Good morning. My name is Diane Smith-Gander, and as Chair of the Board, it is my pleasure to welcome you to the Annual General Meeting for Zip Co Limited. I will be chairing the meeting today. It is now 10:00 A.M., and as there is a quorum present, I declare the meeting open and confirm that the AGM has been properly constituted. As we are meeting virtually today, if we experience any technology issues, a short recess or an adjournment may be required, depending on the number of shareholders affected. If this occurs, I will advise you on the approach. I am joining you today from Sydney. I'd like to begin by acknowledging the traditional custodians of the land, the Gadigal people of the Eora Nation. I acknowledge and respect their continuing culture and the contribution they make to the life of this city and region.
I pay my respects to their elders, past and present. As you are joining this meeting, who are present in this room or online. Firstly, Zip Group CEO and Managing Director, Cynthia Scott, and our independent non-executive directors, Meredith Scott, Matthew Schuyler, who is attending virtually from the United States, and Andrew Stevens. We are waiting for Kevin Moss, who will also join us virtually from the United States, but as we're having a small technical difficulty at the moment, I'm hoping he will join us expeditiously. From the executive team, I am also joined by Joe Heck, CEO of the U.S. Business, also attending virtually from the U.S., Soraya Alali, CEO of the ANZ Business, Gordon Bell, our Group Chief Financial Officer, and Linda Lu, our Group Chief Legal and Risk Officer. I'm pleased to say, Kevin, we see you now. Welcome.
Yep. Thank you.
Our General Counsel ANZ and Company Secretary, Kate Hume, is in attendance, as is a representative from Computershare Investor Services, Chris Dedrick. Jason Thorne, our Lead Audit Partner, is also present. Jason will be available to answer any questions on the audit, Zip's accounting policies, the auditor's report, and auditor independence. Today's meeting is being held as a fully virtual AGM. I thank shareholders, proxies, and guests for joining us via the Computershare Online platform. All attendees can watch this live webcast of today's meeting. However, only shareholders, proxy holders, and corporate representatives can ask questions and vote on each item in business to be conducted at today's meeting. The agenda for the meeting is as follows. I will provide the Chair's address. I'll then hand over to Cynthia Scott, who will provide the Group CEO and Managing Director's address.
We will then go through the formal items of business included in the Notice of Meeting, including conducting a poll on all resolutions. Following this, we will close the meeting. Finally, the results of the poll will be released to the ASX following the close of the meeting and once determined. During the formal items of business, each resolution will be introduced and discussed in the order set out in the Notice of Meeting, with opportunities for questions on each item before shareholders cast their vote for that resolution. We request that you confine your questions to the business of the relevant resolution. We will also have time allocated for general questions at the conclusion of the meeting. Kate Hume will now run us through the question and voting process.
Thank you, Diane. As Diane has mentioned, only registered shareholders and proxy holders and corporate representatives will be able to ask questions during the online platform. Shareholders, proxy holders, and corporate representatives can submit questions at any time during the meeting. To ask a written question, click on the Q&A speech bubble icon. Once you have completed typing your question, please select the send button to submit your question. To ask a question verbally, please follow the instructions shown below the broadcast window on the online platform. If you are experiencing any technical issues, please call the number on your screen. Please note that whilst you can submit questions from now on, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, the question may be combined.
Finally, due to time constraints, we may not get to answer all your questions, but we will seek to answer the most frequently asked questions from shareholders. Shareholders, proxy holders, and corporate representatives can vote on the items of business via the online platform. For those who are eligible to vote, when the Chair declares the poll open, a voting icon will appear on your screen. Selecting this icon will bring up a list of resolutions and voting options. You are free to submit your votes at any time. To cast your vote, select one of the options. There is no need to hit a submit button, as the vote is automatically recorded. Please cast a vote for all resolutions. You'll receive a vote confirmation notification on your screen.
To change or cancel your vote, click the link titled "Click here to change your vote" at any time until the poll is closed. A warning will be provided before voting is closed at the end of the meeting. Now, back to you, Diane, to provide the Chair's address.
Thanks very much, Kate. As a reminder, voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will now open voting for all resolutions. Before we move to the formal part of the meeting, I'll share some comments on Zip's performance for the financial year to the 30th of June 2025 and reflect on our key areas of focus as a board. I'll then hand over to Cynthia Scott, Zip's Group CEO and Managing Director, for her remarks. In FY 2025, your company delivered its strongest financial performance to date, despite ongoing macroeconomic uncertainty. The unit economics and operating leverage we have developed means we've continued to grow strongly while expanding margins.
During the year, Zip achieved total transaction volume increasing 30.3% to $ 13.1 billion across 93 million transactions, over $ 1 billion in total income, up 23.5%. Record group cash earnings of $ 170.3 million, up 147%, and an almost doubling of our group operating margin to 15.8%. Our FY 2025 results reflect the team's focus on sustainable profitability at scale, underpinned by disciplined execution and trusted relationships with our customers, who remain at the center of everything we do. Pleasingly, business momentum has accelerated in the first quarter of FY 2026, which Cynthia will talk to in more detail in her address. Our U.S. business delivered another outstanding performance, exceeding $100 million in cash earnings for the first time. We have a strong offering in this market, which continues to resonate with the underestimated American, hardworking, ambitious consumers who seek financial agency and progress but are often held back by outdated credit models.
These customers use Zip to pay for everyday needs and to manage their cash flows, with the majority of our U.S. TTV derived from predominantly non-discretionary categories, enhancing through the cycle resilience. Our ANZ business continued to grow earnings, with TTV returning to growth following a period focused on improving margins while navigating a challenged domestic economic environment. The company's success is driven by our ability to deliver exceptional experiences for customers. This year, the board held immersion sessions with customers, employees, merchants, and partners to deepen its understanding of Zip's product offering and customer experience and product innovation in both of our markets. A key focus of management, with oversight from the board, is to further enhance our value propositions, including through the responsible adoption of AI. Zip continued its strong focus on risk management, implementing measures to protect the company as we scale.
In FY 2025, key activities included a material uplift to the enterprise risk management framework, continued focus on cybersecurity and credit risk oversight, and the management of the evolving regulatory environment in both markets. We're committed to ensuring the Board has the appropriate skill sets and representation to support your company's continued evolution and growth. Having recently appointed Matthew W. Schuyler, we now have two U.S.-based directors reflecting our growing presence in the United States. In April, we welcomed Australian-based Andrew Stevens, who brings deep expertise in business transformation, technology, data growth strategy, governance, and risk. Andrew has a demonstrated track record as a director with ASX-listed entities. This year, co-founder Larry Diamond stepped down from his non-executive role as Zip Director and U.S. Chairman. From building a startup to a successful public company with co-founder Peter Gray, Larry's vision, energy, and customer-first ethos are embedded in our DNA.
He will always be a key part of the Zip family. Larry's inspiring leadership forged the foundation Zip stands on, reaching great success with his new family office and foundation. Our continued commitment to operate sustainably and responsibly reduces risk and enhances value for our shareholders, customers, employees, communities, and the planet. Core to our business model is offering products that support responsible payment behavior and deliver positive customer experiences. We have a low level of customers in hardship, with less than 0.5% of customers currently accessing hardship support in Australia. In the U.S., over 98% of Zip transactions were repaid in full in FY 2025. As a digital-first company, we have a relatively low carbon footprint. However, we always seek to improve on how we measure and manage our environmental impact.
In FY 2025, we continued to integrate climate change considerations into our governance, risk management, and strategy processes and focused on progressing our readiness for mandatory climate reporting in FY 2026. We are a longstanding advocate for fit-for-purpose regulation, and as a board, we remain alert to regulatory developments across our markets. In Australia, we prepared for the passing into law of buy-now-pay-later legislation and regulation, with all our products regulated under the National Consumer Credit Protection Act. In the U.S., we continue to operate in line with the CFPB interpretive rule, despite the rule's rescission in FY 2025. This year, Zip launched its capital management framework, which guides its approach to maximizing shareholder value over the long term. Your board regularly assesses capital management options and approved an on-market share buyback program and the purchase of shares on market via Zip's employee share trust to minimize dilution from equity incentive plan allocations.
We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. Consistent with our approach to maximize long-term shareholder value and our first quarter results update in October 2025, we continue to consider a dual listing in the U.S. while maintaining a primary listing on the Australian Securities Exchange. The potential dual listing remains subject to Zip board approval and the completion of a number of required processes, including obtaining regulatory approvals in the U.S., and is subject to market and other conditions. Our achievements are a testament to our talented and committed Zipsters who are aligned on our purpose of unlocking financial potential together. To my fellow directors and our management team, thank you for your focus, stewardship, and continued commitment to good governance.
Finally, thank you to all shareholders for your continued trust and support in Zip. We are a fundamentally stronger and more efficient business, with our results for the year reinforcing our unique competitive advantages. Our customer focus and disciplined execution position us well to drive continued long-term value for shareholders. I'll now hand over to Cynthia for her remarks.
Thank you, Diane, and good morning, everyone. Today, I'll provide a brief recap on our performance for financial year 2025, an update on first quarter trading, and an overview of our strategic priorities and outlook for financial year 2026. FY 2025 was a defining year for Zip. We executed strongly on our strategy, reinforcing our position as a growing and sustainably profitable business at scale with a deeply engaged customer base. During the year, our customer base grew to 6.3 million customers, and merchants across the platform increased to 85,500. We continue to add more customers and merchants, creating a powerful network effect that fuels Zip's differentiated two-sided business model. As Diane mentioned, in FY 2025, group cash earnings grew by 147% to $ 170.3 million. This was driven by an outstanding performance in the U.S., which delivered TTV and revenue growth above 40%, with cash earnings more than doubling.
We continue to deliver strong credit outcomes, with group net bad debts as a proportion of TTV reducing to 1.5%, reflecting our robust approach to credit decisioning. We have an agile platform with access to 12 years of customer and transaction data in ANZ and eight years in the U.S., positioning us well to continue underwriting our customers profitably. Zip is powered by two regional engines with significant growth opportunities. Both markets demonstrated accelerated momentum during FY 2025, which has continued into the first quarter of FY 2026. This performance demonstrates our ability to deliver exceptional experiences and meet customers where they are at in their financial journey, reflected by strong customer Net Promoter Scores of +68 and +57 in the U.S. and ANZ, respectively. In the U.S., we expanded our range of simple, transparent, and flexible installment credit solutions through the Pay in Zip platform.
In FY 2025, we scaled Pay in 8, which now represents around 20% of U.S. TTV. In FY 2026, we began piloting a Pay in 2 offering to further support Zip customers with everyday smaller purchases such as groceries and utilities. In ANZ, we launched two new products within 18 months, with Zip Plus underpinning the return to TTV growth in the region. We strengthened our balance sheet and operate as a self-sustaining business with no corporate debt. Across both markets, material proportions of our funding were refinanced at improved terms to optimize our capital structure and deliver future cost savings. The outcomes achieved reflect the improved business and credit performance across the group.
Consistent with our capital management framework, in April, an on-market share buyback program for up to $ 50 million of ordinary shares was launched, which was increased to $ 100 million in October, providing an opportunity to return value to shareholders. We continue to position the business for the next horizon of significant growth. In FY 2025, we invested in new and upgraded systems and processes to support additional scale, particularly across cyber, credit and fraud risk, data and analytics, and finance. Innovation is at the core of our business. AI is already deployed across our people, processes, and products to unlock efficiencies and deliver more personalized experiences for our customers and partners. This has included equipping all employees with generative AI tools and enabling engineers with AI-augmented developer tools, while a range of business processes, including merchant risk accreditation and improved customer self-service, have been automated.
We've established Fearless Frontiers, a dedicated lean team focused on long-term product innovation and unlocking new profit pools aligned to regional strategies. Several high-quality opportunities have been identified to explore. In the U.S., this includes AI-driven products such as a guided personalized cash flow management solution, Money Coach. The Australian business is focused on leveraging its strategic assets to assess adjacent financial services products where Zip could provide capital-light solutions to customers. We could not have achieved these outcomes without the passion and commitment of our Zipsters. Attracting and retaining top talent is a key priority, and I'm proud to share that we achieved an employee engagement score of 81%. We also welcome several new members to the group executive team in FY 2025. Firstly, Joe Heck commenced as U.S. CEO in July 2024. Joe has made a significant and positive impact since joining, providing exceptional leadership to the U.S. team.
We look forward to the results they will deliver in FY 2026. Secondly, Linda Lu joined as our Group Chief Legal and Risk Officer in October 2024. Linda's appointment brings significant legal, compliance, and enterprise risk management expertise to Zip. Lastly, in May 2025, we welcome Soraya Alali as our new ANZ CEO, a purpose-driven leader with over 20 years' experience in the financial services sector, with a focus on driving scalable growth, digital transformation, and enhanced customer experiences. We recognize our co-founder, Peter Gray, for his contribution as ANZ CEO and look forward to his contributions in his new role as Head of Strategic Growth. As a team, we're steadfast in fulfilling our purpose, that is, unlocking financial potential together and delivering on our mission to bring exceptional experiences, innovation, and partnership to every financial journey.
For FY 2026, we have three clear strategic priorities: growth and engagement, product innovation, and platforms for scale. In the first quarter of FY 2026, your company continued to deliver sustainable, profitable growth at scale with record cash earnings of $ 62.8 million, up 98.1% year-on-year, reflecting an operating margin of 19.5%. The U.S. business delivered year-on-year TTV and revenue growth in U.S. dollars of 47.2% and 51.2%, respectively, with customer growth of 12.2% and an additional 483,000 customers year-on-year, providing strong momentum into the holiday trading period. The ANZ business saw a return to revenue and Australian receivables growth, with double-digit growth in TTV. We've executed strategic partnerships and integrations in both regions to drive future growth. In the U.S., we scaled volumes and merchants through Google Pay and integrated with Autofill on Google Chrome in August 2025.
Zip also became available to all businesses on Stripe in the U.S. in August 2025, which is yielding early results. In Australia, we integrated with Xero Invoicing via Stripe, enabling small businesses on the Xero platform with a Stripe account to add Zip's flexible payment solutions directly on their invoices. We've also optimized our funding portfolio to improve capital efficiency, cost of funds, funding capacity, and flexibility in both markets. The U.S. business enhanced its short-term funding capacity with our third-party bank partner. In Australia, we completed a new $ 300 million bond issue and have continued to see tightened credit spreads on new Zip issuance. Following a strong start to the year and continued momentum, we recently upgraded our full-year U.S. TTV growth expectations to be above 40% in U.S. dollar terms.
We remain on track for our FY 2026 results to all be within target ranges, as previously announced to the market in August, and will report on the progress at our first half results in February. In closing, Zip is well positioned for the future with various growth opportunities in front of us. I want to thank our Zipsters, as well as our group executive team, for their diligence and commitment to our mission and purpose, to our Board for their valued guidance, and to our shareholders for your continued support. That concludes my formal remarks. I'll now hand back to Diane to go through the formal items of business, and I look forward to answering any questions later in the meeting.
Okay, thank you, Cynthia. We'll take any questions from shareholders on the Chair's address or the Group CEO and Managing Director's address at the end of the meeting. Now we will move to the formal business for the AGM. First, in relation to the minutes of the last Annual General Meeting held on the 7th of November, 2024, if any shareholders wish to review these minutes, they are available for inspection. Please reach out to the Company Secretary. We now move to the items of business as set out in the notice of meeting. The notice of general meeting was released to the ASX on the 25th of September, 2025, and copies provided to all registered shareholders in accordance with their registered communication preferences. We'll take the notice of meeting as read unless there are any objections.
Not seeing any objections, I note that voting on all resolutions will be conducted by a poll. Proxy votes have been received, representing approximately 752.8 million ordinary shares, or 58.6% of the issued capital of the company. If you've lodged a proxy before the meeting, your votes have been received and will be included in the poll. Any undirected proxies or open votes that have nominated the chair as their proxy, I will be casting in favor of each resolution in the notice of meeting. I note that voting exclusions apply to items 2, 4A, 4B, 5, and 6, as explained on pages 8 to 10 in the notice of meeting. You can change your vote up until the time I declare voting closed. I now appoint Chris Dedrick from Computershare as the returning officer of the poll, and remind you voting is open on all items of business.
I will give you a warning before I move to close voting. The first item of business is to receive and consider the annual financial report, the directors' report, and the auditor's report for Zip and its consolidated entities for the financial year ended the 30th of June 2025. The annual financial report and the reports of the directors and the auditors are now laid before the meeting. There will be no vote on this item as this item is for discussion only. The company's auditor, Jason Thorne of Deloitte, is present to take questions relevant to the audit, Zip's accounting policies, the auditor's report, and auditor independence. Kate, are there any questions on item one?
Thank you, Diane. There are no questions on item one.
We'll now proceed to the resolution set out in the notice of meeting. Item two is as follows: to consider, and if thought fit, to pass the following resolution as an ordinary resolution: to adopt the remuneration report for the financial year ended the 30th of June 2025, as set out in the director's report in the annual financial report. The proxies received in relation to this resolution are shown on your screens. Kate, are there any questions relating to this resolution?
Thank you, Diane. There are no questions for this resolution.
Thank you. I will therefore now formally put this resolution to the meeting. Shareholders can vote via the online portal, and we will now proceed to item three, the election and reelection of directors. Item three A is as follows: to consider, and if thought fit, to pass the following resolution as an ordinary resolution. That Andrew Stevens, having been appointed by the board as a director of the company effective 17 April 2025, and who retires in accordance with clause 22.6 of the company's constitution and ASX Listing Rule 14.4, and being eligible, be elected as a director of the company. Andrew will now say a few words as to his experience and qualifications.
Thank you, Diane. Good morning, ladies and gentlemen, and thank you for joining us at the annual general meeting of your company, and thank you for your ongoing support. I'm Andrew Stevens, and I've served as a non-executive director since April this year. I'm a member of Zip's Remuneration, People and Culture Committee and the Audit and Risk Committee and the Nominations Committee. The notice of meeting has some details of my background and experience, so I won't repeat those, but I will point out my relevant qualifications and experience for my ongoing role as non-executive director of your company. I chaired the Federal Government's Industry Innovation and Science Board and chaired the Data Standards Body for the Consumer Data Right in Australia, which you may know as Open Banking and Open Energy.
I've spent 12 years at IBM, the last five as Managing Director of Australia and New Zealand, and I've also served as a non-executive director of Stockland for over eight years. I'm a fellow of Chartered Accountants Australia and New Zealand, which keeps me connected with the profession, the conduct of members in practice and in commerce, and helps me to stay across the latest developments. I welcome the opportunity to bring my expertise and deep experience in operational performance, technology, and data to Zip. I've seen firsthand Zip's customer impact and commitment to providing fair, flexible, and transparent financial services and products. I look forward to supporting your company's growth opportunity and to driving long-term value for shareholders and other stakeholders. It's truly an honor to serve you in this capacity, and I thank you personally for your support.
Thanks very much, Andrew, and thank you for your contribution at Zip today. The Board recommends, with Andrew Stevens abstaining, that shareholders vote for Andrew's election. The proxies received in relation to this resolution are shown on your screen. Kate, do we have any questions in relation to this resolution?
No, Diane, no questions.
Thank you. I now formally put this resolution to the meeting. Shareholders can vote via the online portal, and we will proceed to item 3B . Item 3B is as follows: to consider, and if thought fit, to pass the following resolution as an ordinary resolution: that Meredith Scott, who retires by rotation and being eligible, be reelected as a director of the company in accordance with clause 22.10 of the company's constitution and ASX Listing Rule 14.4. Meredith will now say a few words as to her experience and qualifications.
Thank you, Diane. Good morning, Chair, fellow board members, shareholders, and guests. It's a privilege to address you today as I seek reelection to the board. Since my initial appointment on 1 September 2022, I have the honor of contributing to a company that is not only innovative and ambitious, but deeply committed to delivering value to its customers, shareholders, and broader stakeholders. I want to thank Diane, John Batistich, Larry Diamond, and Pete Gray for their faith in making my appointment back in 2022. Over the past three years and a bit, I've worked closely with my fellow directors and the group executive team to help guide Zip through a dynamic and evolving environment. We've navigated evolving customer expectations, macroeconomic headwinds, regulatory shifts, and a maturing business model and control environment, all while staying true to our focus of creating fair, transparent, and flexible financial solutions.
It's not been without challenge, but at the heart of each key decision made, treating our customers fairly and respectfully and driving long-term shareholder value has been at the core. As a Non-Executive Director and ex-audit partner, not with Deloitte, I've brought an independent perspective, a strong sense of governance, and a deep commitment to accountability and sustainability. I've also drawn on my decades of experience in audit and risk management and financial services to support Zip's continued sustainable, profitable growth and resilience. Looking ahead, I remain excited about Zip's future. We are well positioned to innovate, expand, and deepen our impact through delivering on our purpose of unlocking financial potential together. If reelected, I'll continue to advocate for sound governance, long-term value creation, and a culture of integrity and inclusion. Thank you for your trust and support, and I look forward to continuing this journey with you.
Thank you, Meredith, and for your continued commitment to Zip. The board recommends, with Meredith Scott abstaining, that shareholders vote for Meredith's election. The proxies received in relation to this resolution are now showing on your screen. Kate, do we have any questions in relation to this resolution?
No questions for this resolution.
Thank you. I will now formally put this resolution to the meeting. Shareholders can vote via the online portal. We will now proceed to item 4A. Item 4A is as follows: to consider and if thought fit to pass the following as an ordinary resolution: that for the purposes of ASX Listing Rule 7.2, exception 13B, and for all other purposes, the Equity Incentive Plan and the issue of securities under the Equity Incentive Plan be approved. The proxies received in relation to this resolution are on your screens. Kate, do we have any questions related to this item?
No, Diane, no questions.
All right, thank you. I now formally put this resolution to the meeting. Shareholders can vote, as always, via the online portal, and we will proceed to item 4B. Item 4B is as follows: to consider and if thought fit to pass the following as an ordinary resolution: that the giving of benefits to any current or future holder of a managerial or executive office in the group pursuant to sections 200B and 200E of the Corporations Act in connection with that person ceasing to hold that office be approved. You'll see the proxies we have received in relation to this resolution on your screen now. Kate, have we received any questions in relation to this item?
Thank you, Diane. No questions for this item.
Thank you. I'll now formally put this resolution to the meeting. Shareholders, please vote via the online portal. We'll now proceed to item 5. Item 5 is as follows: to consider and if thought fit to pass the following as an ordinary resolution: that approval is given for the purposes of ASX Listing Rule 10.14, section 200B of the Corporations Act and all other purposes, for the issue of 531,932 LTVR Performance Rights to Cynthia Scott, the Director of the company, under the Equity Incentive Plan. The proxies that we've received in relation to the resolution will be showing on your screen. Kate, have we received any questions related to this resolution?
Thank you, Diane. No questions for this resolution.
Thank you. I will therefore formally put this resolution to the meeting, and shareholders can vote via the online portal, and we'll proceed to item six. Now, as item six relates to the fee pool for non-executive directors, including myself, I will now hand over to Cynthia Scott to chair the meeting for this item. As an executive director, Cynthia is not eligible to be paid fees from this pool.
Thank you, Diane. Item 6 is as follows: to consider and if thought fit to pass the following as an ordinary resolution: that approval is given for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate amount of remuneration that may be paid to Zip's non-executive directors in any financial year to be increased from $ 1.5 million to $ 1.8 million effective immediately. The proxies received in relation to this resolution are on the screen. Kate, are there any questions in relation to this resolution?
Thank you, Cynthia. No questions for this resolution.
Thank you, Kate. I'll now formally put this resolution to the meeting. Shareholders can vote via the online portal. I'll now return the chairing of this meeting to Diane.
Thank you, Cynthia. That concludes the resolutions to be voted on today. Could all shareholders participating online please ensure you have submitted your votes now for all resolutions? I'll pause to allow you time to finalize those votes. Thank you, everyone. Voting is now closed. The results from this meeting will be released to the ASX later today. Is there any other business that can lawfully be brought forward?
Thank you, Diane. No other business.
Seeing no other business, that concludes all business items of the meeting. We'll now address any questions from shareholders, and I will then close the meeting. Firstly, let me thank shareholders for their questions lodged in advance of the meeting. We received a number of pre-submitted questions relating to the company's position on dividends and the potential dual listing, which were covered in my prepared remarks, and so I'm not going to cover them again here. I do see we have a question from Stephen Mayne asking myself and Cynthia to comment on the contact that we have with our co-founders, Larry Diamond and Peter Gray. And so let me address that now. Thank you very much for the question, Stephen. I saw Peter Gray this morning in person in the office, and I suspect he's online for this meeting. I'm getting a nod from our returning officer.
Peter's actively employed in the business, as Cynthia mentioned. We have access to Larry as and when required and see him regularly. I think our interests are incredibly aligned. I am very comfortable with the relationship we have with Larry. Larry and Peter will be our founders forever. There's absolutely nothing that can change that fact. As mentioned in our addresses, it's the foundation on which Zip stands, and their DNA is our DNA. Cynthia, would you like to make any comments about your ongoing relationship with Larry and Pete?
Thank you, Diane. Look, I will say I speak regularly to both Larry and Peter, and as I said in my prepared remarks, and as you mentioned, Diane, Peter is still a direct report of mine. He is a member of the executive team, and he has a very important role for us as Head of Strategic Growth, so he will continue to make a very, very significant contribution to Zip.
Kate, are there any further questions?
Yes, Diane, there is a further question from Stephen Mayne. Stephen's question is that, with the benefit of hindsight, does the Chair have any regrets about the structure of last year's $267 million capital raising? The placement component of $217 million at $1.61 was too large, and it was unfair to reject the $35.1 million of the $85.1 million in SPP applications instead of sticking to the constrictive $30 million cap. We went into that raising with around 33,000 retail shareholders, and even when only 13% of them, or the 4,301 holders, attempted to participate, the company then rejected 41% of what they applied for. Dozens of listed companies have uncapped SPPs over the year after strong demand. Why did the company do that instead of leaving the SPP component at just 18.7% of the $267 million capital raising?
Did the Big End of Town institutional investors deserve more than four times as much stock as retail shareholders?
Thanks very much for the question. Zip's board is a very reflective board, and we do have a look in the rearview mirror to see the decisions that we've made and challenge ourselves to ensure that we are keeping our eye on the long-term sustainability of Zip and the interests of all of our shareholders. Our structure was in line with market practice, and that structure of that capital raise at the time was set in line with what we thought was appropriate for our capital structure and what was achievable in market context. I think I'll leave it at that. Thank you. Kate, do we have any other questions?
There's one further question, Diane. A question again from Mr. Stephen Mayne. The 2022-2023 annual report claimed that the company had 108,075 shareholders, or by 76,856 with what was then less than a marketable parcel of 500 shares given the low share price at the time. Do you agree that you boldly badly structured the unmarketable parcel buyout program in late 2023, which took out 69,669 small shareholders collectively, paying them just $ 12.5 million for their 30.86 million shares at an exit price of $0.4034? Has there ever been an unmarketable offer by an ASX-listed company which took 64.4% of all shareholders? Does the Chair agree that this is a bad look given the share price has since soared 934% to $ 3.77? In other words, 70,000 small shareholders were taken out for $ 12.5 million when those same shares today would be worth $ 116.3 million.
These shares were sold mainly to institutional investors and had a 41% scale back on the remaining shareholders at the 2024 SPP. Why did the structure that unmarketable parcels, so that shareholders who did nothing lost their shares? Do you agree that having this default option disadvantages small retail shareholders?
Stephen, thanks very much for the question. I'm not going to go through each of the elements of the question. I think the intent of the question is quite clear. We followed a very transparent and a very market-standard and proper process for the small shareholding sale facility consistent with ASX listing rules. In setting the sale price, we followed what was the standard process at the time. I think it's always open to people to query the individual decisions that were made, and as I said, we're a very reflective board, but we believe that the decisions we made at the time were very much in the best interests and the performance and the engagement with our shareholders more broadly following those actions have reinforced that belief. Thank you. Kate, do we have further questions?
Thank you, Diane. No further questions.
We did receive a question on driving factors of customer growth in the U.S. compared to ANZ as a pre-submitted question, and when active customer growth in the ANZ may resume. Cynthia, this might be a moment for you to respond to that question.
Yeah, thank you. Thank you very much for the question. As we announced back in October, for the first quarter of 2026, active customers in the U.S. grew 12.2% year on year, which does demonstrate the momentum and the scale of opportunity that we see in that market, particularly for our customer base, the underestimated American. Customer growth in the U.S. is driven in two ways. One is by the addition of new merchants, and we've made some great merchant announcements in the last 12 months, but also by increasing brand awareness for Zip, given that if you look at the U.S. market, it's still very early stage in terms of the penetration of installment products. They still represent less than 2% of total payments. By contrast, in ANZ, the products represent about 15% of e-commerce.
Here in ANZ, Zip has a highly engaged customer base of about 2 million active customers, which represents about 10% of the adult Australian population. Just to give you the context, back in FY 2024, you'll recall that management took action to, we undertook actions to actually slow growth and to preserve margins in the ANZ business. That was really in response to changes that we saw in the external macroeconomic environment, and that did impact customer numbers back in FY 2024. In FY 2025, we did reposition the ANZ business for growth. Pleasingly, we've seen a return to TTV growth that's been underpinned particularly by increased customer engagement, particularly in our newer product, Zip Plus. As we announced in the first quarter, it's been great to see momentum accelerating in ANZ across the first quarter of 2026.
We delivered year-on-year revenue growth, AU receivables growth, and also TTV growth. Great performance from the ANZ business.
Great. Thanks, Cynthia. We also received a question about our share price and whether it will get back to levels of AUD 12 per share again, given strategic partnerships in the U.S. such as Google. We cannot control the share price, and we do not make commentary on it. We are very focused, therefore, on what we can control, and that is executing strongly against our strategy to deliver long-term value for shareholders, including doing things like having strategic partnerships in the U.S. and Australia with great partners such as Google and so forth. Kate, let me make just one final check to see whether we have any further questions from our shareholders.
Thank you, Diane. No further questions.
All right. Let me thank you very much for all of your questions. Thank you for your continued support of Zip and for your attendance today, and I now declare the meeting closed at 10:47 A.M. Sydney time. Thank you all.