Rakon Limited (NZE:RAK)
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Apr 29, 2026, 10:39 AM NZST
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AGM 2023

Aug 15, 2023

Maureen Shaddick
General Counsel and Company Secretary, Rakon

I'm Maureen Shaddick, Company Secretary for Rakon. Before we begin, just a few points of housekeeping. Firstly, the bathrooms, as you may have discovered already, are behind the escalators, gent and ladies, on the side. Also, in the event of a long alarm, please exit through the lighted exit signs. The door you came through and across over here are the main ones. In the event of any other health and safety concern, please raise the attention of one of the staff helping here today. Please also make sure your phones are switched to silent. As you know, this is a hybrid meeting, with attendees joining in person and virtually through the Computershare online meetings platform, MeetingNow.

The meeting will be recorded for transcription purposes, and we ask that anyone recording the meeting online does so for note-taking purposes only and not for publication.

Lorraine Witten
Chair and Independent Director, Rakon

We enable the lightning speeds of 5G telecommunications networks and precision positioning for autonomous vehicles and synchronization for cloud computing and much more. What makes our products unique is they continue to work in extreme heat or cold, under extreme pressure, with critical accuracy and stability of performance in those environments. So crucial that not only NASA used our products on their Perseverance robot on Mars, but this year, in April, also, the European Space Agency launched their mission to study the moons of Jupiter with Rakon product on board, providing precise references for several of the scientific instruments on board. You can't get better reference sites than those.

I'm very pleased to be leading us through the highlights of the company performance for 2023 financial year. I'll then pass to Sinan Altug, our Chief Executive, who will go through in more detail how we are navigating through the current macroeconomic environment and positioning ourselves to execute on the significant opportunities that are before the company. Following that, we'll have time for questions and resolutions. Our business is in a phase of development and growth, and FY2023 was the first year of our three-year business plan. In our shareholders' meeting last year, we laid out in detail the three-year plan and our investment strategy for expanding and improving the Rakon business. We'll review the significant progress we made, delivering and executing against the plan, the investments we've made to grow shareholder value, and update you on the market fundamentals and outlook.

Firstly, let's move to the business highlights for the last financial year. FY2023 was another very good year for Rakon, with an EBITDA result within the guidance we upgraded in March. We delivered on our plan, including our strategy for top-line growth, to be above 15% and achieved 16% revenue growth in our core business. Pleasingly, this growth was achieved in each of our three business units, a result that shows Rakon's competitive advantage and ability to execute and deliver results while navigating challenging market conditions. Consistently achieving at least 15% revenue growth in our core business year-over-year is a goal of our business plan. Strong gross margins are a key driver of good performance and an important indicator of the health of our business.

In a year when the cost of materials and wages were increasing with global infra inflation, we managed to successfully maintain stable gross margins. The investment in the India manufacturing facility is part of our focus on profitable growth and delivering strong gross margin into the future. It's a very important foundational investment to provide capacity for our future growth and cost control for margin management. I'm very pleased to be confirming that the India factory is built, is paid for, and is operational. Standing here last year, we were facing the risks of building in a foreign country, with building material costs going up every week, labor shortages, and the prospect of moving our production while keeping deliveries and customers happy.

The completion of the project on time and on budget, while keeping our customers happy, is a reflection of our talented management team here and in India. I acknowledge their expertise and commitment to completing this project. They are rightly proud of what has been achieved. Sinan will play us a video during this presentation that walks us around the facility, so you get an insight into the strategic investment we've made. You may have read the ongoing media about the global semiconductor industry and the withdrawal by U.S manufacturing from China. In the Aerospace Park in Bengaluru, where we built, we're seeing a significant number of new facilities underway, some transferring from China. We're clearly ahead of the curve with our decision to invest in India.

A significant financial milestone for the company was we declared our first fully imputed dividend of 1.5 cents per share, which you should have received by now. We continue to take a prudent approach to debt and capital management. During the year, we paid back NZD 10.7 million of debt, which was borrowing taken out to cover the costs associated with building the India facility. We've also established an undrawn down debt facility with our ASB Bank. As I mentioned, last year was the first year of our three-year business plan. We completed all FY2023 milestones. The growth plan outlines our investment approach to position Rakon for continued future growth. To sum up, FY2023 was another strong year for Rakon, with good progress made on our business plan as well.

Looking now at 2024 and beyond, there's no doubt that we have a challenging year ahead of us. We are navigating through some short-term uncertainty, especially with respect to the telecommunications customers. This will require Rakon to cut our cloth accordingly, adjust operations, and reduce costs to align with financial performance. With an eye to the future, it is critical we prudently protect the path also towards long-term growth. We're now in the second year of our business plan, and we'll maintain the investments required for that plan, even though we are cutting expenses elsewhere. Last year, we laid out the growth strategy in some detail, but I think it's worth reiterating the four key focus areas. Firstly, that we continue to grow our core business. That's the telecommunications, space and defense, and positioning businesses.

Our goal is to deliver 15% compound annual growth and revenue across this core. Secondly, is maintaining our product leadership. By engaging in the design phase with our customers, investing in smart R&D people, and continuing to collaborate with top-tier customers and entities such as NASA, the European Space Agency, and the Indian Space Research Organisation. By leading and being designed into future solutions, we ensure the longevity of our business and are more effectively able to hold our market pricing. Thirdly, is to expand into new markets. I've spoken in prior years about the need to add another strong industry vertical, like the position we have in the telecommunications industry. Over the long term, we want to have a strong telecommunications business, but also be able to rely on other industries in times like this year when telecommunications is underperforming.

We're focusing on the space market, where we have decades of experience. We will both expand into new geographies as well as move up the value chain with our products, developing not just components, but also more complex subsystems. This year, we launched our first space subsystem, the Global Navigation Satellite System, or GNSS, as you might see it referred to, receiver. We've won our first commercial satellite deployment, which is now successfully in space. This is a significant milestone. We are also continuing to evaluate and consider acquisition opportunities to expand into the U.S. market. This would provide access to top-tier U.S. customers through local manufacturing and strengthen existing customer relationships. With the push by governments to buy local, this is a sensible move that gives us better market access.

The U.S. is also the largest market for space. By expanding into the U.S., we will increase our total addressable market. We'll be conservative with any acquisition, making sure we can fund it and integrate it appropriately. We're also working on organic expansion in the U.S., focusing on getting the appropriate market certifications. The fourth pillar is our strategy to become a world-class manufacturer. We've manufactured for many years and been highly successful with our innovation, we could not claim that we have manufactured at scale to the highest standard. We now have the manufacturing facility to achieve this. Delivering on this initiative is key to maintaining our market position and profitability. That's where we're going and what we are doing to get there. Sinan will speak to the strategy in another level of detail.

Paying a dividend has been a discussion point between the board and shareholders for some time. At the end of the financial year, the board assessed Rakon's future capital requirements, considered a wide range of capital management options, looked through the careful management of cash through the financial year. We're enabled to repay borrowings, maintain a strong balance sheet and growth initiatives to be funded. Alongside this, Rakon saw lower operational risk as we reduced impacts from raw materials and completed our India facility. With an eye to maximizing shareholder value, we strive to balance the distribution of profit to our shareholders and retain enough reserves for our future growth and investment. The board deemed it was appropriate time to commence dividends. We're pleased to declare a fully imputed dividend of NZD 0.015 per share for FY2023.

Your board anticipates that even in the current macroeconomic environment and during this investment time and execution of our three-year business plan, this level of dividend is sustainable. With the commencement of dividend payments, we also introduced a dividend reinvestment plan, providing shareholders with the option to reinvest their dividends should you wish to do so. We continue to improve our sustainability and reduce our impact on the planet. Last year, we achieved a step reduction in our greenhouse gas emissions by initiating the transition of one of our manufacturing processes from using CO2 to using liquid nitrogen. Well, next, this was in New Zealand. The next transition is to be done in India. That will deliver further reductions. We've also designed our India manufacturing facility as a green building, which includes recycling 100% of the storm water and wastewater on site.

We expect to attain the internationally recognized LEED certification, which is Leadership in Energy and Environmental Design. You may have seen that our annual report included improved information on climate-related disclosures, and we're on track to comply with the new standards and disclosures. Like most companies, this is a journey of improvement that will be on for some years. As part of ensuring we're a resilient organization, through the last financial year, management and board conducted a full risk management review, looking at the risks and the business spaces, including strategic, operational, cyber, and the business risks. We're due to conclude that process shortly. In conclusion, our business has made significant progress with its development and growth plan. We've achieved the milestones we promised for FY2023 and delivered a strong financial result across the core business. We're well underway with our pipeline of new products.

We've established the foundation for world-class manufacturing at scale and are achieving the milestones for entrance to new markets. I'd like to thank all of Rakon's people, excuse me, our great management team, and my fellow board members for their support and contribution as we steer Rakon forward. I thank you, our shareholders, for your continued support, engagement, and investment in the business. Although 2024 will be challenging, we intend to continue with the business plan investments and focus on better efficiency and cost reduction. We remain confident in our medium to long-term value drivers. I'll now pass to Sinan Altug to take you through the Chief Executive's report. Thank you.

Sinan Altug
CEO, Rakon

Thank you, Lorraine. Tēnā koutou katoa. Shareholders, both here today and joining us virtually, welcome, and thank you for joining us today. I'm excited to speak with you today about our achievements in a year that was filled with challenges and opportunities. This is always an important date on Rakon's calendar. We value this opportunity to speak with you, hear your thoughts, understand your comments, and respond to your questions. We have several members of our senior team today. I can't see any of them because of the spots in my face. If I call your name, if you could please stand up. Adam Robinson, who is our Head of Sales. Cliff Hand, who is our Head of Operations. In the same row, we have Evalice Singh, Nicole Lai, Vijay Chandra, and just behind them, Ian Payne.

Please feel free to approach any of our team. We have some more as well. Please feel free to approach any of our team and ask them questions, have a chat. Financial year 2023 was another remarkable year. It was our best year ever for our core business, with continued growth in global demand for Rakon's industry-leading products across all of our core markets. This growth in the core business more than offset the impact of the one-off chip shortage contracts we completed during the year. Underlying EBITDA stood at NZD 42.2 million, representing an EBITDA margin of a robust 23%, marking fiscal year as Rakon's second-best year ever overall.

The continued revenue and margin growth of the core business over the last five years, as you can see in this plot on the top right and bottom, highlights Rakon's successful strategy execution and the trust our customers have in our products, innovation, and customer service globally. The result also reflects our ability to adapt to market shifts, maintain resilience, and remain dedicated to our strategic growth initiatives. At the FY2023 results announcement, we spoke in detail about the strong revenue and gross margin growth achieved across Rakon's three core markets. Here's a distilled snapshot. In telecommunications, our revenue surged by 17% to over NZD 100 million and gross margin by 14%, fueled by the 5G rollouts and enhancement in 4G networks.

In space and defense, revenue increased by 18% and gross margin by 16%, propelled primarily by the rising demand for high-reliability space applications. In positioning, revenue expanded by 21%, and gross margin by 10%, bolstered by solid growth in the industrial and autonomous applications, coupled with a remarkable resurgence in the locator beacon market. Now let's look at the short-term outlook. Over the past three years, we have observed our telecommunications and positioning customers build up higher than normal inventories in response to global supply chain disruptions. Our FY2024 underlying EBITDA guidance range of NZD 26 million-NZD 34 million, provided at the FY2023 results announcements, was based on the projection that this inventory build-up would affect telecommunication and positioning customer demand for the first half of the financial year.

In the first quarter of the financial year, our three core markets all performed slightly above our expectations. We observed strong demand in space and defense sector, with higher than expected product orders for FY2024, a robust order book extending into FY2025. Positioning sector's outlook has remained in line with our original guidance. However, market dynamics have evolved for the telecommunications market. Our tier one telecom infrastructure customers have since indicated that their customers, which are the mobile network operators, are adopting a more tempered investment approach for the remainder of the year in terms of their CapEx investment for 5G rollouts. What this means is a slower drawdown of the stockpiled inventory, elongating the timeline for inventory normalization, which we now project will extend into the second half of FY2024.

While the precise revenue implications for us remain fluid, we estimate this represents a potential risk of up to $10 million on our FY2024 EBITDA guidance. It's important to note that we have not lost any market share. In fact, to the contrary, we are continuing to gain market share and secure new design wins. Over the past 12 months, we have achieved over 30 key new design wins in our core markets, which is the highest of any preceding 12-month period. These new design wins represent a potential business of up to $100 million of new additional revenue over the lifetime of these projects, as these new projects start ramping up in the coming 12-24 months. We are in continuous dialogue with our customers and refining our understanding and estimates of the rate of inventory normalization.

We anticipate providing an updated EBITDA projection at the half-year results, if not sooner. Our assessment of the market conditions aligns with recent results announcements by some of our largest customers, including Ericsson, Nokia, Samsung, Juniper. They highlight macroeconomic factors and their customers' inventory adjustments as drivers behind the temporary slowdown, and anticipate some projects from mobile operators to be rescheduled from 2023 to 2024. Both Ericsson and Nokia anticipate a recovery by early 2024 or sooner. This is a sentiment currently mirrored across all of our tier 1 telecom infrastructure customer base. Demonstrating how dynamic market conditions currently are, Nokia has also recently announced an acceleration of its 5G rollout in Australia and New Zealand.

Other 5G infrastructure providers in North America have also expressed the temporary slowdown is consistent with the past network generation investment cycles that they have seen in 3G, 3.5G, 4G, and 4.5G. This ebb and flow also meshes with our prior experience in mobile networks and telecom infrastructure over the last two decades. In FY2023, we saw our OpEx increase NZD 9.5 million. This reflected additional expenditures on our growth plan, the tight labor market, and inflationary pressures across all of our cost base. We continue to invest in our growth plan and navigate the short-term risks to revenue, it's critical that we run the business as efficiently as possible. We have been making proactive adjustments for the last few quarters, actually, which have now started to bear fruit.

We have been reducing our operating expenses and enhancing our working capital. We are also investing into optimizing our global manufacturing processes. We are implementing strategies to improve and reprioritize our capital expenditure, reallocating to the most impactful areas. Moreover, we are diligently working on reducing our inventory. All of these actions have bottom line impact. We project the steps we have taken so far will result in an annualized savings of $6 million in comparison to our operating plan, with the full year impact realized from next fiscal year onward. As we streamline and optimize, we are mindful to maintain the sensitive balance between managing overheads, while also investing in capabilities that will allow us to grow. Balancing near-term financial performance objectives, while safeguarding our long-term growth trajectory, is our target.

Lorraine has already spoken about our growth strategy and the areas of investment we are focused on. We have been vigorously driving our growth roadmap that emphasizes the importance of not only amplifying our core business, but also further expanding our product and technology leadership, penetrating new markets, and epitomizing world-class manufacturing. In FY2023, we have channeled approximately NZD 24 million into fortifying our strategic objectives, and we are set to invest another NZD 19 million this year, this current financial year. The capital we are deploying, it promises attractive returns. We are talking about an estimated return on investment in those four key areas, which I'll talk about individually in the next slide, that range from an impressive 100%-175%.

Importantly, these investments substantially increase the portion of the market we are able to address, potentially increasing our serviceable addressable market by over NZD 1.5 billion once we complete our three-year growth plan. To catalyze our growth strategy, we continue to actively explore acquisitions, as Lorraine mentioned, but it's about gaining wider market reach, harnessing cutting-edge technology and talent, deepening our local operational presence in the segments and geographies we are targeting, such as the space and defense market in the U.S. While the short-term market dynamics have changed, our strategy remains intact. Our three-year growth strategy and this roadmap that we launched last year, has been a compass for our key actions and investments, steering us towards significant growth potential. These represent the four investment areas and the associated milestones. Rakon delivered a perfect scorecard of growth, objectives, and milestones for FY2023.

The progress we have made by diversifying into higher margin products has increased the opportunities available to us. Impressively, we estimate that we have actually, in just one year, from FY2023 to FY2024, we estimate that we have increased our serviceable addressable market by 10%. That would bring it to NZD 3.5 billion. Now, into year two of the plan, we are making very good progress with our FY2024 milestones. Rakon's self-designed semiconductor chips are crucial to delivering superior product performance and driving high margins. As we mentioned before, products using our own chips contributed to 45% of our FY2023 revenue, with 15% on average, 15% higher margins. This is a testament to our successful strategy implementation.

Our new chips that are being released in FY2024 are on track to represent at least 25% of Rakon's revenue in the next four years. In line with this, we have slightly reprioritized our semiconductor chip roadmap to generate quicker wins by swiftly addressing some of the changing market requirements, where our competitors remain weak. An excellent milestone has also been our space chip, the first radiation-hardened semiconductor chip of its kind, developed specifically for space and new space applications. We are continuing to invest to expand capabilities and reduce the time to market, and we also relocated our U.K design team to a new Cambridge facility, strategically placed in the heart of the ecosystem, enhancing our access to rare semiconductor design resources and capabilities. We have also continued our investments in XMEMS nanotechnology here in New Zealand.

Products that include our XMEMS nanotechnology have been approved at several tier one telecom reference designs. We are seeing strong edge computing potential interest as well. Very significantly, Rakon's telecom products will use our XMEMS nanotechnology-based designs to contribute to more than 40% of our business by FY2026. We are also focused on growing and strengthening our space and defense business as this sector continues to perform well. We are delivering crucial milestones in the new space category. Our expansion of the space product portfolio into higher value subsystems and equipment has tripled our available opportunities to an estimated pipeline of $250 million. These prospects are not mere probabilities. These are tangible opportunities that are in our line of sight, that align seamlessly with our product portfolio and technology.

I'll now play a video that showcases our new facility in India, an important milestone for Rakon, and a game changer for our global manufacturing capability. Located in a fast-growing aerospace manufacturing hub in Bengaluru, our new manufacturing center of excellence is one of the world's largest and most sophisticated sites for advanced frequency control and timing solutions. It both future-proofs and signals Rakon's long-term commitment to world-class manufacturing. As you can see, everything is state-of-the-art. The facility gives us significant room to scale up our operations. It doubles the production capacity of our previous factory and ensures that we can continue to grow and meet the demand for our products globally. It also enhances our research and development, specifically for the Indian market, including India's leading space agency, ISRO, as well as India's fast-growing commercial low Earth orbit satellite market.

We designed the building in accordance with leading sustainable building practices around the use of water and energy, with specific attention to employee health and safety and well-being. We have some immediate benefits from the new facility, such as saving on rent, better layout, leading to increased productivity, and updated equipment with greater efficiency. Energy cost savings due to sustainable building practices. Even more importantly, long term, the facility is set to support improved product margins through optimized manufacturing processes. We intend to maintain and build on this by continuing to invest in our manufacturing technologies and capabilities globally. In line with this, we have accelerated the process of transferring select product lines from our France and New Zealand sites to India. We anticipate, in the long term, that the revenue from our India operations will rise from about 25% to 50% of our global revenue.

It's essential to underline the three tangible benefits of these transfers: improved overhead structure, streamlined operating expenses, and competitive product costs. As a direct consequence of these factors, you'll have margin, overhead, and OpEx improvements starting from FY2025. When in steady state, we estimate this operation to continue an additional NZD 25 million to our bottom line. I want to emphasize that our New Zealand business is, and will continue to be, the very core of Rakon's identity. It will remain the heart of Rakon's culture of innovation. We will continue to invest in New Zealand to further expand our capabilities and technology, innovation, and IP creation. We will ensure New Zealand remains and thrives as Rakon's innovation center of excellence. Our vision is clear. As Rakon grows in the world stage, our heart will continue to beat strongest in New Zealand.

Rakon's medium to long-term growth fundamentals and drivers remain strong. We have significant market opportunities in both core and emerging markets. Despite the temporary slowdown, the drivers behind the 5G rollout continue. Global 5G subscriptions are forecast to triple in five- years, from 1.5 billion subscribers to over 4.5 billion by 2028. We are working very closely with our telecom infrastructure customers to help enable the next evolution of 5G and 6G networks. Rakon is poised for significant growth in 5G today and 6G tomorrow. Space and defense continues to outperform, and emerging new space and low-Earth orbit satellite segment is projected to more than double the space market size and drive a three-fold increase in the number of active satellites by 2030. Our investments have been geared towards capturing this growth, enabling us to merge space-grade performance with high-volume manufacturing.

We are also seeing strong uptake for our next-generation products, incorporating our XMEMS nanotechnology. We're supplying into the emerging O-RAN, C-RAN, and edge computing architectures as we speak. Let's talk about AI. AI is not just a buzzword for Rakon. It's an evolving technology with extensive potential applications. As AI evolves, the demand for dense parallel processing is surging, requiring very tight timing accuracy. This synchronization is crucial for real-time parallel computing, and this aligns perfectly with our strengths and our technology. We are diligently tracking the AI trajectory, and while it may be premature to tout it as an immediate boon for Rakon, we project tangible sub-substantial benefits within the coming two to three years. We are currently working with the leading players in AI, helping enable the next generation platforms. Our vision is long-term and strategically aligned.

We aim to continue to be active contributors to the evolution of AI. In summary, we are unwavering in our strategic direction and intent. While we navigate short-term challenges, we have taken and will continue to take the necessary steps to adjust costs, but we'll continue to ensure we stay true to our growth strategy. We remain excited about the future as the underlying growth drivers in our core markets remain strong and the opportunities significant. We shall continue to work diligently to meet the expectations of our customers, our employees, and you, our shareholders. Thank you for your continued support. It's very much appreciated. I'm now going to turn it back to Lorraine for questions.

Lorraine Witten
Chair and Independent Director, Rakon

Okay, now I'd like to invite questions on the performance of the business. We'll shortly move to the resolutions, and I'll invite discussions on them at that time. For now, please just focus on the presentations, and questions about the company. A reminder that only shareholders or validly appointed proxies, have the right to speak or ask a question. For those of you here in person, if you could please raise your hand, and we'll bring over a microphone to you. Please say your name and speak loudly so that those online can actually hear you. As mentioned earlier, those who are attending virtually, if you have a question during the live meeting, please select the Q&A tab, on the right of your screen.

First, I'll take questions from the floor first, if there are any.

Sinan Altug
CEO, Rakon

There is one there. Lorraine, there is one here.

Lorraine Witten
Chair and Independent Director, Rakon

This lady. Thank you. Sorry, it's very hard. We've got quite bright lights.

Sinan Altug
CEO, Rakon

It is very hard to see.

Lorraine Witten
Chair and Independent Director, Rakon

We can't, we can't quite see you all, but you're smiling faces that well.

Speaker 13

I have two questions. One is, I wonder what your current policy is regarding selling products to Russia. Two, perhaps this is naive, but, you know, it all looks wonderful on the screen, great performance indicators. Why then is there an ever downward share price?

Lorraine Witten
Chair and Independent Director, Rakon

Perhaps you could take the first one on Russia.

Sinan Altug
CEO, Rakon

Yeah, I'll take the first one. I can take the second one as well. We are not selling to Russia. We have stopped our sales into Russia shortly after the conflict ensued. That's an easy one. I'll leave the other one to Lorraine.

Lorraine Witten
Chair and Independent Director, Rakon

Yeah, the share price, if, if, if we knew what always drove the share price, I don't think I'd be in this job. I would be in another job. I think the share price always and reflects what investors believe about the company, what are the opportunities they have before themselves, and whether they're confident in where the company's going. There's also then, of course, the general market impact. There's also then what's going on globally. Where other investment opportunities might be, whether it's into fixed investments or other, or other shares. The best place to look, actually, for what we think is should be the right share price is probably an independent investor analysis.

Forsyth Barr has recently, you know, continues to monitor the company and has a suggested share price for NZD 1.23 for Rakon. You would have to say that we would agree that we think the share price is undervalued.

Sinan Altug
CEO, Rakon

If I may add, what we are focusing on is what we can control from our side. That is our strategy and that growth path, and I think we will continue to do so. I just wanted to add that. We are focusing on what we can control, and share price is not that.

Lorraine Witten
Chair and Independent Director, Rakon

Do I have any other questions? Yes. This gentleman here. Thank you.

David Creed
Shareholder, Private Investor

Thank you. With the new exciting plant in India, how secure do you think our technology is operating in a foreign country? What have you achieved over there with water controls? Do you have a New Zealand team over there supporting the operation? The second question: How much business are we doing with Rocket Lab, that very exciting New Zealand company?

Lorraine Witten
Chair and Independent Director, Rakon

All right. You can tell your name.

David Creed
Shareholder, Private Investor

David Creed.

Lorraine Witten
Chair and Independent Director, Rakon

Thanks, David.

Sinan Altug
CEO, Rakon

Thank you, David.

Lorraine Witten
Chair and Independent Director, Rakon

Maybe Sonika, you can...

Sinan Altug
CEO, Rakon

For the first one, in India. We have been operating in India for the last 15 years. Just to be clear, we actually started a joint venture back in 2008 to transfer some of our business that we were manufacturing in France into India. This is actually our first big building, a new building, before we leased locations, but we have been operating for 15 years. Some of our staff, quite a big chunk of our staff, have been with Rakon for the whole duration of time. We have people in India that we fully trust. Having said that, we have controls in place for global IP protection from our side.

Some of our business, when you look at where, where we design products and where we manufacture, we have internal controls that allow us to ensure that it's not copyable and pastable easily. The second question, with Rocket Lab, I could only comment that it's not, as big as it should be. We have very little business. We would love to grow that moving forward as Rocket Lab's business grows as well. Sorry, go on.

Jim Hamilton
Shareholder, Private Investor

Yeah. Jim Hamilton, Shareholder. You talked about growing, expanding the company horizontally, organically, whatever. Can I suggest there's a, a business just 1 km away from you in Sylvia Park, which is, is a world leader. They, they, they employ 600 people. They operate to take over a whole block of land behind Sylvia Park. They make, they make for motors, what do you call them? Anyway, the, the company is called Buckley Systems.

Sinan Altug
CEO, Rakon

Oh, yeah, yeah.

Jim Hamilton
Shareholder, Private Investor

I hope you talk to them, Bill Buckley, he's been. I think he's 80 years old now. operates a great company, they're a world leader. They, they make, electromagnets. Electromagnets for very tiny electromagnetic magnets, up to seven tiny electromagnets, they're the biggest steel, user of steel in New Zealand. I think they'll fit in quite well with your company, rather than, you know, another company somewhere else. I think they, they would fit in. They, they're mostly making a lot of money, go and talk to them.

Sinan Altug
CEO, Rakon

Just for completeness, we know Bill. We know Bill Buckley. Brent and Darren knew him for a long time before I did. I met him several years ago. If you look at the brass tacks as how big a business potential Buckley Systems constitutes for us, in the grand scheme of things, it would be small, but we have had cooperation, we have had discussions, for sure.

Jim Hamilton
Shareholder, Private Investor

It's just important to see the company made in New Zealand, maybe it's a long time.

Sinan Altug
CEO, Rakon

Sure. Absolutely.

Jim Hamilton
Shareholder, Private Investor

New Zealand, basically.

Lorraine Witten
Chair and Independent Director, Rakon

Right. Yeah. Any further questions? Maureen, do we have any questions from anyone online?

Maureen Shaddick
General Counsel and Company Secretary, Rakon

Yes, we do. What about our technology first? The size of- We... Could we have your microphone, please? Thank you.

Sinan Altug
CEO, Rakon

You can shout, Maureen.

Maureen Shaddick
General Counsel and Company Secretary, Rakon

I can shout, but I'll, I'll start louder this way. One question from online, from Danny Hawkins, is just a technical one: What are the, the size of our chips? Let's see.

Sinan Altug
CEO, Rakon

It's a good question. They vary in size, but I can say that they go quite small nowadays, and they will go smaller. The, let me say, if you're looking at, on the order of millimeter by millimeter. I'll leave it there because it's, it's a confidential question, if you will, the answer to it is-

Maureen Shaddick
General Counsel and Company Secretary, Rakon

Right.

Sinan Altug
CEO, Rakon

They're quite small.

Lorraine Witten
Chair and Independent Director, Rakon

Second question.

Maureen Shaddick
General Counsel and Company Secretary, Rakon

Another question. Can you please inform whether the company generates any revenue from China? If yes, what are the approximate percentage of the total revenue?

Sinan Altug
CEO, Rakon

We, we do-

Maureen Shaddick
General Counsel and Company Secretary, Rakon

From Jimmy Lee. Yes, sorry.

Sinan Altug
CEO, Rakon

Yes, sure. We do generate, obviously, revenue from China. We have been, I think, open before. Two of the largest telecom infrastructure companies in China have been big customers for Rakon. That has gradually reduced in the past few years because of the several reasons. I think the telecom inventory correction is one reason, but another reason, potentially, is the geopolitical strain on the world, perhaps. I'm not going to give an exact percentage at this point, but it has reduced in the past few years.

Maureen Shaddick
General Counsel and Company Secretary, Rakon

One further question regarding the dividend, noting that Rakon had declared a dividend this year, querying whether Rakon would consider issuing dividends on the scale of the energy companies.

Lorraine Witten
Chair and Independent Director, Rakon

Well, I think you heard from us today that we have a big ambition to grow the company and increase the revenue, which will ultimately increase the profitability as well. For the period over the next two years, we anticipate that our dividend will stay very much like it is, though we will look at it each year and just see what free cash flow we have, then anticipate that it will grow from there. Whether it will reach the high points of the electricity companies, we'll have to all wait and see for that. Yes, this one over there.

Speaker 12

Hi, my name's Ferg. I guess talking about the share price, I think part of the problem is there is a lack of clarity in the vision of revenue and profitability in, say, 2025, 2026, 2027. I know you guys are obviously don't wanna throw the dice and get it wrong. Obviously, FY2024 is looking reasonably average with regards to the EBITDA coming down, but I think that's where if you want to get the business in a value that reflects probably what its potential is, you'll have to be a bit more clear on what the potential is of the business going forward. The numbers you've given are obviously, really optimistic, but it's hard to make those numbers relate to what that's gonna be for Rakon.

Lorraine Witten
Chair and Independent Director, Rakon

Yeah. That's a, I think, a very fair question and request, and something that we kick around all the time. At the moment, with the uncertainty of the inventory correction that's going on in telecoms, we're a little bit shy of putting out numbers for 2025, 2026, but it is something that we will definitely consider doing as soon as we have some clarity on what the, what this year is going to look like. We've tried to give you today a share, you know, a view on the markets that we're opening up and the addressable market, where we're going in terms of the margin improvements with the factory. Those will come together in a forecast more for 2025, 2026. I, I think you've hit it on the head.

We are very cautious that we would give numbers that we then didn't achieve. We do not want to be in that position. When we're giving numbers, we want to be achieving them. That's. It is on our radar to improve that forecast and those numbers going forward, and I think that's a fair comment. Thank you.

Maureen Shaddick
General Counsel and Company Secretary, Rakon

Yeah. I think we'll wrap up the questions there. There's also time at the very end of the meeting and also time at, with each of the resolutions.

Sinan Altug
CEO, Rakon

Sure.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you very much, everyone.

Sinan Altug
CEO, Rakon

Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

We'll now move to the formal resolutions before the meeting. Shareholders can vote in person or by proxy, and if you're here in person, please use your voting paper, which will be collected after all the resolutions have been addressed.

I will pause after each resolution for you to vote. Please ensure that you sign the voting paper, and if you don't have a paper or pen, just please wave, and one of our Computershare people will come and help you out. If you're attending virtually, the online voting facility is open, and you can cast your vote using the Vote tab on your screen. Simply elect from the options. Your vote has been cast when the tick appears. You may change your vote using the Change Your Vote option, up until the time I declare the voting closed. We've got five ordinary resolutions today, as noticed in the notice of meeting. To pass, they need a simple majority of the votes of those voting, whether here online or in proxy.

We shall address each resolution individually in the order that they're set out in the notice of meeting. The board intends to vote any discretionary proxies it has in favor of the relevant resolutions for resolutions 1, 2, 3, not 4, but 5. However, as required under NZX Listing Rule 6.3.1, any votes cast in favor of resolutions 4 by any of us, non-executive directors or associated persons will be discarded, other than where the votes we're casting are indicated by proxy shareholders as to how they would like us to vote with their express directions. You'll be able to see the outcome of the proxy votes at the end when they are listed on the stock exchange. The first 3 ordinary resolutions are regarding the election or re-election of directors.

Please note, NZX Listing Rule 2.7.1 provides that a director must not hold office without re-election past the third annual meeting following the director's election or three years, whichever is longer. Keith Oliver and I, who were last elected in 2020, are standing for re-election today. In addition, the same NZX Listing Rule provides that a director who's appointed by the board must not hold office without election past the next annual meeting following the director's appointment, and accordingly, James Singh, who was appointed to the board in July, is standing for election today. As is our usual practice, we'll invite each director to give you a short address as to before you consider the resolution.

The first resolution relates to my re-election, so I will pass to Keith Watson, who's chair of our People and Culture Committee, to run this particular portion of the meeting. Thank you.

Keith Watson
Independent Director, Rakon

Good morning, everyone. The meeting will now consider resolution 1, that Lorraine Witten be re-elected as Independent Director of Rakon. Before we address the voting, I'll invite Lorraine back to say a few words if you'd like to.

Lorraine Witten
Chair and Independent Director, Rakon

Well, I'm putting different hats on. Thank you for considering me for reappointment as an independent director of the Rakon board. I've been on the board now for six years, and I've chaired the board since April last year. I also attend both the Audit and Risk Committee meetings and the People and Culture Committee of the board. I'm a business person by trade and have over 25 years' governance experience on a wide variety of boards. My experience is largely in highly commercial and high change environments, and my skills are in telecoms, technology, infrastructure, services, and finance, where I also have 20 years experience in senior management roles. I'm in what I would consider my third career. After a 20-year period in corporate roles, then I had 15 years as an entrepreneur, and I'm now full-time in board and governance roles.

I very much thrive on working with a team of people on the key challenges and opportunities before a business. I've got a business management degree in finance, and I'm a fellow of the Institute of Directors and a fellow of the Institute of Chartered Accountants. Spent a lot of my governance career leading risk audit assurance committees, so I have a deep knowledge of the financial levers and drivers of business, and I believe in having principles and values that you live by and to guide your decision making. In the leadership of the Rakon board, I see my role as to make sure we have a collaborative way that we work together with our management team, that there is a trusting and constructive working environment.

It's essential that I have a really good working relationship with our Chief Executive, Sinan, and I'd venture to say that we do. It's also essential to make sure that the board is focused on the right balance of what matters, the business plan we have for our investment and growth, the efficiency and effectiveness of our processes, the short term versus the long term, considering our people, you, our shareholders, our environment, our communities, and the risks, the business operating environment. It's also about leading the board conversations in a way that we're getting the best out of each of our board members, and that we're robustly debating and carefully considering the business of the board.

Over the last six years, Rakon has transformed, and when I reflect on the business today as compared to then, I can see a lot of change and improvement. In March 2017, when I joined, we'd just announced an annual revenue of NZD 94 million, a gross margin of 36%, and we'd made a net loss of NZD 13.5 million. The share price was around NZD 0.20. As we've outlined today, there's plenty more to do, and I hope you get a feel for the excitement and opportunity that we see before Rakon. I'm very proud to have been part of the journey so far, and I really love working for this company and with this team. Thank you for considering me for re-election.

Keith Watson
Independent Director, Rakon

Thank you very much, Lorraine. The board values Lorraine's extensive business experience and governance experience. The board believes that these strengths and Lorraine's strategic leadership are important for the governance of Rakon as we guide the company through the delivery of its strategy. The board supports Lorraine's re-election as a director and board member, the board recommends that you vote in favor of her re-election. The resolution is that Lorraine Witten be re-elected as a director of Rakon Limited. If there are any questions from shareholders or proxy holders in relation to this resolution, as before, if you'd like to raise your hand, you, we will bring the microphone to you. Anything online, Maureen? Okay, no questions. I now put the resolution, and you may take a moment to cast your vote. Thank you, everyone. I'll hand back to Lorraine.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you, Keith. resolution 2 is to re-elect Keith Oliver. Again, before you vote, I'll invite Keith to come up and address you. It's a bit confusing. We've got two Keiths.

Keith Oliver
Independent Director, Rakon

Thank you. It's a pleasure being here today and standing for re-election. I'd like to tell you a little story about myself and my relationship with Rakon. I'm a professional engineer, graduated from The University of Auckland in 1970, and am now a director of several technology companies in New Zealand. One is on the NZX, two private companies, and I'm passionate about scaling companies globally. I've had a lifetime interest in electronics and technology, and now that's at the heart of what I enjoy, and I love supporting businesses and the people that lead them, delivering value for shareholders. My story and my relationship with Rakon stems back to my father's interest in electronics. Some of you may know that in 1940, there was the RMS Niagara that was blown up in the, in the Auckland Harbor.

A German vessel had come to New Zealand and laid 228 contact mines throughout the Hauraki Gulf, and the Niagara was steaming from Auckland to Suva on its way to Vancouver, and it was blown up between Motuihe Island and the Hen and Chicken Islands. Fortunately, the 378 people survived and were taken ashore on the 18 lifeboats. The relevance to me is my father was sitting on a vessel at the Devonport Naval Base, heading to the European theater to fulfill his role as an officer in the New Zealand Navy. With the Germans coming so close and mining our harbor, he was reallocated to a new fandangled technology called radar, and he was posted to Mokohinau Island, and he spent the war guarding our shores from German and Japanese vessels and submarines and catching glorious snapper.

He became a fisherman. I have inherited two things from him. One is a delight for catching snapper, and I now live in the Bay of Islands and do a lot of that. The second thing was my interest in electronics, and hereto my first relationship with Rakon. You may know that Warren Robinson founded Rakon in 1967. When I was 14 in 1969, which is a year some of you may remember, the first folk walked on the moon that year. I used to race home from school and open my letterbox to see whether there were electronic components in it because I was a mad, keen designer and constructor of things electronic. In 1969, I bought my first crystal oscillator from Rakon, and it was slightly bigger than this box you see on the left.

I sent a postal note to Auckland and spent NZD 18, I think it was at the time, to buy that. I imagine Warren was sitting in his office in Newmarket, hand-grinding my little crystal for me, which I then built into electronics. I took myself on a journey of all things technical, and the second major connection with Rakon would have been in 1990. The company that I founded and developed was contracted to project manage all the technology going into the Commonwealth Games, at Mount Smart Stadium, and we built broadcasting and TV facilities for over 35 different international broadcasters, and we used hundreds of Tait radios, for security and for the management of the Commonwealth Games. Warren's crystals were inside all of those, Tait radios, and they made that communication work, effectively well.

That was my 1990 experience with Tait. My career then took me offshore. I sold that company, and I worked in M&A and private equity in Europe for some years, doing deals in London, in Geneva, and in Sweden. Came back to New Zealand in the early 2000s and have been developing my relationships with investment in technology companies, and growing businesses as a independent director. Like Lorraine, I was also appointed to the board at Rakon in 2017, and like Lorraine, enjoyed working with the management team and the leadership over the last six years to grow the business to the place that we find it now.

Turning full circle about the technology, I'm delighted to say that the oscillators and the crystals we make are a little smaller, than I had, used in 1969. The team have just given me, one of the new products to share. This is a way for using photolithography. We get 700 resonators off of that disk, here. We've moved a long way since 1969, not just putting men on the moon, but Rakon is now delivering products into the space, industry. As we see from, Lorraine and Sinan's speech, we've now got, some of our resonators going to the far-flung locations in the planet. What I've learned in my time since 1969 is there's three things that deliver great value for shareholders.

It's extraordinary people, it's amazing business processes, and it's underlying strength in advanced IP and advanced technology. Rakon has those three things: amazing people, extraordinary technology, and deep IP, and it's some amazing business processes. We've seen some manufacturing lines in India. The IP embodied in the way that the team make these resonators is really world-class and is an amazing trade secret. I'm delighted to stand for re-election, and I look forward to your support. I know you've got a big vote coming up. You're going to have to work out which Chris you're going to vote for in October. Meantime, today, please support my further time at Rakon, and I look forward to being re-elected. Thank you very much.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you, Keith. The board believes Keith's technology-focused and international business experience and advisory skills are a significant attribute for the board, governing and developing the strategic direction of Rakon's global business. Keith now retires by rotation and is eligible for re-election. The board supports Keith's re-election as a director and recommends you vote in favor. The proposed resolution formally is that Keith Oliver be re-elected as a director of Rakon Limited. Are there any questions? Do we have any questions, Maureen?

Maureen Shaddick
General Counsel and Company Secretary, Rakon

There was just one question online, noting that Keith had been a director since 2017, and that he didn't the shareholder had looked into the annual report and noted that Keith didn't hold any beneficial interest in shares in Rakon, and just was inviting Keith to comment. Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

It is a, a personal question you're absolutely entitled not to answer if you would don't want to. That's up to you.

Keith Oliver
Independent Director, Rakon

I'm happy to answer that question. I have a particular definition of independence. That allows me to take a full and clear view of all aspects of the business, whether that's the people that are working in the business or the shareholders' interest in the business. I support the company unconditionally. I believe it's very useful to have an independent director on the board who is not a shareholder. Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thanks, Keith. Any further questions, Maureen? Okay, I'll now put the resolution and give you a moment, please, to cast your vote. Okay, thank you. Resolution three is to elect Yong Min Tseng. Before we vote, I'll invite Roger Yao to address the meeting on behalf of J.M.

Roger Yao
Company Representative, Siward Crystal Technology Company

Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thanks, Roger.

Roger Yao
Company Representative, Siward Crystal Technology Company

Thank you. Hello, everyone. Thank you for the opportunity to be here today again at the annual shareholder meeting. My name is Roger Yao. I'm very happy to be here today to assist with J.M.'s introduction. J.M. would like to relate the following message: "Dear Chairman Maureen, or Chairlady Maureen, fellow directors, shareholders and Rakon employees, thank you for the opportunity to stand here with all of you. I'm the president of Siward Crystal Technology Company Limited, which has a 12.23% shareholding in Rakon Limited. I have recently been appointed as a director of Rakon, following the retirement of my colleague, Tony Tseng. I have extensive experience in the frequency control industry, gained over 45+ years in the business.

Through my qualifications and experience, I have a deep understanding of both the technical side of the frequency control product industry as well as business issues faced by a company operating in this industry. It is important for me to be a director because of Siward's significant holding in Rakon, and because I believe my experience in the frequency control industry enables me to be a valuable contributor to the governance of Rakon. International travel has been very difficult over the last few years due to pandemic. I'm delighted to be here at the annual meetings again, and to have had the opportunity to meet face-to-face with everyone. Thank you."

Sinan Altug
CEO, Rakon

Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you, Roger. The board believes J.M.'s extensive international technical management and governance experience in the frequency control product industry is very relevant and important to the board's governance of Rakon's operations and strategy. J.M was appointed to the board on the 13th of July, 2023, so just last month, and now retires and is eligible for election. The board supports J.M.'s election as a director of Rakon and recommends you vote in favor. The formal proposed resolution is that Yong Min Tseng be elected as a director of Rakon Limited. Are there any questions?

Maureen Shaddick
General Counsel and Company Secretary, Rakon

This gentleman here. Thank you.

Jim Hamilton
Shareholder, Private Investor

Can, can I just ask how the, the Siward Company in Taiwan is doing? Is it profitable at the moment? Is it, is it doing better? Is it doing well?

Roger Yao
Company Representative, Siward Crystal Technology Company

We had a record year. Excuse me. We had a record year last year. This year is a bit slower. We're, you know, facing the same challenges in the market. It's definitely slow, but we're hoping that-

Jim Hamilton
Shareholder, Private Investor

You're making a profit?

Roger Yao
Company Representative, Siward Crystal Technology Company

Oh, yes, we are. We're definitely profitable, but it's... The business is slower.

Lorraine Witten
Chair and Independent Director, Rakon

Maureen, are there any questions online?

Maureen Shaddick
General Counsel and Company Secretary, Rakon

No.

Lorraine Witten
Chair and Independent Director, Rakon

Anything further? Okay, thank you. I'll now put the resolution and give you a moment to cast your vote. Okay, I'll now turn to the proposal to resolution 4, to increase Rakon's total annual pool for directors' fees in accordance with NZX Listing Rule 2.11.1(a). Before you vote, I'd like to take a moment to explain this in more detail. We've put up a slide to show the breakdown of the proposal. There are two parts to the proposed increase. Firstly, for the current base director fees, a total increase of NZD 18,500 across the directors, which is a 3.6% increase. Secondly, a larger increase to what's called the special fees pool, which is only used when there is an exceptional event.

Otherwise, it remains unspent. Like most boards and best practice, we already have a special fee pool of NZD 20,000. To date, this pool hasn't ever been used because we haven't had a special event. It's only allowed to be used for significant additional work and attendances if a significant event or transaction occurs. A significant event is a very narrow range of issues. For example, a takeover offer for the company. which would require work and attendances by mainly the independent directors in excess of usual workload. This is a time when all shareholders will want the independent directors to act for them. We will, of course, have other advisors and our management team working on such a transaction, but it's the independent directors that work for you.

From my own recent experience with a takeover offer of another public company, the amount of NZD 20,000 is not an adequate pool if an event were to occur over a long period of time, and negotiations to get the best terms and conditions to maximize shareholder value can take a long time. Therefore, we are proposing an increase to this pool of NZD 55,000, so we have NZD 75,000, and so we are properly prepared for this sort of situation. I reiterate that this is a special pool, and it remains unspent unless we have such an event. The use of the pool is transparent by reporting through the annual report. It's best practice to undertake a regular review and ensure directors' fees and remuneration is in line with the market, and to avoid larger increases if it's reviewed less often.

Before deciding to make this proposal, we commissioned Strategic Pay to do an independent report on our current fees. We made this report available to you in the notice of meeting. They proposed the adjustment range to director, chair, and chair of committee fees. We're proposing the amount in the middle of that range. The previous increase to non-executive director fees was two- years ago, in August 2021. The proposed resolution formally is that the total annual pool of directors' fees be increased by NZD 73,500, from NZD 530,000 to NZD 603,500. Please note again that any votes in favor of this resolution cast by the non-executive directors themselves, and where they have been appointed a proxy, will not be counted, except where we're instructed to vote in favor by the shareholder.

Before we vote on this resolution, are there any questions from shareholders or proxy holders in relation to the resolution? Please raise your hand. I think Mike Daniel, you've got your hand up. It's at the back there. Sorry, it's hard to see.

Mike Daniel
Shareholder, Private Investor

Mike Daniel. I have proxies, and there have been pre-cast votes. I'm unaware of the numbers, but they are substantial. I'd just like to point out one or two things to shareholders, to ask them to consider before they vote for this extra amount of money, required by directors, to carry out their duties. The Strategic Pay report, which is it. If you could find it, it was all there eventually. It's quite a big report, and it's one of those surveys that, like, management survey done for wage and salary increases and completely self-serving.

I took it a separate attack on it. The information they gave us showed that the number of hours that directors worked, went to meetings was about, was just, just, just on 100 hours, and that's for strategic meetings and board meetings. I did a calculation allowing for 50 hours for, of preparation for that 100 hours, and that came to 150 hours, and it brings your payment to directors of about NZD 450 per hour. It is normal, in my view, for a director to expect the possibility of a takeover to come. When he signs up or she signs up for the job, it is part of the job.

To expect more, because there happens to be something that does happen from time to time in a director's life, he has to sit, or he or she has to sit and work out what the company is worth, take advice, and recommend that to shareholders. That is my suggestion. Furthermore, as a result of some chatting to shareholders, a number of comments were made, isn't it? A number of comments were made, and I'd like, I'd like to share them with you. These are from shareholders, some of them quite significant. The first one: "Have voted the same as you.

Think it is rich expecting fees, increased fees, when a profit and the EPS is falling." Another one: "I will be acting against this, casting my vote against this resolution." Another one: "My view is that the request for extras is nonsense. Do the stuff, do the staff get extra for this, this sort of thing? I doubt. The board set the tone and culture expectations of a company, and this doesn't pass my sniff test, sniff test. If they think the directors' fees are just for turning up to meetings, then I suggest they move on. I think there is one too many directors, so there is a saving there with no loss of competence.

Another one: "I don't mind the fee increases for some of the individuals, but I'm not going to debate NZD 2,000. Overall, I will vote against it. I will appoint you as my proxy. Is that okay?" There's others, and I'll just leave it at that because I think the point has been made. Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you, Mike. This is a shareholder meeting in action, so thank you very much for, for raising your points, Mike. I'll try and address them all. It is a shareholder's choice as to whether or not you agree with this pool or not. The reason the directors are promoting it, because we think it is good practice and is appropriate that we do have additional funds. My own experience, you're talking about whether or not it's a normal shareholder expectation that the directors would undertake this work. I absolutely agree with you. This is work that an independent director would be required and would expect to do in the case if we did have a unique event, such as a takeover offer.

My own experience was that when I kept my time sheet for the Pushpay takeover, there was over 200 hours work for myself, and then there was additional hours for. That's, that's for expectation from probably each of the directors. My, the normal director compensation is for the running of the business, the normal running of the business. That does go up and down from time to time. In cases like in COVID, we worked a whole lot more, but I don't know if you recall, but all your directors voluntarily took a 50% reduction in their fees over a few months of that time because it was a, a significant impact on the, on the company. You know, my view is that directors work very hard and, and do the work that is required.

We're not sitting watching the clock. All of the directors here, I've asked to do additional work, as has Sinan, on different matters before the company, and everyone steps up and does it and does not have their hand out. This is what I genuinely believe is the right thing for the company to have in case of a situation where there is a significant amount of additional work to be done. It is within shareholders' hands as to whether or not you believe that that also is appropriate. It is what pretty much every other company does, and we don't have a significant pool at the moment. I will leave it to shareholders, in shareholders' hands to vote for this or not.

Regarding the base fees, we have only had one review in the last, I think, probably eight or 10 years. That was two years ago, 3.2% over two- years. Probably we won't review for another couple. It's not a significant increase. The reason we got the the Strategic Pay report is just to see, well, what is the market? What is the appropriate amount? You know, we could. I don't think it's appropriate that we make, necessarily make that call ourselves, so hence why we've, we, we got the independent report. Again, we don't have that every year. Is there Trevor James, please?

Trevor James
Shareholder, Private Investor

Trevor James. I'm a shareholder. I'd just like to counter a couple of points Mike made. The first one is that I've never been on a board where I only worked half the time outside the meeting, that I worked in the meeting. I'd actually say it's more like twice or 3 times the amount of time you spend in meetings. The other point on the takeovers thing, it's perhaps not that widely known that while directors, while you're in event of an unsuccessful takeover, you're entitled to recover costs from the bidder. If you weren't entitled to charge them in the first place, you can't recover them. That's why I'm quite a strong supporter of this sort of pool for additional work, providing it is genuinely used for additional work.

In the event of a successful takeover, of course, it's the bidder who winds up paying anyway, so it's quite a costless exercise for, for the target company. Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Do we have any other questions? Maureen, do you have any questions online? Okay, Mike, did I answer your points?

Mike Daniel
Shareholder, Private Investor

Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you. Before we vote on the resolution, we've done the questions. I'll now put the resolution for you to cast your vote that the total annual pool for directors' fees be increased by $73,500. Thank you. I'll just take a moment. Finally, we have resolution 5. This resolution is proposed to authorize directors to fix the remuneration of the auditor pursuant to Section 207S of the Companies Act 1993. Rakon's auditor is PricewaterhouseCoopers, and our audit partner, Indy Sena, is here today. The board recommends you vote in favor of this resolution. Are there any questions before I put this resolution? Mike.

Mike Daniel
Shareholder, Private Investor

Good time. There you go. It's me from our friends at PwC, 'cause they can, they could tender or someone else. Thank you.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you. I'll ask Sinead Horgan, who's Chair of our Audit and Risk Committee, just to respond to some of those. I think particularly the, the relative costs, if you can.

Sinead Horgan
Chair of Audit and Risk Committee, Rakon

I'll, I'll take it in two points.

Lorraine Witten
Chair and Independent Director, Rakon

Okay.

Sinead Horgan
Chair of Audit and Risk Committee, Rakon

I'll take it in two parts. The, the first, the increase in complexity in this business that isn't obvious when you look at the P&L or the balance sheet numbers straight as they are. We're across 11 different geographies. We have major-

R&D or manufacturing in four of those geographies, and three of those require formal audit involving PwC in three countries. Quite complex for the size of the P&L and balance sheet. Geographical spread, that we have the right processes and practices going on. I regard it as more than a tick the box. It's actually comfort to, to sit here and say to you: "Yes, I'm happy with the numbers, and we believe in them." Complexity has increased massively in that time that you've been talking about as well. We've had a huge amount of change in international standards that have come through, everything from revenue recognition to leases to R&D amortization. All of those take time and cost and complexity for us to, to implement. FMA is increasing, and now we're going to see ESG increasing as well.

There, so there's more work to be done, unfortunately. When we look at the fees over the last three- years, they actually went down 1%, down 3%, and now have gone up 11%. The last three- years have been very stable for Rakon in a time where actually it's been quite volatile in the market. Just this year alone, most organizations' fees have gone up 16%, and ours have gone up 11%. I do always try to keep a very close eye on maximizing value, and, and believe that, that actually we are getting a very fair price, and put a lot of stock in our partner and audit team, who do a lot of hard work behind the scenes for us, over and above what you would expect over the last few years.

In terms of audit rotation, I'm a big believer in audit rotation, and always regard that we, that we do need to go and do that. There, there's two pieces to audit rotation. One is partner rotation, tender. We can certainly have a look at that during the year. Those conditions are just starting to ease now.

Lorraine Witten
Chair and Independent Director, Rakon

Did that answer your, your question, Mike? Regarding changing the resolution, unfortunately, we can't change a resolution. It needs to have gone out to shareholders.

Mike Daniel
Shareholder, Private Investor

That's fine.

Lorraine Witten
Chair and Independent Director, Rakon

Yeah. Great. Thank you. Are there any other questions on this resolution? Maureen, are there any questions online?

Maureen Shaddick
General Counsel and Company Secretary, Rakon

No.

Lorraine Witten
Chair and Independent Director, Rakon

Thank you. In that case, I'll pause for you to take a moment to vote, and the formal resolution is that directors be authorized to fix the remuneration of Rakon Limited's auditor, PricewaterhouseCoopers, for the coming year. For the following year, sorry. That then concludes the business of the meeting. In a minute, I will close the voting system. Please just check that you've cast your vote on all the resolutions. I'll just give you a minute to check that and change any voting, if you would like to do that. Thank you.

Please pass that your votes either to the end of the row, where they'll be collected. I can see two of our Computershare people that are going around with the ballot box. Once they, we'll do the counting and scrutineering. The results of the voting in each of the resolutions will be released to the stock exchange later today. As I indicated earlier in the meeting, we'll now have some time for general business or any other shareholder questions that you'd like to make. We've paused a few times, but if anything else is burning, please. Okay, thank you. In summary, Rakon has continued to deliver strong core business growth across all markets in FY2023.

We're taking the necessary steps to streamline and optimize our business while investing in growth projects that will deliver a strong return on investment. We have a, a clear strategy and plan to take advantage of the si- I'll now draw the meeting to a close. We all look forward to having some time with those of you who are, who are in the room. Copies of the presentation and addresses have been re-released to NZX and are also available on our website. Mā te wā. Thank you.

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