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OFX GROUP LIMITED — AGM Information 2024
Jul 31, 2024
65487_rns_2024-07-31_4a99dadd-b2b4-440e-88c7-04113c5f7f2b.pdf
AGM Information
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Annual General Meeting
1 August 2024
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OFX Group Limited ABN 12 165 602 273
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Welcome
For technical support during the meeting call +61 2 8667 9160
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Agenda
- 1 Chair’s Address
2 CEO & Managing Director’s Address
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3 Formal Business
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4 Questions
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5 Close
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Chair’s Address
Patricia Cross AM Chair
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CEO & Managing Director’s Address
Skander Malcolm Chief Executive Officer and Managing Director
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FY24: results in line with guidance, strong execution
$227.5m
$20.8m
$64.6m
$68.2m
Underlying EBITDA[2] up 3.4% (up 8.2% ex-Paytron)
NOI[1] up 6.3%
Net available cash up 1.2%
B2B new revenue up 21.8% Marketing pivot to B2B and onboarding investments driving strong originations
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Continued cash
generation, healthy
balance sheet,
supporting future
growth
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Margin growth and strong interest income, offset by lower end macro drivers impacting revenue
Disciplined cost control and synergy realisation delivering operating leverage[2]
1 NOI $227.5m includes Paytron of $0.6m 2 EBITDA $64.6m includes Paytron of $(3.0)m. EBITDA excluding Paytron $67.6m
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Target B2B clients need more than just low-cost payments
However, workflow and tasks around payments incur more pain and cost than the payment itself …
… OFX can now solve these pain points and reduce more cost …
For payments, target ICPs[1] are looking for:
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Competitive pricing +
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Ease of use (digital first)
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FX ----Global wallets ----Cards -----
and OFX differentiates through
AR/AP Global payment solutions & integrations ----Global expense management -----
Human service when they need help
Reduce my costs through FX risk management
Risk management
1 Ideal Client Profile (ICP)
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Our new client platform live in Australia in 1Q25
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Expanded product set
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FX focus with global wallets Multi currency Corporate card AR/AP Global payment and workflow solutions
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Global expense management Accounting software integrations
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FY25 Update
FY25 NOI growth rate drivers
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11.9%
● + Margins ~10%
● + New revenue
● + Non-FX revenue
6.3%
● + 3 additional
trading days
Organic 3- FY24 FY25
year CAGR [1]
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Potential Headwinds and Tailwinds
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Subdued return of Higher than expected Corporate confidence, margin expansion, ATVs revenue Risk environment Volatility driving deteriorating, losses Consumer, revenue
FY25 outlook reaffirmed
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NOI in line with expectations - Corporate business confidence mixed, declining interest rates now expected
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Margins, Operating Expenses (including losses) and Underlying EBITDA in line with expectations
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Integration of Paytron on track – new client platform live, encouraging early results
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Medium term outlook
(1-3 years)
10%+
NOI annual growth
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28-30% Underlying EBITDA margin
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1 This is an estimate of the organic 3-year CAGR which excludes Firma and Paytron NOI
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Formal Business
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Patricia Cross AM
Chair
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How to vote online
Step 1: Complete the voting card
During the meeting, the Chair will indicate that the voting is open and the voting card will be shown.
The voting card can be repositioned on your screen.
There are 6 items to be voted on. To submit your voting card, you must select one of the following options for each item:
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For
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Against
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Abstain
Please use the scroll bar on the right-hand side of the voting card to view and respond to all items on the voting card.
Step 2: Submit your vote
After completing all items in the vote, please click the Submit button at the bottom of the voting card
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How to ask questions online
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Step 1: Select the Q&A button in the menu bar
Navigate to the lowest section of your Zoom window and the bottom menu bar will appear.
Click on the Q&A button, shown to the right by the orange circle.
Step 2: Enter your full name, shareholder number/proxy code and either:
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type your question into the space provided; or
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indicate you will ask your question verbally.
As only shareholders and proxyholders can ask questions, your name and shareholder number or proxy code must be validated before your question can be asked.
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Item 1. Financial Statements and Reports of the Directors and Auditors
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To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report for the Company for the financial year ended 31 March 2024. There is no vote on this item.
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Item 2. Re-election of Ms Cathy Kovacs
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To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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That Cathy Kovacs, who retires in accordance with Article 47(a) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.
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Cathy Kovacs
BComm and MAppFin, GAICD
Member of the Audit, Risk and Compliance Committee; Member of the Nomination Committee.
Cathy is an experienced company director operating in the financial services and education sectors. Her executive career was spent in the financial services sector, where she held senior leadership positions at Westpac Banking Group, Ellerston Capital, Macquarie Group and Bankers Trust. Her executive experience covers equity markets, wealth management, retail and institutional banking and corporate development. She has deep expertise in fintech strategy and M&A, having advised companies both large and small, on strategic investments, strategic partnership, and fintech innovation and disruption.
Current directorships (Listed companies):
Director: Hub24 Limited Director: Magellan Financial Group Limited
Previous directorships (Listed companies):
Nil
Interest in shares:
73,000 ordinary shares
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Item 2. Re-election of Ms Cathy Kovacs
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 167,715,684 99.90% |
92,200 0.05% |
70,039 0.04% |
167,877,923 | 20,000 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Item 3. Re-election of Mr Robert Bazzani
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To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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That Robert Bazzani, who retires in accordance with Article 47(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.
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Robert Bazzani BSc, LLB, MBA Chair of the Audit, Risk and Compliance Committee; Member of the Nomination Committee. Rob is an experienced non-executive director and business leader, with over 30 years’ experience in corporate finance and corporate advisory. Rob’s prior professional experience includes 21 years with global consulting firm KPMG in multiple senior roles.
Current directorships (Listed companies): Chair: Mach7 Technologies Limited Director: Keypath Education International Inc Previous directorships (Listed companies): Director: Class Limited (2020-2022) Interest in shares: Nil
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Item 3. Re-election of Mr Robert Bazzani
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 167,171,942 99.59% |
615,942 0.37% |
70,039 0.04% |
167,857,923 | 40,000 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Item 4. Re-election of Ms Jacqueline Hey
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To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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That Jacqueline Hey, who retires in accordance with Article 47(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.
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Jacqueline Hey
BCom, GradCertMgmt, GAICD
Chair of the People, Culture and Remuneration Committee; Chair of the Nomination Committee
Jacquie is an experienced non-executive director and international business leader, with extensive experience in the telecommunications, financial services, media and technology sectors. Jacquie’s prior professional experience includes over 20 years with IT and telecommunications company Ericsson in multiple senior positions globally and in Australia.
Current directorships (Listed companies):
Nil
Previous directorships (Listed companies):
Chair: Bendigo and Adelaide Bank Limited (2019-2023, Director 2011-2019) Director: Qantas Airways Limited (2013-2024) Director: AGL Energy Limited (2016-2022)
Interest in shares:
17,327 ordinary shares
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Item 4. Re-election of Ms Jacqueline Hey
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 167,756,884 99.93% |
51,000 0.03% |
70,039 0.04% |
167,877,923 | 20,000 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Item 5. Remuneration Report
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To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
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That the OFX Group Limited Remuneration Report for the financial year ended 31 March 2024 be adopted.
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This is a non-binding advisory vote.
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Item 5. Remuneration Report
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 163,748,306 98.68% |
954,573 0.58% |
1,231,444 0.74% |
165,934,323 | 20,000 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 Short Term Incentives
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To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:
a) the issue to Mr John Alexander Malcolm, Chief Executive Officer and Managing Director, of 174,113 performance rights under the OFX Group Limited Global Equity Plan in respect of his FY24 Short Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and
b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights.
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Item 6. Issue of Performance Rights … FY24 STI
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 164,507,585 99.59% |
609,142 0.37% |
69,039 0.04% |
165,185,766 | 490,131 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Item 7. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 Long Term Incentives
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To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:
a) the issue to Mr John Alexander Malcolm, Chief Executive Officer and Managing Director, of 658,954 performance rights under the OFX Group Limited Global Equity Plan in respect of FY25 Long Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and
b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights.
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Item 7. Issue of Performance Rights … FY25 LTI
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Votes
| For | Against | Discretionary (Open) Votes |
Total | Abstain |
|---|---|---|---|---|
| 164,508,585 99.59% |
607,142 0.37% |
70,039 0.04% |
165,185,766 | 490,131 |
Figures relate to votes lodged up to 2:00pm (AEST) on 30 July 2024.
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Questions
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Patricia Cross AM Chair
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Thank you
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The material contained in this document is a presentation of general information about OFX Group Limited (Company) and its activities current as at 1 August 2024. Material is provided in summary only and does not purport to be complete. The material contained in this document has been prepared without taking into account the investment objectives, financial situation and particular needs of any particular person and should not be taken as advice for investment purposes or a recommendation in relation to the Company.
Certain statements in this document relate to the future, including estimates, projections and opinions. Such statements involve known and unknown risks and uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different from expected future results, performance or achievements expressed or implied by those statements. Many of these factors are beyond the Company’s control, and the Company does not give any warranty, express or implied, representation, assurance or guarantee that the events expressed or implied in any forward looking statements will occur or will prove to be correct, and you are cautioned not to place reliance on such forward looking statements. Subject to applicable disclosure requirements, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of publication of this document. Past performance information is given for illustrative purposes only and is not an indication of future performance.
The Company makes no warranty, expressed or implied, concerning the accuracy, reliability, adequacy or completeness of the information and opinions contained in this document. To the maximum extent permitted by law, no responsibility for any direct or indirect or consequential loss arising in any way (including by way of fault or negligence) from anyone acting or refraining from acting as a result of reliance on the material in this document is accepted by the Company or any of its related bodies corporate, affiliates, directors, employees, officers, partners, agents and advisers or any other person involved in the preparation of this document.
This document has not been subject to external auditor review.