Bapcor Limited (BAP) Earnings Call Transcript

Good afternoon to everybody, and welcome to Bapcor Limited's 2024 Annual General Meeting. My name is Angus McKay, and I'm Bapcor's Chief Executive -- Executive Chair and Chief Executive Officer. On behalf of the Board, I'd like to thank you all for joining us here today in person and online. I'd like to start by acknowledging the traditional custodians of the land on which we are meeting today. For those of us present in the room today, we're in Wurundjeri Country, home of the Kulin Nation. And I pay my respect to elders past and present. We recognize the continued connection of all First Nations people with the country across Australia and on the lands where Bapcor operates. I'd also like to introduce my fellow directors. To my immediate right, Mr. Mark Powell, our Lead Independent Nonexecutive Director. And in alphabetical order, further across, Mark Bernhard, Maggie Haseltine, Brad Soller, Kate Spargo and James Todd. For the sake of completeness, I should note that I'm an Executive Director and not considered to be independent. Also in the room today are George Saoud, the group's Chief Financial Officer; George Sakoufakis, the Company Secretary; as well as members of the executive management team. I'd also like to make a warm welcome to the company's auditors, PwC, represented by Ms. Alison Milner as well as Julian Muzzin, representative of the company's share registry, Computershare Investor Services. It is now past 1:30 p.m., and the Company Secretary has told me, it's time that we have a quorum that is present, and I therefore now declare the meeting open. The notice for this annual general meeting was circulated to shareholders within the required period. Accordingly, if there are no objections, I'd like to move to the notice and take it as read. Today's meeting will be physically held at Bapcor's registered offices located at Tullamarine, Melbourne and online via Computershare meeting platforms. This format allows shareholders, proxy holders and guests to attend the meeting both physically or virtually and to ask questions and submit votes online. All attendees can watch a live webcast of this meeting, which will also be recorded and made available to review on -- after the AGM on Bapcor's website. Before we move to the formal business of the meeting, I'd like to run through a few procedural and housekeeping matters so that we can ensure this hybrid meeting performs in an effective manner. I'll then turn to the meeting agenda. So how to ask a question? Before each resolution is put to shareholders, shareholders will be given the opportunity to ask questions on the specific question. To ensure an orderly meeting, the Chair will only be taking questions that directly relate to that question in hand or that resolution in hand. Prior to the conclusion of the meeting, I'll open up to general relevant questions. Online attendees can submit questions at any time. [Operator Instructions] Although you can submit questions from now on, the chair will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on the same topic, we'll consolidate them into a single query. To ask a verbal question, please follow the instructions written below on the broadcast. For those attending the meeting in person, when questions are invited, you can ask it by approaching the microphone, showing your red card or your yellow card and providing your name. If you're eligible to vote, you can press the vote icon and all resolutions will be activated. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. If you'd like to change your vote, you can do so until the time when the chair declares the voting closed. If you're attending in person and are eligible to a vote, you may complete the voting items on the reverse side of your red or yellow card. These cards will be collected at the end of the meeting by a Computershare representative. I now declare the voting open on all items of business. Please submit your votes at any time, and the Chair will give you a warning before moving to the closing of vote. As well as those shareholders online today, the holders of approximately 245 million ordinary shares or 72% of the company's total issued share capital have sent in proxies. On each item of business as read at today's meeting, the total number of valid proxies received for that item, and by way of those are proxies that have been directed will be shown on the screen. These figures will be at the closing time of each receipt of proxies, which was 1:30 p.m. Monday, the 14th of October. In Mark Powell and my capacity as Chair during this meeting, we'll be voting all available undirected proxies in favor of each item at business. But before we move into the formal business of the meeting, I'd like to address shareholders in relation to the company's progress during 2024 and our objectives going forward. A copy of my address to shareholders and the presentation that is attached to it were delivered today and lodged with the stock exchange with the ASX and will be published on Bapcor's website. As the Executive Chair and CEO, I'll give you an overview of Bapcor's progress during the fiscal year 2024 and into fiscal year 2025 before the formal items of business are considered. I will chair the meeting for the first 2 items of business, the consideration of the company's audited financial statements and one, related reports for -- the related reports for the year ending the 30th of June 2024 and for resolution 1, the reelection of Mark Bernhard as Director. I'll then pass over to Mark Powell, our Lead Independent Director, for remuneration and related resolutions, being resolution 2, adoption of the 2024 remuneration report; resolution 3, being approval and the grant of sign-on rights to the Executive Chair and CEO; resolution 4, approval of the grant of the 2025 performance rights to the Executive Chair and CEO under the LTIP program; and resolution 5, approval of potential termination benefits in relation to the Executive Chair and CEO. Once all resolutions are complete, I'll resume the role of chair and address the general questions that may come at the end of the meeting. I've been Chair and Executive CEO for some 8 weeks, and I have to say it's a privilege to have joined Bapcor at such an important time in the company's history and as such an important time to our shareholders. I believe the company has enormous potential. Since commencing my core priorities have been and delivering the commitments that we made at our full year results presentation, of course, learning the business, meeting employees and meeting with our major shareholders. I've been working with the leadership team to form a clear strategic agenda and it's fair to say, working fairly fast. Before joining, I had formed a view of Bapcor that is an excellent company with great potential. Two months later, that position remains unchanged. I remain excited about the journey ahead and all that we can achieve. This position is based upon several points that include: Bapcor. It's strong, it's well-positioned business in what I would consider a resilient order market aftermarket sector. It's a healthy balance sheet and cash flows. Revenue has grown year-on-year since it first listed in 2014. It is among the top 3 in the markets in which it competes. The company enjoys not just a strong but a stable market share with the independent repairs world and is growing in key trade accounts, equipment and in the auto electrical segment. And it has a depth of talent and experience within its team members who are, not only passionate about their industry and their products that they are focused on delivering to their customers. It has been my experience that having good people, selling the right products with the right levels of customer service is an excellent recipe for a positive shareholder outcome. It's for these reasons that I joined Bapcor. I'd like to elaborate on the decision to bring the Executive Chair and Chief Executive Officer roles together in 1 position. Although it is certainly less common in Australia than in other jurisdictions, Bapcor's decision to appoint the combined role of Executive Chair and CEO is driven from careful consideration and the listening of views coming from our major shareholders. Bapcor's Board believes that the combined role will improve accountability and the speed of decision-making. It will strengthen Bapcor's ability to reset its business, to drive efficiency and ultimately to grow our position in our selected markets. Let me tell you a little about myself and how this enables the combined role. I have 30-plus years of experience in the executive ranks, and I believe a track record in improving operational performance and increasing shareholder value across a range of industries, both nationally and internationally, in the capacities of both Chief Executive Officer and Chief Financial Officer. My approach is values-led. By this, I mean a common set of organizational values to drive team cohesiveness and accountability. Bancorp's stated values of getting things done in the right way put customers in front and center of everything a company does. Values are inordinately important to myself. I recognize that, that's very easy to say, but my experience goes to making this a reality. In creating the combined role of Executive Chair and CEO, Bapcor's Board has put in place measures to ensure Bapcor continues to have clear separation and open communication in respect of governance requirements. The Board has appointed Mark Powell as Lead Independent Director. Mark will fulfill the role of Chair whenever I'm conflicted in this capacity to assist the Board in reviewing my performance and to provide a separate channel of communication for shareholders, especially as issues may arise regarding my performance. Mark's role took effect on the 22nd of August 2024. So now let's reflect on Bapcor's 2024 position. The company has said the results were disappointing. I stand by that point of view. A statutory loss of $158.3 million, including $253.1 million post-tax of significant items. That was some $296.8 million on a pretax basis that reset the businesses as we look into the future. Now these mainly related to noncash impairment items within the retail segment, distribution center, rationalization plans and restructuring costs. Bapcor reported a 0.8% overall revenue growth to $2 billion and 3 of its 4 businesses: Trade New Zealand and Specialist Wholesale delivered either steady or growing top-line growth. Pro forma NPAT of some $94.8 million was in line with the guidance provided in May of 2024. Trade New Zealand segments both grew earnings in the 2024 fiscal year. Group earnings were significantly negatively impacted by the performance of both retail and our Specialist Wholesale segments. Corporate costs, including employee costs and occupancy adversely affected our performance as did the rise in interest rates. Bapcor's balance sheet was maintained at a strong level, and we delivered good operating cash flows. At the company's announcement, it confirms several management actions that are being put in place in quarter 4 of the 2024 fiscal year to address business complexity. These included rationalizing its distribution network, transitioning circa 20% of smaller warehouses into our bigger distribution centers. This was to reduce costs to better utilize our distribution sites, optimizing inventory and providing a wider range of products to our customers. To date, the company has exited 1/4 of the planned warehouses. The company made reductions in head count in its head office, removing more than 100 noncustomer-facing roles. It rationalizes specialist networks -- segment into consolidating the trucking brands into a single business and bringing the auto electrical business into a single operation to optimize the go-to-market strategy for each of those and to deliver better value for our customers, improving service and efficiency. Focusing on the core business and exiting noncore businesses is a fundamental. The recently announced sale of our MTQ diesel fuel injection business is an example of this. We expect that sale to close this half. Management actions are resulting in what we would estimate to be between $20 million and $30 million in savings across the fiscal '25 year. Progress will be updated at our half 1 announcements, but to reiterate what we said at our results, we expect those to be second half weighted. To reiterate, the profile of these savings are back-end weighted, and we are on track. Additionally, we announced that we'll be reviewing our retail and our wholesale businesses, and I can confirm that, that work is underway. At our 2024 results, management also announced the scaling back of the Better Than Before, or BTB transformation program. BTB was designed to extract value from improvements in pricing, procurement supply chain and property. The program involved numerous initiatives, which required both investment of resources and capital. The potential benefits of the program did not meet the expectations to the extent that we originally envisaged. The ability to achieve these benefits was impacted by the complexity of our business and the result of that, the lack of integration of many of the acquisitions Bapcor has made over multiple years. Key initiatives which will retain and add value are in place inside of the business, but are being delivered through business-as-usual activity rather than an overall transformation program. The BTB benefits program is not to be reported going forward. Now before I move on, let me just recap where we got to with the private equity response. On the 11th of June 2024, Bapcor received an unsolicited indicative and conditional nonbinding proposal from Bain Capital Private Equity to acquire 100% of the shares of the company by way of a scheme of arrangement at a price of $5.40 per share. After considering the proposal in detail, the Board rejected the nonbinding proposal. The Board was of the view that proposal did not properly reflect the value of the company and was not in the best interest of our shareholders. Bapcor has made excellent progress on our diversity, equity and inclusion within its senior product -- senior leadership cohort, that being the group leadership team and their direct reports. In fiscal 2024, Bapcor reached 35% female representation in this cohort, doing so 2 years ahead of the original target, which was scheduled for the end of 2026. Bapcor is focused on modeling DE&I at all levels of the company. This is coupled with the company's collaboration with the Australian Automobile Aftermarket Association members, which, in 2024, launched a new industry partnership promoting gender equality in the automotive aftermarket industry. Bapcor absolutely acknowledges the imbalance in diversity at a Board level and is currently managing the Board member succession to address this target appropriately. That target will include gender diversity and the right balance of skills. In 2024, Bapcor conducted a review to prioritize the ESG areas that matter most to the company. The environment and its supply chain and the activities that we undertake. The results of this assessment will inform our strategic ESG roadmap. It made its first voluntary disclosure that aligns with the recommendations of the task force and climate-related financial disclosures and established a cross-function climate reporting working group. This program of work has prepared Bapcor for the introduction of mandatory climate and sustainability regulations. The company progressed its waste management practices, significantly improving the performance of diverting waste from landfill. Its sustainable packaging program continues to evolve and performance improved from a position of getting started to a rating in the early stages of advanced in our second year in association with the Australian packaging covenant organizations reporting regime. Bapcor has published its first stand-alone ESG report, and that's available on the company's website. Consistent with the direction given at our full year results announcement, the company is focusing on simplification and the basics of running our business well to enhance growth, to reset the cost base and to drive a more efficient business that benefits our customers and the employees that serve those customers. We are well progressed on the operational improvements. Completion of the previously announced head count reduction has occurred, and we've exited operations from 1/4 of our planned warehouses that we're consolidating into our centrally based distribution centers. These actions are expected to deliver that range of $20 million to $30 million in fiscal 2025, skewed to that second half. Savings from the head count reductions are coming through in half 1 of the current fiscal year and savings from the DC rationalization moves are weighted into the second half. I will reiterate, we are on track with the initiatives that we proposed. As of September 30, total revenue is up by 0.7% versus the prior comparative period. Bapcor Australia's trade and specialist network business are performing well. The retail environment and, of course, our performance within it continues to be a more challenging environment. Since my arrival, the senior leadership team and I are focused on the business performance and the delivery of our promises and preparing a very clear strategic direction. We'll talk to that strategic direction after our half 1 results in quarter 1 of calendar 2025. That said, the leadership team and I, whilst developing a clear strategy and vision for the business, we are at a very early stage, but I'd like to share with you what we are focused on doing. Firstly, simplifying the business. This starts with the way we work with our customers, wanting to make sure that the experience is as easy as possible. It then extends into the Bapcor business, looking to simplify how we are structured and how we will work with each of the businesses across the wider business. Secondly, we want to strengthen our customer position. We'll continue to strengthen our core customer-facing business units. These include Burson, Autobarn our commercial vehicles and all electrical groups, just to name some. Our fundamental focus must be on serving the customers who are so valuable to us. Our third focus will be leveraging our supply chain and our network. We have an extensive supply chain offering, quite unique and I [ view ] an advantage, simplification and speed to customer at their core. We will continue to build on this position. Fourthly, service. At our core, we are a fulfillment operation. Parts and products delivered to customers with superior service, superior product knowledge at the heart of what we must do brilliantly. Fifth, we'll grow. We'll look to appropriately grow our footprint to be better able to serve our customers and importantly, to leverage our proximity to those customers. And finally, will need to be fit to compete. We will continually optimize our cost base and appropriately invest in the right capabilities for both now and into the future. Finally, I'd like to thank everybody that has welcomed me to Bapcor and support of my transition, and we'll continue, I hope, to support my transition. In particular, I want to acknowledge the work that Mark Bernhard has done as the Interim CEO and Managing Director. Mark stepped into an executive role at a challenging time, and he did an outstanding job. He led new initiatives to simplify our operations, reduce our cost and importantly, stabilize our business. So thank you, Mark. Mark has now returned to his role as an Independent Nonexecutive Director and the company continues to look forward to his continued contribution. To Maggie Hazeltine, who has played an important and enduring role with Bapcor over 8 years and has served as Chair for the last 3, on behalf of the Board, I'd like to say thank you, Maggie, for her dedication and her effort. Her contribution has been significant and the company has evolved in so many ways with the benefit of her input over that time. As I said earlier, Bapcor acknowledges the imbalance and diversity of our board, and we will be addressing that as we look to replace at our latest NED. So with that, we'll now move to the formal part of the meeting. Shareholders and proxy holders can vote on each of the items of business to be conducted at today's meeting in person or via the share -- the Computershare online platform. Instructions on how to vote, how to ask questions were provided at the start of the meeting. And for those online, please refer to the Computershare online meeting guide for any further questions you might have. The phone lines are now open for any verbal questions. To assist with the efficient running of the meeting, we'll group questions related to the same subject matter together. Our first item of business is the consideration of the company's audited financial statements and the related reports for the year ended 30 June 2024. The Corporation Act requires the audited financial statements and related reports of the 2024 financial year to be laid before the meeting. I now declare that these reports, which are available to shareholders on the 21st of August 2014 via the ASX and via Bapcor's website have been laid before the meeting. Although shareholders are not required to formally vote on the company's financial and related reports, I would welcome any discussion or questions on these reports. As I mentioned previously, the company's auditors, PricewaterhouseCoopers; and Alison Milner, the partner responsible for the company's audited in the 2020 full year is in attendance today to answer any question on the conduct of the audit or the content of the auditor's report. I'm advised by the auditors that no relevant questions have actually been made to their attention prior to this meeting confirmed. If there are any attendees in the physical world that would like to ask a question, please approach the microphone, show your red or yellow card, provide your name, and we'll take your questions.

Yes, my name is Steve van Emmerik. I'm the Australian Shield Association Company miner for Bapcor. I've got a background at Caterpillar and past distribution and so on. I've been a professional investor for about 20 years. So that's my way of saying I'm not completely clueless. Just a couple of questions about the financials. Better than Before, McKinsey came in, there was about $32 million spent. Were there any specific outcomes, I guess, that were positive out of that? Any big wins? And if not, why not? And who is responsible?

So maybe if I take that question and ask others along one. Mark, I'll get you to jump in. I think the first part is I'm responsible. I think that's where it now stands, better than before was a program that's put in place to leverage value out of the organization. There are many great ideas that are being brought back into the organization. The overall quantum and the overall transformation program was not what we wanted and hence, why it has been, I suppose, disbanded. There are many segments that we'll look at within that world around pricing, the way we manage inventory, the way we go to market, our cost structure that we are bringing back into the world. And the announcements that were made as of the end of the financial year do cover areas of that. So specifically, the way we want to manage inventory, the consolidation of warehouse sites and the reduction of the headquarter staff. Mark, is there anything that you'd...

Yes. Thanks, Angus. And thanks for the question, too. The way I'd probably characterize it, we certainly had a level of ambition in the projects. We probably had too many initiatives as we went through the -- through. But a lot of the -- as Angus said, the key parts of the program around pricing, procurement, supply chain, property, all of those things are things that we need to work on and we are continuing to work on those. But it's in a much more simplified way. We're working on taking complexity out of the business, simplifying the business to help us unlock some of those benefits.

Yes. One more question. Just on the financial side. The write-down of approximately $253 million, I guess, $191 million impairment of intangible assets. This presumably reflects -- with the benefit of hindsight, poor quality of past acquisition decisions. What were the biggest things, I guess, written off? When were they purchased? And who made those decisions?

The majority relates to the retail division purchased of Metcash. I think it was 2015. So it's quite a while ago. They certainly performed reasonably, not with a huge impairment headroom, but certainly, during COVID like a lot of retail they performed reasonably well. But post COVID -- they did -- it became clear, they weren't performing enough to justify that, and they were impaired. But it goes back to 2015 largely.

So like that's 80% of it? 50% of it? What sort of...

I think 70%, George, 70% relates to retail.

So no other questions from the floor? Karen, are there any questions online?

No online questions.

No online questions, great. So if that's the end, I'll now ask that the company secretary record, that the auditor counts the financial statements and related reports for the 30th of June 2024 have been received and have been considered by shareholders.

Our next item of business is resolution 1. This relates to the reelection of Mark Bernhard as a director. Mark was appointed to the Board on the first of March 2022 as an independent Nonexecutive Director and his qualifications, background and experience are summarized in the notice of meeting. I'd now like to ask Mark to just briefly address the meeting, if you would.

Thanks, Angus, and good afternoon, everyone. As Angus mentioned, I now have a little over 2.5 years involved in the business. I bring over 30 years of experience in the automotive industry, which saw me working internationally for about 15 years across diverse markets from the mature markets of the U.S. and Europe to the rapidly expanding markets of Southeast Asia and China. My executive career included many highlights, but I was CFO for General Motors in China and also here in Australia. And then from 2015 to 2018, the Chairman and Managing Director of General Motors Holding. I'm also a Non-Executive Director of Healthy Male, and not-for-profit that provides information for men's health, and I'm Chair of their Audit and Risk Committee. I did relinquish my Non-Executive Director role at Carbon Revolution, a high-tech carbon fiber automotive wheel manufacturer based in Geelong back in February. And it was at that time, I stepped in as the interim CEO at Bapcor, and remained in that role until Angus joined. I took on the responsibility to stabilize the team. And we started the journey to reduce cost, simplify the business and become more externally focused with the plans we announced at the full year results. My time in the role amplified my understanding and depth of knowledge of Bapcor. We have a skilled team of very passionate people from stores to distribution and right through our head office. We have a portfolio of great brands and businesses. We have strong relationships with our customers and with our suppliers. We have made great progress on ESG and improving the corporate culture. No doubt there is a complexity in the way we operate, but we have plans to simplify the business. We're an opportunity-rich organization. And that's what really excites me, unlocking that value. In closing, I'm really excited to be able to play my role back on the Board, and I hope I have the support of you, our investors, to do that. Thanks, Angus.

Thank you, Mike. So the resolution appears on the screen, and I'll take that as read. Also appearing on the screen are the details of the valid proxy votes on the resolution. If any attendees in the room would like to ask a question, again, please, I'll say we'll hand a microphone to you rather than approach the mic and please show your yellow or red card and provide your name. So are there any questions from anyone attending? No. Karen, I'll turn to you to see if there are any online questions .

There's no online questions on this resolution.

Great. Thank you. No online questions have been received for this resolution. So I'll now formally put this resolution to the meeting. As previously advised, I'm now going to hand over the chairing of this meeting to Mark Powell.

Thanks Angus. Okay. Moving to resolution 2. Good afternoon, everyone, both in the room and online. My name is Mark Powell, and I'm Bapcor's Lead Independent Director. Resolution 2 is a nonbinding resolution to adopt Bapcor's remuneration report, which is set out in the company's 2024 annual report. The resolution appears on the screen, and I will take it as been read. Also appearing on the screen are the details of the valid proxy votes received on this resolution. Okay. So if any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card and provide your name. [ Stephen ]?

Thanks, Mark. I understand ex-CEO, Mr. Meehan was let go following the, I guess I'd call it the failure of Better Than Before. He's paid $1.25 million for the year after he was let go. I'm not sure if any of your retail shareholders here have been paid $1.25 million after being let go. But I'd just be interested in what value he's provided for being paid that money since that day.

Well, the first thing is it was an agreement at the time when he retired. And that agreement had benefit to the company, I believe. We have met with Noel regularly. I've met with him myself. I'm meeting with them again shortly. Certainly, that the in-depth relation diminishes with time. But basically, overall, I think from an arrangement for shareholders, it's been overall beneficial. And Karen, any questions online?

We've got one question from [ Stephen Mayne ]. Did any of the main -- did any of the 5 main proxy advisers recommend a vote against any of today's resolutions, including this rem report? If so, what reasons did they give? And will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protest? Best practice is now to disclose the proxies to the ASX along with the formal address to offer more timely disclosure to the market. Will you adopt this practice at next year's AGM?

There are a few questions in there. I'll try and remember them. Firstly, we've got the up-to-date valid votes there displayed as well, you can see. The different proxies, ASA, Axis, Glass Lewis, ISS, Ownership Matters, we met with all of them. They all had different conclusions actually. And the people who subscribe and relate with those various proxies will know what their recommendations were. But some were in favor of some resolutions and some against others. I'm not going to go through them all. They're available for those who subscribe to them. So that's 2 of the questions. But there were a few -- what else was in there, Karen?

Will you adopt this practice at the next year's AGM, that's disclosing it to the -- the proxies to the ASX.

Are we saying disclosing individual proxy recommendations? Or not?

I think it's disclosing that slide that is submitted to the ASX, we don't put that slide up on the...

Oh, it's disclosing the slides. Well, we're doing it already, so unless I'm missing the question, I think it's being done. Hopefully, I'm not misunderstanding the question. Okay. Any other questions online, Karen?

None on this -- no further on this one.

Okay. Another question from the floor.

Yes, me again, Mark. Just a preamble to why I'm asking this question. Last year at the AGM, I asked why key management personnel had failed for 2 years to buy any shares with the money they received from their incentive payments despite a stipulation that they should use some of this money to buy shares within 3 years. On a positive note, I was happy to see that following the AGM and that question, shares were purchased, which was great. On the other hand, I think you could have maybe avoided that issue and maybe the perception around that issue where maybe people weren't buying shares at $7 or $8 and then later on, we're buying at a lower price if you had a slightly different remuneration plan that kind of took that decision about when to buy the shares out of the individual key management personnel plans, like I know you've got one at JB Hi-Fi, where you're on the Board. Just be interested if the Remuneration Committee would be interested in giving me 5 minutes of their time after this meeting to just have a quick chat about that.

I'm sure Kate would be happy as Chair of the committee. In terms of STI now, we have changed that. And it used to be, with the STI, that was deferred. If they already held the necessary minimum amount, they didn't have to. We've changed that. That the deferment will be all in shares. So that change has been made. We certainly support executives owning shares and Board members. And in terms of considering Angus' remuneration, which is subject to some of these future resolutions we'll come on to, that was a factor as well. So thanks, but Kate, will be happy to have a chat with you, Stephen. Okay. No more questions, Karen, online on this resolution?

No further questions.

Okay. I now formally put this resolution to the meeting.

Okay. And now I'll move on to resolution 3. Resolution 3 seeks shareholder approval for the grant of sign-on rights to Angus McKay, the company Executive Chair and CEO. The resolution appears on the screen, and I will take it as been read. Also appearing on the screen are the details of the valid proxy votes received on the resolution. If any attendees in the room would like to ask a question, please take the microphone, show your red or yellow card and provide your name. Any questions in the room? Okay. There's no questions in the room. Karen, are there any questions online related to this resolution?

Yes. Resolution 3. So this is a question from [ Stephen Mayne ]. "I am happy to vote in favor of these sign-on rights for Angus, but would like a commitment for Angus to put himself up for election as a director at next year's AGM. If he remains as an -- in the executive chair position, he is talking about bringing greater accountability to Bapcor, and such a move would increase his own accountabilities to shareholders. Is he prepared to make this commitment?"