EBOS Group Limited (NZE:EBO)
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Apr 28, 2026, 5:03 PM NZST
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AGM 2023

Oct 24, 2023

Liz Coutts
Chair, EBOS Group

Good afternoon, ladies and gentlemen. My name is Liz Coutts, and I'm the chair of EBOS Group Limited. I am delighted to welcome you to today's annual meeting. Today's meeting is taking place in Auckland, and I extend a warm welcome to all shareholders here today and to those joining the meeting online. For those joining us here at the Park Hyatt in Auckland, EBOS Group will cover car parking costs at the Wynyard Carpark, located at 220 Pakenham Street West. If you are using this car park, please take your car parking ticket to the Park Hyatt concierge desk, who will validate your ticket upon departure. Today's meeting is also being webcast via the Computershare online meetings platform.

This allows shareholders, proxies and guests who could not join us in Auckland to watch a live webcast of the meeting and read the company documents associated with the meeting. Welcome to you all. For those of you attending the meeting virtually, if you have a question to submit during the live meeting, please select the Q&A tab on the right half of your screen at any time. Type your question in the field and press Send. Your question will immediately be submitted. Should you require any assistance, you can type your query and one of the Computershare team will assist with the chat function and reply to your query. Alternatively, you can call Computershare on 0800 650 034. We will also take questions from the floor here in Auckland.

Please note that while you can submit questions online from now on, I 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, amalgamated together. Finally, due to time constraints, we may run out of time to answer all your questions that do not relate to items of business. 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 shortly open the voting for all resolutions. If you are eligible to vote at this meeting and are attending here in Auckland, voting forms have been provided. Alternatively, you can cast your vote using the Vote tab on the Computershare online web meeting platform. Shareholders viewing online can also vote via the platform.

Once the voting has opened, the Computershare meeting platform will allow votes to be submitted. To vote via the platform, simply select your voting direction from the options shown on screen. You can vote for all resolutions at once or by each resolution. Your vote has been cast when the tick appears. To change your vote, simply select Change Your Vote. You have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business. The resolutions will now open in the Vote tab, so please submit your votes at any time. I will give you a warning before I move to close voting. I am advised that a quorum is present. I therefore declare the meeting open. Now to the business of the meeting.

My first duty today is to introduce your directors and executives who are up here on the stage with me. Today, we have all directors, and our CEO and CFO are here in Auckland. Joining me are fellow directors, Sarah Ottrey , Stuart McLauchlan, Peter Williams, and Mark Bloom. Julie Tay, Stuart McGregor, Tracey Batten. Also seated on the stage is our Chief Executive Officer, John Cullity, and Chief Financial Officer, Leonard Hansen. Julie is seeking to be elected as an EBOS director today and will be addressing the meeting later. John will also be providing an outline of the group's activities in the past year. For those in the room, you will have the opportunity to meet the directors and executives at afternoon tea following today's proceedings.

Today's meeting is comprised of three parts: firstly, I will provide shareholders with a brief summary of the highlights from the past year and the strategic positioning of the group. Then, as I mentioned earlier, John Cullity, our CEO, will provide you with further details of the group's financial performance and activity over the last year, and that will be followed by the formal business, and we have three resolutions for shareholder approval. As I mentioned, voting on all resolutions is now open. I have received no apologies, so we record there are no apologies. As the notice of meeting has been circulated to all shareholders, I will take as read the notice convening the meeting. It gives me great pleasure to report on our results for the 2023 financial year.

In the year where we celebrated EBOS centenary, we continued our strong momentum, delivering another record result for the first time, exceeding NZD 12 billion in revenue. As I have done in previous years' presentations, I will again take this opportunity to reinforce that our continued success is underpinned by our adherence to a disciplined strategy of, one, continuing to protect, build, and acquire leading market positions in a range of healthcare and animal care sectors. Two, focusing on generating strong operating cash flows to allow for further investment and improved returns to shareholders. And thirdly, investing for growth, both organically and through complementary business acquisitions. The past year has again seen the tangible results from delivering our strategy as we continue to invest for growth, which includes both acquisitions and the ongoing development and improvement of our industry-leading operational infrastructure.

From the acquisition perspective, we recently acquired Superior Pet Food Company, Superior, which began its journey about 40 years ago as a small business started by three rural Wairarapa lads, as a leading manufacturer and supplier of premium dog rolls based in New Zealand, and is also a supplier of dog treats. Superior's portfolio of branded products, which may be familiar to our pet-owning, New Zealand-based shareholders, are sold through major grocery and rural retailers throughout New Zealand. The acquisition of Superior is complementary to our existing animal care portfolio of products marketed under the Black Hawk and VitaPet brands. As we continue to build our leading positions in animal care, in October 2022, we officially opened our new pet food manufacturing facility in Parkes, New South Wales.

The facility represents a very important part of our strategy to invest and grow our business, expand our customer base, and provide critical employment opportunities across Australia. I am pleased to report that since that time, the facility is now operating 24 hours a day, 5 days a week, and we have recently launched several new Black Hawk products manufactured at this facility, which John will expand upon in his presentation. We also continue to invest in operational infrastructure to support our growth. We have invested in 2 new contract logistics distribution centers in Auckland and Sydney, a new pharmaceutical wholesale distribution center in Auckland, due for completion in 2024, and a new medical consumables distribution center in Auckland for institutional healthcare division, with completion expected in 2025.

In our strategy, we refer to protecting market-leading positions, and over more recent years, we have focused on minimizing the impact of any risks, foreseeable or unforeseeable, on our business, by diversification across the Group. In early June 2023, EBOS was informed by Chemist Warehouse that it intends to pursue alternative wholesale supply arrangements for its Australian stores, and as a result, this contract will not be renewed beyond its expiry date of thirtieth of June 2024. As can be seen here, in FY 2019, 50% of the Group's gross operating revenue was derived from outside community pharmacy, with this percentage increasing to 60% in FY 2023. It is important to note that we always recognize that the contract renewal was a risk, and we are confident in our alternative growth strategies that John will cover off in more detail.

We value our people by supporting them to lead healthy, balanced lives. Investment in learning and development provides employees with opportunities for advancement while ensuring our business attracts and develops the skills and capabilities we need to deliver for our stakeholders. We recognize and reward performance in a fair and equitable way to encourage all members of our team to strive for excellence in everything we do. Also, in an effort to equip our leaders to serve as role models for the principles outlined in our diversity and inclusion policy, we enhanced our online integrity training in FY 2023. We recognized events including International Women's Day and R U OK ? mental health awareness, and our Be Well From Anywhere program, offered staff a range of activities to improve their well-being and keep them connected. We welcome our employees to become shareholders in EBOS through the EBOS employee share plan.

The most recent employee share plan invitation in March 2023 was accepted by almost 60% of eligible employees. Workplace safety remains a key priority for EBOS under the guidance of our Group Safety Committee, led by John. The committee concentrates on driving consistent safety standards, fostering knowledge exchange across business units, and promoting stronger safety awareness throughout the organization. In FY 2023, we improved our safety metrics with a 5% reduction in recordable injuries, underlying our dedication to continued safety and well-being for all our employees. In FY 2023, we achieved net zero on Scope 1 Emissions in New Zealand and Australia. We achieved this by investing in operational improvements and procuring offsets. This included purchasing Australian carbon credit units generated from the Darling River Eco Corridor Project, which helped to offset the emissions and combat climate change.

The next milestone in our journey is carbon neutrality, as become carbon neutral for Scope 1 and 2 emissions in New Zealand and Australia during FY 2027. In our pet food manufacturing facility, we've completed the first phase of our solar array project with the installation of 500 kW, a roof-mounted array. When fully complete, the entire 18.8 MW solar array is forecast to meet all of the group's Australian electricity requirements by FY 2027. From FY 2024, EBOS is required to make certain climate-related disclosures. The standards for these compulsory disclosures were published by the New Zealand External Reporting Board in December 2022. We are well underway in our preparations, and we are well-placed to respond to the New Zealand government's mandatory climate-related reporting requirements.

We are also progressing well with our ethical sourcing strategy, which aims to engage suppliers that are aligned with EBOS corporate values. This initiative is supported by a supplier code of conduct that outlines our expectations from suppliers in complying with laws and ethical behavior. Consistent with EBOS' board renewal process, independent directors, Sarah Ottrey and Stuart McGregor, will retire as directors with effect from the end of today's meeting. The retirements are part of a carefully considered succession process that has included the appointment of two new independent directors in the last 12 months. We will be acknowledging their service later in today's proceedings. In September 2022, Mark Bloom was appointed to our board, bringing 35 years of commercial and financial experience with listed companies in Australia and globally to EBOS.

In May 2023, Julie Tay joined EBOS board with over 30 years' experience in international executive and non-executive roles across consumer healthcare, medical devices, and digital healthcare. You will hear from Julie shortly as she seeks election for shareholders. Following Julie's appointment, the board now consists of 50/50 female and male representation, including myself as chair. This ratio will be maintained following the resignations of Sarah and Stuart. Across the EBOS executive leadership team, the female representation is currently 27%. Across the wider organization, excluding Southeast Asia, females in management make up 40%. The directors declared a final dividend of NZD 0.57 per share. In combination with the interim dividend, this brings total dividends declared for FY 2023 to NZD 1.10 per share, which is an increase of 14.6% on the previous year.

We live in a dynamic macroeconomic and political environment, particularly so following the recent events in the Middle East. The defensive and diversified nature of our portfolio of businesses has provided us stability, and the demand for our products and services continues to demonstrate resilience to economic conditions. We will continue to follow our strategy as we strive to provide superior returns for shareholders. The success we have achieved as a business across the 2023 financial year is thanks to the combined efforts of more than 5,000 employees across New Zealand, Australia, and Southeast Asia. We acknowledge their commitment to each other and our businesses and to the communities they serve. To John and his executive team, thank you for your continued dedication and discipline in continuing to drive our company forward.

To all of our shareholders, thank you for your ongoing support and trust in the board, executive, and employees of EBOS. I will now hand over to John for a more in-depth review of the operational performance of the business. Thank you.

John Cullity
CEO, EBOS Group

Kia ora, and thank you, Liz. I'm pleased to report on the performance of our company for the 2023 financial year. As we review the outstanding results of the group, I'd like to reiterate the chair's sentiments in acknowledging the exceptional contribution made by all our employees over the last twelve months. Before commencing, however, on a more detailed review of the year, I'd like to present our highlights video that provides a visual overview of EBOS's key activities over the last 12 months. I trust you agree with me in that video is very nice in showing just the breadth of our and your company's operations, and also the great work that we do in the community across Australia and New Zealand.

I'd also encourage all our shareholders, when you have time, to read more about our activities in both our FY 2023 annual report and sustainability reports. In a year where EBOS's focus was on consolidating our most recent strategic acquisitions, we were pleased to report another record result for the 2023 financial year, reflecting the strength of our defensive mix of businesses. Our excellent performance was again driven by by both growth in healthcare and animal care, including strong performances from our community pharmacy, institutional healthcare, contract logistics, and animal care divisions.

The key highlights included, double-digit earnings growth, substantial contributions from prior year acquisitions, particularly the NZD 1.2 billion acquisition of LifeHealthcare, delivering return on capital employed in line with our target of 15%, and maintaining a strong balance sheet to support our growth initiatives, as evidenced by the most recent acquisition of Superior Pet Food Company. The key financial headlines of our full year results were, revenue increased by 14% to over NZD 12 billion, underlying EBITDA of NZD 582 million was up by 33.2%. Underlying net profit after tax of NZD 282 million represented 23% growth on the prior year.

Healthcare's underlying EBITDA was up by just under 33%, including the benefit of acquisitions completed in the prior year, and Animal Care's EBITDA was up by 24%, reflecting strong organic growth and the benefits from our investment in the new pet food manufacturing facility. FY 2023 continued our long-term track record of delivering strong and consistent performance for the benefit of all our shareholders. We have been able to generate over 11% compound annual growth in underlying earnings per share and dividends per share over the last 10 years, while maintaining strong returns on capital and a strong balance sheet. The performances from both our healthcare and animal care segments underlines the benefits of our diversified portfolio of leading businesses and our growth-focused investment strategy. The key business highlights were, our community pharmacy division benefited from customer growth and maintaining share leadership.

TerryWhite Chemmart expanded its national network by another 40 stores and now has over 550 stores nationwide. Our institutional healthcare division continued to perform strongly, driven by the acquisitions undertaken in the prior year, particularly in our med tech and med consumables businesses, as well as organic growth from our Symbion Hospitals business. Our animal care segment continued its growth with key brands, Black Hawk and VitaPet, and our vet wholesaling business, Lyppard, delivering strong performances. In addition, our new pet food manufacturing facility delivered improved product supply and margins. We continue to look for value accretive acquisitions, whether they be in healthcare or animal care, and we look forward to a positive contribution in future years from our most recent acquisition, being the Superior Pet Food Company.

We have also continued to invest in our wholesale and logistics facilities to support our ongoing growth, and as Liz outlined earlier, the major projects that we have underway and near completion. As noted earlier, our healthcare segment growth was driven by our leading positions and contributions from our community pharmacy, TerryWhite Chemmart, Institutional Healthcare, and Contract Logistics divisions. Each of our divisions in the healthcare segment recorded strong growth, with Institutional Healthcare benefiting significantly from the performance of our LifeHealthcare business. The integration of LifeHealthcare into the group's enlarged MedTech business is now well progressed. LifeHealthcare's performance for FY 2023, its first full year under EBOS's ownership, was in line with our expectations, with both the ANZ and Southeast Asia businesses achieving solid growth.

Despite the current inflationary environment we operate in, our healthcare segment, excluding LifeHealthcare, was able to maintain its EBITDA margin. After inclusion of the LifeHealthcare business, which was the acquisition that we undertook, our EBITDA margin actually improved by 61 basis points. Our wholesale businesses across both New Zealand and Australia operate in very fluid and regulated environments. The Australian Government has recently implemented a policy allowing pharmacists to now dispense two months' supply of PBS medicines, compared to the previous policy of one month's supply. This policy now applies to approximately 300 PBS medicines and is being implemented over three stages over a 12-month period, with the first stage actually commencing on the first of September, 2023. On its own, this change in policy has a negative impact on our gross margin.

However, to offset the impact, the Australian Government has advised that it will increase the Community Service Obligation funding pool available to wholesalers like our Symbion business and introduce other initiatives in support of community pharmacies. We will continue to work productively with all stakeholders as we work through the implications of these recent changes. Our TerryWhite Chemmart franchise continued its robust growth, delivering more than AUD 2 billion in network sales, and with the continued expansion of pharmacies across the network, this further strengthens TWC's position as Australia's largest health advice-oriented community pharmacy network. TWC's performance was driven by our continued investment in media, our TWC catalog, our promotional program, and our industry-leading vaccination and pharmacist education programs.

Our Animal Care's key brands and businesses, Black Hawk, VitaPet, and Lyppard, performed strongly, with Black Hawk and VitaPet continuing to maintain their strong positions in their respective market segments. The growth in Animates, our New Zealand pet care retail joint venture, also contributed to the segment's performance. Consistent with our animal care growth strategy and a key benefit of having direct control of the manufacturing process at our new Parkes facility, several new product development and launches are planned for FY 2024. One initiative that has recently been launched is the Black Hawk Healthy Benefits range. And for those in the room outside, as you'll be able to see samples of that range at the conclusion of this meeting. These specially formulated diets are focused on supporting the health of dogs with specific needs such as weight management, dental, and joints and muscles.

Manufacturing of the new range commenced at Parkes in July 2023, and the new products are now available in leading pet specialty retailers and vet clinics. As Liz referenced earlier, the Australian Chemist Warehouse contract will not be renewed beyond its expiry date of 30 June 2024. EBOS generated approximately AUD 2 billion in revenue from sales to Chemist Warehouse Australian stores in FY 2023. Group earnings have grown strongly across all our divisions, excluding this contract. From FY 2020- FY 2023, group underlying EBITDA, excluding the contract, grew at a CAGR of approximately 20%, with around half of this growth being attributable to organic growth and around half attributable to acquisitions. That growth is equivalent to the group's actual underlying EBITDA CAGR, including the contract over the same period.

All our divisions have contributed to this growth, reflecting our well-established and diverse strategies, which we believe positions us well for the future. EBOS's Community Pharmacy division remains a leading pharmacy wholesaler across Australia and New Zealand, and is the franchisor for the TerryWhite Chemmart, one of Australia's largest community pharmacy networks. Our Community Pharmacy division, excluding the Australian Chemist Warehouse contract, services more than 4,000 pharmacy customers and has approximately a 30% market share. That's in Australia, and we have greater than 50% share in New Zealand. It generated over NZD 5 billion of revenue in FY 2023. The division has a well-established organic growth strategy, which includes expanding pharmacy wholesale services to both branded and independent pharmacy customers and growing the TWC network.

As can be seen here, we have multiple organic and inorganic growth drivers that are well established across our divisions, and we believe positions us very well for the future. EBOS has a clear strategy to replace the Chemist Warehouse earnings through four key areas. Firstly, growth in the base business through the strategies that I outlined on the previous page. Second, we see new revenue opportunities in community pharmacy that are now available due to the changed market landscape. Thirdly, we have already commenced a review of our costs across the group and identified a range of efficiency measures which we will embark upon. And finally, we will continue to explore additional merger and acquisition opportunities across both our healthcare and animal care sectors.

Further to the Chair's comments earlier regarding EBOS's ESG program, we continued throughout the year with a range of activities, sponsorships, and partnerships focused on our employees, the environment, and community. EBOS has again built strong connections with communities in New Zealand and Australia through partnerships with organizations aligned with our purpose of advancing opportunities to enrich lives. Our company and employees, through our ECHO program, which stands for Environment, Community, and Helping Others, supported organizations including Ovarian Cancer Australia, BackTrack, LandSAR, FightMND , Cerebral Palsy Alliance, and Street, as well as donating sanitary, personal care, and first aid products to victims of the Turkey and Syrian earthquake. Our group's match funding program also continued throughout the year, with EBOS matching the donations and funds raised by employees for many charity-based events and activities.

We are proud to continue to commit to EBOS's Reconciliation Action Plan in Australia, and to improve the cultural awareness in both Australia and New Zealand. One recent initiative has seen our Symbion business partnering with the Pharmacy Guild of Australia to deliver a scholarship initiative for Aboriginal and Torres Strait Islander pharmacy students. In addition, following the weather events in New Zealand in early 2023, our teams ensured that supply channels for important medicines remained open to continue to service the local communities. Our Onelink Healthcare Logistics and Pro Pharma businesses here in New Zealand joined forces with the government's health organizations and the New Zealand Defence Forces to supply emergency oncology and pharmaceutical inventory to impacted regions.

This is another example of the critical importance our healthcare businesses are to the supply of medicines and related products across both New Zealand and Australia, and underlines the commitment of our teams of people in times of crisis. As I mentioned at the start of my presentation, further details on our ESG program are contained in our 2023 sustainability report, which is available online. In closing, I would like to share some brief comments on our year-to-date current year-to-date trading performance. In the first three months of financial year 2024, we have recorded high single-digit underlying earnings growth compared to the prior corresponding period. During this period, the group recorded revenue growth of 5.9%, EBITDA growth of just under 8%, EBIT growth of 7.4%, and net profit after tax growth of 7%.

Year-to-date, EBITDA and EBIT growth is higher, at approximately 9%-10% when normalized to exclude both the earnings from the Chemist Warehouse Australia contract and wholesaling of COVID-19 antiviral medicines. While the macroeconomic environment continues to be uncertain, our earnings have shown resilience, reflecting the defensive and diverse nature of our group. Finally, I'd like to sincerely thank all of my executive team and all our employees who have shown incredible dedication, strength, and resilience in managing all that has been put before them during these challenging economic times. I'd also like to thank our chair, Liz, and all the directors for their guidance and support during the last 12 months. Thank you everyone here, for your attention and your ongoing support as shareholders. I'll now let hand back to Liz to continue with the formal process of the meeting. Thank you.

Liz Coutts
Chair, EBOS Group

Thank you, John. We will now proceed with the formal business of the meeting. The first item of business is to consider and receive the annual report. The annual report contains the financial statements, directors' report, and the auditors' report for the year ended 30th of June, 2023. A formal resolution is not required. We will then move on to other matters to put to a vote. We have three ordinary resolutions to deal with today. Resolution one is the election of Julie Tay as a director. Julie was appointed as a director with effect from 15th of May, 2023, and is now required to be put forward for election by shareholders at the annual meeting.

Resolution 2 is a resolution to increase the total remuneration fee pool for non-executive directors by NZD 78,250 from NZD 1,565,000 per annum to NZD 1,643,250 per annum, with effect from July 1, 2023. Resolution three is a resolution that the directors of the company be authorized to fix the fees and expenses of Deloitte as auditor of the company. As required under the NZX listing rules, voting will be conducted by poll in respect of each resolution. Shareholders will have an opportunity to ask questions as each resolution is proposed.

If you wish to ask a question or make a comment online, I ask that you follow the directions previously advised via the Q&A tab on the Computershare site, which you are currently viewing. Your question will come through immediately, but I may ask your patience as the questions are sent through. Those attending here in Auckland can either use the app or raise your hand, and a member of the team will hand you a microphone. I remind you that only shareholders and valid proxy holders are permitted to vote and ask questions. The directors hold proxies representing 120,337,103 shares. In respect of resolutions one and three, where a director holds an undirected or discretionary proxy, they intend to vote those proxies in favor of the resolutions.

In respect of resolution two, a director will only vote those proxies in accordance with the shareholder's express instructions. The annual report and financial statements were subject to audit by Deloitte, who gave an unqualified audit opinion. The annual report and financial statements are required to be audited and lodged prior to the annual meeting, and therefore there is no formal resolution required to be put to the meeting. I will, however, take questions on the annual report and financial statements and any other aspects of the business that you may want to discuss. The auditors, Deloitte, are represented today by Mike Hawken, the signing audit partner. Are there any questions on the annual report, please? No, I have none in the room. Janelle? No, questions. Okay, thank you. I will now move to. As Julie was appointed a director by the board since the last annual meeting, Julie is required to be put forward for election by shareholders at the annual meeting. The resolution is, it is resolved that Julie Tay be elected as a director of the company. I now invite Julie to address the meeting.

Julie Tay
Independent Non-Executive Board Member, EBOS Group

Thank you, Liz. Hello, everyone, and good afternoon. I'm Julie Tay, a Singaporean residing in Singapore. I want to thank Liz and the EBOS board for their nomination to stand for election today. Thank you for being here with us today and giving me the opportunity to introduce myself. My career spans more than 30 years in consumer healthcare, medical device, and digital health across the Asia Pacific region, in both B2B and B2C channels. My last executive role was as Senior Vice President and Managing Director, and also a member of the Global Executive Management Committee with Align Technology. Align is better known for their product, Invisalign.

I started the Asia Pacific business for Align, and under my team's effort and my leadership, we delivered record growth for the whole region, grew China to become number 2 globally, and achieved leading market share across every single market in Asia Pacific. Prior to Align, I held regional executive roles with Bayer Healthcare, leading and turning around their diabetes management business. I also worked for JohnsonDiversey , a sister company of SC Johnson, built up their marketing function, and launched their healthcare segment. I was also with Johnson & Johnson Medical for more than 15 years, managing different franchises across the region. Currently, I serve as a non-executive independent board member of Sonova. Sonova is a global leader in innovative hearing care solutions, from personal audio devices to wireless communication systems to audiological care.

I serve as a member of the Nomination and Remuneration Committee, and Sonova is publicly listed in Switzerland. I'm passionate about diversity and inclusion, especially on women and Asian leadership. I've spoken on various forums on topics including growth mindset and success in emerging markets. Currently, I spend a significant amount of time as a pro bono mentor with Asia Mentor Circle and executive advisor to Signature Program. In addition to helping companies develop their leadership talent, I'm also a member of Young Presidents' Organization, better known as YPO globally. I hold an MBA from Curtin University and a BA from the National University of Singapore, and an alumna of INSEAD. EBOS is well-positioned to seize the many opportunities in the region. I bring both breadth and depth of knowledge of the Asia Pacific region, and I believe I can contribute to EBOS's growth and future success. It is a privilege and honor to be given the opportunity to serve EBOS as an independent, non-executive board member. Thank you.

Liz Coutts
Chair, EBOS Group

Thank you, Julie. Are there any questions from the floor on this resolution? No. Are there any questions online on this resolution? No. Okay, thank you. I now move the adoption of Resolution One. I'll give you a few minutes just to vote. I now move to Resolution Two, relating to non-executive directors' remuneration. The resolution is: It is resolved that pursuant to NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17, the total remuneration for non-executive directors be increased by NZD 78,250 from NZD 1,565,000 per annum to NZD 1,643,250 per annum, with effect from July 1, 2023. Are there any questions from the floor on this resolution? Yes, if you could... We'll wait for a microphone to come to you.

Pam Nash
Shareholder, Private Investor

I'm Pam Nash, shareholder.

Liz Coutts
Chair, EBOS Group

Thank you.

Pam Nash
Shareholder, Private Investor

I'd like to commend the directors for choosing to abstain from this particular vote, because I attended a meeting last month, and we were asked to vote for the same issue, to find that the shareholders, the directors themselves, had voted against the issue, and I commend you for your approach.

Liz Coutts
Chair, EBOS Group

Okay. Thank you. Are there any questions online on this resolution, Janelle? No. Okay. I now move the adoption of Resolution Two. The third resolution: Deloitte is the current auditor of the company and is automatically reappointed in accordance with the Companies Act. It is proposed that the directors be authorized to fix the fees and expenses of the auditor. However, I should first advise that the board undertook, in August 2023, a competitive tender for the provision of group external audit services for the financial years ending thirtieth of June, 2024- 2026. After conducting this tender, which invited proposals from all four major accounting firms, the board determined that Deloitte should be retained as the group's external auditor.

I now move to the resolution, which is: It is resolved that the directors of the company be authorized to fix the fees and expenses of Deloitte as auditor of the company. Are there any questions from the floor on this resolution? A question over here. Then, John will bring you a microphone. Thank you.

Speaker 8

I think I must have missed the opportunity. I wanted to ask a question of the auditor, not in regard to this specific resolution, but a question to the auditor.

Liz Coutts
Chair, EBOS Group

I'm sure Mike would be very happy to answer. He's right here in the front row. Would you like? We'll give you a microphone. Thanks, Bronwen.

Speaker 8

I'm gonna warn you in advance, Mike. I've got permission to ask this question from the CEO and the CFO. Okay? So I'm not willing to be fobbed off on this. You are the company's auditor, and last year and this year, you flagged in the annual report a key audit matter in regard to the LifeHealthcare acquisition and the accounting that went with that. You audited that again this year, raised it as a key audit matter, and noted the subjectivity and complexity of a lot of the questions that you put to management in regard to this acquisition. You indicated that management, EBOS management, had also engaged a external expert to evaluate the LifeHealthcare acquisition, in addition to all the due diligence that they made at the time of the acquisition.

You also indicated that you yourself had engaged your own internal evaluation, your own internal expert, to go over this information as well. So you asked a lot of very interesting questions of the EBOS management, but as is the auditor's custom, you didn't express a separate opinion. So I'm now inviting you to do just that. Tell me what you think of that LifeHealthcare acquisition, and take as long as you like.

Mike Hawken
Partner, Deloitte

Thanks.

Liz Coutts
Chair, EBOS Group

Thank you.

Mike Hawken
Partner, Deloitte

I think I understand the question. Look, I guess our responsibility is to form an opinion on the financial statements as a whole. When we look at that acquisition, we do look at that in the context of the financial statements. As you've alluded to yourself, it's a comprehensive process that both management and ourselves go through in concluding that. We were satisfied with the outcome of that exercise.

Liz Coutts
Chair, EBOS Group

Is there anything you'd like to add, John or Leonard?

John Cullity
CEO, EBOS Group

No, I think that answers the question.

Liz Coutts
Chair, EBOS Group

Yeah. Okay, thank you. Thank you for asking.

Speaker 8

Okay, thank you. And I'll just so conclude by my congratulations to EBOS and everybody involved. This has just been another fantastic result this year.

Liz Coutts
Chair, EBOS Group

Okay, thank you very much. Much appreciated.

John Cullity
CEO, EBOS Group

The only thing I would say, Liz, is as we called out in our material that we presented at the, conclusion of the FY 2023 year, and to get today in my speech, that that business, we realize it was a significant acquisition for the group, but that business continues to perform in line with our business case for that acquisition.

Liz Coutts
Chair, EBOS Group

Yeah, we're very happy with the acquisition. Thank you. Are there any questions online on this resolution, Janelle?

Janelle Cain
General Counsel, EBOS Group

No.

Liz Coutts
Chair, EBOS Group

Oh, Bruce.

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

Thank you. I'm Bruce Parkes. I'm a shareholder and proxyholder for the Australian and New Zealand Shareholders Associations. You've only retained Deloitte for a further three years. Why the short timeframe?

Liz Coutts
Chair, EBOS Group

Well, we think it's probably a long timeframe, but we review their performance every year, but we have entered into an agreement for a three-year period, and we think that's just the appropriate time. I think any longer than that, we'd want a formal review after three years.

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

Thank you.

Liz Coutts
Chair, EBOS Group

Okay, thank you. Thank you for asking. I now move the adoption of resolution three. Thank you. Now, before we move on to the voting, does anyone have any other business or any other questions they'd like to raise? No. Okay, I'll now move on to the conduct of the poll. As advised earlier, today's vote is conducted both online by a Computershare meeting platform and by voting cards. As we near the conclusion of today's meeting, I would like to formally acknowledge and farewell two stewards of the EBOS board who will formally be resigning as directors at the close of today's meeting. Sarah Ottrey was appointed to the EBOS Group Limited board in September 2006, and most recently has been a member of the Audit and Risk Committee.

Sarah joined the EBOS board when the revenue, however, at that time, was around NZD 300 million, which seems incredible when placed against today's revenue of over NZD 12 billion. Sarah has made an enormous contribution to EBOS board over the last 17 years, particularly in the area of marketing and sales, in which Sarah is recognized as one of New Zealand's most respected advisors. I just want to add, and this isn't in the speeches, that I took this photo back in May 2021, and Sarah probably hadn't seen this photo before. Sarah, Sarah and Stuart and I, we were... John told us that we should make ourselves useful while we were in Sydney, because we'd got locked down there through COVID. We flew out to Parkes and, of course, visited the pet food manufacturing facility that was being constructed.

So we had a great day. And, so Sarah, well, she's an expert in sales and marketing. She just takes such an interest in everything we do, whether it be manufacturing, everything. So Sarah will be sadly missed. So Sarah, yes, I was photographing that day. So there you go. Stuart McGregor. Stuart was appointed to the EBOS board in July 2013. EBOS gained the enormous experience of Stuart when we acquired Symbion, which was the start of the significant growth trajectory for EBOS. Stuart was chairman of Symbion between 2009 and 2013. Stuart's diverse senior corporate background, combined with his experience in the public sector in both federal and state government, has been of great value to our board.

I should also say that with the departure of Stuart, we will also lose our close connection to royalty, with Stuart's relationship with King Charles extending back to 1966, when Stuart and the King were roommates at Geelong Grammar. So you didn't know that, but we have been very honored to have Stuart with us. So from a personal perspective, may I thank Sarah and Stuart for your enormous support to me as chair in recent years, and may I wish you all the best for your future endeavors. I just have to say, you will be. It is a sad day for it to, for two direct long-serving directors to retire. Very sad, probably for me, and I doubt, I hope for them as well.

But it's a very sad day for us all, and you will be greatly missed. And I'm sure John and I, when we talk about business issues, we'll be saying: "Well, we know Sarah would say this," and, "I think Stuart would say that." So you will be in our minds, and your voices will be in our ears. So we wish you well. And again, please join me in extending a vote of thanks to Sarah and Stuart. So ladies and gentlemen, that concludes the discussion on the items of business. In a minute, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalize those votes. Voting is now closed. The voting papers in the room will now be collected. That is underway.

Please ensure that you have signed your voting paper. After the votes have been counted and confirmed, the results of the poll will be released to the NZX and ASX and will be displayed on the company's website. I now declare the meeting closed. Thank. Sorry?

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

General business.

Liz Coutts
Chair, EBOS Group

Oh, well, yes. We've got another item. Yeah, thank you. Bruce.

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

Thank you. Last year, we were told at great length about the opportunities in Asia. This year, as I mentioned, what's happening in Asia at the moment?

Liz Coutts
Chair, EBOS Group

A lot. John, Southeast Asia.

John Cullity
CEO, EBOS Group

Well, we completed the acquisition of LifeHealthcare, as you know, which included a business that's headquartered in Singapore called Transmedic. That was a significant piece of the LifeHealthcare acquisition. So in FY 2023, we've had 12 months earnings from the Transmedic business, which has performed very well. We continue to look for opportunities, investment opportunities in the region. We'd like to think that probably by in the next 12 months or so, we've been able to complete some of those opportunities. They're more small and medium-sized opportunities, nothing of the scale of Transmedic, but it's a region that we continue to look to invest in, and I think you can expect to see us investing in that in the years to come.

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

Thank you. A second question. Your growth is through acquisitions, in part. How do you bring the culture of EBOS to the firms you acquire?

John Cullity
CEO, EBOS Group

Well, our growth is through two main sources, really. It's organic growth and also through acquisitions. So I would highlight that in FY 2023, our organic growth contributed approximately 20%, 10% to the overall earnings growth of the group. So it is twofold. When we talk about the EBOS culture with our acquisitions, and we have been very successful in undertaking that acquisition activity for a number of years now, I think there's a couple of key elements in my mind that we utilize. One is that we always tend to focus on buying good, solid, growing businesses that have stable management teams, right? So we don't look to buy businesses that we have to replace the management in those businesses.

We like to work with the existing management and work with them, and provide the capital and all the other skills and expertise that the group can provide, to further grow those businesses. Secondly, we're very reluctant to make any changes in new acquisitions, right? We're not in a hurry, in terms of the performance of those businesses we acquire. We take a very long view, and patient approach. We focus on businesses that we think will continue to give us revenue growth, over the mainstream. And so we focus very much on keeping those businesses that we acquire very stable for at least the first 12, 18 months, right? And then we will slowly introduce changes to those businesses, and mainly around the support functions.

When I say changes, it's mainly around areas like whether it's HR, human resources, finance, IT, legal, and we'll supplement the resources of the local management team there. So we have an approach where we always like to work with the management team that is in existence in the business and keep them, and work with them to grow their business and, by default, the overall group's business as well. And I think it's that sort of approach that's held us in very good stead now for a number of years.

Bruce Parkes
Shareholder and Proxyholder, New Zealand Shareholders Associations

Thank you.

Liz Coutts
Chair, EBOS Group

Thank you, Bruce. I think there's no other questions. I can't see any. So I now declare the meeting closed. Thank you for your attendance, and I invite those here in Auckland to join us for afternoon tea. So thank you very much for attending today.

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