Superloop Limited (ASX:SLC)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2022

Oct 11, 2022

Peter O'Connell
Chair, Superloop

Good afternoon, ladies and gentlemen. My name is Peter O'Connell. I am the Chair of Superloop. Thank you for joining our 2022 annual general meeting. I would like to acknowledge the traditional custodians of the land on which we meet today, the Gadigal people of the Eora Nation. We pay our respect to their elders, past, present, and emerging. It is now 2:30 P.M. Sydney time, the nominated time for our AGM. I have been advised by our company secretary that a quorum is present, and so I'm pleased to declare our 2022 AGM open. As this is a hybrid meeting, shareholders can participate either via the online platform or physically at our venue today.

With me in Sydney, I have Paul Tyler, our Executive Director and Chief Executive Officer, Drew Kelton, Non-Executive Director, Vivian Stewart, Non-Executive Director, Stephanie Lai, Non-Executive Director, Tony Clark, Non-Executive Director, Tina Ooi, our General Counsel and Company Secretary, Luke Maffey, ESG and IR Manager. Also joining us today are members of the management team, including CFO Luke Oxenham. We also have Tendai Mkwananzi representing our auditor, Deloitte, and Darren Pocock and Adrian de Bruin from Baker McKenzie, our external law firm. Tendai is available to take questions on the conduct of the audit and the preparation and conduct of the independent external auditor's report. This afternoon, I'll make some introductory remarks regarding your company's performance in the 2022 financial year, and then comment on more recent achievements.

We will then conduct the formal business of the meeting before handing over to our Managing Director and Chief Executive Officer, Paul Tyler, who will provide a more detailed review of Superloop's activities during the 2022 financial year, as well as some observations about the outlook for the company.

Paul Tyler
Executive Director and Chief Executive Officer, Superloop

I joined the Superloop board in November of 2021 as independent chair, and I'm delighted to be a part of such a vibrant and growing organization. My experience in the consumer telco space complements the board's existing strong experience in the business and wholesale markets. FY 2022 marks the halfway point from the implementation of our three-year growth strategy, which commenced in January of 2021. I am very pleased with the progress we have made and even more excited about the future.

To date, we have substantially improved our balance sheet and have exceeded our FY 2022 EBITDA guidance range of AUD 23 million-AUD 25 million. We have also simplified the business into three segments based around customers, leveraging our significant fiber networks and allowing us to broaden our product scope, delivering a lower cost to serve. Consistent with our strategy to simplify the business, build scale, and improve return on invested capital, FY 2022 saw the divestment of Hong Kong and certain Singapore assets and the acquisition of Exetel and the Acurus businesses. As part of repositioning the business, several new appointments were made at the executive level, bringing a wealth of experience and expertise. The Exetel and Acurus acquisitions have enabled us to increase asset utilization by adding customers and scale, positioning us well to accelerate our growth strategy. The recent VostroNet acquisition will also assist in that regard.

In addition, the simplification of our three reporting segments, consumer, business, and wholesale, has provided greater clarity in terms of financial reporting, customer-centric focus, roles, and responsibilities within the organization. Our strategy is clear and simple. We are leveraging our quality telecommunications infrastructure assets to support the challenges in our market, Superloop included, to gain a 30% share of the Australian interconnectivity market. Following significant progress made in FY 2022, Superloop is now a far simpler and attractive investment, underpinned by organic growth momentum, growing EBITDA, and a strong balance sheet with capital flexibility. Superloop will continue to deploy capital prudently while evaluating M&A prospects where appropriate, as well as investing in organic growth opportunities and maintaining sound financial metrics. Consistent with this approach is our recent acquisition of smart building provider VostroNet and the preferred network partnership with Uniti announced yesterday.

On a pro forma basis, as at 30 September 2022, assuming the completion of payments made under the VostroNet and Uniti transactions, Superloop has available liquidity of approximately $ 75 million. Paul will expand on capital allocation later in his presentation. Turning to board matters. At the last AGM, we farewelled Bevan Slattery as Chair of Superloop. Bevan made an enormous contribution to Superloop and remains a significant shareholder of the company, and I thank him on behalf of us all. The process of succession planning and board renewal is ongoing, as is our long-term commitment to diversity of representation in our non-executive director ranks. The board now comprises six directors with four non-executive directors who are assessed as independent. I am confident that your board has a strong mix of relevant skills and experience to successfully pursue the next phase of your company's growth.

Peter O'Connell
Chair, Superloop

While discussing people, it's also appropriate to discuss remuneration arrangements at Superloop. Following a comprehensive review of Superloop's executive remuneration structure, the board has introduced a new executive performance rights plan and a new general performance rights plan. In addition to the items of business relating to the financial statements and reports, the remuneration report, the election of a director, the Acurus acquisition, and an increase to the non-executive director fee pool, you will shortly be asked to approve both the executive and general performance rights plans, as well as grant of performance rights proposed for our Chief Executive Officer, Paul Tyler, under Superloop's proposed new executive performance rights plan. I would like to take this opportunity to provide you with some context for the new incentive structure and how it will apply to the CEO. The executive performance rights plan has two key objectives.

First, to facilitate executives building a meaningful shareholding position in the company, subject to appropriate performance hurdles being met, so that they are aligned with the interests of shareholders generally. Two, to provide incentive for the sustainable and maintained long-term financial performance and growth to enhance shareholder value of the company. The board believes that it is in shareholders' interest to provide the CEO with an equity-based long-term incentive to ensure there is alignment between shareholder outcomes and CEO reward, and we ask that you support this resolution. Similarly, Superloop has introduced a general performance rights plan to offer eligible participants across the Superloop business the opportunity to become shareholders of Superloop and enhance employee engagement by aligning employees' interests with Superloop's performance and the interests of shareholders. We ask that you support this resolution also.

Under the general performance rights plan, Superloop has offered all employees, excluding executives, 2,000 performance rights in recognition of their hard work while the business has undergone significant changes in the 2022 financial year. Superloop is also seeking shareholder approval at this AGM to increase the maximum aggregate of remuneration that can be paid to non-executive directors each year, the annual fee pool, from $ 750 thousand to $ 900 thousand. Increasing the annual fee pool will provide the company with flexibility to expand the size of the board during transition periods as part of an active board renewal and succession planning process, introduce additional committees or advisory boards if requested, and continue to attract and retain non-executive directors of the highest caliber by maintaining market competitiveness of directors' fees. We ask that you support this resolution, which is allowable under the company's constitution.

We are well-positioned to continue to deliver sustainable growth in financial year 2023 and beyond to drive shareholder value. We are confident about the future of Superloop. Looking ahead in financial year 2023, the group will continue to focus on its growth strategy. This will be delivered via leveraging our assets, including the Exetel and Acurus acquisitions, and investing in our brands, products, and customer experience. Enhancing customer experience is of paramount importance as we seek to increase asset utilization of our high-grade fiber networks. In closing, I'd like to thank my board, my colleagues on the board for their contribution and commitment during the year. On behalf of the board, I would like to recognize the dedication and contribution of all Superloop employees to the company's ongoing success.

Finally, I'd like to thank you, our shareholders, for your continued support, and I look forward to engaging with you in the future. We will now move on to some of the procedural matters. Before we can move to the formal part of the meeting, there are a few housekeeping matters I need to address. I will now summarize the shareholder questions and voting procedures which will apply to this meeting. As set out in the notice of meeting, there are eight resolutions to be considered today. The resolutions have been outlined and explained in the explanatory memorandum that was included in the notice of meeting. Each resolution will be put to the meeting. Shareholders' questions which are submitted online, which are relevant to the resolution, will be read out by Tina Ooi, our General Counsel and Company Secretary, and addressed by myself and Paul Tyler.

I will then advise the number of proxy votes received on each resolution before moving to the next item of business. Any questions that come through relating to the general business of the company will be noted and addressed after the formal proceedings have been dealt with and the meeting is closed. Ladies and gentlemen, may I remind you that only shareholders, their appointed proxies, or corporate representatives of shareholders are entitled to make comments, ask questions, or vote. Turning now to slide four. For shareholders joining us online, instructions on how to lodge a question online are set out on the screen. The online guide is also available at the bottom right of your screen. I encourage shareholders who join us today via the virtual meeting platform to submit their questions as soon as possible. Shareholders are also able to ask their questions only through the question and comments facility.

Sorry, orally. As stated in the notice of meeting, shareholders are required to call 1-800-993-63 to obtain their unique PIN before calling the question and comment facility today. For further guidance on how to join in on this facility, please refer to the last page of the online guide. Press star one on your keypad on your phone if you have a question or comment on the item of business you wish to address. The phone operator will introduce and prompt you to speak at the appropriate time. All the questions should be directed to myself as chair of the meeting, and I will then invite other directors and/or relevant persons to respond as appropriate.

We will address questions received from shareholders attending this AGM in person here in Sydney first, before moving on to shareholders' questions from the questions and comments facility, and finally, questions received through the virtual meeting platform. Hope you've all got that. The proxy votes received are reflected in our presentation slides today and will be displayed on screen at the appropriate time. All resolutions we put to the meeting today will be determined by a poll. All undirected proxies will be voted by myself in favor of the resolution to the extent that I am permitted to do so. Shareholders here in Sydney who hold a white voting card can mark their votes for each resolution as we consider them today. Representatives from our share registry, Link Market Services, will collect them from you at the end of the meeting.

Shareholders participating online may submit their votes at any time by clicking the Submit Vote button at the bottom of their online voting card. If you need further assistance, please refer to the instructions that are on screen and in the online guide available on the virtual meeting platform. I'll just pause for a moment so all listeners on the virtual screen can consider that slide. I think it's just gone off-screen, actually. Slide seven, formal business. All of the resolutions, except for resolution three in the notice of meeting, are to be considered as ordinary resolutions and as such must be approved by a simple majority of votes cast by shareholders entitled to vote and voting on that resolution.

Resolution three requires a special resolution, and will need to be approved by at least 75% of the votes cast by shareholders entitled to vote and voting on the resolution. Although resolution one is advisory only, the board will take today's discussion into consideration when determining Superloop's remuneration policy. Shareholders can submit their votes online until five minutes after the meeting closes. Once the voting has closed, our share registry provider will tabulate the results, which will be released to the ASX as soon as possible today. Our notice of meeting and explanatory memorandum has been released to the ASX and published on our website on 9 September 2022. It sets out the details of each resolution being considered at today's meeting. If there are no objections, I'll take our notice of meeting as read. Slide eight, financial statements.

The first item of business is to receive and consider the company's financial report, the director's report, and the auditor's report for the year ended 30 June 2022. There is no vote on this item of business. A copy of the statements and reports were published in our 2022 annual report and sent to those shareholders who requested hard copies. Shareholders have also had the opportunity to view statements and reports on our website. The purpose of this item of business is to provide an opportunity for shareholders to ask questions and make comments about the company's performance, operation, and management. For those who may wish to make a comment or ask a question regarding remuneration, please bear in mind that we have a separate item in our remuneration report which will follow next. I will now invite questions and comments on the financial statements and reports.

Questions may also be asked of the auditors about the conduct of the audit, the content of the audit, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. Questions that have been submitted regarding other items of business will be held over until we come to those items, and the general business of the company will be addressed after the meeting closes. We have received one question prior to the meeting. The question is: Why is Superloop performance on the share market so poor? Many investors are frustrated at the loss of value of this company. Firstly, let me say that we share your frustration with share price, despite what we believe has been a very strong financial year. At an operational level, our turnaround is succeeding, but it is yet to be reflected in market sentiment.

Superloop made a number of strategic changes over the last year, which are having an impact already, and we are making good progress forward delivering sustainable earnings growth. Our earnings are growing, we have a strong balance sheet, and we are growing market share in all our segments. I am sure in time, this will be reflected in the share price. We appreciate your support, and we look forward to sharing the success of the company with you in the future. I will now take questions from shareholders that are here in Sydney today. Are there any questions from the floor?

Paul Tyler
Executive Director and Chief Executive Officer, Superloop

There were no questions.

Peter O'Connell
Chair, Superloop

We've addressed all questions from the floor, so we will now move on to the questions from shareholders joining us on the phone. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions from the shareholders on the phone at the moment.

Peter O'Connell
Chair, Superloop

Thank you. Thank you. I'll now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted at this time.

Peter O'Connell
Chair, Superloop

Thanks, Tina. If there are no further questions, we will now move to the formal resolutions. As a reminder, you can place your vote with respect to the resolutions put to the meeting and at any time using your physical or virtual voting card. Item one. We'll now proceed to adoption of the remuneration report. Resolution one is to consider the adoption of the company's remuneration report for financial year 30 June 2022. The remuneration report is set out in the director's report in Superloop's 2022 annual report. Please note that the vote on this resolution is advisory only and does not bind the company or its directors.

Voting exclusions apply to this resolution as set out in the notice of meeting. The directors abstained from making a recommendation in respect of this resolution, and I now welcome questions with respect to the remuneration report. Are there any questions from the floor? There are no questions, so thank you. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions on the phone.

Peter O'Connell
Chair, Superloop

Thank you. I'll now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted at this time, Chair.

Peter O'Connell
Chair, Superloop

Thank you, Tina. I now firmly move the motion that resolution one be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. As you can see, there is a fairly large against vote on this item. We did receive some constructive feedback from investors on the remuneration report with respect to disclosure and transparency, and we will look to improve the remuneration report and framework in financial year 2023. We will now proceed to resolution two, my election as a director.

Given that this resolution relates to my election as a director, I'll pass the chair to Tony Clark, chair of our Remuneration and Nomination Committee. Thank you, Tony.

Tony Clark
Non-Executive Director, Superloop

Thank you, Peter. Resolution two relates to the election of Mr. Peter O'Connell as a non-executive director of Superloop. Mr. O'Connell retires in accordance with Rule 19.2(b) of the Constitution and ASX Listing Rules 14.4 and 14.5, and being eligible, stands for election as a director. Details of resolution two are set out in the notice of meeting, which we have taken as read. The directors, with Peter O'Connell abstaining, recommend this resolution be approved by shareholders and I now welcome questions with respect to this item of business. Are there any questions from the floor? We have no questions from the floor. Thank you. Are there any questions from shareholders joining us on the phone for this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions on the phone.

Tony Clark
Non-Executive Director, Superloop

Thank you so much. I will now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted at this time, Chair.

Tony Clark
Non-Executive Director, Superloop

Thank you, Tina. As there are no further questions, I now formally move that motion, the motion that resolution two be put to the meeting in the form set out in the notice of meeting. Would you please mark your ballot cards and votes accordingly. I'll pass the chair back to Peter.

Peter O'Connell
Chair, Superloop

Thanks, Tony. We will now proceed to Resolution three, approval of the giving of financial assistance. Resolution three seeks approval that for the purposes of Section 260B(2) of the Corporations Act, and for all other purposes, shareholders approve the giving of financial assistance by Acurus and each of the Acurus subsidiaries to assist Superloop's acquisition of Acurus, and all the elements of that transaction and any other transactions that may constitute financial assistance in connection with Superloop's acquisition of Acurus. As they were described in the notice of meeting, details of Resolution three are set out in the notice of meeting which we have taken as read.

This is a special resolution and will need to be approved by at least 75% of the votes cast by shareholders entitled to vote and voting on the resolution. The directors unanimously recommend this resolution be approved by shareholders, and I now welcome questions with respect to the item of business. Are there any questions from the floor? No questions. Thank you. Are there any questions from shareholders joining from the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. I will now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted.

Peter O'Connell
Chair, Superloop

Thank you, Tina.

Tina Ooi
General Counsel and Company Secretary, Superloop

At this time, Chair.

Peter O'Connell
Chair, Superloop

There being no further questions, I now formally move the motion that resolution three be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. Resolution four. We will now proceed to resolution four, the ratification of a previous issue of shares to the vendors of Acurus as partial consideration for Superloop's acquisition of Acurus. Resolution four seeks approval that for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders ratify the previous issue of 3,393,665 Acurus consideration shares to the vendors of Acurus on the terms and conditions set out in the notice of meeting.

Details of resolution four are contained in the notice of meeting, which we have taken as read. The directors unanimously recommend this resolution be approved by shareholders, and I now welcome questions with respect to this item of business. Are there any questions from the floor? There are no questions. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. I will now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted, Chair.

Peter O'Connell
Chair, Superloop

Thank you, Tina. I now formally move the motion that Resolution four be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. Thank you. Resolution five. We now proceed to Resolution five, approval of Superloop's new executive performance rights plan. Resolution five seeks approval that for the purposes of ASX Listing Rule 7.2 (Exception 13), I hope you've all read it, and for all other purposes, issues of equity securities under the new executive performance rights plan, the details of which are set out in the notice of meeting, be approved as an exception to ASX Listing Rule 7.1.

Details of the new executive performance rights plan and resolution five are contained in the notice of meeting, which we have taken as read. The directors unanimously recommend the resolution be approved by shareholders, and I now welcome questions with respect to this item of business. Are there any questions from the floor? No questions were noted from the floor. I will now take questions from shareholders joining us on the phone on this item of business.

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. I will now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted, Chair.

Peter O'Connell
Chair, Superloop

Thank you, Tina. No questions. I now formally move the motion that Resolution five be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. Thank you. We now proceed to Resolution six: Approval of Superloop's new general performance rights plan. Resolution six seeks approval that for the purposes of ASX Listing Rule 7.2, Exception 13, and for all other purposes, issues of equity securities under the new general performance rights plan, the details of which are set out in the notice of meeting, be approved as an exception to ASX Listing Rule 7.1.

Details of the new general performance rights plan, rights plan and Resolution six are contained in the notice of meeting, which we have taken as read. In essence, this is a general plan for all employees to participate in. As I previously alluded to in my address, all employees, including executives, will be awarded 2000 performance rights. The directors unanimously recommend this resolution to be approved by shareholders, and I now welcome questions with respect to the item of business. Are there any questions from the floor? There are no questions from the floor. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. No questions from the phone. I will now take questions from shareholders who have lodged their questions through the virtual meeting room.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted, Chair.

Peter O'Connell
Chair, Superloop

Thank you, Tina. I note no questions. I now formally move the motion that Resolution Six be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes on this resolution now. We now proceed to Resolution Seven: Approval of grant of performance rights to Mr. Paul Tyler, Managing Director and Chief Executive Officer. Resolution Seven seeks approval that for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the grant of 814,863 performance rights and the issue of up to 814,863 Superloop shares on vesting and exercise of those performance rights to Mr. Paul Tyler, as described in the notice of meeting.

Details of Resolution Seven are contained in the notice of meeting, which we have taken as read. The directors, with Mr. Paul Tyler abstaining, recommend the resolution be approved by shareholders, and I now welcome questions with respect to this item of business. Are there any questions from the floor? Thank you.

Speaker 5

Yes. Peter, I just think

Peter O'Connell
Chair, Superloop

Could you state your name and where you're from? Thank you.

Speaker 5

Yeah. Hi, Peter. Andrew is my name.

Peter O'Connell
Chair, Superloop

Hi.

Speaker 5

I guess just with respect to this motion and the last two, and reflecting on, I think we're seeing a little bit of a protest vote there, on some of these motions. I guess it's just sometimes it's lost in the clinical black and white, you know, voting of these things. I think it's just important for you guys to know there's a bit of a trust us with this. You know, just trust us. Approve this, and we'll do, we'll make sure everyone's, you know, we allocate the right number of things and. There's not a huge amount of detail on, well, apart from maybe the long-term incentive, there's benchmarks and things, but for things like the staff ones and the earlier ones of the executive performance, there's no exact specifics of how much.

I guess you're asking shareholders who've had a torrid few years with the company to just trust us again. We gotcha. This is in everyone's best interest. I guess I just. It's just more of a kind of contextual comment to just say I voted. I was part of the against vote. I thought I'd come here today. I've changed my mind today, but I do think it's important that you guys hear that and hear it well, because I think what you're experiencing is a real investor fatigue, and I think actually the company's heading in a marvelous direction now, but jeez, it's taken some patience. I just think it's important you guys hear that feedback and, yeah, I'm gonna change my vote today, but I just wanted you to know that.

Peter O'Connell
Chair, Superloop

Thanks, Andrew. We appreciate supporting the company and your patience. I agree with you. I think the company is heading in a good direction. I mean, the challenge we have, I hear you, trust me, is the challenge we always have, we've put together a very good senior leadership team, and there's a lot of competition out in the marketplace for good people. We don't think we're doing anything outrageous or different. You know, we wanna keep this team together. Paul's done a very good job in hiring people. Yes, there is an element in any future looking performance of where your management team were working for you. We think we've got it right at the moment.

There is an element of trust us, you know, and you do get another chance to comment on that in the future. Thank you for your support is the main point. Thank you. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. No questions on the phone. I'll now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted.

Peter O'Connell
Chair, Superloop

Thanks, Tina. As there are no further questions, I'll now formally move the motion that Resolution Seven be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. Our last resolution of the day, Resolution Eight. We proceed, and this is an increase in the NED fee pool. Resolution Eight seeks approval for the purposes of ASX Listing Rule 10.17, Rule 19.5(a) of Superloop's constitution and all other purposes. The maximum aggregate amount of directors' fees that may be paid to Superloop's non-executive directors per annum as remuneration for their services be increased by AUD 150,000 from AUD 750,000 per annum to AUD 900,000 per annum.

Details of Resolution eight are contained in the notice of meeting, which we have taken as read. There is no current intention to use all of the increased pool available should this resolution be approved. It is simply a means to provide flexibility should circumstances change. The directors abstained from making a recommendation in respect of this resolution. I now welcome questions with respect to this item of business. Are there any questions from the floor? No questions from the floor. Are there any questions from shareholders joining us on the phone on this item of business?

Tina Ooi
General Counsel and Company Secretary, Superloop

There are no questions submitted on the phone.

Peter O'Connell
Chair, Superloop

Thank you. I will now take questions from shareholders who have lodged their questions through the virtual meeting platform.

Tina Ooi
General Counsel and Company Secretary, Superloop

No questions have been submitted, Chair.

Peter O'Connell
Chair, Superloop

Thank you, Tina. No further questions. I now formally move the motion that Resolution eight be put to the meeting in the form set out in the notice of meeting. Proxy votes received in relation to this resolution are being shown on screen. Please mark your votes for this resolution now. We have now come to the end of the formal items of business. Please ensure that you have cast your votes for each resolution put to the meeting today. Shareholders who are joining us online, please be reminded to click on the Submit Vote button at the bottom of your electronic voting card. You will have up until five minutes after the meeting closes to finalize your votes. For shareholders in attendance here in Sydney, your card will be collected by representatives of Link Market Services at the conclusion of this meeting.

Please put your voting card into the ballot boxes before you leave. The results of the polls will be announced to the ASX as soon as practicable after the meeting. I will now hand over to Paul Tyler, our Managing Director and CEO, for review of the financial year 2022 and quarter one business update.

Paul Tyler
Executive Director and Chief Executive Officer, Superloop

Thanks, Peter, and thanks everyone for joining in person. Not a huge crowd, but thank you and thanks everyone for joining online. There's quite a few people online. I'm gonna give some reflections on financial year 2022 and bear with me, there is a fair bit of repetition from our full year results, which you would expect. Also give some color on how the coming year or the year we're in, FY 2023, is tracking today. We'll start with FY 2022. I'll talk a little bit about our revenue growth, our EBITDA growth, cash and strategy. Obviously on revenue, the revenue growth in FY 2022 was extremely strong. There at 137% year-on-year at a group level.

Of course, a lot of that growth, or in fact, the majority of that growth has come on the back of acquisition, specifically Exetel. It does mask that there is really strong underlying organic growth in our business across all of our segments. I'll come to that. EBITDA, we guided for most of the year. We'd given the guidance of a range of EBITDA for the year of AUD 23 million-AUD 25 million. Very pleased that we exceeded that guidance, just over the top end of the range with AUD 25.4 million. From a cash perspective, on a normalized basis, the cash flow conversion continues to be strong.

I think the big news for cash, of course, is the strengthening of the balance sheet with the monetization of assets we deem to be non-core going forward in Singapore and Hong Kong, leading us to that really strong net cash position of plus $ 43 million. Of course, I will spend a little time talking about the progress we've made as Peter alluded to with the turnaround of the business from a strategic perspective. If we start with revenue. As I said, at a group level, up 137%, year-on-year. The consumer and business segments in particular were largely aided in that through the acquisition of Exetel. The wholesale segment is an organic performance there of a 21% year-on-year increase in revenue.

If we exclude Exetel across the whole of the group, we saw organic revenue growth in the order of 17%, which I think you'd acknowledge is a pretty credible outcome for businesses becoming of the size we are. There's all sorts of optimistic data points that we can point to that support that revenue growth, such as the strong organic subscriber growth of 41% across the consumer and business segments. As I mentioned, wholesale up 21% year-on-year from a revenue perspective. Moving to earnings. Exceeding guidance, of course, is, you know, very encouraging at the $ 25.4 million. Also encouraging, I think, is to see where that margin improvement is coming from, and it's coming across the whole of the business.

We saw margin on an absolute basis, gross margins in each of our segments obviously increasing, you know, very substantially, at 200%+ in consumer, et cetera. Again, contributed largely through acquisition. We're very mindful of margin from a quality perspective, and we've set ourselves long-term gross margin targets in each of our segments. When we purchased Exetel, it was dilutive at the start of the acquisition there. It was a resale business with lower margins, so it diluted our consumer segment and our business segment from a gross margin perspective. We maintained the target gross margins for those segments, notwithstanding the acquisition. We were very pleased with the progress we made through the year to recover the gross margin quality in each of those segments.

We had guided that we would expect the consumer business would take around about 12 months to return to its target level, and the business segment more like two years. We did return the consumer segment to its 25% target gross margin within the first year. I'm pleased that the second half of FY 2022 was at that 25%, and we're maintaining that level of margin going forward. The business segment has also improved from the diluted position it was at. We're very pleased with the progress we're making, getting it back towards that target gross margin for that segment as well. That margin improvement obviously comes from a lot of things, including the realization of synergies, and just you know, a lot of focus on addressing cost to serve.

Great progress there. Of course, the wholesale gross margins continue to be strong and at our target levels. I think the big news of the year was the progress that we made through the turnaround. As Peter highlighted, we put in place a three-year plan. We launched that in January 2021, and as of the end of the financial year just gone, we've just passed the halfway mark, and I think we can credibly argue that we've made massive progress. Progress you can see here with a whole variety of data points on the slide. Our strategy now for the business is clear and simple. We're leveraging our high-quality telecommunications infrastructure to support the challenges in our market, of which Superloop is one, to gain a 30% market share of the Australian connectivity market.

We leverage our infrastructure on-demand platform to do that. We create momentum, profitability, and ultimately cash. We achieved a lot in FY 2022, as you can see, but all of those achievements very much oriented around growth. The first thing we set out to do was simplify the business and reorient it around three clear customer segments and segments of scale and opportunity. We had to fix the go-to-market in each of those segments and significantly expand our channels to market. It's worked. We've restored organic growth in all three segments now, and we've accelerated that organic growth with M&A. We made a lot of progress through the year in portfolio optimization. Highlight being the monetization of Singapore and Hong Kong, which led to a significant strengthening of the balance sheet.

We made a lot of progress in the year under the hood, integrating systems, improving workflows, and investing in leadership. Overall, I'm very happy with the progress strategically for the business in FY 2022, but there's plenty more work to do. We have to complete our systems transformation. We want to drive further synergies out of the business. Wanna develop even more market momentum. More immediately, we have to complete the strategic review of fixed wireless business, progress the on-market buyback, relaunch the brand. There's lots to do, but I think we can credibly say we had a fantastic FY 2022. We really see the momentum in the business now. I'm also very pleased with the way that momentum has continued out of FY 2022 and into the Q1 of FY 2023. I'll touch on that now.

In FY 2022, we saw an acceleration of our business throughout the year, leading to a great Q4. I'm pleased to say that our Q1 has been even better. We've seen a record level of organic growth in our business now. If I look at our consumer division here as a highlight, against a backdrop in FY 2022 of adding some 17,500 subscribers in the full year, FY 2022, we've added 14,500 subscribers in the Q1 alone. Momentum is accelerating. It's not just acquisition. It's pleasing to see the churn stabilize, and more importantly, or perhaps most importantly, that we're not just buying share. We see our target gross margins being maintained despite the record number of subscribers that we added during the quarter.

In the business segment, we continue to write tier one new logos as demand for secure cloud connectivity increases in a post-COVID world. Also, very pleasing to see that our managed Wi-Fi in the student accommodation sector is now operating back at its pre-COVID levels. A part of our portfolio that we're particularly excited about, and you can see us doubling down on that with the recent acquisition that I'll touch on. Finally, the wholesale segment. Again, an acceleration of growth in this segment. You see there that the number of broadband aggregation subscribers that we're managing on the platform, which is a combination of the Superloop Connect product and our new white label capability, actually almost matched the number of subscribers we added in the consumer segment.

Some 11,000 subscribers added in the quarter in wholesale versus 14.5 in consumer. Not all of those added in wholesale are organic, though, unlike consumer. Trading performance across all three segments has been great in the Q1 , and I think really sets us up for a very strong year. That was organic trading performance I was talking about. If we look now at how we've supported the business with the strategic initiatives, I'd start by talking about our recent announcement of the acquisition of VostroNet. This is an acquisition which we hope to complete by December this year. VostroNet is a provider of wholesale fiber to the premises access networks and purpose-built broadband for student accommodation.

Obviously, the market share that we've acquired there, or will acquire there, consolidates our already existing strong, market share in managed Wi-Fi, and now clearly leaves us in a market-leading position in that student accommodation sector, with national coverage now to combined some 40,000 student beds. That's a reason enough for the acquisition. Another thing that we really like about the acquisition of VostroNet is that it leads us into a part of the market that I've been talking about for quite some time, as they are a leading infrastructure owner and internet provider delivering high-speed fiber to the premises and intelligent Wi-Fi networks into the multi-dwelling unit market.

With these FTTP capabilities, with the installed base that VostroNet brings and the pipeline of new business, this will allow us to address the new development market, build-to-rent market, broadacre and MDU markets, all attractive markets for us to be chasing as Superloop. It's been part of our strategy for some time, and I'm pleased that we're making progress in that domain. Very much looking forward to welcoming the VostroNet team to Superloop, once that acquisition closes. Another initiative that we've announced, actually yesterday is a preferred network partnership with the Uniti Group. In this partnership, we've agreed to preference each other's networks, and we'll drive on-net traffic in both directions. This partnership expands the channels through which we'll supply Unit products, leverages our automation, and takes advantage of our consumer momentum. It'll improve in-year EBITDA and ongoing EBITDA in future years. Okay.

As we look beyond Q1 into the full year FY 2023, we remain focused on growth. We'll continue to leverage our assets and competitive advantage as we see them, and we'll continue to gain share. We'll continue to invest in our brands, our products, and our customer experience. Our Q1 results are clearly strong, adding, as I said, 14,500 customers in consumer as an example, against that 17,500 baseline for all of FY 2022. Our momentum is accelerating. We have a strong balance sheet to fund growth, and also allows us to return cash to shareholders through the buyback. Net of the various investments and commitments we've made, we retain optionality through some AUD 75 million of liquidity. We're really pleased with what we achieved in FY 2022.

We're really excited about our progress in the Q1 of FY 2023, and that allows us now to give guidance for the rest of the year at an EBITDA level. This is the guidance that we're setting out. After that strong start and with the various strategic initiatives, we're able to give guidance for the full year of between $ 33 millioon and 36 million dollars of underlying EBITDA. At the low end of that range, that would deliver a year-on-year growth of around 30% as a minimum, which obviously is pretty encouraging. Very excited about the outlook. Thank you for your support. With that, I'll hand back to Peter.

Peter O'Connell
Chair, Superloop

Thanks, Paul. On behalf of the board, I'd like to thank you for your attendance and participation today. Thank you for your interest in the company, and we look forward to your ongoing support. That does bring proceedings to an end, and I now declare the meeting closed.

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