Broadcast nationally, I would also like to acknowledge the traditional custodians. Continuing connection to land, waters, and culture, I pay my respects. Nominated time for the meeting. I have been advised by the Company Secretary that I have to declare the meeting open. This year's AGM has been. We are also providing a video webcast of the meeting for shareholders. If you prefer to view the proceedings of the meeting remotely, and who are now logged onto the webcast. The notice with the ASX on 9th of April 2025. I propose to. Joining me here in Sydney today are Executive Director and Chair of the Audit and Risk Committee, Carolyn Colley, Non-Executive Director and Chair of the IT and. Deborah Homewood, Non-Executive Director and Chair of the Human Resources and Rem Committee. Non-Executive Director and Chair of the Environment, Social and Governance Committee. Non-Executive Director. Scott Wharton, Managing Director and.
Sophie MacIntosh on my right. Group Executive Legal Secretary Karen Hopkins, she is also present here today and will be available to answer questions from shareholders at time in the meeting. I will now make some brief comments about. And so far in 2025, before handing over to Scott to take you through these matters in more detail. I remind. Website. As many of you would be aware, this was my first 12 months as Smartgroup Chair. Chair in May last year. In February 2024. Mark is the Managing Director and CEO of the Australian Institute. Formerly the Global CEO of Herbert Smith Freehills. Mark has been. We continue to review the skills mix and board composition. Universe to guide Smartgroup over the years ahead. It has been my pleasure to work with my fellow board directors to support Scott and the management. Year of our strategic priorities.
These priorities are positioned. Future. Moving to the highlights of the last. Was a positive year for Smartgroup. The company delivered strong. Our strategic priorities are progressing well, and we have been making consistent operational progress while implementing long-term growth initiatives. We made significant investments in areas to drive growth and improve. We recorded revenue of AUD 305.8 million, EBITDA of AUD 118.7 million, and NPATA of AUD 72.4 million. With EBITDA and NPATA also up 18%. Operating cash flow generation remained strong at. Statutory net profit was AUD 75.6 million. We saw significant increases in our customer base in 2024. Novated lease numbers and fleet vehicles under. Confirming our solid market position and reputation in the sectors in which we operate. Digital marketing initiatives, improved customer experience, and ongoing. Added more leads this year than ever before. We also rolled out great innovations like our enhanced car leasing portal, which.
As a result, novated leases under management: 24,300 vehicles, an increase of 22%. The federal government's electric car discount policy was introduced in November, with the clear intention of making electric vehicles more accessible and affordable by reducing upfront and ongoing ownership costs. The policy seeks to accelerate the transition to electric vehicles, supporting Australia's broader climate goals. Since the policy's introduction, electric vehicle adoption has significantly increased, from 2% of new vehicle sales in 2022 to 9.5% by the end of 2024. The increase in EV adoption underscores its effectiveness in achieving these intended outcomes. Light commercial vehicles contribute over 10% of Australia's total emissions. The shift in market share towards EVs is an important step toward net zero emission targets. At the end of June 2022, EVs represented 44% of new vehicle orders for Smartgroup, up from previous periods. Our teams have been working diligently to ensure that we are well positioned to support our customers.
Transitioning into electric vehicles to support a. Importantly, this policy has brought increased awareness of Novated leasing generally and has been a welcome tailwind for the industry. The recent election has brought clarity to the debate on the Labour Party and their place in the country's energy and climate transition. Growth in the sector. Smartgroup have a strong competitive position with recurring revenues. We were pleased to have secured and renewed a significant number of large and medium-sized organizations as clients throughout o f the South Australian Government contract that commenced on 1st of July. This reinforces our position as a leading provider of salary packaging and Novated leasing services to Australian governments. Salary packaging customers increased 12% to 404,000. In fleet, we grew vehicles under management to 32,000 and continue to expand our self-funding pilot to strengthen our capabilities with around 750 vehicles.
Caring for others and for the planet is a smart way to do business. In 2024, Smartgroup again demonstrated. Pursuing a strong social agenda alongside our commercial goals with. In 2024, we invested nearly AUD 250,000 into 21 charitable initiatives spanning financial education, support for marginalized communities, and climate. Importantly, our Scope 1 emissions decreased by 15%. By 43%. As. It tackles rising living costs, we will be working even more employees. Scott will provide additional observations regarding our ESG highlights shortly. You can also find mobility strategy and other highlights in our sustainability report, which is again center on its website page. 2024 was the first full year delivering our strategic. We strive to deliver smarter benefits for a smarter tomorrow so they work smarter for our clients and their employees, our customers. Tracked and retained great teams. We add real value to the lives of their employees.
Build a more sustainable Australia. Again, Scott. In his presentation. Since listing , Smartgroup continues to deliver good returns for shareholders, both in capital appreciation as well. We have returned approximately AUD 577 million to shareholders in fully franked dividends, and our market capitalization has increased from. To approximately AUD 1.1 billion as of 30 April 2025. The slide demonstrates a strong history of value that Smartgroup has delivered to its shareholders over this period. I also. Capital allocation, ensuring that we deliver long-term sustainable growth. Our strategic priorities provide significant opportunity and growth. To ensure that we make the most of these opportunities. We will continue to invest in core and digital customer experience and improvement initiatives. Allocating sufficient capital to ensure we can execute well. Ability to take advantage of potential acquisitions, partnerships. It is our intention to pay fully franked dividends in line with. Of NPATA.
We will look to return excess capital to shareholders whenever appropriate. Consistent with this, and factors including our solid returns and cash generation and our business, the board declared a fully franked final ordinary dividend. In addition, the board also declared a fully franked special dividend of AUD 0.1175 per share interim ordinary dividend. This brings fully franked dividends to AUD 0.485 of 2024 NPATA. With its capital allocation policy of returning capital to investors where to invest in our business for growth. Finally, as evidence of our disciplined approach to capital management, you can see from equity for our shareholders, which is currently 29% after tax. That is an envious number. Management team and all of Smartgroup's dedicated employees for their hard work. I would also like to thank our loyal clients, suppliers, and shareholders for their ongoing support and to take this opportunity to acknowledge my.
Who have continued to apply their experience and insights to guide Smartgroup's strategy and direction. I will now hand over to Scott.
Thank you, everyone. I will first talk about Smartgroup's investment. Following that, I will provide some more details about our strategic priorities and the progress we have made to date. Our 2024 financial results and provide more. Trading for the first quarter of 2025. Proposition remains compelling. Smartgroup is uniquely placed to continue to deliver strong growth. Shareholder returns. Smartgroup is a leading fleet solutions provider with a client base that employs. Our existing client base represents a significant. During 2024, we provided services to 541,000 of those over 2,0 06,000 vehicles across Novated leasing and fleet. Significant recurring revenues and long-term contracts with client segments like government, health, education, and. Our offerings are even more relevant to our customers during time. People are looking for ways to make the most of their take-home salaries. We have a track record of revenue growth.
Earnings base with strong cash flow conversion. Investment proposition to shareholders is underpinned by our. This means in this model that we carry relatively low levels of vehicle residual value risk. Strong balance sheet and high free cash flows. This means to shareholders at the same time as we are investing. The operating environment is favorable for Smartgroup. Pressures are impacting many Australians and Smartgroup's products and serve Australians with those pressures. In delivery timeframes and the federal government electric car discount for Smartgroup. Finally, we of strategic priorities to drive profitable growth. We are focused on our customers and our core businesses of salary packaging, novated leasing and fleet. And technology to accelerate growth and deliver. This slide recaps Smartgroup's strategic priorities and focus areas communicated in. First, Smartgroup is focused. Digital salary packaging offering that makes the most of our scale.
To do that, we are consolidating our core technologies and processes, including Smart. Second, novated leasing, including through EVs, meeting the increased demand and interest as we continue to enhance our market. Third, we are innovating our proposition to customers and clients. We are doing this by expanding our offering to unlock more value for our clients. We're also scaling our benefits program to provide more, improve their financial well-being. Finally, in fleet capabilities and our balance sheet funding pilot for fleet vehicles. Through this pilot, we are meeting a key need. We will continue to closely monitor residual values, in particular vehicle values and the changes to fleet happening across Australia. These areas of focus are positioning Smartgroup strongly for the opportunity. Smartgroup's strength is how deeply we care about our customers. Build on that and create a culture that is relentlessly focused. End customer experience.
With that strong culture and by harnessing technology, we are delivering smarter experiences. Customers and clients are continually finding ways to work smarter and be responsive to their needs. Since our strategic priorities last February, we have been working hard to report that in 2024, we made solid progress as a group for the opportunities ahead. In the first, we focused on our core business and prioritized investments in customer-facing processes. We also made improvements in digital marketing to reduce our costs and expand the customer funnel. As we move forward, focus will also be on enhancing the efficiency and effectiveness of our operations. We successfully launched our single brand to simplify client and customer channels for our products and services. During the year, we transitioned our Advantage brand clients and customers and consolidated our Smartleasing and Smart brands. This reduced our number of brands from six. We will continue to progress the brand consolidation as part of our strategy.
We have delivered customer service automation and efficiency improvements in 2024. Examples include enabled multilingual chat support for our customers, which improved the effectiveness of our customer interactions. Innovations like these helped us achieve efficiency improvements, including increasing the number of full-time equivalent employees by 10% in 2024. These initiatives are delivering improved attract more clients. As a result, we by 12% and more than doubled new client wins. Importantly, our net promoter score, which measures, grew more than 10%. In improvements, our enhanced car leasing portal continues to delight and quicker to customize quotes, apply for credit. It has also increased digital conversion compared to the portal. As a result of our digital investments, we saw a significant increase in revenue channels in 2024. We continued building evolving needs. For example, in the second half, management company Intellihub introducing their home, which includes solar, battery, and chargers.
We remain committed to anticipating our customers with them. Our smart rewards platform, which is valued by our customers and clients with over 30,000. In 2024, in fleet, we expanded our fleet offering to larger clients and continued to grow. We have also made various operational processes based on feedback from our clients. During the year, we divested two non-core businesses to further focus on our core of salary packaging, novated leasing, and active growth opportunities. Finally, bringing additional capabilities as part of an operating model reset. This new operating model will drive further focus. Our investments aligned with our strategic priorities are helping accelerate sales and attract greater interest. In addition to providing an improved customer experience, it will allow us to continue to expand and improve our digital conversion and efficiencies in operations. Customer digitalhome, smart.com.au.
Customers to engage with us on their salary packaging and novated leasing needs, how they want and when they want. Portal, the latest version of the car leasing portal, represents a significantly improved digital experience for our customers. Display, car comparisons and customization, all application. Similarly, we have commenced the salary packaging customer journey. For example, the customer sign-up process and reduce the required time. To continuously evolving our digital assets to ensure they remain delivering exceptional value and convenience to our. I will now provide some highlights of our performance and operational update. Before I go into the 2024 highlights, I wanted to highlight the growth opportunity. We are a leading provider of salary packaging, not-for-profit and health segments in Australia, where we have a strong long-term contracts. We have done a great job winning the segments in which we operate.
However, we strongly increase penetration in our existing client base through better awareness and our market-leading digital assets. Further growing uptake of our services by customers who work for employer clients already with Smartgroup. An opportunity to use our scale to further expand acquiring more clients not currently with Smartgroup. About the potential for growth in the corporate segment, which currently represents salary packaging customers, but more than 15% of total eligible employees. Our value proposition is. We have welcomed many new clients in 2024. Our focus on the small and medium business segment through our Autopia brand, which has been part of Smartgroup for almost. Autopia has over 1,000 small to medium-sized solutions to easily access Novated leasing, and it will. Group going forward. I also wanted to talk about the market opportunity and how we believe Smartgroup through our scale and ongoing investments.
As we focus on continuing to enhance our customer experience presence, we will be creating additional operating leverage for our clients. This operating leverage comes. Firstly, we are focused on winning additional clients. Scale of our platform and our relationship management teams. A million customers. Secondly, we to expand our penetration of the existing client base with our. To leverage the great work of the operations teams that these clients. And finally, we are focused on to better meet customer needs in order to increase retention. We believe we are making steady progress on will ultimately drive improved financial returns over the median. Smartgroup delivered a strong financial and operational performance in increased 22% versus 2023. AUD 105.8 million. Novated leasing volumes driven by demand-generating activities. Our service proposition and strong customer experience enabled Smartgroup to retain clients and attract new ones. Targeted investments to generate and meet additional Novated.
We also continued to invest to deliver our strategic and more digital business, growing through great customer service. EBITDA of AUD 118.7 million was up 18% on 2023, and EBITDA margin. Year. Importantly, our second half 2020. 28% as planned. During the. To AUD 72.4 million. Delivered operating cash flow conversion at 108% of NPATA. As John mentioned, we continued to grow salary packaging, customer numbers, Novated leases under management, and fleet numbers. In 2024, our proposition. Both electric and internal combustion engine vehicles. December 2024, electric vehicles accounted for 44%, including plug-in hybrid vehicles at 13% of new vehicle orders. While the electric vehicle share is growing, internal combustion engine vehicles remain. Of our business. In 2024, the number of increased 12% compared to 2023. Yield increased 7% versus 2023, driven by new car leases versus refinances, supply chain renegotiations, and vehicle mix. Yield management.
As I mentioned earlier, we are making solid progress and are on track to achieve our ambition of delivering tomorrow. As John mentioned, during the year, we strategy, achieving a number of milestones and exceeding our goals. Publish a comprehensive sustainability report every year that is available. We are proud to have received an 11.5 ESG risk rating from Sustainalytics, places percentile globally. We were also ranked in the S&P Global Sustainability Assessment. In. Recognized as an employer of choice for gender equality by Workplace Gender Equality Agency. We have held this. Smartgroup was also recognized by. As a leader in ESG practices and received an ESG Prime Responsible Investment rating from them. The importance of ESG and diversity and inclusion to Smart. Late in 2023, we t o differentiate our service offering, including stronger engagement, digital marketing, and strengthening service levels in our contact center.
These improvements are all delivering great results. Novated leasing business continued to in the first quarter of 2025 and continued to grow. New lease orders were up 21% compared to 2024. Average monthly total settlement used and refinanced vehicles was up. Quarter of 2024. Compared with. This also represented a 9% increase in monthly average new lease orders and a 1% increase in total settlement volume. A higher proportion of new. Supply chain renegotiations and shifts in vehicle mix. Improvement in yield versus the first quarter of 2024. The second half of 2024. Vehicle. Continued to improve this year. Our pipeline. At the end of March 2025, in line with December 2024. Given the end. Exemption for plug-in hybrid electric vehicles at the end of March. For them in the first quarter of 2025. This resulted in new lease settlements representing 80% Novated volume in the first quarter of 2025 compared to the second half of 2024. Importantly, although plug-in hybrids will continue to be available for novated, electric vehicle discount policy remains available for battery electric vehicles. Remains available for all vehicle types. As expected, in April 2025, we saw a drop. While demand for internal combustion engine and battery electric, we expect that there will be a change in vehicle mix over the coming months, but importantly, anticipate that overall remain stable. Electric vehicle market is continuing to expand and that there is increasing in this market segment, including electric vehicle manufacturers' affordable prices. This and increased awareness resulted in electric vehicles accounting for 51% of all new vehicle orders in the first quarter of 2024. Hybrid vehicles at 21% of all new vehicle orders. New vehicle orders increased 45% in the first quarter of 2025. New orders increasing 177%.
2024. In the first quarter of 2024, internal combustion engine vehicles ordered increased 4%. This highlights all types of car purchases. In 2024, 49% of new orders during the quarter. Our investments in digital and customer experience are intended for all vehicle types. Focus on Smartgroup's strategic priorities and invest in our ability to drive growth. During the first quarter of 2024, demand remained stable and we grew salary packages, Novated leases, and fleet vehicles under management. 2025 average monthly revenue grew 10% in 2024 and was in line with the second half of 2024, supported by plug-in hybrid vehicle demand. On customer experience and as a result, recently Monash Health and Grampians Health in Victoria, Tasmanian Government and Transport for New South Wales leasing panels, and we have also won new corporate clients. In the medium term, we'll also be on driving operating leverage by programs. We remain cautiously.
We have all witnessed the market and economic volatility of policy decisions out of the U.S. At this stage, these decisions have not significantly impacted Smartgroup's. We continue to monitor external factors, including rates and geopolitical impacts on vehicle supply chain. Highlighted, we are executing well on our strategic priorities. Digital CapEx to be between AUD 11 million-AUD 13 million. In the first quarter of the year, we delivered Hub's Enr eal and also BMW Financial Services. Will strategically position Smartgroup for sustained profitable growth, enhancing value for our shareholders. I would like to thank our Chair, directors, the executive team, team members for your hard work and commitment in 2024. Customers and, of course, our shareholders, we'd like to express our gratitude.
We will now move to the formal part of the meeting. I will start. Questions and voting on the formal items of business.
As this meeting has been convened as a physical meeting, shareholders may only. Only shareholders and proxy holders holding yellow voting cards will be entitled to ask questions from the floor. Cards are not entitled to speak at this meeting. If you wish to raise a question from the floor, could you please hold up your yellow or blue. I call you to ask your question, could you please move to the microphone in the. And identify yourself and another shareholder, the name of that shareholder. You may then ask your. School shareholders asking questions from the floor to keep your questions short and to the point so that as many shareholders as possible have the chance to ask. We also ask shareholders not to ask more than two questions at a time. We invited shareholders who were unable to attend the meeting in person today.
I understand from our company secretary that lodged online before the meeting. We reserve the right to rule out questions that do not relate to the business of the meeting. Questions that are substantially similar to questions that have been already answered. We will endeavor to answer as many of the questions asked as possible. The company's constitution and as stated in the notice of meeting, as Chairman, will be conducted by a poll rather than a show of hands. Constitution, the board has determined that shareholders entitled to vote on a resolution at this meeting may exercise a direct vote on that resolution. Rules governing direct voting, which are available on the investor section of the company. Shareholders were given the opportunity to exercise a direct vote before the standing form that accompanied the notice of meeting.
Standing voting form to appoint a proxy to vote on their behalf at this meeting. As set out in the notice of meeting, I will vote all directed proxies in accordance. I will vote all undirected proxies in favor of all. Shareholders and proxy holders who are attending the meeting in person today and who have not exercised a direct vote before this meeting should. Entry to the meeting. If you did not receive a yellow voting card. Of MUFG Corporate Markets who are located by this room. Shareholders and proxy holders cast their votes on all resolutions by completing the voting. Representatives of MUFG Corporate Markets will circulate the voting boxes after all the resolutions have been discussed. Shareholders will be asked to complete the meeting dated 9th of April 2025.
For each proposed resolution, there will be an opportunity for shareholders to ask questions as I have just described. I will then put the resolution to the meeting. Votes and proxy votes received on that resolution before this meeting. As I have previously explained, voting on each. The poll for each resolution is now open and will be held at this meeting. The results of the poll on all resolutions will be available on the platform and made available on the company's website as soon as possible. The first item of formal business. Statements and reports for the financial year ended 31 December 2024 annual report. This item of business does not require. Or to formally adopt the reports. Shareholders or their financial statements and reports or about the management of the company. May also ask questions of the company's auditor, KPMG.
The preparation and content of the audit report, accounting policy, independence of the auditor in carrying out the audit. Questions relating to this item of business or any general business questions. Are there any.
Brian Ellison, shareholder, for your presentation there. One thing that I was curious about is you mentioned, I think, the. Of the electric vehicles, particularly. And I'd just like you to give us a bit more information. Resale value when you come to stop, you know, come to the end of their term of.
Great question. Thank you. A few points I'd make there. First, I think that the increased number of new low-op EVs in the market is good for us as a business because it'll stimulate more. Which are teachers, nurses, not-for-profit workers, having a greater. Great from our standpoint. That'd be an overall answering point I'd make.
Second thing I'd say is, you know, by the nature of novated leasing, the schedule that we work to is very conservative in their repayments. We actually see that there's a relatively low risk for our customers with the resale values at the end of lease. You know, one of the many great things about Smartgroup is that we don't actually take ultimately the residual value risk for that. Those EVs in this example would go out to and sit on their balance sheet, not on ours. Customers, we think that we're taking the right steps to make them aware of the depreciation schedules that are built into our leases as a form of protection. Yeah, overall, though, back to the broader point, for EVs, as more EVs come into this market, I do think that'll be great for Smartgroup.
We do encourage that because of their more user-friendly nature.
Me that they have much more of a future than the EVs?
Yeah, great question. I think. Take a step back. If you look at what one of the more mature markets around the world that are ahead of Australia on EV. For example, Norway or California. The 10% new vehicle order number being. Particular, you see an acceleration of battery EV purchases. Stating the obvious, word of mouth, people talk to each other and demystify battery EVs. Who has one. Back to plug-in hybrids, I think coming years, in particular, while national infrastructure continues to improve. Especially for some areas of Australia, in particular, regional. Remain a really great vehicle option for our customers. Back to what I touched on in the speech. Hybrids, the FBT exemption ended at the end of March. A plug-in hybrid through a Novated lease. Level of demand there.
Over time, if you fast forward, it's hard. We've got strong national infrastructure at that point, hopefully government around the nation combined with battery technology, where the range is getting longer and longer and longer. Hybrids won't be the go-to for anyone in Australia. It'll ultimately be five years, I think, remain an important option for us to have for our customers.
Shareholder, one of the things I've heard is that the residual value on zero on a lease. Is that true?
On electric vehicles, the residual value. No, people are able to resell their vehicles for a lot more than zero.
There are two factors. One is the initial high price, and that's coming down with all the imported Chinese cars, which in my opinion, I'd be very reluctant to buy one. The old-fashioned cars, the petrol cars. Residual, but.
The other thing that worries me about EVs, not so much, is I keep hearing of all these fires, how the fire brigade has got to get special. Normal fire, they go to and it is out in five minutes. Electronic batteries take some 24 hours at least. That, to me, is not a very good thing for EVs.
Yeah, really good. Firstly, you are right. EVs have been more under pressure over the past couple. Increased competition. Combustion engine vehicles, their residual value is holding up. I would expect that will sort of normalize over time, especially. Market at lower price points, and you will see more equilibrium over time between a combustion engine vehicle as you would versus an EV.
Dynamics in the sector over the past three or four years, as you know, is just the global supply chain constraints where there's been this distortion on delivery times between. Yeah, back to the point I made earlier for our customers, we're going to educate our customers well through the sales process on what the risks are, depending on the. Also that the depreciation schedules within the Novated lease are appropriately followed by the ATO's own guidelines on what those depreciation schedules should be. Yeah, and with respect to the safety around EVs. Comes up with our customers and. Around that. I'd say that, yeah, notwithstanding, there have been examples. As a percentage, it's a fairly low number.
Please. Good morning. My name's Andy Darrock. I'm the proxy. Firstly, thanks very much to the board and management. It's been a good year.
You've done a great job, so tip my hat to you all. Why, unlike the vast majority of the ASX 300, a hybrid AGM? Naturally, the second-best market group leases vehicles to the AGM, but for individual shareholders, would it not be best practice to have a hybrid? What I think is quite refreshing, a board that doesn't sit on. Mark, we're very privileged to have the CEO. Directors, would it not stand that best practice would be to.
Okay.
Happy for the Chair to answer that, or would you like me to?
No, that's fine, Andy. So we. The last couple of years and have a look at what we. COVID, when we actually couldn't have a meeting, we went complete virtual. We did that, and that actually worked quite well. For the years, a couple of years that followed, we had a hybrid meeting.
What we found was a couple of things. One is that no questions for anyone outside of the shareholders' meeting. So we got no questions beforehand during the hybrid sort of structure of the meeting. That is because it costs us a fair chunk of money to actually hold the hybrid, and because we were not getting much of holders regarding the utilization of the hybrid, it cost us money. I think we have an open mind. I mean, we are a company that tries to sort of do best practice, but frankly, we have heard from no other shareholder that they want a hybrid meeting. This is the situation. If holders in other states really want to have a hybrid meeting, then we would consider it. I think in relation to Mark, I agree with you. He is a good addition to our board, which is good.
He's doing a good job, and we're delighted to have him on the board. As dealt with the question. Very happy to sort of reconsider. It obviously costs the company quite an amount of money. If shareholders truly are going to utilize that and see value in that, then we can. On a hybrid meeting? You haven't answered that. Oh, yeah.
A hybrid meeting is one where you're in person, but active webcast effectively going of the meeting where shareholders can ask questions.
Outside of the meeting.
You've perfectly preempted my follow-up. I did detect a few raised questions had been submitted prior for the written questions. Cost of undertaking a hybrid AGM? Because naturally. MUFG to administer the meeting and webcast it live. For last year's, but what is the actual cost? We don't have a current.
Because we didn't do it, so we didn't ask for it.
I can give the.
I think it was about AUD 20,000-AUD 30,000 extra, but I don't have a current quote.
Again, I come back to the same point. If shareholders want to have this, then we're happy to do it. Obviously, it costs a bit more, but we can do that. I don't think we're. We've done it before. We can do it again. It just struck us that it wasn't value or the cost that we would incur to do it, so. Okay. Now move to the next item of business. We now move to resolution one, which is the non-binding and advisory year-ended 31 December 2024. The Rem report is set out in the 2024 annual report. After the. Questions on the Rem report. I now move for the year-ended 31 December 2024 be adopted.
This item of business. Are there any questions from the floor? Please.
For Stephen Main. Which of the main houses covered Smartgroup, and did any vote against any of the resolutions today?
So the only three? Three? Three of the houses.
Yeah, ISS, Glass Lewis, etc., etc.
Yeah. So ISS
Glass Lewis, Ownership Matters, and ACSI.
All covered?
All covered.
And all voted for all the resolutions.
Wonderful.
Other questions? Okay. As there are no further questions, I will now put the resolution to the meeting. Resolution as shown on this slide. Okay. We will now move to Carolyn Colley as a director. Carolyn retires at this meeting in accordance with the company's constitution and being eligible offers herself for re-election. Relevant to Carolyn's proposed re-election is set out in the notice of meeting, and I note that it supports Carolyn's re-election. Carolyn will now say a few words.
Good morning, ladies and gentlemen. I joined the board of Smartgroup in. Now before you today for re-election. I hold a Bachelor of Economics, a Diploma Fellow of the Institute of Chartered Accountants, Australia and New Zealand, and a graduate of the Australian Institute of Company Directors. Over the past six years. Group through being the IT of the Chair of the IT and Innovation Committee, SG, and Human Resources Committee. These roles have enabled me to. With a strong focus on governance, innovation, and technology. In addition to my role at Smartgroup, I currently serve as an independent. Australia, Count Limited, the ASX Clearing and Settlement. In Australia and New Zealand. I also chair a not-for-profit organisation. These positions enable me with valuable knowledge and experience in covering the evolving regulatory across Australia and in the region.
I remain committed to helping value for shareholders and staff through a rapidly changing environment. I would be honored to continue to serve the company and the stakeholders of Smartgroup in the years ahead.
Thank you, Carolyn. I have the pleasure of reviewing Ms. Carolyn's constitution and being eligible. Offers herself for re-election to be re-elected as a director of the company. I will now address. Are there any questions from the floor? Further questions. I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution as shown on this slide. We will now move to resolution three, which is for the re-election. And retires at this meeting in accordance with the company's constitution and being eligible offers herself for re-election. Information. Set out in the notice of meeting, and I note that each of the other directors.
I will now say a few words.
Thanks, John, and good morning. I was first elected to the Smartgroup board at the 2022 AGM, having joined the board a couple of months prior to that. I have seen the company over the past three years and see the way it has grown and developed. A little bit of my background. Over the last fifteen years, I have served in various non-executive director and chair roles, listed, private, not-for-profit, and government. In addition to my Smartgroup role, I am also a director of the board of St. Vincent's Health and Audit and Risk Committee for that entity as well. Some of my previous directorships have included GPT Group, Smartgroup, and I have chaired Water New South Wales and Specialty Fashion. I have an economics degree, and I trained as a chartered accountant. The last 35 years or so is largely in the area of finance, accounting, risk management, and governance.
Worked for a range of companies in Australia and overseas. Using that 35 years or so of experience and insights that I've gained during my career, I believe I can continue to contribute. Smartgroup. I am very cognizant of the Executive Director, and my focus is always interests of shareholders and stakeholders of the business. I can confirm that I have the time to commit to the role. Thanks for your consideration. I'd be very reluctant to meet today, and hopefully I can catch up with some of you. Thank you. Thank you.
Thank you, Anne. I have pleasure of moving Ms. Anne McDonald, who retires in accordance. Eligible, offers herself for re-election, be re-elected as a director of the company. I will now address any questions relating to this from the floor.
As there are no further questions, I will now put the resolution to the meeting. The direct votes and proxy votes received for this resolution are shown on this slide. It is to seek approval for the issue of securities under the company's short-term incentive plan pursuant to paragraph B of exception 13 in the ASX. If that approval is given, securities issued under the plan during the three-year period following the passing of resolution four.1. Detailed information about the plan, including a summary of the terms of the plan, is set out in the explanatory note by the ASX listing rules. In summary, any issue of securities under the plan during the three-year period counts towards the company's 15% limit on issuing equity securities under ASX listing rule 7.1, provided that.
The terms of the plan, and secondly, the number of equity securities AGM does not exceed the number specified in the notice of meeting. This number is 6,700,000 shares. Number of ordinary shares on issue as at the date of the notice of meeting. Securities under the plan assist in the reward, retention, and links the reward of eligible employees to shareholder value, create eligible employees with shareholders by providing an equity interest in the form of options, performance rights, and/or share appreciation rights. I will now address. Are there any questions from the floor? As there are no further questions, I will now put the resolution to the meeting. The direct resolution as shown on this slide. We will now move to resolution five, which is for the approval to plan to Mr. Scott Wharton, the company's Managing Director and CEO.
Proposed issue of shares, including a summary of the terms of the loan funded in the explanatory notes to the notice of meeting as required by the ASX listing rule. If shareholders approve resolution five, the company will issue to Scott 834,189 ordinary shares. Vesting period ending on 31 December 2027. Hurdles and other vesting conditions described in the explanatory notes to the notice of meeting. The performance, return, and earnings per share over the three-year vesting period was tested against the earnings per share hurdle and the remaining 25% hurdle. Any shares that did not vest at the end of the vesting. If shareholders approve resolution five, the company will also loan Scott an amount equal to the total issue price of all shares to be issue price taken to be the 20-day volume-weighted average price of shares. Anne.
Scott cannot sell any of the shares until any outstanding balance on that loan is repaid. That the performance hurdle strongly aligns Scott's ability to derive any value from the shares and the interests of shareholders. I now move. I will now address any questions relating to this item of business. Are there any questions from the floor? As there are no further questions, I will now put the resolution to the meeting. The resolution as shown on this slide, which is for the approval to issue 48,338 for the company's short-term incentive plan to Mr. Scott Wharton, the company's Managing Director. Information about the proposed issue of performance rights, including a summary of the terms of the short-term incentive plan, is set out in the explanatory notes to the notice of meeting rules.
In summary, if shareholders approve resolution six, then the company will issue to Scott performance rights in dollars comprising 50% of Scott's maximum for the 2025 financial year. Subject to Scott. The achievement of these KPIs will be details of the KPIs and the reported in the company's Rem report. Excuse me. Conditions apply to the performance rights. I will now move to the meeting, and I will now address any questions relating to this item of business. Are there any questions from the floor? As there are no further questions, I will now put the resolution to the meeting. The resolution as shown on this slide. Meeting, and I now declare the meeting closed. The poll will remain open for a further five minutes and will all shareholders and proxy holders complete your yellow voting cards and place them in the voting boxes being circulated of MUFG Corporate Markets.
The results of the meeting will be announced and will be available on the company's website as soon as possible after the close of the meeting. Thank you for participating in our meeting today. Board and management look forward to. Shareholders here at the venue are invited to join the board for light refreshments in the foyer. Thank you very much.