Good afternoon. On behalf of my fellow Directors and the entire Tyro team, I'm pleased to welcome you to Tyro's 2023 Annual General Meeting. My name is Fiona Pak-Poy, and I'm the Chair of Tyro Payments Limited. Before we begin today, I would like to acknowledge the traditional owners of the and custodians of the land, sea, and waters from where I'm joining you today in Woolloomooloo. For me, that is the Gadigal people of the Eora Nation. I'd also like to acknowledge the traditional owners and custodians of the various lands from which you are all joining us virtually today, and I wish to pay my respects to elders past, present, and emerging.
It has been quite an eventful year for Tyro, so I'm very pleased to see so many of you here today, and online, and those our shareholders and stakeholders who have supported us through this very transformative period. We're also webcasting the meeting to shareholders who cannot attend in person. So I'll take some time at the start of this meeting to take you through some of the aspects of the meeting to ensure you have the same opportunity to ask questions and vote as if you were able to do if you were here in person. I also encourage you to download the online AGM material guide, meeting guide from Tyro's website if you have not already. I'm informed by our Company Secretary that in accordance with the company's constitution, a quorum is present, so I now declare the meeting formally open.
I'd like to introduce my fellow Non-Executive Directors participating in the meeting today. Joining me on stage here is David Fite, Claire Hatton, Aliza Knox, and Paul Rickard. Joining us from London is Shefali Roy. You cannot see her on screen, but she's there and able to answer questions if required. I'd also like to introduce the members from Tyro's Executive team, who are here on stage with me. We've got Jon Davey, our CEO and Managing Director. We've also got Pravir Vohra, Tyro's CFO, and Jairan Amigh , our Company Secretary. We're also joined by members of Tyro's Executive Leadership team and Michael Byrne from Ernst & Young, who will be able to answer any questions that shareholders may have of our auditors. FY 2023 was Michael's last year as audit partner in Tyro, and so we introduce and welcome Anita Kariappa, who has rotated on for FY 2024.
I'd like to personally, and on behalf of the company, thank Michael for his considered work for the past five years as Tyro's Signing Director. Thanks, Michael. The agenda for today's meeting includes an address from me as Chair, followed by an update from our CEO and Managing Director, Jon Davey, which will cover a summary of our FY 2023 performance, a trading update for FY 2024, along with commentary on our strategy. We will then turn to the formal business of the meeting. We have six items of business to be put to shareholders today, and importantly, shareholders will have an opportunity to ask questions during this part of the meeting. The annual report for 2023 was made available to shareholders on the 29th of August this year, and the Notice of Meeting was provided to shareholders on the 13th of October.
I'd like to take those documents as read. Before I start, I would like to ask our Company Secretary, Jai, to run through a few procedural matters for today's meeting.
Thanks, Fiona. Hi, everyone, and welcome to the AGM. So how can shareholders vote today? Voting on all resolutions will be by poll using voting cards. If you're a shareholder attending in person today, please use the voting card that you were given when you registered when you arrived. At the end of the day, once you've completed voting, please hand those cards back to the registration team, who'll come, come along after the meeting to help you with that. For online shareholders, you'll need to register online to access your voting card. To do that, please go to the bottom of the Tyro AGM webpage that you're on now. Under the webcast and presentation, there are three buttons. To register to vote, click on the Get a Voting Card button.
Next, you'll need to provide validation of your identity by entering your details in the top section of the voting card. This will require your shareholder number and your postcode. If you're an appointed proxy, please enter the proxy number that has been given to you by Link Market Services in the Proxy Details section. Once you've entered your appropriate details, click the Submit Details and Vote button. Once you've registered, your voting card will appear on your screen and will detail the resolutions to be considered today, as set out in the Notice of Meeting. Shareholders and proxies can either vote by way of a full vote or a partial vote. So how can shareholders ask questions today? Only shareholders, and that includes proxies and their corporate representatives, can ask questions. You'll only be able to ask a question if you have registered to vote.
For shareholders physically present, when the Chair asks for questions, please raise your hand, and one of the meeting attendants will come over with a microphone so that you can ask your question clearly. For shareholders joining us online, if you'd like to ask a question, click on the Ask a Question button on the Tyro AGM webpage and follow the instructions from there. For those shareholders joining online who would like to orally ask a question, an audio questions facility is available. To use this service, please follow the instructions contained in the online meeting guide, which you can find on the Tyro AGM webpage or on the Tyro website. We will endeavor to answer all questions today. However, if there are questions on a similar topic, we will provide one response.
So if you have any trouble using the virtual AGM meeting platform today, please refer back to the guide, which can be found on the AGM webpage or on the Tyro website, or contact one of the numbers listed above.
... If we experience any technical issues that impact the ability for the meeting to continue, the Chair will assess the situation and communicate further with you. If this is not possible, you will be emailed further instructions on how to rejoin. I'll hand back now to the Chair.
Thanks, Jai. We can now turn to the first item of ordinary business, which is the tabling of the Group's annual report for the 2023 financial year, incorporating the Group's financial report, Directors' report, and Auditors' report. These reports were lodged with the ASX and made available to shareholders on the 29th of August this year. As the Corporations Act does not require a vote on these reports, they will be tabled but will not be the subject of a resolution.
I now table the annual report for the year ended 30th of June, 2023, together with a related directors' report and auditors' report. It has been an honor for me to succeed David Thodey and to be appointed as Chair in March this year. In doing so, I accepted the challenge of leading the Tyro board and the entire Tyro team through a very transformative year for our business, focused on our goal to be Australia's leading payments and cash flow management partner for small businesses. We celebrated our 20th birthday in February this year, celebrating our roots as one of Australia's first true fintechs. In these past 20 years, we have processed a total over AUD 175 billion in transactions, and we've currently got over 69,000 Australian businesses that have grown through provision of an innovative payments and cash flow management platform.
To continue to grow and develop, we have in the past 20 years, we've made a number of significant changes in FY 2023. After our successful listing on the ASX in December 2019, the challenges of COVID and now dealing with the high interest rate that all Australians, including our merchants and their customers face, FY 2023 was actually the opportune time for Tyro to evolve its way of doing business. This started with the transformation of our management team. In October 2022, we appointed Jon Davey as CEO. Jon has refreshed our leadership team with recruitment of a new Chief Product Officer, a new Chief Growth Officer, and a new leader of our health business. Jon has brought a renewed energy and determination to the leadership of the company. Jon and his team focused on core foundational priorities that needed to be put in place.
This included the delivery of new innovative products, including Tyro Go, Tyro Pro, and we're very proud also being the equal first in the Australian market to introduce Tap to Phone, Tap to Pay on iPhone. We introduced new operating model and cost base to drive efficiency, while further developing a culture of high performance. Importantly, the team also worked on optimizing our pricing plans to compete in the payments market more profitably. The team has been working really hard over the last four months, assessing our strategic direction to ensure we remain relevant, competitive, and innovative in the increasingly changing payments landscape in which we operate. Our strategic direction was articulated to shareholders at our Strategy Day in October 2023.
Following this work, we have now enhanced clarity of our business, specifically an understanding of the strength of our own proprietary switch, the opportunities offered by our ADI License, and the key areas of growth that we will need to focus on to achieve our vision, including a commitment to enter into at least one or two new verticals in the next twelve months. Jon will provide greater detail in his address on this work and our plans going forward. However, it's important, I would really like to stress for our shareholders, that this work has only confirmed the confidence that the board and management has in our ability to deliver enhanced shareholder returns from continued growth by serving our merchants profitably. The results achieved in FY 2023 were strong by any standards.
We generated a record transaction value of AUD 42.6 billion from over 68,500 merchants, record gross profit of AUD 193.2 million, record EBITDA of AUD 42.3 million, and a statutory net profit after tax of AUD 6 million, together with, which is very important, positive free cash flow of AUD 5.7 million. It is important to note that these strong results were delivered through a period of high uncertainty and disruption caused by the interest from third parties in a possible change-of-control transaction. Notwithstanding this disruption, focused execution of key foundational strategies and the resulting product delivery by our team enabled us to deliver on our guidance, which incidentally was upgraded 3 times throughout the year.
Tyro also saw significant progress in the last year towards minimizing our environmental footprint and building on our foundations to be a more sustainable business. This work will not only benefit Tyro, but also our community and our merchants in the years ahead. A few of the key strides we made in the year were to be accredited by Climate Active as being a carbon neutral organization for the first time in Tyro's history. We are investing in our sustainability program to drive strategic programs, and that will assist our SME merchants to become more sustainable, as well as to offer a service to them to offer their customers to contribute directly to good causes through their pay... Tyro Payments terminal. The Tyro team is a diverse and inclusive one, where over 50% of our employees were born outside of Australia.
At board level, as this is the first AGM since David Thodey stepped down, I would like to thank him, take the opportunity to thank him publicly for his significant contribution and leadership of Tyro over the last 4.5 years as Chair and Director. David was a huge advocate for diversity, and I'm pleased to say that as the incoming Chair, I mean, I am very happy to lead our board that is now one of the most diverse in all the ASX-listed companies, with 67% female representation of non-executive directors. We believe that diversity and experience, thought, and gender genuinely helps deliver high performance and creates a great place to work. In addition, diversity around our board table helps deliver the robust governance that it has and continues to serve us well.
The diverse backgrounds of board members means that we've got the necessary in-depth of experience in a number of areas key to running our business: payments, technology, banking, risk management, customer excellence, governance, M&A, and strategy to take a rejuvenated Tyro into its next phase of growth. With reference to our 2023 remuneration report, I acknowledge the concerns raised by some of our investors and proxy advisors. In the lead-up to this AGM, I, together with Claire, Chair of our People Committee, have spoken directly with many of our investors, large investors specifically, and proxy advisors relating to our remuneration framework and FY 2023 incentives. While we are confident in our remuneration framework, which is designed to achieve our strategic objectives and in turn drive outcomes for shareholders, we will continue to actively engage all shareholders and investors to understand your concerns.
We'll also ensure that we provide updates on our performance against our strategic objectives, which our remuneration approach seeks to drive. In addition, we'll continue to communicate the rationale for our strategy, for which the board and management has high conviction, and we do welcome further questions and comments relating to the remuneration report when the resolution is put to the meeting later on. Finally, from me, over the past year, we've created a very strong foundation for future growth and profitability. We have the right team, the right culture, and most importantly, we have the passion to deliver on our future strategy, continuing the innovation that has been delivered over the past 20 years. Now that the company is cash flow positive, management and the board has a renewed focus on capital management and profitability to deliver, to deliver superior shareholder returns.
As Jon will elaborate on later, we have today announced that the company is exploring a share buyback of up to AUD 20 million, implementation of which is subject to regulatory approval. We're also investigating opportunities to invest, both this year and on an ongoing basis, in the on-market purchase of shares to be held within a cash settle trust for the settlement of share-based payments. Sounds a bit complicated, but basically it will remove the dilutionary impact of share-based compensation to existing shareholders, which is good for everybody. As Chair of the board, I'd like to thank all board members for your contribution over this past year. It's certainly been a tough one, and we've all put in a lot of work. I'd like to sincerely thank our dedicated team of committed employees, those that are here and listening from the office.
Specifically, I'd also like to thank our shareholders and all our other partners for your support throughout the year. That concludes my address, and I'd like to hand to Jon, who will elaborate on the achievements of the company in the last year and our plans for continued success.
Thank you, Fiona, and good afternoon to all our shareholders and guests. It's a pleasure to join you today for our 2023 annual general meeting. The 2023 financial year was marked by several important milestones as the Tyro team worked to deliver on our objective of being Australia's leading payments and cash flow management partner for small businesses. In the 12 months since our last AGM, we have made strong steps towards this objective, and we have delivered a number of product, operational, and cost-related improvements. We've also updated our strategy, introduced several new senior leaders to the business, and made good progress in driving a performance-based culture. Tyro is in a significantly stronger position than we were 12 months ago. Today, I plan to discuss performance during the 2023 financial year, provide an update on current trading, summarize three strategic priorities.
Firstly, the exciting opportunities we have for growth and the initiatives that we will pursue. Secondly, our focus on improving customer lifetime value. And thirdly, our commitment to drive profitability through an ongoing focus on operating leverage and cost reduction. I'll reaffirm guidance as provided to the market in August, and lastly, as Fiona mentioned, I'm pleased to announce our plans for a share buyback, which is subject to regulatory approval. In February, we celebrated Tyro's twentieth birthday. We've come a long way from a start-up to where we are today, with a large and loyal customer base made up of more than 69,000 businesses. In a market that has grown at 4% over the past three years, Tyro has scaled organically and inorganically to achieve an annual merchant growth rate of 29%. We are Australia's fifth largest merchant acquirer.
We serve a large and growing card payments market that turns over AUD 836 billion per year, and yet we support just 3% of all Australian businesses, and we process less than 5% of total card payments. These statistics demonstrate that Tyro has significant opportunities for further growth. Our core business is payments, and we know our customers. We have won leadership in key verticals that we serve, hospitality, health, retail, and more recently, services, because we build solutions based on the needs of these businesses. We understand their industry-specific requirements. For hospitality merchants, this is being able to pay at table, add tips, and split bills. For healthcare, it's capabilities that support Medicare, private health, and other funding claims, and features that support single settlement and simple payments reconciliation. Since my appointment, we've undertaken a detailed review of our strategy.
This has included an assessment of the competitive environment, expected regulatory changes, and the impact of new technologies to our business. We have also assessed current processes, capabilities, and our cost base to develop a plan for the future. We adopted a greenfield approach, one where we assessed our current capabilities and costs and our future needs and investment requirements. We adopted a mindset that was open to exiting parts of our business and sourcing services that are currently performed in-house from third parties. What this work has made abundantly clear is that no one competitor can match Tyro's unique combination of capabilities: a fast, reliable, cost-competitive infrastructure; direct integrations that drive interoperability with our customer systems; products that support the cash flow needs of businesses; and our broad, diversified, direct and third-party distribution network.
As we will shortly discuss, we're also cash flow positive, and we will continue to generate capital and increase operating leverage. This provides us with opportunities to invest in organic growth and where opportunities are both strategic and earnings accretive in organic growth. Our 2023 financial results were very strong, highlighted by strong gross profit and EBITDA growth, as well as our first full year of positive free cash flow. These results were achieved as we made improvements to transaction margin and significant improvements to profitability and operating leverage. Our results highlight the ongoing benefits of scale, while our analysis has highlighted further opportunities to increase efficiency. We earned normalized gross profit of AUD 193.2 million. This was 30% higher than last year.
Our focus on cost reduction contributed to a record EBITDA of AUD 42.3 million, representing an EBITDA margin of 22%, compared to 7% the year before. We achieved AUD 5.7 million worth of free cash flow, our first full-year positive result as a publicly listed company, and we generated a statutory net profit after tax of AUD 6 million, compared to a loss of AUD 29 million the previous year. We processed AUD 42.6 billion worth of transaction value. This represents growth of more than 24% on the previous year. Our gross profit demonstrates that effective margin management and segments other than payments are beginning to contribute more meaningfully to the bottom line. We processed more than 17,000 new customer applications, and the core Tyro customer base grew by 12%.
Across our industry verticals, Tyro Health and our emerging services business were the standouts, with Health generating 33% more applications and Services 42% more applications than the previous year. While these are great results, we acknowledge that the year has been a challenging one for our team, our customers, and our shareholders. Headcount reductions, changes in our operating model, and the potential acquisition created uncertainty for our team members. For our customers, changing macroeconomic conditions in the second half of the year have led to an increase in input costs, resulting in higher business closures. For you, our shareholders, our share price performance has been very disappointing. We share that disappointment.
Although consistent with the performance of global payment peers, we recognize that we must deliver on all of our commitments and manage the business judiciously to instill investors the same level of confidence in future growth and profitability that management and our board share. Transaction value for the period to the first of July to the twelfth of November was AUD 15.9 billion, up 3% on the corresponding period. Core Tyro, that is excluding Bendigo Powered by Tyro customers, performed better at 5%. Growth in our Health vertical was strongest at 25%. The more discretionary nature of hospitality is highlighted with growth of 3%. Retail spend declined by more than 2%. Bendigo Powered by Tyro transaction value declined by almost 11%. This was greater than expected, but consistent with the customer churn previously reported.
While Bendigo performance has been disappointing and is behind expectations, it continues to contribute positively to the EBITDA of the group. As expected, transaction value growth has slowed compared to the corresponding period, which was characterized by a strongly growing economy. The Reserve Bank was just starting its series of 13 interest rate rises. The impact of these is highlighted by a decrease in discretionary spend, offset by an increase in prices resulting from inflation. The core Tyro customer base has grown by 5% compared to the corresponding period. We have processed more than 6,600 applications to the end of October, 15% higher than the same period last year. We have seen merchant churn increase from 4%- 14.7% from 11.8%.
2.4% of this can be attributed to Bendigo, 2.2% to the impacts from Lightspeed, and 5.3% from business closures that we attribute to tougher economic conditions. Transaction value churn has increased to 12.5% year to date. This includes a previous top 10 retail merchant that was foreshadowed. Excluding this merchant, our transaction value churn was 10.5%. Management's focus on margin and cost management has delivered strong gross profit and EBITDA results. Gross profit for the period to the end of October was up 13% to AUD 69 million. EBITDA was up 52% to AUD 15.8 million. Our EBITDA margin increased from 17%- 23%.
Included in our EBITDA margin are several one-off costs, including work related to our strategy review and our decision to take legal action against Kounta. While the broader macroeconomic environment is creating headwinds, the team are firmly focused on disciplined management of factors that we can control: our go-to-market approach, lead conversion, efficient and effective product development, pricing and margin management, and disciplined cost management. We provide the leading platform of tools and solutions that help Australian small businesses get paid and manage their cash flow. Our strategy is to drive, to drive the sustainable customer and transaction value growth, and to improve profitability through greater loyalty and customer lifetime value. To drive growth, we are prioritizing improvements to our go-to-market approach and through entry into new verticals.
For go-to-market, we're investing in resources, training, and automation to improve sales and sales lead conversion, and we continue to expand our retail and third-party distribution channels. Last week, we launched new retail partnerships with The Good Guys and JB Hi-Fi. Tyro products are now available in 60 of The Good Guys stores, and with JB Hi-Fi through an initial pilot of seven specialists selling business solutions to SMEs. Tyro products are also available on the JB Hi-Fi business website. We're also excited by the additional sales momentum expected from a brand refresh, which we have planned for February. We have completed an assessment of all 19 industry verticals based on card payment spend, expected growth, and opportunities for Tyro to innovate and win. We have several attractive targets that we will address via an expanded go-to-market effort and via new product and feature development to maintain vertical specialization.
We are targeting entry into the most attractive one-two new verticals in the next 12 months. To increase customer lifetime value, we will continue to improve transaction margin through a structured and carefully managed pricing transformation program, and through higher margin products, such as our recently released no-cost EFTPOS. Our cash management products drive at least 2.5x higher customer lifetime value through increased earnings and improved retention compared to our payments-only customers. Importantly, our strategy does not rely on replacing our incumbent banking services. Instead, we focus on an integrated acquiring and banking solution to a SME's biggest pain point, cash flow management. Customers that settle funds to a Tyro bank account get their money faster, and uniquely for a business transaction account, they earn interest on their balance.
For Tyro, these customers have a lifetime value more than 20% higher than a payment-only customer. Likewise, our Repay as You Trade Tyro Business Loan automatically deducts loan repayments from payments cash flows, lowering our credit exposure and delivering lifetime value that is at least 2.5x higher than a payments-only customer. We must do a better job of taking this compelling offer to more of our customers through better communication of the customer value proposition, more seamless integration into our owned channels, and via the go-to-market efforts described previously. Finally, we will continue to focus on improving profitability through efficiency-enabled cost reduction and greater operating leverage. Our cost base remains too high for an organization of our size, and we intend to realize further efficiencies.
We have implemented further headcount reductions this week, contributing to a circa 10% reduction from our end of FY 2023 totals during the first five months of this year. Reductions will not, however, impact growth, as roles have been reduced following the automation of manual processes and by right-sizing our customer support and operational technology teams. We will target ongoing productivity improvements, and we will implement initiatives that increase customer self-service. We will adopt a disciplined approach and reinvest savings on growth opportunities that we are confident will deliver stronger returns. Today, I'm pleased to reaffirm guidance across all metrics. We do remain cautious of the broader macroeconomic environment and the impact of interest rate increases to transaction value, particularly in the more discretionary hospitality and retail verticals and in the regionally located Bendigo customer base.
As noted, over the remainder of FY 2024 and into FY 2023, we'll maintain our focus on those factors that we can directly control: a go-to-market approach, lead conversion, efficient and effective product development, pricing and margin management, and disciplined cost management. As noted, and given the growth opportunities we see in our business and our drive to continue to expand EBITDA margin, we believe that our shares are materially undervalued in comparisons to domestic and international peers. We're also targeting that we will continue to generate self-sustaining levels of capital as we drive profitability. Specifically, we will target to be sufficiently capitalized to drive growth in payments and provide cashflow management solutions to our customers, while maintaining required levels of capital and liquidity to operationally run a business of increasing scale and more than cater for regulatory requirements.
In the context of our assessment that Tyro shares are materially undervalued, we're currently exploring a share buyback of up to AUD 20 million, implementation of which is subject to regulatory approval. We're also investing opportunities to invest, both this year and on an ongoing basis, in the on-market purchase of shares to be held within a cash settle trust for share-based compensation. This will remove the dilutionary impact of share-based compensation to existing shareholders. The 2023 financial year was an important one for Tyro. We delivered an excellent financial result, and we have laid the foundations for an exciting future. Our ambition is to be the leading payments and cash flow management partner for Australian small businesses, and this ambition has energized the team. With this focus, we make the following commitments for FY 2024 and ahead. Firstly, we will invest in ongoing growth.
We'll drive customer growth through investment in our sales capability, go-to-market improvements, the expansion of our retail and third-party distribution channels, and by entering 1 or 2 new verticals in the next 12 months. Secondly, we'll improve customer lifetime value through pricing simplification, margin optimization, and no-cost EFTPOS solution, and by driving cross-sell of cashflow management products. Thirdly, we commit to ongoing cost management for profitability, but also to create investment capacity for growth. To help deliver FY 2024 earnings guidance, by the end of November, we will have reduced our total headcount by circa 10% from our end of FY 2023 total. Finally, we confirm an intention to implement an on-market share buyback program of up to AUD 20 million over a 12-month period, and an intention to cash settle share-based compensation through the on-market acquisition of shares from the second half of FY 2024.
Implementation of which, as I've mentioned, is subject to co-regulatory approval. I hope that today I've been able to provide better clarity for you, our shareholders, on the prospects of this business as we continue to grow, improve operating leverage and profitability, and generate shareholder wealth. Finally, I would like to thank our customers and our network of partners who trust us with their business daily. To the Tyro team, thank you for embracing the changes I have led and for your hard work to deliver a fantastic set of 2023 financial and operating results. Back to you, Fiona.
Thanks, Jon. So the items of business which are contained in the detail of the notice of meeting provided to shareholders are seven ordinary resolutions requiring more than 50% majority vote to pass by shareholders entitled to vote and voting. As we move through the voting for these resolutions, if you have any resolution-specific questions, we'll endeavor to answer them as we address each resolution. After consideration of the above five resolutions, we'll move to general questions that shareholders may have of any Board Member or for Jon, Prav, or Jai. As mentioned previously, while no resolution is required in relation to the financial report, the directors' report, and the auditor's report, I now invite shareholders and their proxies to comment or ask any questions in relation to these reports or the group's business.
Questions may also be asked of our auditors in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the Group, and the independence of the auditor in carrying out the audit. Are there any comments or questions in relation to these matters? I will wait about 10 seconds to see if any have come up or if we have any online.... Do we have any online questions?
Sorry, I'm not sure where to look.
No?
Sorry.
Questions online.
Okay, no questions online. All right, thank you. All right, any telephone questions separate from online?
Moderator, any? No.
No questions on the telephone.
No? All right, thank you. Okay, so moving on to the first resolution relating to the adoption of the remuneration report for FY 2023, that can be now seen on the screen. As indicated, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. The group's remuneration report for the financial year ended the 30th of June, 2023, which forms part of the Tyro annual report, is available on Tyro's website. The remuneration report outlines the group's remuneration strategy and practices, together with details of the specific remuneration arrangements that apply to key management personnel in accordance with the requirements of the Corporations Act. As required by the Corporations Act, the board presents a remuneration report to shareholders for consideration and adoption by a non-binding vote.
The vote of the adoption of the remuneration report is advisory only and does not bind the directors or the company. While the vote is advisory, the board will take the outcome of this vote and the discussion at the AGM into consideration when determining the group's approach to remuneration going forward. Are there any comments or questions in relation to the remuneration report? I'll pause for 10 seconds while we wait to see if there's any from the floor. Do we have any online or over the telephone?
Not online, Fiona.
No online. Any on the telephone?
No questions on the telephone.
No? Okay. Thank you. I will now propose Resolution 1, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I will pause for a further 10 seconds while voting takes place. Moving on to item three, relating to the retirement by rotation and re-election of a director, Ms. Aliza Knox, that can be seen on your screens now. As Chair, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. Clause 47A of the constitution provides that directors must retire from office at no later than the longer of the third annual general meeting of the company or three years following that director's last election or appointment.
Additionally, ASX Listing Rule 14.4 provides that a director must not hold an office without re-election past the third annual general meeting following the company's admission to the official list of the ASX, or three years following the company's admission to the official list of ASX, whichever is longer. I would ask Aliza to say a few words about herself and the skills and experiences she brings to the Tyro board.
Thank you, Fiona, and thank you, everyone. I'm Aliza Knox. I joined the Tyro board in April 2021, having spent the early part of my career in strategy consulting and financial services, including a reasonably long stint at Visa, the payments company. After that, I spent 15 years building and leading Asia for hypergrowth firms. So for part of Google, all of Twitter, all of Cloudflare. Across all of these firms, I was responsible for go-to-market and for scaling the business. I believe Tyro is well positioned for further strong growth in the long term based on its fast, reliable, and interoperable payment systems, and especially its strong relationships with almost 70,000 merchants. I would like to continue deploying my experience and expertise to help grow and transform the business, as Jon described, as we build for the future. With that, I'll pass back to Fiona.
Thank you again.
Thanks, Aliza. Are there any comments or questions in relation to the re-election of Aliza Knox as a Non-Executive Director of Tyro? I'll wait for 10 seconds, see if there are any questions from the floor or online. No questions? Aliza, you're off the hook. Okay, Jai, no, no questions?
No questions online.
No. All right. Moderator?
No questions on the telephone.
Okay, good. I'll now propose item three, as set out in the notice of meeting, to be put to the vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Thank you. That brings a close to item three of our business today. Item four. Moving on to item four of our business, relating to the participation by directors in the remuneration sacrifice rights that can be seen on your screens now. As indicated, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution.
Shareholders are being asked to approve item four to allow remuneration salary sacrifice rights and any shares issued on the conversion of those salary sacrifice rights under the Tyro Payments Limited Remuneration Sacrifice Rights Plan to be issued to directors of Tyro. Shareholders resolved at the 2020, 2021, and 2022 AGMs to allow sacrifice rights and any shares issued on the conversion of those sacrifice rights, plan or for all other Tyro directors - sorry, for all other Tyro directors, for a period of three years from the respective date of the AGM. The Sacrifice Rights Plan enables non-executive directors, who are often limited in their ability to purchase shares in the company due to the operation of Australian insider trading laws and the group's focus on good corporate governance, to invest in the company....
Non-Executive Directors may voluntarily elect to sacrifice up to 100% of their fees into sacrifice rights. Elections are made on an annual basis. Sacrificed rights are allocated shortly after the publication of the annual report, subject to shareholder approval. Based on the fees sacrificed for the year, and vest and convert into ordinary shares shortly after the end of the financial year, subject to compliance with the group's securities trading policy. Are there any comments or questions in relation to the participation of directors in the Remuneration Sacrifice Rights Plan? I'll pause for approximately 10 seconds while I wait to see if there are any questions. None from the floor. Jai, any online?
None online, about-
Moderator, any on the telephone?
No questions on the telephone.
No? Okay, thank you. I'll now propose Item four, as set out in the notice of the meeting to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Thank you. Moving on to the fifth item of business. Shareholders are being asked to approve this item to allow equity rights and any shares that may be issued following the vesting and conversion, the conversion of those equity rights under the incentive plan to be issued to Mr. Jon Davey, Tyro's CEO and Managing Director. Are there any comments or questions into relation... Sorry, in relation to the grant of equity rights to Jon Davey?
I'll pause for 10 seconds while I wait to see if any questions have come through, either online, in person, or over the phone.
No questions online.
No. All right. Thanks, Jai. Okay, so moderator, no questions on the telephone?
No questions on the telephone.
Thank you. I'll now propose Item five, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds to allow you to vote. Moving on to the sixth item of business. Shareholders are being asked to approve the resolution for item six to allow performance rights and any shares that may be issued following the vesting and conversion of those performance rights under the incentive plan to be issued to Mr. Jon Davey. Are there any comments or questions in relation to the grants of equity rights to Mr. Jon Davey? I'll pause for 10 seconds. No questions from the floor. Jai, any questions online?
No.
Moderator, on the phone?
No questions on the phone.
Thank you. I'll now propose Item 6, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds to allow voting to take place. Great, so that now concludes the formal part of the meeting.
Mm.
I'd now like to move to the general Q&A part of the meeting. Could any shareholders who would like to ask questions on the floor raise your hand, and we'll ask a meeting attendant to pass the microphone over to enable you to ask the question so everybody can hear. Anyone who would like to ask a question online, please ask your questions through the meeting site or use the telephone number provided. Any questions from the floor? Jai, do you have any questions online?
Yes, there are three questions online. The first question is: "Please explain the status of whether takeover offers will be accepted.
So I take that as being if there was a takeover offer?
I assume so.
There are no takeover offers in play now. Our position would always be the same as always, which we would consider anything on its merits, and obviously act with appropriate governance. And as we did last year, the board would consider whether any terms were appropriate, and we would seek advice from our financial advisors, legal advisors, et cetera. I'm not sure if that answers the question, Jai?
Um-
Jon, do you have any other comment? No, but there, there's absolutely... You know, we always pay good attention to corporate governance and appropriate corporate disclosure.
So the second, well, the second question, I'm not sure is really for Tyro, but I'll call it out. "What does," I assume this is Judo Bank, "do about the payment system?" I don't think that that's a question for Tyro, so that's up to you, Chair, to decide whether that's relevant for us.
No, I don't think it's relevant.
I don't. The third and final question, actually, it's the fourth question now. I think, the question says: "Are the proxy just a result of dislike about your share price?" This relates to the remuneration report. So I assume it's asking a question about whether the number of votes relate to the share price more than the rem report. It's-
So Jai, what I can say is we don't know. Shareholders have the right to vote against the remuneration report, and they can place their vote whether they are in disagreement of the remuneration report per se, or on any other issue. What I can say is that post the results, Jon and Prav had numerous meetings with all our top shareholders to talk about the financial results, and Claire and I had meetings with a similar group of shareholders to talk about the remuneration report, including many of the things that we talked about today: the sustainability, the diversity and inclusivity, remuneration, obviously, both the specific metrics, the structure, et cetera.
We've addressed any concerns they had and did acknowledge that there will be, we'll continue to make changes as the company evolves, and there'll be no difference to that in the coming year.
Thank you, Fiona. The final question is: "What is the share target, share target price for the end of FY 2024?
Well, I think there are many analysts-
As possible-
out there who could probably
Yeah
... give their own guidance, and that's published, but, that's not something for us to say. I should just, sorry, clarify one thing, Jai. The end of my last question, I said nothing will change. What I did mean to say is, nothing will change in terms of our response to dealing with shareholders and proxies, and we'll continue to, take their advice and consider it as we move forward. I didn't mean to say that nothing is changing. Sorry about that.
That's the end of the online questions that I've received.
Thanks, Jai. Last chance. Anyone with further questions?
None on the telephone.
Okay, so, I do remind shareholders that other questions can be put in through the dial-in, but I think that we've really got to the end of that time now, Jai.
Yep.
Thank you for all attending. I'd like to now close the Annual General Meeting for 2023. Thank you.