Good afternoon and welcome to the Green Cross annual shareholders' meeting on the 25th anniversary of the company's listing in 2000. I'm Kim Ellis, the Chair of Green Cross Health. You'll note that we're doing things a little differently this year. The Board elected to hold this meeting online to make it easier for those outside Auckland to participate. The webcast will be in audio only to ensure a smoother transmission. First, let me explain some of the technicalities of today's meeting. As shareholders and proxies, you are able to ask questions and vote on the resolutions. Questions can be submitted at any time during the presentation.
To ask a question, select the speech bubble tab marked "Q&A," type your question into the box at the bottom of your screen, and press "Send." Please note that even though you can submit a question from this point on, I will only address them at the relevant times during the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on the same topic, that they will be amalgamated together. That covers the technical matters. We have the necessary number of shareholders present for a quorum, and I therefore declare the meeting to be open and duly constituted. As the notice of meeting has been circulated to shareholders, I will take it as read.
The minutes of last year's annual meeting were reviewed at the first meeting of Directors of the company following the annual meeting and were confirmed as a true and correct record of the meeting. A copy of the minutes is available upon request. The presentation from this meeting has been announced on the NZ Stock Exchange and will also be posted on the company's website. Along with me on the webcast today are the following Green Cross Health Directors: Caroline Steele, who's Independent Director and Chair of the Audit and Risk Committee; John Bolland, Non-Executive Director and Chair of the Remuneration Committee; Ken Orr, Independent Director and Chair of the Investment Committee; and Craig Brockles, Non-Executive Director. Two Directors have provided their apologies for today's meeting: Andrew Bagnell, Non-Executive Director, and Peter Merton, Non-Executive Director.
We have our management team, Rachel Newfield, Group CEO, and Kalpna Gandha, CFO and Company Secretary, better known as Kalps. Also in attendance today are representatives from our external auditors, KPMG, our solicitors, Harmes Horton Lusk, and our share registrar, Computershare Investor Services Ltd. The annual report containing the financial statements and the auditor's report for the year ended 31 March 2025 have been circulated and made available to shareholders, and I declare that they be received by the meeting. The agenda includes approval being sought for re-election of nearly half the board and for an increase in the directors' fee pool, the first in 10 years. Each director seeking re-election will speak in support, and there will be an opportunity to ask questions before voting on each director.
There are notes in the notice of meeting explaining the rationale for the fee pool increase, which is well below the rate of inflation over that period, with director fees being in the lower quartile of similar-sized companies. The result for the year was a welcome upturn from the trend of the previous two years. Both divisions contributed to the lift in performance, notwithstanding the continued headwinds in pharmacy retail. Those headwinds reflect low levels of consumer confidence as much as competitive pressure. Rachel, in her address, will cover off the initiatives being undertaken across the business. In summary, cash flows are healthy, the balance sheet is strong, and dividends continue to flow. The board is looking forward to the year ahead. Before I pass over to Rachel, I need to advise the following.
Caroline Steele has shared with me for some time her concern at the extent of her governance responsibilities, particularly since her recent appointment to the ANZ Bank board. She finally announced today at our board meeting that she would need to reluctantly resign from Green Cross effective as soon as we can find a suitable replacement. Caroline has served the company very well over eight years, and the board is grateful for her dedication as Chair of the Audit and Risk Committee. We will immediately commence a search for Caroline's replacement. Now, over to Rachel.
Good afternoon, everyone. Let's begin with a review of the group results for the year. On the left-hand side of the slide, you can see that revenue grew 4% year- on- year. Prior year acquisitions and one medical acquisition this year were the largest contributors to the increase, along with growth in dispensary. Although, as Kim mentioned, this was partially offset by a drop in retail revenue. As you can see on the right-hand side of this page, this translated into an improvement in profitability, with operating profit growing NZD 6.9 million year- on- year, up to NZD 38.7 million. Similarly, net profit after tax attributable to shareholders lifted year- on- year to NZD 16 million, or NZD 0.111 per share, as you can see on the left. Dividends paid in the year were NZD 0.045 per share, with the board also declaring a final dividend of NZD 0.0275 per share, which was paid after year-end.
On the next page, we see the gearing ratio. It's come down year- on- year to 11.9%. At balance date, the company had undrawn facilities of NZD 42 million and a positive cash position of NZD 1.8 million. The cash flow for the year, which is shown on the right-hand side of the graph, grew to NZD 52.6 million. While it was a quieter year for acquisitions, as we chose to focus on the existing portfolio, there were two investments, one in each of medical and pharmacy. The program of site refurbishments continued in both medical and pharmacy, along with the ongoing investment in technology, which I'll talk more about soon. Now, let's look at each of the divisions. We'll look at pharmacy, and then we'll look at medical. You can see in the top chart that pharmacy revenue grew 2%.
While retail conditions were challenging, dispensary performance was strong, with same-store script volumes growing 4% year- on- year. In the bottom chart, you can see the growth in pharmacy operating profit of NZD 2.2 million as a result of this revenue growth, supported by cost control measures. We were really pleased to launch our new Care and Advice Health Hubs brand in the year. This will allow us to offer a consistent set of services to customers and capitalize on the increasing demand for health services across the New Zealand population. Our target is to have the health hubs rolled out within 200 of our stores by the end of this year. On the right-hand side of this slide, you can see various service statistics. Again, this demonstrates that the provision of additional pharmacy services is a key growth strategy for the division.
It was also a busy year on the beauty side of the pharmacy business. We launched our Beauty by Life concept store in Newmarket, and this is part of ensuring that we're refreshing our in-store image and our product offer to appeal to a wider range of customers. The offer includes the provision of selected beauty services in store, and further rollouts are planned for the coming year. During the year, the division's been working on enhancing our customer journey across multiple channels. The Living Rewards program, it's fundamental to the offer, with members spending 50% more than non-members in a year. We continue to invest in technology, including improving the Life Pharmacy website in the year, as well as nationwide delivery. A number of stores now offer a click-and-collect option for customers, and we now have 149 stores signed up to provide on-demand delivery for customers across New Zealand.
It's all part of making sure we're accessible to customers across a variety of channels. Looking ahead, the coming year will see us expand our health hubs across New Zealand so our pharmacies can provide increased access to services for all New Zealanders. While the retail market is still challenging, we are constantly hunting for new brands to make sure that we're differentiating our offer versus the competition. The customer experience remains key, including utilizing the strength of our loyalty program of over 2 million members. We're advocating for pharmacists to be able to provide additional services with the ever-increasing demands on the New Zealand healthcare system. Because pharmacies throughout New Zealand are so accessible, it makes sense for government to extend their ability to provide services. A focus on cost control in the coming year, that's a given.
Now, moving to medical, as you can see in the chart, you can see revenue once again lifted this year by 9%. The full-year impact of acquisitions was a large driver in this, and medical operating profit also grew on the back of both the acquisitions and the success of operational improvement initiatives. The division ended the year with 65 medical centers, representing New Zealand's largest enrolled patient base. In this chart, you can see the outcomes from the operational improvement initiatives that I mentioned, with employee costs now at 72% of revenue for the year and EBIT margins lifted to 12.7%. We've commenced rolling out a team-based care model to increase accessibility for our patients, ensuring the person with the best suited skill set is able to look after our patients in a timely manner.
This year, the company invested in substantial upgrades at both BayMed and Kerikeri, adding capacity as well as enhancing the clinical and the patient environment. The rebranding program progressed, with 45 centers now operating under our The Doctors brand. Our digital interactions with patients on The Doctors app grew, with over 120,000 patients now registered on our app and using it regularly. We've also invested further in telehealth as demand for this mode of care continues to grow. Our strategy has been primarily to support the existing patient base, with over 16,000 virtual consults completed in a year. The year ahead, again, it will be a busy one for medical. The rollout of the team-based care model will continue to progress.
We've been advocating for some time for improved funding arrangements, and with the government's recent announcement of applications opening for the new Primary Health Organizations, Green Cross Health has submitted an application to establish its own PHO. We're investing in technology to increase patient access to care and enhance operational efficiency. An ethos of operational improvement is well embedded in the team, and this will continue as well as ongoing management of productivity and costs in the year ahead. To end, here's an overview of the company at year end. We closed the year with 328 pharmacies split across the Unichem and Life Pharmacy brands. The Living Rewards loyalty program has over 2 million members. In medical, the division has 65 centers and 416,500 enrolled patients. In line with the rollout of the team-based care model, you can see our staffing mix is evolving.
As well as 409 nurses and 407 doctors, we're now pleased to say we have 27 nurse practitioners and 39 health improvement practitioners on the team. Thanks everyone, and I'll pass back to Kim.
Thanks, Rachel. Now, Kalps, are there any questions relating to this presentation or to the financial statements?
Yes, I have three questions from shareholders wanting to know why we're doing a virtual meeting this year.
I can't answer that one. We debated this, and you know this is a trial. If it doesn't work out, we'll change it and maybe go to something else next year. We were getting very low turnouts at the meeting in person, and seven, eight, maybe non-staff or non-advisory attendance. Clearly, we weren't getting any interaction with our many shareholders who live both in Auckland and outside of Auckland because they didn't want to make it into town for the meeting. We thought we'd try this, see if we get a greater degree of interest, engagement, questions. I don't know. Let's have a look at it at the end of the day. Kalps, any further questions?
Yes, I have a question from Christopher Stepto, who wants us to comment on the 12-month prescription changes to both our business segments and if there are any regulatory changes that we should be aware of.
That's for you, Rachel.
Okay, yes, the government has made a change that clinicians will be able to issue 12-month prescriptions. This comes into effect in 2026. From our point of view, the clinicians will be able to make a clinical assessment on each patient to determine if a 12-month prescription is right for them to help avoid them having to come back to the GP multiple times if it's clinically safe for the 12-month period. Yes, we're aware of that change, and it will come in next year. In terms of other additional changes at the moment, there is nothing else significant. There are always minor changes in terms of medications and prescribing, but the 12-month prescription is probably the most significant to come into play.
Thanks, Rachel. Kalps?
I have one more from NZSA. This is quite a long question, so bear with me. Over the next 12 months, the company will focus on expanding clinical services through Care and Advice Health Hubs in Unichem and Life Pharmacy locations. In my local Life Pharmacy and Unichem, I can get vaccinations and simple clinical advice involving OTC products. What additional frontline services should our local pharmacies provide, which would benefit community health and employ the health dollar in a more efficient way? What changes in regulation are required to achieve this? I.e., what blocks Green Cross Health from achieving this?
Okay, nice comprehensive question for Rachel.
There's certainly quite a bit to that one. There's probably a couple of parts to that. Let's start first with our Care and Advice Health Hubs and the services that they can provide. Part of that's around consistency across our network, making sure that we're able to provide accessible services across New Zealand, and we've got 11 core services there. That includes things like blood pressure checks, various vaccinations, COVID, flu, and the like, vitamin B12 injections, smoking cessation, UTI treatments, and emergency contraceptive pills. There are plenty of things that actually many consumers don't realize are accessible in pharmacies and can absolutely alleviate some of the pressure on the secondary system and on doctors by utilizing our very well-trained pharmacy professionals. That's the first part in terms of the hub having a variety of services that are accessible now.
In terms of changes in regulation, there's certainly plenty that can be done in pharmacy that we'd be very welcome from the government to allow. For instance, prescribing pharmacists being able to work in a pharmacy. It makes no sense that we can have prescribing pharmacists that actually cannot work in a pharmacy currently; they can only work in a GP clinic. A change like this would cost the government nothing, and it would immediately reduce pressure on GPs, and it would help make clinical services more accessible across our pharmacies throughout New Zealand. On top of that, there are still a number of medicines that are only prescription only. We saw recent changes with pseudoephedrine, which we welcomed in terms of allowing that in pharmacy.
There's certainly a large number of medicines that it would be great to see the government free up to allow our trained professional pharmacists to prescribe safely and make them more accessible to members of the New Zealand public to help reduce strains on the health system. There are plenty of opportunities there that we'd be keen, and we continue to advocate with government for those changes.
Thank you, Rachel. Kalps, how are we going?
Yes, I've got one more from Christopher Stepto, who would like to know what will having your own PHO bring? Is this cost savings?
Go Rachel.
Okay. Yes, just to recap, we have submitted an application for Green Cross Health to establish a PHO, and we're very supportive of that. In terms of the benefits that will bring from a New Zealand health system perspective, we see a lot of duplication currently in the health system in terms of what PHOs provide and what some of the larger primary care providers provide as well. We see that that will reduce duplication. It will also, from a patient point of view, make us more nimble, able to put resources towards the frontline and towards patients. Really good from a patient perspective, this opening up of PHOs, and certainly keen to establish Green Cross Health as a PHO. In terms of financial benefit, we're still working that through.
We do expect some uplift given that there is the duplication between what the PHO does now and with what Green Cross Health does. Our current focus is really on ensuring that we meet all the requirements of Health New Zealand before the end of the year.
Thanks, Rachel. Kalps?
Yes, I have one more. How will the newly announced bulk funding increase affect the operating profit of the medical practices?
Rachel?
Okay. My assumption is that that's referring to the 1 July increases that the government announced around changes for capitation and the like. Yes, that will certainly benefit the Medical division. Let's start with the investment that the government is putting into primary care, which is absolutely welcome. New Zealanders need more timely access to healthcare, and this is absolutely a step in the right direction. There's definitely going to be some additional benefit, with the main aim of this being to help support additional resources so that we can get resources to the frontline to provide more timely services for patients. There will be some benefit. We will be working that through, but the key is around it allowing us to put more resource in to deliver the benefits for patients.
I would also like to point out that we see plenty of opportunity for the government to put similar levels of focus and resource into the pharmacy side of the business because, as I mentioned earlier, there's plenty of opportunity for pharmacy to increase its accessibility for patients and to have so much more scope to provide more services and an increased range. We're actually keen to see more of that from the government and really happy to support that in the New Zealand public.
Thanks, Rachel. Kalps?
No more.
That's it. Right, there's a good round of questions there, so that's encouraging for a virtual meeting. With no further questions, we'll move to the resolutions. The voting today will be conducted by way of a poll on all items of business, and voting is now open. If you are eligible to vote at this meeting, you will be able to cast your vote under the Vote tab. Up until the poll is declared closed, you can change your vote by selecting Change Your Vote. You may vote at any time during the presentation of the resolutions. The voting will close after the fifth resolution. Moving to the resolutions, these were outlined in the notice of meeting, and the list of resolutions can be viewed on the screen. We've received 64 million valid proxies, representing 44% of the total number of shares on issue.
With the exception of Resolution 4, my fellow directors and I will vote all discretionary proxies we have received in favor of the resolutions as set out in the notice of meeting. Under NZX listing rules, all directors and any associated person of that director are unable to vote in favor of Resolution 4. If you appoint any such person as your proxy, that person will only be able to vote on Resolution 4 in accordance with your express instructions as set out in your proxy form. Once each resolution has been presented, any relevant questions will be answered. The first resolution is the reelection of Kim Ellis, and I'll pass on to John Bolland to take us through the first resolution as it involves me. John.
In accordance with the requirements of clause 2.7.1 of the NZX listing rules, Kim Ellis retires by rotation and, being eligible, offers himself for reelection. A brief biography relating to Kim is included in the annual report and the notice of meeting. Before I put the motion to the meeting, I ask Kim to speak in support of his reelection to the board.
Thanks, John, and good afternoon again, everyone. I was appointed to the board in December 2019, so that makes a touch over five and a half years' service to this point, and I've been Chair throughout this period. In the view of the board, the company's share price does not reflect the underlying value of the business. This is largely due to poor market liquidity resulting from the dominance of the register by just three entities. These positions appear unlikely to change in the foreseeable future. The board is therefore actively exploring unlocking value by other means and is working cohesively to this end. Patience is required, but I am confident we are on the right path. I would appreciate your support for my reelection so that I can continue to contribute to this all-important objective. Thank you.
Thank you, Kim. Kalps, are there any questions relating to this resolution?
No.
I now move that Kim Ellis, in accordance with clause 2.2.1 of the listing rules, be reelected as Director of the company. If you haven't already done so, please cast your vote. I now call on Kim to take us through the remaining resolutions.
Thank you, John. Resolution 2, reelection of John Bolland. In accordance with the requirements of clause 2.7.1 of the NZX listing rules, John Bolland retires by rotation and, being eligible, offers himself for reelection. A brief biography relating to John is included in the annual report and the notice of meeting. Before I put the motion to the meeting, I ask John to speak in support of his reelection to the board. John.
Good afternoon again, everyone. My professional background is in finance. I'm a Chartered Accountant with a Bachelor of Commerce from the University of Auckland and Executive Education from Harvard Business School. Over the course of my career, I've had roles in both public practice and commercial finance across New Zealand and internationally. In recent years, my focus has been on transactions, strategy, and investment management. I currently hold a number of governance positions, including roles as an independent investor representative, as well as responsibilities for direct investment and portfolio oversight. At Green Cross , I serve as a Non-Executive Director and contribute through my roles on the Audit and Risk Committee and as Chair of Remuneration. My journey with the business began a little over 15 years ago with the then Life Pharmacy Limited.
Since then, the company has evolved significantly from a boutique pharmacy group into a key player in both pharmacy and general practice. As you know, the healthcare sector has faced considerable challenges in recent years, ranging from increased competition and workforce shortages to funding pressures and evolving models of care. Despite this, Green Cross Health has demonstrated strong resilience and an ongoing commitment to supporting the health and wellbeing of our communities. These challenges have also underscored the critical role that primary care plays within the broader health system. Encouragingly, there is now a growing recognition of the need to further invest in and strengthen the sector across New Zealand. I believe Green Cross Health is well positioned to lead in this space, and I am enthusiastic about opportunities that lie ahead.
I would welcome the chance to continue contributing to the company's strategy, performance, and governance as we navigate the next phase of growth. I respectfully seek your support for my reelection. Thanks, and now hand back to Kim.
Thank you, John. Kalps, are there any questions relating to this resolution?
No.
I now move that John Bolland, in accordance with clause 2.2.1 of the listing rules, be reelected as Director of the company. If you haven't done so already, please cast your vote. Resolution 3, reelection of Craig Brockles. In accordance with the requirements of clause 2.7.1 of the NZX listing rules, Craig Brockles retires by rotation and, being eligible, offers himself for reelection. A brief biography relating to Craig is included in the annual report and the notice of meeting. Before I put the motion to the meeting, I ask Craig to speak in support of his reelection to the board. Craig.
Thanks, Kim. Good afternoon all, and thank you to those who have turned up online today. By way of background on me, I have a Bachelor of Commerce and an LLB from the University of Auckland, and I started my working life at Ernst & Young in the Tax Division. In 2001, I left the profession and have since worked and managed a substantial family office in Auckland. We have expertise in third-party logistics, industrial warehousing, and direct company ownership. We are currently the third largest shareholder in Green Cross Health. I've been a director at Green Cross since 2022. Green Cross has been a complex business with many moving parts. The sale of AXIS in 2023 has simplified the structure and has allowed the management and board to further focus on the two key divisions of the business.
Green Cross , as you've just seen, is in a strong position. It is well respected in the market. It has scale and a willing team, so it will be able to make the most of every opportunity in front of it. I hopefully bring another view on any new ideas and another voice to make the right decisions. I look forward to your support for reelection to the board. Thank you.
Thanks, Craig. Kalps, any questions?
Not on this resolution, no.
Okay. I'll now move that Craig Brockles, in accordance with clause 2.2.1 of the listing rules, be reelected as a director of the company. If you haven't done so already, please cast your vote. Moving to Resolution 4, the directors’ fee pool. In accordance with the requirements of clause 2.11.1, Resolution 4 seeks the approval of the directors’ fee pool to be increased by $100,000 from $500,000 to $600,000, with effect from 1 April 2025. Kalps, are there any questions relating to this resolution?
No.
I now move that the directors’ fee pool be increased by $100,000 from $500,000 to $600,000, effective from 1 April 2025. If you haven't done so already, please cast your vote. The final resolution, Resolution 5, remuneration of the auditor. Our auditor, KPMG, continues in office pursuant to Section 207(t) of the Companies Act 1993. I now move that the board of Green Cross Health be authorized to fix the remuneration of the auditor for the ensuing year. Kalps, are there any questions relating to this resolution?
Not to this resolution, no.
Okay. I now move that the directors be authorized to fix the remuneration of the auditors for the ensuing year. If you haven't done so, please cast your vote now. That concludes our discussion on the items of business. I will now close the voting system, and the polls can be concluded. The results of the poll will be announced to the NZX before the market closes today. Kalps, are there any items of general business or other questions that anyone has raised?
Yes, I have one question from Warren Flahunty, and the question is, what opportunities have been sought by management and the board to further investment in allied health business as asked at last year's AGM?
Could I ask you to respond to that, Rachel?
Sure. Warren, that hasn't been our focus this year. Our focus has been on our core business with the Medical division and the Pharmacy division. Actually, strategically, what we've talked about, we've made a deliberate move away from acquisitions in the last year to focus on improvement of the two underlying businesses. As you can see in the financials, that has delivered improvement.
Thank you, Rachel. Kalps?
I have another question from Christopher Stepto. This is him clarifying his earlier question, which has been reworded. Can you comment on the 12-month prescription financial impact on both your business segments?
Rachel.
Okay, yes, to go through that in a little bit more detail. If I start first with medical, to recap, the first thing is the doctor has to clinically assess the patient to determine if it's safe to issue a 12-month script. This will not be for every patient. It will have to be clinically safe. In those instances, we do anticipate, therefore, there will be a drop in appointments used for repeat prescriptions when someone has a 12-month prescription. That should help free up clinical resource to actually see other patients and help with wait times and availability. That's the medical side. Pharmacy side, though, pharmacy will have fewer initial scripts and more repeats, and there is a difference in funding in terms of payment for those. That will see a slight decrease in terms of the funding.
We're also conscious from a pharmacy perspective, we actually see that there will be more responsibility placed on pharmacists in terms of the clinical management and ensuring that the patient appears to maintain appropriate use during that 12 months, and 12 months makes sense. It's also a good opportunity that the pharmacists will be able to support patients more in terms of keeping an eye on them and monitoring them and checking in on them clinically. Green Cross Health is working with the Pharmacy Guild and other provider reps in the various negotiations and discussions with the government on exactly this point because we're certainly looking for government to recognize this extra effort that will be put by pharmacy, and that remuneration needs to reflect that, and we are continuing to advocate for that.
Kalps?
Yes, I have one final question. With the share price below what the board believes is a true value, has the board considered a share buyback?
I think it would put the buyback in a bucket of things we've talked about, but it is not a preferred option at the moment, and it doesn't resolve, if we did carry out one, the problem that we've got 73% of the shares locked up with three entities and still leaves this massive problem of illiquidity. No, that is not on the table right now. Thank you.
That's all.
Kalps, no further questions?
No.
Thank you, ladies and gentlemen, for your attendance and participation today. We've had a welcome number of questions. This has been encouraging. Thank you so much for attending and participating. The meeting is now closed.