Home / Transcripts / Data#3 Limited (DTL) · October 28, 2026

Data#3 Limited (DTL) Earnings Call Transcript

October 28, 2026

ASX AU Information Technology IT Services shareholder_meeting 63 min

Earnings Call Speaker Segments

Mark Gray executive
#1

[Presentation] Good morning, ladies and gentlemen. My name is Mark Gray as Chair of your Board. I'd like to extend a warm welcome to all shareholders and guests joining us today at our head office in Brisbane for the 2026 Annual General Meeting of Data#3 Limited. This is a hybrid meeting with in-person attendance and live streaming. I'd like to start by introducing your Board of Directors who are with me today, our Managing Director and CEO, Brad Colledge; Mark Esler, Non-Executive Director, who has been on the Board since 2019; Bronwyn Morris, AM, Non-Executive Director since December '24; Diana Eilert, Non-Executive Director since July 2025; and and Laurence Baynham, Non-Executive Director, who rejoined the Board in July 2025. Also in attendance are members of our executive management team; Cherie O'Riordan, Chief Financial Officer; Terence Bonner, Company Secretary and General Counsel; and Tash Wick, Chief People Officer. We also have in attendance, Haley Harpha, Chief Counsel and moderator for the online questions today. I'd also like to welcome Ben Woodbridge and Rebecca Otto, Rebecca is up the back there, representatives from our independent auditors, PricewaterhouseCoopers. Now for the formalities of the meeting. I note there is a quorum present. I declare the meeting open. The notice of the meeting was dated 22nd of September 2026, and the meeting has been properly convened. In the Notice of Meeting, we set out 4 resolutions to consider, which are shown on the slide. Please note that only shareholders, proxy holders or shareholder company representatives may vote on the resolutions. I'll shortly start today's proceedings with a summary address and then invite Brad to address the meeting before we move on to the formal business of the day. Turning then to my address. The company delivered another year of solid above-market growth with record gross sales of $3.4 billion and earnings before tax, $78.8 million. This performance continues Data#3's track record of adapting to evolving technologies and markets while delivering consistent growth in sales and earnings. Since listing in 1997, Data#3 has delivered sustained earnings per share growth maintained a high dividend payout ratio and generated strong share market appreciation for shareholders. Over the past 5 years, from FY '21 to FY '26, we've achieved compound annual growth rate of 11.6% for gross sales, 9.4% for gross profit, 16.3% for basic earnings per share and 16.3% for dividends per share. Again, these are compound annual growth rates. That consistency reflects the strength of our market position. the breadth of our vendor and customer relationships and the strength of the recurring nature of a growing share of our business, with around 70% recurring revenue anchoring our performance. It's the aim of the Board to maintain steady, reliable and consistent growth into the future. A Board renewal process that was supported by an independent recruitment consultant was completed by the end of FY '25. Diana Eilert and Lawrence Baynham were appointed by the Board as nonexecutive directors effective 1 July 2025. Both were elected by shareholders at last year's Annual General Meeting, as was Bronwyn Morris AM, who joined the Board in December '24. Their appointments have strengthened the Board's mix of skills, industry experience, continuity and strategic perspective. In line with these appointments, the Board continued to enhance and embed its governance framework during FY '26. We progressed our approach to Board composition and succession planning and updated committee responsibilities to support the company's evolving strategy and governance priorities. The Remuneration and Nomination Committee was renamed the People Remuneration and Nomination Committee with a broader remit, including people and culture, the use of AI, the oversight of workplace and whistleblower frameworks. Diana Eilert commenced chairing this committee in November 2025, and we approved an updated committee charter with effect from 1 July 2026. The Audit and Risk Committee continued its focus on financial reporting, risk management, compliance, cybersecurity and compliance with sustainability reporting requirements. Capital management remained a key for for board oversight during the year. Data#3 continues to maintain a conservative, debt-free balance sheet and a strong liquidity position, with growth historically funded through internal working capital. The Board endorsed a new capital management framework this year designed to preserve financial resilience and to fund operating requirements and investments that support organic growth and deliver consistent shareholder returns. The framework recognizes the importance of maintaining flexibility to respond to seasonal working capital requirements, market opportunities and potential strategic growth initiatives. The company has maintained historically a high ordinary dividend payout ratio and remains focused on delivering attractive, fully franked returns to shareholders while balancing the need to fund growth and long-term value creation. During the FY '26 year, the board continued its practice of visiting interstate branches, including trips to Perth, Adelaide and Canberra, which continue to provide an opportunity to hear from local staff, the local management team and connect with their customers. Through this, we gained first-hand insights about customer projects in these locations. During the year, I also took the opportunity to visit our office in Hobart during a private visit to Tasmania. In accordance with our constitution and the ASX listing rules, I retire by rotation at today's meeting and being eligible, offer myself for reelection. Shareholders are also being asked to consider an increase in the maximum aggregate fee pool available to nonexecutive directors, which has not been changed since 2022. Both resolutions are explained further in the notice of meeting. As I end of my fourth year as Chair of the Data#3 Board, I remain privileged to serve in this role and to work with such a capable board and management team. Turning now to the financial highlights for FY '26. Data#3 delivered another record result achieving gross sales of $3.4 billion, up 12.7% on the previous year. Growth was delivered across most business units and statutory revenue increased 6.4% to $907.3 million. Total gross profit increased 5.3% to $305.2 million, and the internal cost ratio improved from $79.7 million to 77.5%, reflecting operating leverage delivered through automation, the adoption of AI and a continued focus on efficient execution across the business. Earnings before interest and tax increased 16.6% to $69.8 million, and profit before tax rose 14% to $78.8 million. Net profit after tax of $54.5 million was up 13.1%, representing basic earnings per share of $0.35. Total fully franked dividends for the year were $0.3175 per share, up 13% and a payout ratio of 9.3%. In FY '26, our balance sheet remains strong and debt-free with net assets of $95.2 million and a cash position of $326 million at 30 June 2026. Net cash generated from operating activities was $23.3 million, with the movement on the prior year, reflecting primarily the timing of customer receipts in the peak trading month of June. From a strategic plan perspective, we were pleased with the progress made in FY '26 on our strategic priorities as part of the rolling 3-year plan, which Brad will touch on shortly. During FY '26, we strengthened our ongoing planning processes to improve the identification, analysis and prioritization of investment initiatives to support our strategy. This carbonated in the sovereign 247 Security Operations Center proposal and the AI practice initiative, which formed part of our plans for FY '27 and beyond. This month, we've already commenced our new strategic planning cycle with a view to working out further initiatives to power our continued growth into FY '28 and beyond. In summary, the business continues to deliver on our strategy of consistent and reliable growth. The success of Data#3 in FY '26 is underpinned by the expertise of our people and their dedication to our customers. I'd especially like to thank all employees for their commitment and contribution to delivering the strong result. I'd also like to thank our Board for their continued support and guidance. And finally, I'd like to thank our shareholders for their ongoing support and trust in Data#3. Your confidence enables us to continue investing in solutions. People and innovations positioning the company for sustained long-term growth. In May this year, we were deeply saddened by the southern passing of Richard Anderson OAM, a foundational figure in Data#3's history. Richard served on your board for 26 years, including 23 years as Chairman and his calm leadership and stewardship we're instrumental in shaping the company into the national organization that it is today. On behalf of the Board and everyone at Data#3, it's important we acknowledge Richard's Sterling service and extend our ongoing gratitude for his outstanding work and his enduring legacy. Before moving to the formal resolutions, I'd like to hand over to Brad Colledge, our MD and CEO, and who will further provide further detail on the operational performance for FY '26 and the outlook for the current financial year.

Brad Colledge executive
#2

Good morning, ladies and gentlemen, and thank you, Mark. It's my pleasure to welcome you again to Data#3 AGM, and thank everyone for making time to join us here in person today and online. As Mark mentioned, FY '26 was another record year for the company, with gross sales of $3.4 billion. This represents a 12.7% increase on the prior period and continues our track record of sustained earnings growth above IT market growth of 8.9%. Our recurring sales growth -- our sales increased from 69% to 70% in FY '26, reflecting the ongoing shift from our customers to multiyear subscription and as-a-service purchasing models, such as our Device-as-a-Service offering, which grew by more than 100%. Equally pleasing, our internal cost ratio improvement demonstrated improved operating leverage. Macroeconomic conditions remain challenging during the year with inflationary pressures, geopolitical uncertainty and global memory shortages contributing to higher hardware prices and extended customer decision cycles. Despite these conditions, Data#3's business model held strong. Let's now review how our segments of infrastructure, software and services performed during the financial year. Our Infrastructure Solutions business delivered gross sales growth of over 14%, supported by strong demand for end-user computing, driven by Windows 11 upgrades, device refresh cycles and AI-enabled devices, along with hybrid cloud solutions supporting supporting modern data and AI workloads. Gross profit rose 18.6% to $84.5 million. Average gross margin improved from 12.5% to 13% and and management profit increased by more than 78% to $31.2 million, reflecting the disciplined focus on deal margins, higher vendor rebates and automation and restructuring initiatives that improved operating leverage. Our Software Solutions business delivered gross sales growth of 14.1% to $2.3 billion with gross profit up 7.6% to $78.1 million. ahead of our expectation of a flat year-on-year results. This was achieved despite the full year impact of the changes to Microsoft partner incentive programs and was underpinned by growth in Azure migrations and consumption, cloud solution provider agreements, copilot, security, software advisory services and stronger contribution from non-Microsoft vendors, including Adobe, VMware and Veeam. Our key achievement this year was our appointment by the Digital Transformation Agency as the sole panel provider for Microsoft products to the Australian government, a 5-year contract, the largest in Data#3's history, and our appointment to the renewed New South Wales government Microsoft Software panel. Our Services business delivered a mixed performance with gross sales of $412.3 million, up 3.6%. Business Aspect Consulting had a record year with growth of over 22%. Maintenance services grew 11.5%, supported by a record year in Sysco enterprise agreement wins, and Managed Services grew 9.4% on the back of strong renewals and new contract wins. This was offset by Project Services down 15.3% and People Solutions down 8.7%, both affected by extended procurement processes and reduced business confidence impacting on customer timing, fewer larger infrastructure projects in some states and a challenging labor market. FY '26 was a start of a multiyear transition for Project Services with leadership changes, new solutions and capability and enhanced services growth strategy for execution from FY '27. During FY '26, we continue to expand and refine our solution offerings across data and AI, cybersecurity, applications and automation, collaboration, end-user computing, hybrid cloud and networking. AI is both a market opportunity and an important internal productivity level. And during the year, we embedded AI further across our own operations, including automation across procurement, software development, cyber security and customer experience workflows. Demand for security solutions continue to grow, including for managed security services, further expanding our recurring gross sales streams. Combined with our cloud advisory and Device as a Service capabilities, this positions Data#3 strongly to meet the evolving and diverse needs of our customers. Our people remain central to our success. During FY '26, we were recognized as HRD employer of choice for the 11th consecutive year and again achieved great place to work accreditation. We're also recognized by our customers with an increase in customer satisfaction score from -- of 4.36 out of 5. Data#3 received significant number of partner awards this year, including Microsoft Country Partner of the Year, a series of global, regional and local awards with Cisco. We're also recognized for our sustainability leadership with APC by Schneider Electric Sustainability Champion of the Year and HP Amplify Impact Partner of the Year. Let's now move to FY '27. In FY '27, our strategic priorities remain focused on solutions, customer experience, operational excellence and people and community, supported by operational actions across accelerate services, people engagement, customer engagement and data and AI. We are taking deliberate action to accelerate the growth and profitability of our services business. through a more integrated solutions practice model, stronger sales discipline, clearer ownership of services offerings and a greater alignment to customer demand. We're also investing in a dedicated AI practice and a customer-facing AI delivery squads, and we are complementing our even security operations center capability with a 24/7 sovereign security operations center to support customer requirements for data residency, locally and government services and regulatory alignment. Infrastructure Solutions growth is expected to be supported by AI-ready infrastructure and end-user computing, hybrid cloud, networking, cybersecurity and life cycle services. In Software, we have a strategic focus on winning with complementary vendor partners, services and packaged offerings. Microsoft's AI products and programs provide further opportunity in FY '27 and and we continue to drive large Azure commitments, software advisory and Microsoft services opportunities in the public sector. The strategy also provides focus on growth in the mid-market, supported by a continued investment in our MyD3 customer portal that enables efficiency and scale. As you were informed through our FY '26 annual report, and our market trading update on the October 1, we have started the new financial year strongly and have further refined forecasts as first half visibility improved. Subsequently, we are announcing today that we have an upgraded first half projection to deliver pretax profit in the range of $52 million to $57 million, which represents a 55% to 70% growth against the $33.5 million in the previous corresponding period. This includes gross profit growth of around 20% at the midpoint and forecasted interest income of around $8.8 million. There are, as always, many variables that could have an impact on this forecast, including global supply chain conditions, vendor program updates and timing of customer purchasing decisions. and product deliveries and service project milestones. Profit before tax in FY '27 is expected to be skewed to the first half, due in large part to the one-off large transactions we announced to the market earlier this month. We expect to deliver growth in the second half and across the full year, although at a more normalized rate than the growth anticipated in the first half. We have a clear strategy to continue delivering sustained earnings growth for our shareholders, underpinned by strong execution and expanding market for technology solutions, excellent support from our vendor partners, and growing momentum from AI. I look forward to updating you on our progress in our half year results announcement scheduled for the 22nd of February 2027. In closing, I would like to thank our Board, our shareholders, our customers and most importantly, our exceptional Data#3 team. whose dedication underpins everything we achieve. Thank you. I'll now hand back to Mark.

Mark Gray executive
#3

Thanks, Brad. Before we consider each item of business, I'd like to outline the procedural matters for this meeting. For those participating virtually at the bottom of the web page, under the webcast and presentation, there are 3 boxes, which allow you to get a voting card, ask a question and download the AGM documents being the notice of meeting, the annual report and the virtual meeting online guide. Shareholders will have the opportunity to comment on and ask questions in relation to the resolutions both in person and virtually. I'll hold comments and questions until the item of business has been introduced. For those shareholders using the online platform, you can ask your questions during the meeting by clicking the Ask a Question button and follow the prompts. For each item of business, we'll address questions received from shareholders attending in person first, then from those shareholders participating virtually. We may choose to aggregate some questions where there are a number of similar questions received. I'd now like to briefly summarize the voting procedures, which will apply to this meeting. Voting on each resolution will be conducted by a poll. Shareholders who are attending the meeting in person will have been given a voting card on registration and the completed voting cards will be collected at the end of the meeting. Shareholders who are participating virtually in the meeting can register to vote by clicking on the get a voting card box at the top of the web page or below the presentation slides and follow the instructions. Following discussion of all items, shareholders will be given a further 5 minutes after the meeting is closed to submit their votes via the online portal. After this time, the polls for each relevant item of business will close. The resolutions before you today have been put forward by your Board for your consideration. However, as outlined in the AGM notice, your directors recommend Resolution 2 for your approval, with myself abstaining, as that resolution concerns my own reelection. On Resolutions 1, 3 and 4, each of which involves matters in which your directors have an interest, the directors do not make a recommendation. Where undirected proxies have been given in favor of the chair, the Chair will vote in favor of the resolution to the extent permitted. The number of proxy votes received on each resolution will be displayed on our slides as we move through the resolutions. The results of each poll will be announced via the ASX as soon as possible after this meeting. and also be displayed on our website. If you experience any difficulties using the online platform, the help line number is displayed at the top of the page, you can also refer to the virtual meeting online guide, which is accessible via the online platform. We'll now move to the formal items of business for this meeting. The first item of business for discussion today is to receive and consider the financial report, the sustainability report, the director's report and the independent auditor's report for Data#3 and its controlled entities for the year ended 30 June 2026. Ben Woodbridge, the audit partner with PricewaterhouseCoopers, please stand. Ben? Ben, is available to answer questions relevant to the conduct of the audit, the preparation and content of the independent auditor's report, the accounting policies adopted by the company and the independence of the auditor.

Mark Gray executive
#4

I'd now like to invite questions for this item of business. Are there any comments or questions from shareholders attending in person. There is a roving microphone. If you wish to ask a question, can you please state your name very clearly because this is being recorded. So it'd be great if you could give us your name very clearly. And if you're representing an organization, if you could indicate that as well. Any questions?

Steve Mabb shareholder
#5

Good morning, Mark. Steve Mabb. I'm representing that's representing ASA today and also -- just want to congratulate you on a wonderful year. It's been a very impressive performance across the business from what we can see. Also, I want to thank you for your address today where you called out the the work the Board has done visiting our operations across the country. That's fantastic to see and not something that's common amongst some other large ASX companies that we follow. So it's great that you're getting out there and seeing what's happening in the field. I've got 1 request, though, and that is, please guard for Hybris because with the wonderful results that you've been delivering for salon, that's a potential threat. So please continue to guard and watch closely for that across the business. And then 2 questions around 2 areas of the business that look particularly strong for either you or Brad, perhaps the first one is the people and culture in the business and a very strong staff retention and engagement scores you get. What, if anything, have you done in the last couple of years that you think is driving that or improving that? Or any particular examples or things that you're doing there that you think would be helpful for us to know?

Mark Gray executive
#6

I might ask Brad to start on that.

Brad Colledge executive
#7

Yes. It's a -- there's many factors that and we have [indiscernible] just behind you as well. It's okay, I won't attach one to you. But there are many, many programs that we run right across our teams. And we quite often get complementary comments about the culture of Data#3 and why people do stay so long and enjoyment in working here in the awards that we mentioned earlier. One such program that popped in and introduced to those who I haven't met, where people from a leadership development program that we had in this room last week, which where we had people from around the country come together on a journey over many months through the financial year around upskilling their skills and their leadership techniques. -- that's, I guess, just one example. We also invest heavily right across our business from our technical people in terms of their technical certifications. So that's why they want to stay with us. they have a diversity of projects that they get to work on and that's a great thing. Then across corporate services, for example, we're doing some great innovative things internally, both from a technology perspective and also processes perspective. So I think there's always opportunity for challenge within Data#3 and the people are just really well supported by the senior leadership team, which is our broader group and the executive management team and Board, of course.

Mark Gray executive
#8

If I can just add to that, Steve. I think culture is a sort of somewhat intangible thing at times. It's a mixture of a whole pile of things. You can put your finger on some things, but other things are intangible and often very, very difficult measure. But it's that combination, which I think is really important and moving around the various offices. The business still has a sort of family feel to it. And that's obviously a challenge as we get bigger and bigger but it still has that sort of family feel to it. The other thing I'd like to say is Diana joined the Board, as I've indicated, July 1 last year. Dan is very, very experienced in the people and culture area. She chairs the People and Culture Committee or people People, Remuneration and Culture Committee, and she's worked very closely with Tash. And I think that's been a great bonus to have that experience to to drive us forward. And Tash has also joined the executive management team in the last couple of years. And all that, I think, has helped to sustain the momentum we have in the culture. Did you want to add anything to that, Diana?

Diana Eilert executive
#9

Just briefly, I think there's a lot of hands-on work that happens in the business. And Tash is doing some really innovative and new programs such as putting in place and it's really good to see that momentum and she's getting some real take up. I won't go into the detail, but it is -- there's some real drive for change in excellence in a very grassroots way. And it's really great to see it as you join the Board. So congratulations to Tash and the team, I think they're doing a really great job.

Steve Mabb shareholder
#10

Yes. Great. Thank you on behalf of shareholders for that work that you're doing. The second question was more around the financial metric. So we've operated on a fairly low net profit margin for a long time, and we're very comfortable with that. I'd be interested in bringing our comments here around what you're seeing with competition. It's our belief that that's a bit of a barrier to potentially large new competitors coming after you. But have you got a different view or any views on that in terms of what's happening with competition in general? Are you seeing it increasing? Or are you finding that your competitors are acting fairly rationally at the moment?

Brad Colledge executive
#11

I'll leave it up to the competitors to discuss whether they're acting rationally or...

Mark Gray executive
#12

Competitors never behave rationally.

Brad Colledge executive
#13

But we're not -- I guess the short answer is we're not seeing any different competitive behavior to what we've seen over many, many years. We do have more commoditized offerings and products that drive very low margins. And one of the -- as you alluded to, advantages that we have is that we've been doing this for a long time. We've got some very good systems and processes in place for handling high volumes at low costs and still providing value to our customers. And that is really hard to replicate. So that certainly helps us without our lower volume, lower margin offerings. And then from a strategy perspective, we complement those lower commodity offerings with higher value services offerings. And that's why you'll see in the FY '27 strategy, so much focus on the services development that augments the products and software solutions that we're selling.

Mark Gray executive
#14

Question here.

Unknown Shareholder shareholder
#15

[ Adrian Boss ], shareholder. Just a quick question. AI is just long exponentially, and the growth is enormous. You've got enormous amounts of money being poured into AI in the U.S. I mean, massive growth there. How is Data#3 supposed to cope with that?

Mark Gray executive
#16

Yes, I'll make a general comment and then ask Brad to speak in more detail. I mean -- we don't take big bets on AI. We're not making massive investments in infrastructure. We're providing services around AI. So we don't have the huge exposure, which is causing a lot of consternation. Yes, did you want to add to that?

Brad Colledge executive
#17

Yes. So I'll just qualify that at last bit was as far as competition to data whether AI will have a negative effect on Data#3?

Unknown Shareholder shareholder
#18

Yes.

Brad Colledge executive
#19

Okay. Yes. No, it's a good 0question. And there's always a level of risk with regards to new technologies. But at the moment, that's not what we're seeing. So we've actually flipped it the other way, where from a go-to-market perspective, being an IT services and solutions company, what a great opportunity is for us to help our customers through the AI journey, understanding what it means to them and how they can implement it within their organizations. So AI is very good for us from a go-to-market perspective. We're also seeing AI being embedded in the software solutions that we sell that come from our suppliers, our vendors, whether they're the software vendors or the hardware vendors and then implementing AI to improve efficiencies within Data#3. So overall, we're able to -- well, as Mark said, we're not a hyperscaler, we're not a Microsoft or an AWS or a Google or an investing in those levels ourselves, but we're certainly in a great position to be able to leverage the investments that those organizations are making.

Mark Gray executive
#20

Question over here.

Unknown Shareholder shareholder
#21

[ Peter Stuart ], a long-term shareholder. Just a comment, if I may, congratulations on a very solid FY '26 and a gobsmacking first half to FY '27. My first question relates to that. We've traditionally had a long history of skewed to the second half. Is this the start of a change, a gradual shift to a more even half? Or is this very much a one-off year, do you think?

Brad Colledge executive
#22

We're seeing this as a bit of a one-off at the moment. We have seen in the past skews years ago, we used to have a massive skew to the second half, particularly Q4, and particularly June. And over the years, we've actually tried to provide more offerings to the market that would smooth that out. And we've been successful in doing that, particularly with a lot of our annuity-driven offerings like Device-as-a-Service, for example. But this year, we've had some large one-off type of benefits that we've certainly earned, but we don't expect those to occur. Again, certainly in the second half. So what we do have is last year, we had a very solid second half. So we still expect to have a very solid second half this year, and our plan is to grow in that second half. But the -- certainly, with the exceptional results that we've had in this first half, as I've just updated to, well, we expect to see a skew to the first half for the first time for us.

Unknown Shareholder shareholder
#23

Okay. My second question, a lot of industries have what they call their opportunity pipeline. And I know you guys can't put a number on that, but one thing that is coming up is the Olympics here. Could you give us a bit of a -- have you got a feel yet for how big the opportunity is going to be and the timing of it?

Brad Colledge executive
#24

It's another great question because people say the Olympics and then they think, "Oh, it's gets a massive opportunity." It might be a vast opportunity for some of the organizations. But for us, it is a good solid opportunity. But it's the same opportunity as for example, when they refreshed Olympic Park in Sydney or when they did the Sydney football stadium City Football Stadium where we did the -- all the networking technology behind that rebuild, for example, -- so we have an equal opportunity with that, and we certainly have are pursuing that. And so it is a good opportunity, but it's not a shot the lights out sort of opportunity that you may think it could be. And the other dimension to that, I suppose, is whilst everyone is focused on trying to get a seat in the Olympics, there's plenty of other opportunities outside the Olympics as well.

Mark Gray executive
#25

Any other questions from the room? Any questions online, Hayley?

Hayley Harpham executive
#26

No, Chair.

Mark Gray executive
#27

Thanks, Hayley. This item of business doesn't require a vote by shareholders. We will now move to the next item of business. Second item of business is to adopt the remuneration report for the financial year ended 30 June 2026. Please note that the vote on this resolution is advisory only and does not bind the directors or the company. However, when reviewing the company's remuneration policies each year, the board considers the level of shareholder support received and matters raised by shareholders. Voting exclusions apply to this resolution as set out in the notice of meeting. As in previous years, targets have been established to produce earnings growth and the management team's remuneration is structured in line with these targets, with a significant proportion comprised of short-term and long-term incentives. These are awarded based on the achievement of appropriate financial and operational targets. We measure remuneration against industry benchmarks on a regular basis, generally every 3 years, to ensure it is set competitively, the last independent review of nonexecutive and executive remuneration was undertaken in 2024. Consistent with our recent practice then, we're undertaking an independent review of remuneration in FY '27. Invitations for proposals have recently been issued to selected parties, and we expect to appoint a consultant in the near future. Any changes arising from this review will be introduced from FY '28. Shareholders are also being asked separately today to approve an increase in the nonexecutive director pool fee pool, which is dealt with under Item 5. I'd now like to invite questions for this item of business. Are there any comments or questions from shareholders attending in person? Again, please speak -- state your name very clearly for the record. No questions from the room. Any questions online, Hayley?

Hayley Harpham executive
#28

No, Chair.

Mark Gray executive
#29

Thank you. The proxy votes received in relation to this resolution are now shown on the presentation slide. Shareholders may wish to cast their votes for Resolution 1 now. Item 3 of today's business is to approve by ordinary resolution that Mr. Alan Mark Gray, who retires by rotation in accordance with Rule 18.4B of the company's constitution and being eligible, be reelected as a Director of the company. As this resolution relates to my own reelection, I'll now hand over to Diana Eilert, Chair of the People Remuneration and Nominations Committee to conduct this item of business.

Diana Eilert executive
#30

Thank you, Mark. Mark Gray has served as a Nonexecutive Director of Data#3 since August 2017, and it was last reelected at the 2023 AGM. His qualifications, experience and responsibilities are summarized in the explanatory statement, which forms part of the Notice of Meeting. From November 2023, Mark has chaired the Board and also to chase the nomination responsibility of the People Remuneration and Nomination Committee and is a member of the Audit and Risk Committee. The Board considers that Mr. Gray will, if reelected, continue to qualify as an independent director. The directors with Mark Ray abstaining, recommend that shareholders vote in favor of the resolution. I would now like to invite Mark to address the meeting.

Mark Gray executive
#31

Thank you, Diana. As Diana mentioned, I've had the pleasure of serving on your Board since August 2017 and its Chair since November 2023. And I'm standing for reelection today. Over my time on the Board, Data#3 has continued to deliver consistent growth in sales and earnings in line with a clear, coherent and credible strategy. In FY '25, and my Chairmanship, the Board completed a renewal process, which had extended over several years, and we strengthened our mix of skills, industry experience and strategic perspective. Additionally, in recent years, we've successfully navigated the significant transition of key executive roles in the business with no disruption to our momentum. My focus as Chair is to oversee the shaping and execution of strategy that delivers sustained long-term value for shareholders, disciplined governance, effective capital management and orderly Board succession. I have over 30 years' experience as a Non-Executive Director on a range of corporate government and not-for-profit entities. I currently serve on the boards of the Australian Retirement Trust, CleanCo Queensland and the Royal Flying Doctor Service of Queensland. I also have extensive experience in financial services and management, infrastructure, public policy and governance including senior executive roles as under Treasurer of the Queensland Treasury Department, Chief Executive Officer of the Queensland Competition Authority, Queensland Office Head of Macquarie Group and Executive Director with BDO. I have the capacity and the commitment to continue in this role. And if reelected, I look forward to working with my fellow directors and the data team to build on the company's track record. It's my firm intention to maintain the legacy of a calm steady hand, which is the hallmark of Richard Anderson's stewardship of the Data#3 Board. Thank you for your consideration and back to you, Diana.

Diana Eilert executive
#32

Thank you, Mark. I'd now like to invite questions for this item of business. Any questions on the phone?

Hayley Harpham executive
#33

No, Diana.

Diana Eilert executive
#34

Thank you. Hayley, the proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 2. And I hand to you, Mark.

Mark Gray executive
#35

Thank you, Diana. Item 4 of today's business is to approve by ordinary resolution for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of a maximum of 46,695 performance rights to Mr. Bradley Colledge or his nominee. Mr. Bradley Colledge is Managing Director and Chief Executive Officer of the company; and a related party of the company by virtue of him being a director and so is within the category of persons in ASX Listing Rule 10.14.1. The Board has decided has decided to grant these rights in 2 components as part of Bradley Colledge's remuneration package and in recognition of his contribution to the company. For the first component, the company has attributed a value of $350,000 to the on-target LTI opportunity. That's on target. For the second component, the company has attributed a value of $175,000 to the overperformance over performance component of the LTI opportunity. The rights will be issued under the terms of the company's long-term incentive plan and will vest on a straight-line proportional basis based on cumulative earnings before interest and tax per share over the 3-year period ending 30 June 2029 and compared to a target determined by the Board. As you would expect, the overperformance LTI can only be earned once the on-target LTI has been exceeded. Details are contained in the explanatory statement, which forms part of the notice of meeting. The directors have a stain from making a recommendation in relation to this resolution in the interest of good corporate governance. I'd now like to invite questions for this item of business. Are there any questions from the floor? Any questions from online?

Hayley Harpham executive
#36

There is, Chair. We have a question from [indiscernible], who's in Melbourne today. Yesterday, he attended [indiscernible] and spoke directly with some of the team there. And what stood out to [indiscernible] was that he met staff of 20 to 30 years of tenure, mirroring Brad's 31-year journey, and he would note that we have a strong culture that clearly drives these results. So his question was in 2 parts, but the first one was probably answered when Steve asked his question about our people and our culture. His second question is what is Data#3's ultimate competitive moat today?

Mark Gray executive
#37

Competitive moat? Well, that's an interesting one, and Brad might have some some comments on this. It often comes up in discussions. And again, a bit like culture, it's sort of a bit of an elusive thing that's not one single factor. It's a range of factors that come together and I like to use supporting analogies, and it's like a successful sporting team. There's a lot of factors that come together for a successful sporting team. There's a lot of factors that come together for a successful business like this and there's competitive advantage -- competitive advantages in areas. The one I like to focus on, I suppose, is we're not -- we're not out there at the bleeding edge. We're not sort of the Microsofts and the Anthropics and that, as Brad said before, we're not taking big bets on infrastructure. What we're doing is we're leveraging the opportunity of our vendor relationships with the likes of the Microsofts and the Ciscos and the HPs. And I'd like to think where we've been successful and beat our competitors is we're a fast follower of the trends that are established by the big vendors. And we do that better than others. But that's a continuing battle to maintain that competitive edge. We can't be complacent about it, and we can't assume it's going to go on forever. So we need to continue to build and maintain and strengthen those relationships, which gives us the leverage for that competitive advantage. Did you want to add to that?

Brad Colledge executive
#38

You did well, Mark. There's a slide that we typically incorporate into some of our end of year results or half year results. And it covers a lot of the areas that Mark just covered and Mark spoke to our agility. That is a key part of our operational, I guess, competitive competitiveness, both from an operational perspective but also from a go-to-market perspective. And I think you all saw that with the change in the Microsoft channel incentive changes over the last 18 months, 2 years. is an have made in over 20 years, and we've pivoted, we've did it very quickly, and we got the result that we needed through that agility. And just reinforcing the areas that we typically talk to are our people, and I sort of spoke about that before, and that ranges from the quality of the people, but also the certifications that we put our people through our vendor partners. And typically, with our vendor partners, again, we invest very heavily in those. And so we're typically #1 or #2 with those partners in the markets in which we operate. And that means that we get very good support from those vendors and also the customers recognize us as being good at what we do in those areas. And then, of course, there's other areas that sort of can sometimes be overlooked but our financial stability is absolutely key, particularly with a number of our public sector customers. and also our brand. Data#3 has been around for nearly 50 years now and have created an excellent branded market. and that's through the hard work and the credibility that we've been able to drive in market over many years. So they become our overall competitive advantages and our moat.

Mark Gray executive
#39

There's a third part of the question?

Hayley Harpham executive
#40

That's all.

Diana Eilert executive
#41

Can I just add one more? Because as an outsider and someone who's worked with a lot of sales organizations, I think probably people here sometimes take it for granted. But I think there is a real culture of sales excellence and operational excellence. There's a real focus on detail, which Brad probably doesn't take for granted -- takes for grand because he's been here for so long. But it's such an extraordinary focus on the detail in a good way where there is real pull-through and delivery at both the sales and the operational level, which is why customers are so happy with us as well, I think.

Unknown Shareholder shareholder
#42

Sorry to jump back in from the floor. [ Gregg Spudding ]. So it's not a question, it's a complement chair. I really appreciated that response that you're not resting on your laurels. So it sort of touches on what Steve said before about tuberous and sort of getting comfortable, but it was really comforting to hear that you still got the hunger and still chasing whether it be the sales or the latest trends. So that was really comforting.

Mark Gray executive
#43

Thank you. The last thing we can afford to do is get complacent in an industry that is so fast moving as this -- there's a lot of talk about AI, obviously, and AI changes by the day. So we've continually got to be on top of that. So I think that's the reason why we don't get complacent. That's it. I think we're covered for questions there. So the proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 3. Item 5 of today's business is to approve by ordinary resolution that in accordance with rules 18.6% of the company's constitution and ASX Listing Rule 10.17. The aggregate maximum amount of fees available to be paid to nonexecutive directors each financial year, inclusive of superannuation, be increased to $1.2 million per year, for financial year, an increase of $300,000 per year. The current maximum aggregate fee pool of $900,000 was approved at the 2022 Annual General Meeting. Since then, the size and complexity of the company has grown and fees paid to nonexecutive directors have been increased annually in response to economic conditions. In the 2026 financial year, on an annualized basis, Board and committee fees paid to nonexecutive directors were $796,767 of the current pool. The Board is of the view that the proposed increase in the pool is reasonable compared with similar ASX-listed companies and is necessary to attract and retain suitably qualified nonexecutive directors. It provides headroom for market movements in the remuneration over the next few years. It will also provide capacity for orderly board succession planning and any additional appointments the Board may consider necessary. Voting exclusions applied to this resolution as set out in the notice of meeting and the directors abstained from making a recommendation in the interest of good corporate governance. I'd now like to invite questions for this item of business. Are there are any questions from the floor?

Unknown Shareholder shareholder
#44

Maybe more of a comment than a question. Very happy to support this resolution. And I -- my view is that we're modestly compensated at Board level for the performance of the business and the size of the business. Looking at some of the proxy votes today. I'm assuming we've got some proxy advisers that are not happy with us, not checking a few boxes. And I'd just encourage the Board not to significantly expand your size, if that's some of the pressure that you might be getting. We love that it's a small competent board with deep industry expertise, and we'd love it to stay like that. So happy to remunerate all of you in an increasing way at this level, but hopefully, we're not increasing the fee pool with the idea to significantly expand the board.

Mark Gray executive
#45

Thanks for those comments, Steve. The appreciated. And as I said before, the Board takes into consideration comments from shareholders and others during the course of the year. And as I indicated, we'll be undertaking a an independent review of Rem during the course of the year, and we'll be standing here next year, advising you of the outcome of that. But look, it does give us capacity to increase the size, but there's no -- and that's an open question. We've always got an open mind on that, but we have no specific agenda to do that at this point in time.

Unknown Shareholder shareholder
#46

[ Noel Johnson], member of Value 3, and I've been a shareholder for many years. I'm commenting, not questioning the Board, I would like to say that the Board only has to look at the fact that we've had a record earnings this year. Our total shareholder return has peaked this year. I mean, for years, we never passed $10 and now we stopped to $15. So don't worry about what other people are thinking. If Steve is right and the proxy advisers of the reason, you've had a few votes against resolutions, get rid of the proxy advisers. As a shareholder, I'd like to point out, I have a deep patriot of 2 things that the establishment considers normal. One is turn over the Board regularly, bring in fresh blood. Like Steve Lawrence, yourself. Brad, you know this company well you're doing the right thing, so don't listen to them. And the other thing, they seem to have this idea that you should turn over your CEOs every 5 years or so because they get stale or whatnot. The best companies I've invested in have had CEOs have stayed for years and they know the business and they know it well. So although the advisers think they know what they're doing, please ignore some of their suggestions. You're doing well, continue doing well, and we'll continue being shareholders. And my standard approach to any voting in any company as I vote against everything, unless the Board can convince me otherwise. I don't think I've voted against Data#3 resolutions in the last 10 years. So that's an indication of how higher standing I held the Board and the management of this company. And I still can't understand how you can pay out 90% and still run the company so well. But please keep doing it. Thank you.

Mark Gray executive
#47

Thanks for those comments, Noel. Are there any questions online?

Hayley Harpham executive
#48

No, Chair.

Mark Gray executive
#49

Okay. Proxy votes received in relation to this resolution are shown on the presentation slide. Shareholders may now wish to cast their votes for Resolution 4. Before we close the meeting, are there any general questions from the floor that haven't already been asked or general comments that you wish to make? I think Noel's comments are a good way to end up. We got 1 online?

Hayley Harpham executive
#50

Yes, Chair. We've got one last question from Kelly. Kelly would like to know -- it's a good way to end. What would you consider the biggest risk to data tees business?

Mark Gray executive
#51

Well, that's a $64 million question. I suppose the risk that the Board always has uppermost in its mind, and it's sort of a risk that is sort of embedded in the business model is the risk of disintermediation. But that will mean that the Microsoft or the HPs and the Ciscos go direct to our customers and cut it out. That's the biggest risk. And we continue to keep that in our minds. We have moved into the sort of middle market to address that and to diversify our business, but I'll get Brad to comment in a bit more detail. He might have a different view on the main risk.

Brad Colledge executive
#52

Yes. It's like it is -- that can be complex. I think what's worked well for us is the customer relationships. And if we've got the customer relationships then it doesn't matter what the vendor does to a degree. And most of the solutions that we lend for customers are multi-vendor solutions. So a vendor can't disimmediate Data#3 if it's a multi-vendor solution. So I guess it certainly is a risk, and we have those risks, we also have mitigations against that as we've as we've proven to be able to manage in the past. On Page 20 of the annual report is our business risks that lists various risks, including the vendor and supply chain challenges and probably just that macro environment with regards to supply chain can be somewhat challenging. Again, we manage that is through having multiple vendors with multiple supply chains that also our vendors learned a few things through Cohort and have distributed the supply chains a bit more differently now as well. So in addition to, I guess, just the vendor programs and supply chain will probably read the 2 main ones. But I say, we've got very good strategies for managing both of those.

Mark Gray executive
#53

Anything further, Hayley?

Hayley Harpham executive
#54

No, Chair.

Mark Gray executive
#55

Okay. With each item of business at this meeting now having been dealt with, I declare that the polls in respect of each resolution will be closed 5 minutes after this meeting ends and formally ask MUFG Corporate Markets to count the votes following the expiry of that period. For those that haven't, please finalize your votes for each resolution put to the meeting and click on the submit vote button at the bottom of your voting card if you're voting online. For those of you here in person, if you need any assistance, a representative from our share registry, MUFG will be on hand to help. That will also collect your voting cards at the end of the meeting. If you require assistance to submit your vote online, please call the help line number displayed at the top of your screen. I propose now to bring today's proceedings to an end. The results of this meeting will be released through the ASX as soon as possible and will also be displayed on our website, including the video recording of this AGM. On behalf of the Board and management, thank you to everyone for attending Data#3's 2026 AGM. Ladies and gentlemen, I now declare the 2026 AGM closed, and I'd like to invite you to stay on for some of our hospitality. Thank you very much.

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