's new auditor will take effect at the close of the AGM. If Resolution three is not passed, KPMG will not be appointed as the auditor of the company, and the company will have no appointed auditor.

In these circumstances, the board may appoint an auditor to the company, which will hold office until the next annual general meeting of the company. The board recommends that shareholders vote in favor of Resolution 3, and I now move this resolution. I'll show the proxy votes on the screen. Open proxies in favor of the chair at the time of the meeting will be voted in favor of the resolution. Adjusting for these, the votes are approximately 162.8 million in favor, 13,000 other proxy discretion, and 26,000 against. This equates to 100% in favor, 0% proxy discretion, and 0% against. I'll now go to questions. Rebecca, are there any online questions?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

There are no online questions, Michael. Across to the operator. Thank you.

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Is there any questions from the floor? Thanks. We will now move to voting. Could anyone who is eligible please complete your vote for Resolution 3. I will now turn to Resolution 4, the approval and ratification of prior issuance of securities Employee Share Incentive Plan. As background, in September 2023, the company announced the issuance of Performance Share Rights, or PSRs, to certain employees to promote retention and alignment of employees with shareholders across the business under the terms of the company's existing employee incentive plan. A total of 2,137,084 rights were issued to employees for no cash consideration within the 15% annual capacity limit permitted under Listing Rule 7.1, thus not requiring shareholder approval.

These rights were issued in line with the company's practice of deferring a portion of variable remuneration for certain employees, whose remuneration exceeds a specific amount for a period of up to two years. This was to promote longer-term alignment and retention. None of the employees who received rights in September 2023 was a member of the company's KMP. The purpose of Resolution 4 today is to seek shareholder approval and ratification for the prior issuance of these rights that were granted in September 2023. If shareholders approve the resolution, the rights will no longer be treated as having been issued within the 15% placement capacity, thus making that capacity available for other business opportunities. If shareholders do not approve this resolution, the rights will remain issued under Regal's 15% placement capacity.

The board recommends that shareholders vote in favor of Resolution four, and I now move this resolution. I will show the proxy votes on screen. Open proxies in favor of the chair at the time of the meeting will be voted in favor of the resolution. Adjusting for these votes, approximately 162,600,000 voted in favor, 13,000 other proxy discretion, and 16,000 against. This equates to 100% in favor, 0% for other proxy, and 0% against. I'll now go to questions. Rebecca?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

No questions online, Michael. If I can kindly ask, though, if there's any questions on the floor, there's a microphone on the right-hand side of the room, or Nicole, on the left-hand side, has a roving microphone, just so online participants can hear the questions. But no questions online. Operator?

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Are there any questions from the floor? Okay, so we'll now move to voting. Could everyone who is eligible, please complete your vote for Resolution four. I'll now turn to Resolution five, the approval of amendment to constitution. The background to this resolution is that RPL's lawyers recently conducted an in-depth review of the company's constitution and recommended that certain clauses be updated to better align with the requirements of the Corporations Act and the ASX Listing Rules. The proposed changes are described in detail on pages 10 and 11 of the Notice of Meeting, and relate to quorum size of meetings, director nominations, and delegation processes for the directors. The board recommends that shareholders vote in favor of Resolution Five, and I now move this resolution. I will show the proxy votes on screen.

Open proxies in favor of the chair at the meeting at this time will be voted in favor of the resolution. Adjusting to these, the votes are approximately 163.9 million in favor, 13,000 other proxy discretion, and 31,000 against. This equates to 100% in favor, 0% proxy discretion, and 0% against. I will now go to questions. Rebecca?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

No questions online. Thank you, operator.

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Okay. Are there any questions from the floor? Nothing from the floor. We will now move to voting. Could anybody who is eligible, please complete your vote for Resolution Five. While you are doing that, I would like to note that we have now addressed all five resolutions. I intend now to call for any general questions, but we'll leave the poll open during this period. This means if you wish to take a bit longer to decide your votes or change your votes, you may do so. When we near the end of the meeting, I'll give you approximately 15 seconds notice. We intend to close the polls. I'd now ask if any shareholders have any general questions of the board. Rebecca, anything online?

Rebecca Fesq
Head of Client Business and Strategic Partnerships, Regal Partners Limited

Nothing online. Thank you, Michael. Operator?

Operator

There are no questions via the phone lines.

Michael Cole
Independent Chairman, Regal Partners Limited

Okay. Is there any questions from the floor? There's no questions from the room and no questions online or on the phone. Thank you, and that concludes section four, general questions. In case you have not completed your voting during the meeting, I will now give you a few moments to finalize your voting. As mentioned earlier, BoardRoom Regal Partners Share Registry will conduct the poll using the voting cards that you submitted today in this room, the online votes you submit, and the votes that were cast online before the meeting. As a reminder for those in the room, the persons entitled to vote on this poll are all shareholders and proxy holders who hold green cards. On the reverse of your green admission card is your voting paper and instructions. Please ensure you print your name where indicated, and sign the voting paper.

When you are finished filling in your card, please provide it to the BoardRoom staff to ensure the votes are counted. The BoardRoom staff will also be able to help you if you need additional time or assistance. If you require any help, please raise your hand. I hope all votes have been cast, and I now declare the poll closed and formally ask BoardRoom to count the votes. The results of today's AGM will be released to the market and made available on Regal Partners' website later today. I'd like to thank everybody for attending today and encourage people to contact the company's investor relations team if you have any other further questions. As there's no other formal business of the meeting, I declare the AGM of Regal closed.

For those in the room, feel free to join us for refreshments at the back of the room, with additional food, coffee, and tea available in the kitchenette just outside the room. Thank you very much for attending.

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