Good afternoon, everybody. My name is Fiona Pak-Poy, Chair of the Tyro Board. On behalf of my fellow directors and all of the Tyro team, I would like to welcome you here today to the 2024 Annual General Meeting. Before we begin today's session, I would like to acknowledge that I'm hosting this meeting in Sydney on the land of the Gadigal people, the Traditional Owners.
I also acknowledge the Traditional Owners and Custodians of the various lands in which we all meet virtually today, and I wish to pay my respects to Elders past, present, and emerging. Thank you to everybody who has joined us today, either in person here or virtually through the webcast. For those of you who are joining virtually, I will shortly go through some of the technical aspects to ensure that you're comfortable with how to ask questions and vote.
If you haven't already done so, I would encourage you to download the Virtual Meeting Guide, which can be found on our Tyro Investor Centre. I'm informed by our Company Secretary Jay that, in accordance with the Company's Constitution, a quorum is present, and I now declare the meeting formally open. I'd like to now introduce my fellow non-executive directors.
Joining me here today is Claire Hatton, Paul Rickard, Aliza Knox, and David Fite. On screen, like many of you who are joining virtually, we have Shefali Roy, who is joining from the UK. And I will remind the audience that, as stated in the notice of meeting that you will have received, today's AGM will be David Fite's last commitment on the Board of Tyro, as he has now chosen to not seek re-election.
Joining me also on stage is Jon Davey, our CEO and Managing Director, who will be providing an update during the meeting. I'm also joined by our Company Secretary Jay Amigh and also by some of our leadership team who are sitting over in the front there. Please say hello to everybody after the session.
I'd also like to introduce our Audit Partner from EY, Anita Kariyappa, and please say hello to Anita as well. In order of today, the order of today's agenda will be as follows. I will begin with an update on how the Company has progressed overall during the year, including progress on the governance aspects of our business. Jon Davey will then provide an update on how the Company has been performing against its strategic and financial objectives. After this, we will turn to the formal business of the meeting.
There are six items of business to be put to shareholders today, and there'll be an opportunity for you to ask questions. For your reference, both the FY24 Annual Report and the Notice of Meeting are available to download on the Tyro's Investor Centre. These were published on the 26th of August this year and the 4th of October, respectively. I'll take both these documents as read. I will now ask our Company Secretary Jay to run through some of the procedural matters before Jon and I give our updates.
Thanks, Fiona, and good afternoon, everyone. So how to vote. For everyone, all shareholders present in the meeting today, you will need to use your voting cards, which were provided to you when you registered to attend today. Please hand them back to the registration desk at the end of the meeting.
For online shareholders, you'll need to register to vote online to access your voting card. To do that, please go to the bottom of the Tyro AGM web page that you're currently on. Under the webcast and presentation, there are three boxes. To register to vote, click on the Get a Voting Card button. Next, you'll need to provide validation of your identity, and that's at the top section of the voting card. So this is your shareholder reference number and your postcode.
If you're appointed as a proxy, please enter your proxy number that you would have received from Link Market Services. Once you have entered your appropriate details, please click Submit Details and Vote button, and you'll receive a voting card on the screen. That will detail the resolutions to be voted on today, as set out in the Notice of Meeting.
Shareholders and proxies can either submit a full or partial vote. So, questions: only shareholders can ask questions today, and that includes proxies and corporate representatives. You'll only be able to ask a question after you have completed your validation as a shareholder. For shareholders physically present, when the Chair asks for questions, please stand and go to the mic, introduce yourself, and ask your question.
For shareholders online, if you'd like to ask a question, you can click on the Ask a Question button and follow instructions from there. If you're online and you would like to orally ask a question, there is a procedure for that. Please follow the instructions in the Online Meeting Guide. That guide's on the Tyro AGM web page as well as on our website. We'll endeavor to answer all questions we receive.
However, if there are questions on a similar topic, we'll bundle those up and answer them once. If you've got any trouble at all with the AGM meeting platform, you can use the Online Meeting Guide for support. That's on the web page as well as the Tyro website, and there's also a contact number there for you to call.
If we experience any technical issues that impact your ability to join the meeting, the Chair will assess the circumstances and communicate further with you. If this is not possible, you'll be emailed instructions about how and when to rejoin the meeting. Hope that was all clear. I'll hand back now to Fiona.
Thanks, Jay. We can now turn to the first item of business, ordinary business, which is the tabling of the Group's Annual Report for the 2024 financial year, incorporating the Group's Financial Report, Directors' Report, and Auditor's Report. These reports were lodged with the ASX and made available to shareholders on the 26th of August, 2024.
As the Corporations Act does not require a vote on these reports, they will not be tabled, but will not be the subject, sorry, they will be tabled, but will not be the subject of a resolution. I now table the Annual Report for the year ended the 30th of June, 2024, together with the related Directors' Report and Auditor's Report. As Chair, I'm pleased that FY24 was a year of great progress for the Company, albeit we do recognise that the share price has not reflected this.
It has been very rewarding for myself and the Board to support the team's plans to accelerate in the areas, core focus areas of people, innovation, and growth. Before I share more about what the team has delivered and some of the key changes that we've made to our remuneration plans, it's worth us recognizing this resilience of our customers, many of whom over the past year have continued to weather the effects of above-trend inflation and high interest rates.
While there is some uncertainty in the near term, which will continue to weigh on small businesses particularly, we're hopeful that economic conditions will improve and the challenges faced by our customers will ease. Despite the economic headwinds, Tyro has performed well in FY24. Jon will talk in more detail about our performance for the year, but to summarise, there are three main key themes that characterise Tyro in FY24.
Firstly, we've made good progress against our strategic initiatives, which have been focused on enhancing the customer proposition. These initiatives span product, innovation, pricing transformation, improved operating efficiency, and driving growth. Secondly, progress against these initiatives has allowed us to deliver strong financial performance in FY24.
At a headline level, we delivered gross profit and EBITDA within our guided range, with our EBITDA growing by 31.6% to AUD 55.7 million, representing an EBITDA margin of 26.4%. Our net profit after tax on a statutory basis was more than four times higher at AUD 25.7 million, and our free cash flow increased significantly to AUD 30.4 million.
These results do demonstrate that Tyro has transitioned to a significantly more profitable business. Finally, Tyro is uniquely positioned for future growth opportunities. We have several core strengths that we will continue to leverage over the medium term to deliver profitable and sustainable growth.
I'd like to acknowledge on behalf of the Board the feedback that we've received from you, our shareholders, in response to our 2023 Remuneration report. This mainly focused on the financial measures we'd been using for the Incentive Plan, the level of disclosure and award triggers, and also a one-off retention award that we had made to our prior CFO.
As we laid out in our 2024 Remuneration report, we've made some changes to our executive remuneration, which I believe you will find demonstrate that we've listened to and carefully considered all the feedback that we received from our shareholders, and we've adjusted our policies and plans as they continue to evolve to balance the needs of the business with shareholder outcomes. I'll provide a summary of the key changes we've made, and you'll see these on the presentation slide too. Starting with the short-term incentive, or STI.
There are some changes that we've already made, which became effective for FY24. First, we introduced risk and performance gate openers, which are minimum standards that must be met for any team member to receive an award.
Secondly, we rebalanced the weighting across different measures with an emphasis on ensuring more of the potential award is linked to performance against financial measures. And thirdly, we changed the split of equity to cash for executive KMP and LTI to ensure we've got the right balance so that we can attract and retain senior leaders in this very competitive market.
Looking ahead, there are some additional changes to the STI that will take effect in FY24, sorry, FY25, and so in effect already have. Notably, we will replace the EBITDA metric with three equally weighted metrics of gross profit, operating leverage, and statutory net profit before tax.
For the CEO and CFO specifically, financial metrics will represent at least 30% of their individual KPI component, meaning now that more than 60% of their total potential award is linked to financial measures. Moving on to some changes we made with our long-term incentive, or LTI. For FY24, we switched to an EBITDA metric on a post-share-based payments rather than pre-share-based payments.
For FY25, we'll be completely removing the use of EBITDA for the LTI and replacing it with earnings per share, which we use alongside relative TSR, both of which will have an equal weighting of 50%. This change to including return on capital metric is appropriate now that the business is profitable and supports the suggestion which many of you shareholders have been making to us.
And more broadly, across our external reporting, we've introduced greater levels of disclosure on the target measures, the performance required to trigger various awards, including further detail on our CEO's KPIs, and finally, as part of our overall improvements to remuneration, we've also incorporated the Tyro Employee Share Trust, or EST, which is designed to purchase shares on market for employee rights and options granted from FY24 onwards.
This is intended to mitigate the effect of dilution on existing shareholders from share-based payments. I'm pleased to announce that this is now fully operational, and we are confident that this remuneration framework incentivises and rewards high performance that delivers sustainable long-term value creation and better reflects the interests of shareholders. Moving on to the next slide, I would like to briefly share some of the highlights relating to our social and environmental endeavours.
We're committed to managing the impact on the environment to decarbonize our operations and also encourage our suppliers to do the same. As part of this, we currently acquire carbon offsets for our greenhouse gas emissions to certify our business operations as carbon neutral.
We also are not just stopping at our own operations. As part of our climate-related risk assessment, we have identified an opportunity to help our merchants on their path to decarbonization also. To support them, we've launched a partnership with Greener for Business, an online sustainability platform.
Together, we help our small and medium-sized businesses to reduce their greenhouse gas emissions and save money, identifying action plans and offers across energy, waste, transport, packaging, and more.
Additionally, in terms of our commitment to providing a diverse and inclusive place to work, we're delighted with our focus on Tyro's gender diversity, with a greater than 40% representation of females across the whole company and among our extended senior leadership group, and at board level, we've got nearly 60% female representation, as you can see.
These numbers are particularly good for a tech company. This sentiment is felt strongly across the business, with more than 86% of our colleagues stating that Tyro is a diverse and inclusive place to work. That concludes my remarks for today, and in closing, I'd just like to recognize the hard work and commitment of Jon and his team, including the Board. I'd particularly like to thank David Fite for his significant and insightful contributions over many years, and we wish you well for the future.
But finally, I'd just like to thank all the shareholders here, those in person and those online and those not participating today, for your continued support. I'm very excited about the possibilities ahead for us and how Tyro is well positioned to capture those. I look forward to being able to share updates throughout the year, and I'll hand over to Jon.
Thank you, Fiona, and good afternoon to everyone here in person and to those of you joining virtually. My name's Jon Davey, and I'm the CEO and Managing Director of Tyro. Before I begin, I'd like to thank you, our shareholders, for the support you provide to our business. I'm pleased to have the opportunity today to provide an overview of our strategic and financial performance and share why I believe Tyro is uniquely positioned for future growth.
I'll cover the key highlights from our 2024 financial year as well as our guidance for FY25. There'll also be an opportunity for you to ask questions. Turning to the next slide, and as Fiona has outlined, there are three key themes that underpin our performance in FY24 and give us confidence in the future of our business.
Firstly, in progressing our strategic initiatives, we've delivered solutions that bring our mission to life. That is, to make payments the easiest part of doing business. Secondly, our financial performance has been strong, highlighted by an excellent year-on-year profit growth. Thirdly, the combination of owning our own technology stack, proven capability in the development of industry-leading solutions, leadership excellence, and a high-performing team uniquely position Tyro for future growth.
Moving to the next slide, our focus on innovative payment solutions is not only delivering better products and product features, but it's positioning Tyro in a rapidly changing payments landscape. Growth is at the forefront of our priorities, and in FY24, we made good progress in expanding our product suite and our market opportunity. We launched several new products and product features, including our bundled payments and POS offering and our embedded payments software development kit, or SDK.
Our embedded payments SDK provides merchants with a variety of off-the-shelf hardware options, removing the dependency on Tyro-sourced hardware as the only way to accept card-present payments.
In August, we announced preliminary details on two new verticals, unattended payments and a health adjacency, that we will enter this financial year. In both, we are partnering with industry-leading businesses and will leverage our end-to-end technology and payment switch, and in the case of the health adjacency, a unique ability to process online card-present payments and third-party insurance claims.
For the health adjacency, we will deploy an entirely new and industry-leading payment processing solution. The addressable market for these opportunities is large and growing, more than AUD 5 billion each this year. Development and launch plans are progressing well, and we'll provide further information on our partners, the industry verticals, and our solutions as soon as possible.
Our pricing transformation program and our disciplined approach to cost management continues to drive improved financial results. The pricing transformation program announced just over 12 months ago has simplified processes for our sales and servicing teams, driven higher numbers of automated approvals, and delivered fairer pricing for Tyro's customers. Nearly 80% of Tyro customers now operate on card-based pricing plans.
These plans charge merchants a fee based on the card a consumer uses. Commercial and international cards, which incur a significantly higher interchange fee, are priced higher than lower-cost debit cards. This approach provides transparency to the merchant, is fair, and positions Tyro well for any changes made by the Reserve Bank to the cost of card acceptance and surcharging. Turning now to the next slide. The second of our themes is our strong financial performance reflected in significantly higher and sustainable profit.
I'm pleased to share these results as they reflect the hard work that's gone into bringing our strategy to life. Our gross profit for the year grew by 9.1% to AUD 210.8 million, and EBITDA grew by 31.6% to AUD 55.7 million. Our EBITDA margin was 26.4%, up from 21.9% last year. Cost management is and will remain a core focus. Over the past 12 months, we've continued with the disciplined approach implemented when I was appointed and that is now part of our DNA.
We are driving efficiency in all aspects of our business, treating every dollar as though it was our own. We will, however, not allow cost management to compromise our focus on innovation and our customer experience. Instead, we'll leverage industry-leading technology, including artificial intelligence, to optimize customer experiences and minimize cost.
During 2024, we've been trialing the use of AI agents in our health business, particularly for customer support. These tools are not only helping our staff prepare customer service requests, but they're also directly responding to customer queries. For the 2025 financial year to date, almost 8,500 requests have been started using our online chat platform. 45% of these involved an AI agent, with 51% of those resolved without human intervention.
This has highlighted the transformational opportunity across our business. Our focus on gross profit growth and effective cost management contributed to a significant improvement in bottom-line profitability, with net profit after tax increasing from AUD 6 million last year to AUD 25.7 million in 2024. Additionally, we are a significantly more cash-generative business. Our free cash flow of AUD 30.4 million was more than five times the free cash flow generated last year.
Moving now to the next slide, and I'd like to discuss the third theme and outline why we firmly believe that we are uniquely positioned for profitable and sustainable growth. Tyro is the payments provider of choice for more than 70,000 merchants. We have captured this share of market because we're focused on building better payment solutions for customers.
We will leverage our unique capabilities to power future growth. This includes, firstly, ownership of our end-to-end technology stack. This means we have complete control and flexibility to build industry and segment-specific solutions and to integrate seamlessly with partners. Secondly, we have diverse distribution channels that we can leverage to enhance our go-to-market efforts.
Tyro currently acquires customers through online channels in our sales team, through point-of-sale and practice management system partners, through independent sales organizations, and by retailers such as Telstra.
Each has its own focus, with some suited to certain types and size of merchant. Thirdly, merchants value the benefits that come with our integrated payments and banking proposition. This provides businesses with same-day access to their funds and helps Tyro merchants manage their cash flow. Finally, we continue to invest in leadership excellence, the development of a high-performing team, and a customer-focused culture.
Looking ahead, we have a clear picture on the outcomes these capabilities will deliver. First, they'll help us to unlock more of the addressable market in Australia, giving us greater opportunity for growth. Launching our new verticals is exciting. However, there is still lots of opportunity within our existing verticals of hospitality, retail, health, and services. Second, as we build momentum and adoption of our deposit and lending products, we will see better economics flow to a wider population of our book.
This will be hugely supportive for gross profit growth. Finally, with growth in payments and banking driving top-line growth and our ongoing commitment to improve operating efficiency, we are confident in our ability over the medium term to keep delivering strong profit.
Moving now to the next slide, I'd like to discuss the framework we're using to provide guidance on our financial targets over the medium term. As presented in August at the FY24 results call, we have outlined our medium-term targets based on a commonly used Rule of 40 model. Using this model, we can calculate a score, which is the sum of our normalized gross profit and our EBITDA margin. We're targeting a minimum score of 40 from FY26. This means that we need to drive top-line growth but balance this with improved profitability.
Setting this trajectory gives you, as owners of the business, greater visibility over the medium term and demonstrates our commitment to profitable and sustainable growth. To add further detail, we expect to deliver an increase to the EBITDA margin each year. For FY25, we expect an EBITDA margin of 28%, rising to about 31% in FY27.
It's important to confirm that we don't see any reason to revise this target as a result of changes that the Reserve Bank is assessing as part of its payments review. Recent publication of the issues paper highlighted thinking that is consistent with our expectations and scenarios that we have modelled. We believe that Tyro is well-positioned for any change. Our business model is not dependent on merchants surcharging their customers. And as we have discussed, we have the technical capabilities to allow us to price by card type.
Tyro is currently preparing a response to the RBA's issues paper. We will provide further updates once we're clear on the details and the timing of any changes. Moving now to the next slide. In August, we also presented our outlook for FY25, and we guided the generation of between AUD 218 million and AUD 226 million of gross profit and EBITDA margin of around 28%.
We've taken into consideration the macroeconomic outlook, the benefits from our growth initiatives, and we've also factored in some downside risk, one of which relates to the potential loss of merchants to Lightspeed. You will recall that we had an injunction against the targeting of Tyro customers by Lightspeed that ended on the 6th of September. Operating performance for the financial year to date has been consistent with expectations, and our financial performance is in line with guidance provided.
It's still early days in assessing the Lightspeed impact, but I would say that so far, the impact has been smaller than we expected. In fact, we continue to hear from merchants, some of whom are very unhappy with Lightspeed's aggressive tactics, and we continue to work with our merchants to help them avoid the fees that they are being threatened with. Further to my previous comments, we do not expect any impact during FY25 from any changes related to the RBA payments review.
We therefore remain comfortable with our FY25 guidance and continue to expect to deliver somewhere between AUD 218 million and AUD 226 million of gross profit at an EBITDA margin of about 28%. That concludes my presentation. I'll now hand back to Fiona, who will take us through the formal items of business. Thank you.
Thanks, Jon. Turning now to the formal business of the AGM. The items of business which are contained in detail in the notice of meeting provided to shareholders include five ordinary resolutions, each requiring a more than 50% majority vote to pass by shareholders entitled to vote and voting.
One of these is a conditional resolution, item three, which is a spill resolution. As we move through the voting for these resolutions, if you have any specific questions, we'll endeavor to answer these as we address each resolution. After consideration of the above resolutions, we'll move to general questions that shareholders may have of any board member or for Jon and Jay.
While no resolution is required in relation to the financial report, the director's report, the auditor's report. I now invite shareholders and proxies to comment on or ask any questions in relation to those 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 pause for approximately 10 seconds while I wait to see if there are any questions from the floor or from our online participants. Jay, have we received any comments on questions online about?
Not on this particular item.
Not on this topic?
No.
And I guess any questions from the moderator online? No telephone questions? Thank you.
Okay. Thank you, Jay. So moving on to the first resolution relating to the adoption of the Remuneration report for FY24 that can be seen on this screen now. 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 30th of June 2024, which forms part of the Tyro Annual Report, is available on our website.
The remuneration report outlines the group's remuneration strategy and practices detailed with specific remuneration—I can't say that word again—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 the remuneration report to shareholders and the consideration and adoption by a non-binding vote.
The vote on 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, as we have done this year.
Are there any comments or questions in relation to the remuneration report? I'll pause for approximately 10 seconds while I wait to see if there are any questions from the floor or from online participants. Jay, have we got questions from online participants?
We do. There's one question. Which of the proxy advisors cover us, and did any recommend against any of today's resolutions, including this remuneration report item? If so, what reasons did they give, and will you disclose the proxy votes before the debate so that shareholders can answer questions about the reasons if there have been any protest votes?
Thanks, Jay. So we're covered by four proxies, and the Australian Shareholders Association also reviews our material. We received reports. Three of them supported all of our resolutions in entirety as the board recommended. One proxy firm did recommend against the remuneration report.
However, I do note that they did not support a spill, meaning that the vote was essentially a protest vote, but they were not in favour of, therefore, spilling the board. The issue that was raised was predominantly because of the vesting of awards for our FY20, '21, and '22 plans. I will say that the board discussed this issue at length, the People Remuneration Committee and the board.
Essentially, these were plans that were, as you would mostly know, approved by the shareholders at the time, just as this year we've had to put our next year's plan to the board to the shareholders.
Shareholders approved them, and the performance hurdles that were put in place at that time were what we considered appropriate for the company at that time. The company was not yet profitable, a very different situation to now, and top-line growth was more of a priority. Share price measures were not written into the plans.
When we came to reviewing it, we saw that all of the performance metrics that were put in the plans at that time have been met. And now, however, Tyro is focused on profitability, and as you've just heard, we have adjusted our plans to accommodate the changing performance of our company. So now total shareholder return and earnings per share are key metrics for our long-term incentive plan going forward.
So with consideration of this, we believe that the plan put in place at the time, approved by shareholders with metrics that were achieved successfully by all management, deserved to be paid out, as was the intent of the plan. It is unfortunate, and we do recognize that it is not a great thing that our share price is currently down as well, but the employees at the time who have delivered those results were rewarded appropriately.
While it really is disappointing that the share price is not performing, and Jon might talk to it later in other questions perhaps, there are certain areas that we cannot control, but it is also worth pointing out that the company has performed extremely well over this duration. Our gross profit has improved by 23% on a compound annual growth rate over that period.
We've moved from a statutory loss of AUD 8.1 million in FY20 to a statutory profit before tax of AUD 22.4 million, so very much in loss to very much in profit. We've improved our free cash flow. I'll just run through these numbers. FY20, minus AUD 36 million, give or take a few hundred thousand. FY21, minus AUD 44 million. FY22, minus AUD 34 million. FY23, plus AUD 5.7 million. FY24, plus AUD 30.4 million.
So we've turned the company around from being unprofitable, still growing at the top line, to still growing at a top line but now being profitable. In that period, we have changed the metrics, as you've now heard, to an earnings per share basis and return on capital basis, which should totally align shareholders' outcomes with management outcomes. But for the plans that are three plus years old, this is what really one proxy, I guess, objected to.
It is our belief that it was absolutely warranted to pay out, as is the case of the majority of all other shareholders and all the other proxies. Any other questions, Jay, or from the moderator?
No more online. None on the phone? One on the phone?
No questions via the phone lines.
Thank you.
Okay, thanks. All right. I will now propose Resolution 2 as set out in the notice of the meeting be put to 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. Based on the votes we've already received, more than 75% of the votes received have been cast in favor of the adoption of the Remuneration Report.
And as the votes cast today are unlikely to result in 25% of all votes being cast against the Remuneration Report, item three, i.e., spill resolution, will now not be put forward for voting and will proceed to item four. At this stage, I'd like to pass over to Claire for item four.
Thank you, Fiona. Good afternoon, everyone. Moving to item four relating to the retirement and rotation by re-election of a director, Ms. Fiona Pak-Poy, that can be seen on your screens now. On behalf of the board, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution.
Clause 47A of the company's constitution provides that a director must retire from office 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 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 the ASX, whichever is longer. I'll now hand back to Fiona to share information about her experience and suitability for her re-election as director.
Thank you, Claire. For those of you who aren't familiar with my background, I joined the Tyro board in September 2019, just before the company floated, and I've been chair since the 1st of March 2023. I'm currently chair of the Nominations Committee and a member of the People Committee and the Audit Committee.
I have over 30 years' experience in a variety of industries, from companies ranging from startups to listed companies, government entities, and not-for-profit. I'm currently a non-executive director of WiseTech Global, Silicon Quantum Computing, and Kain Lawyers. I'm also on the board of trustees and investment committee for HMC Capital Fund 1, and I'm a member of the business advisory council of Anacacia Capital.
Leading a company in a competitive industry with difficult economic conditions is challenging, but I find it very rewarding to lead such a diverse, engaged board and greatly enjoy working with John and all the team. I'd be honored to be re-elected to the board. Thank you.
Thanks, Fiona. Are there any questions in relation to the re-election of Fiona Pak-Poy as a non-executive director of Tyro? I'll pause for 10 seconds while I wait to see if there are any questions.
So I have one question online.
Okay.
As chair of the company, could Fiona comment on what she thinks the incoming Trump administration's embrace of all things crypto will mean for our business, if anything? Are we able to process crypto payments, and have we looked into this? Is the rise of crypto a friend or foe to TYRO? Could the CEO also summarise his overall view about the crypto scene?
I'm not sure how that relates to your re-election, but.
No. Did you want to say anything?
Take it in general questions because it's not.
We'll take it in general questions. Are there any other questions?
Not specifically to Fiona's re-election.
Okay. Great. Okay. So I'll now propose Resolution 4 as set out in the notice of meeting 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. 10 seconds is a long time, isn't it? Over to you, Fiona.
Thank you, Claire. Moving on to the fifth line of sorry, the fifth item of business. Shareholders are being asked to approve this item to allow rights, equity rights, and any shares that may be issued following the vesting and 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 in relation to the grant of equity rights to Jon Davey? I will now pause for approximately 10 seconds to see if there are any questions that have come through. Any from the floor online, Jay?
No, there is one about item six, but not item five.
Okay. Moderator, any questions on the phone?
There are no questions via the phone lines.
Thank you. I'll now propose Resolution 5 as set out in the notice of meeting 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 sixth and final item of business. Shareholders are being asked to approve this item to allow rights, equity rights, and any shares that may be issued following the vesting and 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 in relation to the grant of equity rights to Mr. Jon Davey? I'll pause for approximately 10 seconds while I wait and see if there are any questions that have come through on the floor or Jay online.
Yes, there is a question online. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed? Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company?
Thanks, Jay. Thanks for the question. I have equity in Tyro from three key sources. I have about a million shares which were exchanged for Tyro shares following the acquisition of a company called Medipass in 2021. Those shares are still under escrow. I also have shares which have been issued as part of STI and LTI. The only LTI shares that have vested to date were about 36,000 shares which vested in September of this year. All other shares are under escrow, and I have not disposed of any of those shares.
Thank you, Jon. Any questions from the moderator?
No questions via the phone lines.
Thank you. I'll now propose Resolution 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 while voting takes place. Thank you. So that now concludes the formal part of the meeting, but I would like to move ahead to general Q&A.
Could any shareholders wishing to ask questions on the floor raise your hand? And I'll ask a meeting attendant to, or actually, you could probably go to the microphone in the center, and then we have a few questions online which we'll go to as well. Anyone in the audience like to ask a question in person today? No? Jay, online questions?
Yes, there's a handful here. The first one is, I could go to the question about your thoughts on the incoming Trump administration's embrace of all things crypto. What will it mean for our business, if anything? Are we able to process crypto, and have we looked into this? Is this a good or bad thing for Tyro? And could the CEO also summarise his overall view about the crypto scene?
I will do a bit of a hospital pass to Jon and let him address crypto for the business. But what I will say in regard to the first part of the question, which was initially directed to me about Trump, I went to a conference at UBS on Monday, and one of the guest speakers, or plenary speakers, was a former four-star general who was an admiral who'd worked for Trump, and had worked in many administrations.
And his overriding word of guidance was, "Only believe what Trump does, not what he says." And I think that there are a lot of speculations that we can make about what Trump will do and what the implications will be for not only the U.S. but various parts of the economy.
I'm not an economist, and I haven't studied that enough to know what the implication might be for the Australian market. I will not respond to that part of the question. Jon, I don't know if you want to respond to the crypto part of the question.
I suppose the only comment that I would make, Fiona, was that as a payments company that's operating in an increasingly competitive and changing environment, I think it's incumbent on us to be able to make sure that we understand the variety of different means of payment acceptance.
What we want to make sure that we do is provide options for our customers that meet the needs of their consumers around the way that they will accept payments. Crypto is not a space that we see any demand from a merchant perspective, and I think from a risk perspective as well. There's also a lot of work that would need to be done and understood before we would consider providing crypto as an option for our merchants.
Thanks, Jon. Jay? Any questions linked to that at all?
I'll go straight to the rest, actually. I'm sorry. So the other question is, given the tenure of Mr. Paul Rickard, should he step down from the board?
Thanks, Jay. I don't think so. We have, as a board, annually decided the independence of all board members, and that includes Paul. Paul has a long tenure associated with the company. One of the things which we consider is his independence in terms of the tenure on the board.
While certain proxies have guidelines as to the specific start date of that, one of the things which we consider, which is not so much a rule but our judgment, is that the company has been listed for about five years. The company in its prior form was very much different as a private company, different shareholders, different board, different chairs, different CEOs, etc. That's not to say that Paul's involvement hasn't been long and important, and in fact, his corporate memory is critically important, particularly as David Fite steps off the board.
We do understand, however, and sorry, I should also say that the way Paul challenges management, whether it's the CFO, the head of risk, head of audit, and indeed works with our auditors, is incredibly independent and quite challenging, probably possibly more challenging than many other directors at certain times.
So from our perspective and from my perspective of chair, totally welcome Paul's contribution at all times. However, we do understand that proxies in particular, and perhaps some shareholders, may get to a point where they require him to not be independent or would strongly advise.
At that point, it is my wish, at least at this point, that Paul would stay on the board, although as a non-independent, it may not be possible for him to chair, Audit, and Risk and so clearly, as succession plans, as part of the board, we consider this and think through what the different skills and experiences might be as we move forward. Further questions?
Thanks, Fiona. Yes. Next question. Our share price has dropped from AUD 4 in 2021 to AUD 0.88, and rival payments provider Zip has gone from AUD 0.29 to AUD 3.40 over the past 15 months. I'm a shareholder in both companies. Could the CEO have a crack at explaining why the shareholder experience has been so different? What did we do wrong? What did Zip do right?
It's very hard for me to comment on Zip other than to say that I think there's a danger that as listed payments companies in Australia, we're all considered to be similar or equal companies. Zip is unique or differentiated from us clearly in that they are seeing a lot of their growth come from international markets.
I would say that we are clearly very disappointed with the performance of our share price. Notwithstanding that, I think that from a management perspective, we've been able to demonstrate that we're making good progress in terms of delivering improved profitability, and I hope that I've been able to articulate today that we see some really strong opportunities for growth in the business going forward and that that growth will underpin some share price improvement over the short to medium term.
Thanks, John. I might just add that, as John said, not all payments companies are equal per se, but there is definitely a trend globally for many payments companies to have a negative share price trend, both in Australia and some overseas. In Australia, I'm sure you're aware that one of the issues that is hampering our price at the moment is the RBA's advice that they're going to review surcharges.
We can talk about that separately if you want or perhaps when we're out having a coffee or tea. But that does place a certain overhang on our shares. We are very confident that should a review be completed, regardless of what these findings are, we can actually not only do quite well out of it, but actually it is a positive opportunity for us. But that is one of the things which is hampering our share price currently.
All right. Thank you. Another question here. Australia is in the midst of an unprecedented deluge of takeovers that has contributed to ASX listings falling by 176 to 2,124 since June 2022, including 21 straight months of declines. There have already been 27 major takeovers above AUD 200 million completed in 2024.
Why are public markets not valuing ASX-listed companies like ours more highly, and what are we doing to avoid being gobbled up like so many other companies? Also, would it be logical for Square, Visa, or Mastercard to own Tyro as payments become a more globalized game?
Perhaps I'll start, and then Jon, if you want to add anything. I think we've addressed that question to a certain extent in the earlier responses from Jon and myself. We are part, to a certain extent, of an industry downtrend for some, but not all payments companies. We are, to a certain extent, impacted quite heavily by the RBA's announcement to review surcharges.
So they're two of the big reasons why we're currently not being valued as we see fit, which was part of the question. In regard to what we're doing, we've addressed this in terms of continuing to improve margins, continuing on our strategic objectives, continuing to work on product market, enhancing our product opportunity. I think Jon laid that out quite clearly earlier. Jon, I don't know if you've got anything else to add.
No, probably the only thing that I would add to that, Fiona, is that we've got 70,000 merchants that we provide payment services to on a daily basis, and that's an enormous opportunity for us. When we look at some of the companies that were noted in the question, they're global schemes.
They're really very, very different businesses to the business that we have in Australia. So what I'm focused on is making sure that we deliver against our strategic initiatives, that we make sure that we drive the profitability and growth in the business, and we're focused on that.
Thanks, Jon. Jay, any more questions?
Final question is something I think we may have already mostly answered, but when disclosing the outcome of voting on all resolutions today, including the STI grant to the CEO, could you please advise the ASIC how many shareholders voted for and against each item,
Similar to what happens in a scheme of arrangement? And if you like, I can confirm the results of proxy voting and all votes were in the slides today, and we'll certainly be providing full details of the votes to the ASIC after the meeting.
Thanks, Jay. Thank you for your questions. That now brings us to the end of the Annual General Meeting for 2024. I'll shortly be formally closing the meeting, and therefore, again, remind any shareholders who have not yet voted to please do so, which voting will close in five minutes, and the results of the voting will be lodged with the ASX,
as that questioner just asked, once all votes have been counted. I'd like to thank you again for your attendance and participation in today's meeting. I now formally declare the meeting closed and wish you all a pleasant afternoon. Thank you.