Okay, thanks. Thanks, Andy.
Good morning, everybody. Welcome to Solution Dynamics. I'm John McMahon. I chair the company. It's my pleasure to welcome you to the annual shareholders meeting today. It's obviously being held in person and also online via ComputerShare's online meeting platform. In addition to providing a live webcast of the meeting and access to the documents, shareholders and proxies have the ability to vote and ask questions, and I'll provide details around how to do this shortly. We have the company's directors present today: Julian Beavis, Elmar Toyn, Lee Eglinton, and Andy Preece. Now, SDL CEO Pat Brand is unable to travel, but he is online, and we'll try and make him available for Q&A later in the meeting, although I gather we have a small technical problem with getting audio back from him the way we're structured. We also have our CFO and company secretary, who is Susie Watts.
She's here. We have our auditors, Baker Tilly Staples Rodway, present. We also have our legal advisor, Stephen Labern, and our share registrar ComputerShare. I'm pleased to confirm we have a quorum and therefore declare the 2025 annual shareholders meeting of Solution Dynamics open. The items for business for this meeting and the resolutions to be considered by shareholders were contained in the notice of meeting, which was sent to shareholders on the 16th of October. Please note the usual and important standard disclaimer information, as we will be making and commenting on forward-looking statements today. Our agenda will take us through a range of things. I'll cover off the procedures for voting and questions. There will be an overview of FY 2025, the trends we saw, key financial metrics.
We'll comment on our business strategy and the guidance outlook for FY 2026 and some new product initiatives we have underway. We'll then take any general questions you have. Lastly, having done that, we'll undertake the formal business of the meeting and any other general matters that arise. I'll now explain the voting process. From now onwards, for those online, you'll be able to vote on the resolutions that are to be considered. If you're logged on as a shareholder and eligible to vote, then a vote tab will show on your screen. To vote, simply click on the vote tab and select your voting direction from the option shown on the screen. You can vote for all resolutions at once or by each resolution. Your vote has been cast when the tick appears. To change your vote, select—unsurprisingly—Change Your Vote.
You have the ability to change your vote up until the time I declare the voting closed at the end of the meeting. For those in the room, you will have registered and collected a ballot paper as you arrived at the meeting. Please raise your hand and let Sarah from ComputerShare know if you do not have a ballot paper and one will be brought to you. You may submit questions at any time on each resolution being put to shareholders. To ask a question online, whether it is related to a resolution or on any matter, just click on the Q&A tab as indicated on the slide, type your question into the field, and once you have finished typing, please click on Send to submit it to us. You can submit questions from now onwards, although we may not address them until the relevant time in the meeting.
Note that your questions may be moderated, or if we receive multiple questions on one topic, these will be combined. However, if you do not consider your question has been addressed, please resubmit it, and both myself and the directors and also Pat would be available to have discussions as needed with shareholders following the meeting. Finally, to ensure all shareholders have a chance to ask a question, please limit yourself to two questions. If we run out of time to answer everything, we will make sure that we respond and follow up after the meeting. The Q&A tab can also be used for immediate help. If you need assistance, please submit your query in the same manner as typing a question, and a ComputerShare representative will respond to you directly.
Now, for those in the room, questions will be taken after we've gone through the general business presentation and after each resolution. We do have a roving microphone, so please wait for the microphone to be brought to you and state your name to identify yourself as a shareholder before asking your question to the meeting. Moving now to the business commentary. Last year, SDL navigated macroeconomic and post-war market challenges along with the adverse outcome of the company's largest customer undertaking an RFP, which resulted in it moving to a multi-vendor model, and that required a material restructuring of the business in the second half. Having said that, the company did produce its third-highest-ever profit result of NZD 2.6 million, and that includes the effect of the RFP and subsequent restructuring costs having some earnings impact in the second half.
I would say my thanks to all SDL staff, and particularly Susie and Pat, for navigating through that restructuring. It was a difficult exercise. It was sizable in scale, and I do want to acknowledge and thank all of the SDL staff for their efforts and contribution over that period, and it was a difficult time. Now, if you look at revenue more generally, and ignoring the major customer for a moment, and look at the remainder of the top 10 customers we have got, revenue growth was solid right across the board. While there was additional work coming in from New Zealand councils, much of the revenue gain locally was, in fact, pass-through of higher postage. They are just low-margin pass-through cost onto customers, but that did inflate our revenue somewhat. However, we did also implement a broad-based price increase for FY 2025.
Now, for revenue outside New Zealand, that's increasingly higher-margin volume or click-based SaaS revenue, along with professional services that are private labeled for enterprise partners like Pitney Bowes to resell to their global clients. SDL has seen increasing growth in customer usage, and it has driven revenue and improved margins in that international business as those volumes have increased. As many of you will be aware, global charities were a key market for SDL over the past five years. Significant funding cuts in the U.S. and the U.K. from mid-2025 have driven global cutbacks in marketing by those organizations to their existing donors. We've pivoted resources and focus away from that sector early in the second half of 2025 and redirected investment into marketing communication software in the dental practice management software sector.
Key accounts in North America and U.K. showed solid revenue growth, and international revenue was modestly assisted by the addition of a small marketing services group in the U.S. While general inflationary cost pressure does remain, the labor market is soft, and wage pressure is pretty minimal at the moment. General costs in the second half of 2025 declined by 10%, and overall SG&A costs will annualize to a much lower run rate in FY 2026. We're obviously in a strong financial position in terms of the balance sheet. We've got normalized cash position of around NZD 9 million-NZD 10 million or NZD 0.61-NZD 0.68 a share. We have adopted a conservative balance sheet position following the major customer RFP, but the board is nevertheless very much aware of the current low level of the share price. I would note we have been undertaking some share buybacks.
I would note that the share buyback is only permitted to operate outside usual blackout trading windows and also when the directors are not holding any material non-public information. For part of the current year, SDL was in negotiations to acquire a business. That did not eventuate, but just the very fact of those negotiations did prevent the buyback from operating while that transaction was in progress. We've got an international growth fund co-funding grant from NZ Trade and Enterprise. We got that from late 2023. That operated during FY 2025 for all of the year, and that reimburses up to half of our U.S. market development costs to a maximum of NZD 600,000. Now, that three-year term expired earlier in November 2025, and consequently, the constraint that kept SDL's dividends or distributions, rather, which covers dividends and capital returns, that was kept at 50%. That constraint no longer applies.
Now, to regain earnings momentum, we're investing in new product development, which I'll cover later, additional customer support, and sales resource. The board has examined acquisitions, including submitting an NBIO for one opportunity, but ultimately, that did not progress. All options for shareholder value remain on the table. However, in the near term, the company intends to continue buying back shares, subject to both market conditions and the trading window constraints or material non-public information constraints. Here's just a slide of the key metrics. As I said, net profit after tax was down 7% to NZD 2.6 million, our third-highest result, and total dividends for the year were NZD 0.03 per share, fully imputed. Revenue increased 6.9% to just over NZD 42 million, and that's partly the result of those postage price increases that I mentioned earlier, but also aided by a general price rise at the start of the financial year.
We continue to gain market share in New Zealand, albeit it's in a declining local print and mail market. Outside of the addition of that North American marketing agency, there wasn't much new business from international operations, although existing customers are showing strong growth. While SG&A expenses declined 1.7% year- on- year, their half to one-half to decline was 10%, as I mentioned earlier, and the underlying second half decline was, in fact, larger, but masked by some of the restructuring costs we incurred in the second half. That restructuring process was a difficult exercise. It did cause disruption to operational efficiencies, and it did have an effect on company culture. Certainly, the senior management here have put a great deal of effort into getting that back on track. What's our strategy? It's still digital-first. We continue to lead with that.
We often manage an entire life cycle from data and assets through composition and personalisation through to delivery and response. The main goal for most clients that we talk to now is all about digital transformation to improve their customer experience, improve the efficiency and effectiveness of their print communications. SDL's legacy mailhouse business remains vital, but as I said, it is in a declining market, although we are gaining share. Many of SDL's competitors offer full digital-only or primarily printed communications. Most enterprise customers still require an omnichannel solution. It has to cover both digital and print, and having that complete integrated offering and leading with digital does provide us some modest degree of differentiation, and that is partly why we have been continuing to grow and picking up market share.
While we are digital-first, one of the opportunities is moving upstream to managing and leveraging data and AI to a greater degree. This diagram is a simplified workflow depiction of some of the things we do. Data and assets feed into content creation. That can emanate from multiple sources. It often requires manipulation or validation before use. Content can be quite personalised for individual customers as they require. Omnichannel output delivers it across physical and digital channels. While we lead with digital transformation and our digital volumes exceeded our print volumes, now our digital volumes do exceed our print volumes. Most of the company's revenue in FY 2025 nevertheless actually came from print and mail. That shift from print to digital continues to evolve, but digital distribution is becoming more complex, and in some cases, it is also becoming less effective.
Digital delivery and open rates have become a key area of focus for clients due to spam filters and other filtering from internet service providers. SDL has recently partnered with a leading-edge digital delivery provider to deploy a best-in-class digital deliverability and reporting solution. We began enabling AI capability with the launch of GenComm AI in 2024, and that makes it easier to create those highly personalised communications, helping with language translation at scale, analytics, insights, and recommended actions that can lead to greater business impact. Many of these capabilities are now being leveraged and enhanced in our new Engage product for the dental market. Our annual report noted that SDL had existing vertical market software that provided marketing functionality for dentists in conjunction with a leading on-premise dental software management package provider.
The vendor of that package, Henry Schein, is phasing out its on-premise solution, and it's replacing it with a cloud-based solution. We've hired an exec with significant experience in the dental market. She's based in the U.K., and we've now built an additional MVP or minimum viable product that offers significantly greater functionality and ease of use for campaign marketing than the company's prior product. Our new product is branded Engage. Engage leverages dental patient data to help drive dental practice growth. It makes it easier to run campaigns for new patient acquisition, cross-sell to existing customers, and improving patient engagement. It is a material upgrade on what we've had before, and it provides essential marketing functionality that the core dental management software package that we're interfacing with does not have. In addition to campaign management, there's a built-in AI.
We've built this in right from the start when the product was being designed. That assists with a range of marketing activities and data analysis. The data architecture that we are using does allow us to assess marketing return on investment. In other words, how effective and what sort of return are you getting in revenue terms for the campaigns you're running? This MVP is currently in beta pilot testing with several practices in the U.K., and we're expecting to fully launch with version one during the second half of FY 2026. We've undertaken initial demos at U.K. trade shows. We've seen significant interest, and a corporate dental practice group has already purchased a software license for all its practices.
For more details, we've put the URL that you can click on in the presentation, and that will take you through to a webpage which will explain the product. It's got a short video, and you'll get a lot more information. It should help you understand it better. The data architecture that we've utilised to build Engage means it can be utilised in vertical markets aside from dental. However, the U.K. dental market is where our initial sales focus will be applied over 2026. Importantly, this is probably the first software product that I can say that is not enterprise-focused. It is focused down at the practice level for the individual consumer or dentist to use, and it has the ability to scale beyond a single customer problem or solution. Now, what's Engage about?
It just bridges that gap between practice management for the dentist and analytics by allowing effective marketing campaigns to optimize the practice's financial outcomes. This covers a range of activity, whether it's new patient acquisition, whether it's ensuring existing patients understand their treatment options, and right the way through to monitoring the practice's brand and reputation. It's tightly integrated with Dentally, which is the name of the software package, with the Dentally patient information, and it uses that in conjunction with AI to run targeted marketing campaigns. There's a lot of buzz about AI, so some practical things about what can it do.
In this product, we're using it to assist in a variety of ways: in patient analysis to suggest campaigns for specific treatments, targeting lapse patients, just basic things like answering operational and support issues that users might have, campaign monitoring and feedback, cross-sell opportunities, identifying them, as well as monitoring practice statistics. Additionally, as I said, the link back to the Dentally information provides that ability to track return on investment effectiveness when a dentist runs a campaign or when a corporate group runs a campaign across a range of its practices. What's the rest of the outlook for FY 2026? Firstly, the current financial year has been affected by SDL's CEO, Pat, having a serious family medical issue to manage. That has meant he is currently unable to travel, and he's operating on reduced hours, and he's predominantly focused on international operations.
What that has meant is I've been providing part-time executive support to the New Zealand operations, and this situation does remain under regular review. I can't say much more than that at this point. I would say Pat and the SDL leadership team, they aligned on this dental practice management strategy and Engage development, and they are responsible for hiring our U.K.-based expert in this space, and the team is executing well to plan with Pat's continued oversight. International activities from existing customers continue to remain strong in the U.S. and the U.K., and that will continue into FY 2027. The marketing services agency that we acquired has provided several significant new clients. A notable one is a company called The Hartford in the U.S., which is a large insurance provider.
It is also meant we now have an in-house marketing agency, and that enhances our own marketing capabilities and agility, and it adds marketing creative services to the communication services that we can offer. There are opportunities with Australian councils and the launch of Engage. They are expected to support revenue growth, although neither is expected to be a meaningful contributor or very little in FY 2026. Engage, in particular, will act as a drag on earnings for at least the next 12 months. As previously noted, Engage has already signed its first corporate dental customer while it is still in beta pilot phase. Significant increases in postage rates continue to be implemented by NZ Post. Standard retail mail postage rose 26% at the end of FY 2025. That was on top of a 15% increase the prior year.
Let's be clear, everything that can digitize will digitize, especially transactional mail. It's just heading in that direction, and it's not going to stop. However, the effect—that's for transactional—the effect on marketing-related communications seems less pronounced given the digital overload that we all get into our mobile phones and email inboxes. I think the combination of these trends will likely see SDL continuing to gain market share, probably more so with traditional print-heavy customers who require an omnichannel solution, but they do want to start making that transition and the move towards digital at a faster pace. However, the flip side of that, it also means we face ongoing pressure on margins because there are quite significant margin differentials between print and digital.
On the water, I'm sure everyone in this room is well aware of the council requirements in New Zealand now to start treating water as a separate asset. We've been receiving inbound interest in communications relating to their needs to begin water billing. We already have, as one of our larger customers, Watercare in Auckland. We're well aware of the issues and the needs and the billing needs that those companies have got. We're well positioned to capture a strong share of this market, but I would note it will be some time before councils move from basically their current planning phase through to implementation. I mentioned the share price earlier. It's there or thereabouts with the top end of estimated cash backing per share, effectively subscribing little or no value to the business operations.
The board will continue to buy back shares at current prices, but that's obviously subject to no constraints, such as a trading window blackout or holding any material non-public information. All options for shareholder value will remain on the table. We continue to mature our technology operations over the current year. We've now got accreditations for SOC 2, HIPAA, as well as the ISO accreditation that we already held. SOC 2 is a systems and organization controls certification that's around security framework. HIPAA relates to health information, and effectively, you have to be pretty much HIPAA certified to handle any health information, not just in the U.S., but in other jurisdictions as well. We're also moving a lot of our technology, and that's both apps and infrastructure, up into the cloud. Historically, we've had a lot of it on-prem.
This project's now 62% complete, and that will provide more consistent and robust service levels to customers. We are maintaining guidance at NZD 0.1 million-NZD 0.6 million, so there's no change to that. Underlying trading is currently slightly ahead of budget and suggests an outcome towards the top end of guidance. However, there's clear and increasing pressure on domestic mail volumes from those postage rate increases, and this will continue to place further pressure on margins. Engage is likely to incur some additional unbudgeted costs over the second half of FY 2026. However, the company believes that the product has strong revenue and earnings upside potential, and we are investing in development, product launch, and sales activity around it. That will initially commence in the U.K., but we then expect to expand that activity into the U.S. and into Australia and New Zealand.
The software package we're talking about is a global software package, so it operates across a range of countries and jurisdictions. Lastly, the usual risk and caveats apply to our guidance range. That's the end of the year in review. Before we move to the formal business of the meeting, we'll take questions around what I've just covered.
Thanks. Just in relation—is that working?
Okay. Just in relation to the U.S. marketing business that you took on within the last—what was that?—say a year ago, or so?
It's probably—it is about a year ago now. I think, yeah, it's very close to a year if it's not a year.
How's that progressing, and have they added additional customers or clients to the business?
Mostly, it's been a migration of their existing customers over onto us. They've picked up one or two new clients, but mostly, it's been the existing book of business that's just come across to date.
I've got one back here as well, so I'll just jump to you, and then you come back.
John, you talk about the expenses for Engage in the second half being additional with FY 2026. How have they been expensed, and what's the long-term costs?
Firstly, they have been expensed. We're not capitalizing any development. We're not capitalizing any software. We're not capitalizing any product development. We expense everything as we go. That's always been the policy. It's been the policy since 2012. Everything just hits the P&L straight away. The only other thing I would say, these are folk that are based in the U.K., and anyone who's had the pleasure of traveling to the U.K. lately is probably well aware of what the exchange rate has done. It is now extremely expensive in New Zealand dollars. It's a sizable investment for us. At this point, we're talking probably three and will probably go to four people, I guess.
When you say significant expense, can you quantify that? For this?
Oh, hang on a second. No, off the top of my head, I can't. I'll get back to you with an annualized figure after the meeting, but I'll have to do a little bit of math on that. I'm sorry, Grant.
Thank you. Talking about the dental area, I've got two or three questions in that area. First is, what's the total addressable market in the U.K.?
In the U.K., Dentally has got approximately 8,000 customers. I think in the U.S., I'm going to say it's about 80,000, something like that. It is a sizable market.
Was it 80 times 80?
Yeah, we haven't explored the exact number, but that is a substantial amount.
In the U.K., there's approximately 8,000 practices that utilize this package that we are now hooking into, that we're interfacing with. By the way, that doesn't preclude us from interfacing with other packages as well, but this is the largest. It is the market leader. At Henry Schein, if you look it up, it's a U.S.-listed company. It is the global leader in dental practice management software.
What's the competition like in that area for dental?
For dental, for the particular thing we're doing, not much. Not much in the U.K. There is an ecosystem around the package that provides a range of different functions. There are all sorts of ecosystem providers. In other words, the Dentally system is more about managing the practice. There are a range of other add-ons that have to do with marketing, with analytics, with a range of extended care options. There is quite a little ecosystem that sits around this package that's quite well developed. One of our go-to-market strategies is, in fact, we're now talking to a number of these ecosystem partners because we do a bit that they need, and they do a bit that we need. Effectively, they're almost a go-to-market channel for us.
The third one is, how do you actually talk to these dentists? Are you going through intermediary sales agents, or are you going through your own people?
Okay, there's two ways we're doing it. The first is, as I've just mentioned, the go-to-market strategy of using other ecosystem providers. There's one we're talking to, which has got, I think, about 2,500 practices, and they do a lot of analytics. Out of that analytics comes a lot of recommendations, but there's no one at the next step to actually do the recommendation, to take that and make that actionable in terms of something you send to the customer or how you get a greater share of your customer's wallet. The second channel is, surely the going-round individual dentists is not my idea of fun. We've hired someone who has got very good—she's due to start probably second quarter next year—who has got a very good contact base in the corporate dental groups. Dentistry has corporatised to quite a high degree these days.
You do not actually have to go and sell to Lumineux, the dentist in Remuera. You can go and sell to Lumineux head office. If they like it and it has got functionality, they will tend to buy it and roll it out across their practice. The first customer we have got, the one that signed up for the beta pilot, is just a small group of 15 or 16 practices in the U.K. The owner of it has indicated he expects to expand that by adding at least another three practices next year. It is very targeted. There are specific ways to get to reasonably good size blocks of customers. The dentists also surprisingly hold a large number of trade shows. We have been hitting them. We have demoed at a couple of trade shows already, just showing off the MVP.
Thank you.
Question?
Thanks, John. The board has obviously put in quite a bit of investment in this vertical. I'm not sure if you're going to talk about it later, but what sort of percentage of our sales will this present in, say, five years' time? Do you project that?
Yeah. I do not think I am going there, Mario. Having said that, look, you can kind of work it out. There are about 8,000 practices. In the U.K., there are about 8,000 practices. I think across Australia and New Zealand, there are probably another 1,500 practices. There are tens of thousands of practices. This is just for one package in one market. The way this is architected is it is architected in a way that once we API with a particular solution that we want to, and we are providing the campaign functionality for it, once we are APIing within that, we can take it wherever that package exists. We are talking about dental. Dental, I guess, is the starter for 10.
The objective is to get it going in the U.K. first, get the kinks ironed out, then also start selling it in Australia and New Zealand, and start selling it in the U.S. I mean, they're the far more attractive markets that we have, or the U.S. in particular. Having said that, we're not restricting ourselves to dental, but we have to walk before we can run. I can't actually answer your question. Put it this way, it's substantial enough. We think it's substantial enough that we're prepared to invest the time, effort, and money to have a shot at it.
Okay. You're going to a market, which is obviously quite a good market. You're investing quite a bit of money. Do you have any metrics, like cost of acquisition, lifetime value? Is there anything that the board or someone's presented, and maybe you're going to show it now, why you've gone into this market and what our metrics are and how the board will measure the performance of the team?
We've got a paper that's going to be coming to the board very shortly, just covering off all that. I mean, we did some initial work. We did some initial budgets. So we made sure we knew how long we thought it would take to get payback. The budgets are reasonably conservative, I think. We have a very clear idea of how long the payback is. Again, that's only within the one market we're looking at. This is something where the architecture, the data architecture allows us to take it beyond dental. Dental was effectively the first cab off the ramp. We knew the market. We had access to expertise that we could hire, and that was where we started. I hope it's not where we finished, Mario.
Thank you.
John, I might just follow on on that theme, actually, from Mario. Last year, we had quite a sort of strong presentation, if you like, on AI translation. As a sort of backdrop to Mario's comments, perhaps, what was the sort of spend like on that, and what are we getting as a return on that? That's question one, and then the other one I'll come back to is capital.
I don't think the spend was an awful lot on that because it was a case of bundling what we had into existing workflows. What we're tending to find now is you don't sell AI as a solution. You're selling AI as a productivity enhancer within an existing product. We've basically progressively been building it back into a variety of products that we have. Obviously, with Engage, that's the first one where we've built it in from the ground up. Part of we've got this language translation functionality now in a range of places. We haven't spent an awful lot of money on it. It's probably been more, I would say, a case of it's functionality I think you now have to have. It's just become table stakes to retaining customers.
I don't think it's necessarily a—unless you're an AI company like Nvidia itself, I don't think it's necessarily a huge winner in terms of creating an individual AI product.
Capital management in terms of the NZTE, whichever one it is, that grant is over?
That's finished. It finished earlier in November. It finished earlier.
Are you applying for the U.K. for that, or are you going to leave them alone and then look at maybe doing something more with the middle policy?
A couple of comments. Yeah, I think we could have another look at applying for it. Although the rules and criteria for applying for those growth grants have now been significantly tightened, the money pot that's available for those has significantly reduced. The government has tightened its belt. It's not clear to me that we would qualify or we could get one. We've had several bites at that over the years, and I don't think we'd get another one. Oh, well, we should explore it, but I don't think we'll get another one. The second part of that then is, what does that mean for capital management? I think at the moment, we've still got our dividend policy, which is we'll pay 75%-80% of earnings out on a post-tax basis. We haven't changed that. Although having said that, we haven't reviewed it either.
What we have done in the short term is said, given where the share price is, we would have a strong preference to do something which was long-term accretive, such as acquiring stock if we can continue to acquire it at or near the current share price. Because as I said, if it is near cash backing and there is a little value being ascribed to the business operations by the market, then I think that would be where I would have that one as the first cab off the ramp for what I would want to use the cash for.
Excuse me, Susie. Can I just raise an issue with Sarah? We just had a comment from the online. People are saying they can't hear the questions from the speakers. I'm not sure if I could ask the speakers just to hold the microphone close. Failing that, maybe there's a malfunction.
I can repeat the question.
Yeah. Absolutely. Thank you. Sorry.
You just talked. Can you hear? Is that coming through?
We'll check.
You just talked about capital management. The opportunity you looked at, which you did not proceed with, does that mean that you have a formal or informal process for looking for new acquisitions? Have you got a recruitment management?
No, we haven't hired an investment banker if that's what you're asking. No, it has tended to be more informal. We've got a range of contacts across our director base and across our management team. Even the amount of cash we've got won't get you a long way in terms of an acquisition. If we can find one that's transformative, yes, we'd definitely look at it and like to do it. I'm also conscious that the highest value growth we can get is organic growth. Again, that's probably the priority, at least in the near term, is to make sure we get Engage going over 2026.
Very general sort of question. It concerns me that the company doesn't have a very clear direction. It's a bit of this and a bit of that and declining income from the generation where profit's coming from mail and the need to ramp up your other stuff in order to get—so your GP is under enormous threat. In addition to that, you've got this new product coming online, which seem to be hanging all your things to at the moment. We don't really have much of a leader either. We've got a CEO who's half-time, and there's lack of clarity about where he's going, where he's coming, and he's expensive. Is he being paid fully?
No, not at the moment. No. For reduced time, he's on reduced pro rata reduced comp. In terms of his position, that remains a work in progress. It is under regular review. The board does talk about it, and I talk to Pat about it regularly. We have to let this, given the health issue, I can't make any further comment at this point.
I understand you've got those privacy issues. But as a board and as directors, you need to have the company being firmly led by somebody at this critical part of its development. It's got an enormous change that it's got to deal with, and it needs a CEO that's fully engaged with the business.
I would say Pat is completely and fully engaged with the international operations. It's more the fact of his inability to travel means his ability to engage with the local New Zealand operations is the bit that's come under pressure. That's where I've stepped in to do cover for that. Yeah, this will have to resolve at some point, and it will. I'm not sure what I can add to that. I'm sorry.
What about the mix of business? Essentially, it's the gross profit. How do you get the gross profit? Because you're now having less margin, which means you need a lot more sales. That's sort of just a fundamental basis of your—and you're looking at a pretty much break-even situation that you're planning for the next year. NZD 100,000-NZD 600,000 to me is break-even.
Yeah. To be fair, having gone through the restructuring, I agree with you. This is our transition year. It's a difficult year. Going back to Pat, Pat is driving most of that Engage activity because a lot of that is happening in the northern hemisphere. It's out of the U.K., and he's directly overseeing that. I think he is very heavily involved in that. You're right. We're under pressure in the domestic mailing market here. All mailhouses are. It's a difficult market. That is just increasing our focus on we have to move into higher value solutions that are digital and software, which is where we're going. We're in the transition phase around that at the moment. We already have some existing enterprise solutions. We have solutions in places like Pitney Bowes, and that is showing extremely good growth.
It is an enterprise solution for a single customer as opposed to something which we can scale. Historically, that's what we've been very good at, building enterprise solutions, but not very good at building B2C solutions. That's what we're building now.
Anything else in the room?
Anything on?
Yeah, we do. Yeah, we've got a couple of questions from three, in fact. I think I could probably combine two because they're at the same thread.
I'm not taking my own advice. Apologies. The first one is from Shareholder Role, John Derroux. There are two questions. Your growth is slow. This is the first one. What are the longer-term growth prospects? The second one, which is probably a good segue, is what are the opportunities to buy add-on businesses? I guess the two are combined because M&A is a ratio of organic growth and opportunities to growth.
Yeah. Sorry, just repeat the first question again. First question, your growth is—first is a statement, your growth is slow. The second is the question, what are the longer-term growth prospects? The longer-term growth prospects, to be blunt, will probably hinge on how well we execute with something like Engage or other software development that we do. We think we've got a software architecture that will let us do marketing communications across a broader range than just dental. Dental happens to be where we're starting. We won't make a forecast, and we don't make a forecast around that. We're confident enough that there is a market niche and a piece of functionality that no one else is filling that we have grabbed. It's a large enough space in that segment that we're very confident that we can make money out of it.
Execution risk, over time, will tell how much money we can make out of it. We will get growth, but we're not forecasting what that number will look like at this point.
Thank you. The second part of the question is, what are the opportunities for add-on, so M&A?
Yeah. As I said, we've looked at a couple of things. It's difficult to find, it's difficult to find something that fits us, suits our style, and will be complementary. We're in a particular, we're in a niche. We're looking, and we've looked at a range of things, but nothing has actually ticked the box of everything's lined up that it's a suitable deal to do. We'll keep looking, but it's probably more opportunistic than anything else at this stage. Right now, we're more focused on execution.
Thank you, John. The last question online, which is probably a good segue into the votes, is from Grant Diggle of the New Zealand Shareholders Association. He says that he notes the last director appointment was 2019. Does the board have a succession plan? If so, what are the plans to renew and refresh the board?
The board has a discussion each year around what the skills are that we need. I would say it can be difficult to find directors for microcaps in particular who've got particular skill sets in certain niches. I think we're actually extremely lucky to have the folk that we do around the table. Elmar has been in the postal industry for much of his life. He was Deputy CEO, Deputy Chair of Royal Mail when it privatized. Lee had a long career at IBM. I've worked across a range of financial market institutions and in several businesses, including some in the media. Julian's got a range of commercial experiences, particularly in North America, where a lot of our operations are. He's also got a background in tech earlier in his career as well. I think we're quite well covered.
I tend to look at it in terms of skills, the skills matrix that we're trying to cover off. Have we covered off markets? Have we covered off financial? Have we covered off tech? Have we covered off print and mail? Andy used to run the largest print and paper merchanting business in Australasia. We have a lot of experience around this. The short answer is there are no near-term changes planned that I can think of. That's it. All right. We will now move to the formal business. Voting is by way of poll. Once the votes have been cast, they will be counted by Computershare. The results of the meeting will be released on NZX on completion of verification of voting. As a reminder, you have been able to vote since the meeting opened.
A vote tab will show on your screen if you're eligible to vote, and that will show you the list of resolutions that you can vote on. All the resolutions today are ordinary resolutions and are required to be passed by a simple majority of votes. Proxies have been appointed in respect of approximately 1.5 million shares, and that represents around 10% of the total shares on issue. The majority of these proxies have been directed. In my personal capacity, and as Chair of the meeting, I hold proxies carrying around 1 million votes or about 6.8% of the total shares on issue. Now, the first resolution relates to the re-election of Lee Eglinton. NZX Listing Rule 2.7.1 requires that companies' directors must not hold office without re-election past the third annual meeting of shareholders following their appointment or three years, whichever is longer.
Lee will retire from office at this year's annual meeting, being eligible. She offers herself for re-election as a director of the company. Her biography was in the notice of meeting. I'll take that as read and ask Lee to say a few words.
Thanks, John. Thanks, shareholders. I don't take this as a given, re-election, and in fact, have personally taken quite a bit of time to consider whether it's the right thing for me or for the company. To add to John's comments around where the company is at and its evolution, I think that the three key things for me where we're at the last two years have been quite challenging as a board to navigate. My experience, not really at IBM, but running an IBM business partner service, is probably the most relevant experience as leading that business for six years brings the experience to what I had to do and pivot and change and redirect. It feels very similar to what we're facing. I think the three key things for me is we need to revisit our three-year strategy and our focus.
We need to execute on Engage and know where that's taking us and what the next three of those are because the biggest thing in this sector at the moment is the competition trumping at your heels. I think that those are two key things and making sure that we've got the leadership capability to execute. I feel, given a bit of my history, I thought I'd take the harder road and put myself back up for re-election to take on those challenges.
Are there any questions for Lee? Okay. In that case, I move as an ordinary resolution to re-elect Lee Eglinton as the director of the company. Please cast your vote if you have not already done so. Resolution two relates to the re-election of Elmar. Again, NZX Listing Rule 2.7.1 requires the company's directors must not hold office without re-election past the third annual meeting of shareholders following their appointment or three years, whichever is longer. Elmar will retire from office at this year's annual meeting and, being eligible, he offers himself for re-election as a director of the company. His biography was in the notice of meeting as well. I will take that as read and just ask Elmar to say a few words.
Thank you, Lee. Good morning, everyone. I too have seen the company go through this difficult time. I think I can see it from your point of view. My own background as a manager and then on a number of other boards, I think, brings some experience of understanding the perspective from the management point of view and understanding the perspective from the governance point of view. I'd certainly look for your support to continue in that role, to continue to be able to see this evolution of the company. In my own experience and other things that I do, I'm still closely related to the postal and logistics sector. I participate as a judge in numerous logistics and innovation awards and can see the emergence of the new technologies, the sort of things we've been talking about here.
I can see how that's affecting that underlying, firstly, postal sector, if you like, and that communication sector and how that's evolving. I would like to think that that experience is something I can bring to the board that you would value. I look forward to seeing how the company is going to emerge from the challenges that we have now, how we're going to embrace the new technology and move into AI, which I've certainly been spending a lot of time thinking about and thinking how that's changing the workforce, the way businesses use information, how they continue to get value from that. I would like to continue with the company and see it through this next phase. Thank you.
Are there any questions for Elmar?
Excuse a moment, John.
Thanks. Just regarding the two directors that are up for re-election, I'm interested in the reason that you don't really have particularly big stakes in the company or, if any at all, yourself, Elmar. Thank you.
That's a really good point. I can point to other companies I've been on, Europe, very, very big corporates where I've been a non-exec director, where it's actually a discouragement. In fact, the directors are discouraged from taking shareholding, and the purpose being that complete sense of independence. I was on a very big company, the board of DHL, the world's largest logistics group. They specifically talked about this issue and specifically felt that the director's independence was better placed. I've maintained that as a point of view. It's not to do with financial issues. It's a view that I'm independent, that I can see it from your point of view as a stakeholder in that business, but there are other stakeholders as well, the management team, the sort of environment that we're working on.
It, for me, is a personal issue that is, in fact, in place in other companies.
Just to clarify, I am a shareholder also. Not a.
That was the level of shares
Yeah. [audio distortion] .
Mr. Chair, I'd just like to counter that. Constellation Software, which is one of the most successful companies in the world, their directors are encouraged to have very substantial shareholdings in that company. That has been an extraordinarily successful company for its staff and its owners over the years. I would challenge that, that concept that you have. Maybe the board can think further about that. The board collectively holds a lot of shares. It's just that they're rather focused in one spot. To me, what we haven't talked about at all is the concept of incentives across the management team and the incentives for the board. To me, a highly incentivized leadership team is going to generally outperform others. That's my knowledge. Constellation Software is one that you talk a lot about that.
Yeah, I'm very familiar with Constellation Software. You're right. It's been a great success story. There are a range of short-term incentives that we run for execs. We have also historically run an ESOP, an equity share ownership plan, for the executive team as well. It's a mixture of short-term and long-term incentives at the management level. I'm not a fan of compulsion around directors buying shares. I can see both sides of it. I sit on a number of other boards as well. I have several other fellow directors on other boards who have a very similar philosophy to Elmar. They specifically have a policy of not buying any shares on anything they sit on. Others have got a policy of, "I'm here.
I want to make money, and I should be incentivized and aligned in the same way. All I would say is I'm comfortable as long as there is a balance across the board, across the broader board around ownership versus non-ownership. I certainly wouldn't like to see a company where no one owned any shares. I probably can't say anything, but I'm not a fan of compulsion either. It's up to each individual director to make their own decision.
John, just to support Elmar on your point, I think from a, I chair the Audit and Risk Committee. There's a governance perspective here as well with regards to, I've sat on boards, major corporates, where we have been precluded from. I've also sat on boards that have been taken over by private equity where they've enforced that a proportion of the board realm must be on incentive. In that instance, there's a whole raft of, as I know you know, governance issues from a shareholder association perspective. All of those have to be balanced. I'm with Elmar. I am a shareholder because this company allows me to be, but I've been on equal amounts of public company boards where I've been precluded.
All right. I now move, as an ordinary resolution, to re-elect Elmar Toime as director of the company. Please cast your vote if you haven't already done so. The last resolution is number three relating to the auditor's fees. Baker Tilly Staples Rodway is the existing auditor of the company and automatically reappointed by virtue of Section 207(t) of the New Zealand Companies Act 1993. The proposed ordinary resolution is required to authorize the directors of the company to fix the auditor's remuneration for the purposes of Section 207(s) of the New Zealand Companies Act 1993. I now move, as an ordinary resolution, that the board be authorized to fix the remuneration of the company's auditors for the 2026 financial year. If you haven't already done so, please cast your vote now.
For those of you in the room, there is a ballot box about to come round from Computershare. Could you please just hand your ballot in, and then we will proceed with the counting.
Sorry, just maybe the last point on all of that remuneration and directors and things, it matters. You guys nobly took a pay cut through the restructure and to be commended for that because that's not often you see that. Is that still in place? What to where? Is there a discussion around that at some stage next year?
That is still in place. We'll probably review it next year at some stage. I've always just wanted to see this company get back to what I think of as an acceptable level of profitability, and we're not there yet. Everyone will have a discussion. Everyone will have a view on it around the table, I would say. It'll be a discussion for next year.
Thanks. Okay. Just for general business, that concludes the resolutions. As a reminder, once the votes have been verified and counted by Computershare, the results will be released on NZX. If there are any final questions, now is your last chance. Nothing comes through online, Andy.
That's it, John. Thank you.
All right. We have no further questions. Thank you for attending our meeting today. Look forward to seeing you next year. I now declare the meeting closed, and there is now some morning tea and refreshments in the foyer of the building. Thank you.