IDP Education Stock

Good morning. Welcome to IDP Education's 2025 Annual General Meeting. My name is Tracey Horton, and I'm the Chair of your company. It's now 9:30 a.m. and as there is a quorum present, the meeting is now open.

I would like to begin by acknowledging the traditional owners of the land on which we are meeting today, the Wurundjeri people of the Kulin Nation, and pay my respects to the elders, past and present.

On behalf of the Board, I'd like to welcome all shareholders, guests, and other visitors attending in person and also via online platform. Shareholders participating in the AGM in person all through the online platform will have the opportunity to submit questions to the Board, management and also IDP's external auditors during the course of the AGM. Details on how shareholders can participate as set out in the notice of meeting. and in the online virtual AGM guide, which have been made available. Both documents are also available to view online and download at the bottom of your screen alongside the get a voting card and ask a question buttons.

While we will endeavor to answer all your questions today, if there are similar questions, we'll answer 1 from each group. Also, if we do run out of time, additional questions will be followed up after the meeting.

I now formally open the poll on resolutions. All polls will remain open until 5 minutes after the conclusion of today's meeting. As we move through the items of business, I will respond to questions from shareholders and proxy holders. I'll take questions from the room first, and then we'll move to the online platform.

Joining me today, we have fellow directors, Board members, Professor Colin Sterling, Greg West; Ariane Barker; Chris Leptos; Michelle Tredenick, Andrew Barkla and Paul Rogan. We also have Tennealle O'Shannessy, our CEO and Managing Director; and Ashley Warmbrand, our Company Secretary and General Counsel present.

You can find copies of the Chair's and the CEO's speeches on our website, they have been released to the ASX this morning. This is my first AGM as Chair since my appointment to the role earlier this year, which followed the planned retirement of Peter Polson. Peter served on the Board of IDP for some 18 years, during which time the company grew from an Australian-focused business to a global leader in international education. On behalf of everyone here at IDP, I thank Peter for his important contribution over many years.

I'm looking forward to working with the rest of the Board and our leadership team to realize the opportunities in our business for you, our shareholders. I've enjoyed having the opportunity to meet with many of our large shareholders over the last couple of months and look forward to meeting many of you here in the room after today's meeting. Engaging with shareholders and understanding your perspectives is an important part of my role as Chair.

2025 has been a challenging year for our sector and for our company. As industry volumes declined significantly following the record highs that were reached in 2023 and 2024. This followed 2 decades of 6% percent compound annual growth running up to 2020 when the growth was temporarily disrupted by the global pandemic. Concurrent election cycles in our 4 key destination markets triggered restricted immigration and international student policy settings. Those caused a significant decline in volumes over the past couple of years. These dynamics have been more synchronized and indeed more persistent than in previous cycles, and they've had a direct impact on industry volumes and on IDP's financial performance in fiscal year '25.

At IDP, we did enter the year anticipating challenging conditions, and we set the strategy accordingly. Our leadership team focused on what was in their control, quality, yield discipline, market performance and cost control, while maintaining the ability to be agile in response to an expected return to more normal conditions. However, policy uncertainty and volatility increased throughout the year. And due to the long-dated pipeline of our business, we now expect this disruption to long-term industry trends to persist in fiscal year '26.

In fiscal year '25, we reported adjusted group EBIT of $119 million, down from $239 million in fiscal year '24. Adjusted group NPAT was $65 million, down from $154 million the previous year. These results fell well short of our expectations and of yours. We are taking decisive action to manage financial performance and to position the business for the future.

At our full year results announcement in August, Tennealle outlined a multiyear transformation program. This will reshape IDP into a simpler, more agile, technology-enabled business with a more flexible cost base. This transformation program will deliver significant additional cost savings in fiscal year '26 and beyond. It will also focus investment on technology that improves the student experience and enables our teams to serve our students and engage with education partners more productively. These outcomes will strengthen our quality differentiation, reinforce our student-first approach and position us continued market outperformance.

On capital allocation, during the year, the Board refreshed our capital management strategy. Our priority is to maintain a strong balance sheet, apply clear discipline in capital allocation and to return surplus capital to shareholders where appropriate. As part of this review, the Board approved a transition to a cash-based dividend policy, ensuring sustainability and alignment with peer companies. The Board declared a final dividend of $0.05 per share, bringing the full year declared dividends to $0.14 per share.

Another important focus for us during the year was ongoing Board renewal. In addition to Peter's planned retirement from the Board in June this year, our long-standing director, Greg West; is stepping down from the Board at the end of today's meeting. On behalf of all of us at IDP, I'd also like to thank Greg for his important contribution to IDP over many years.

We are continuing the process of Board renewal to ensure we've got the right mix of skills, experience, industry knowledge and also fresh perspectives. In line with this commitment, our newly appointed Director, Paul Rogan, will stand for election today. Paul has strong commercial acumen, coupled with extensive experience across audit, risk and strategy. His understanding of international markets and digital first growth will also be valuable as IDP progresses the transformation strategy.

On remuneration, last year at our AGM, we received a first strike with 33% of votes cast against the remuneration report. Since that time, a new Chair of the Remuneration Committee, Michelle Tredenick and I have had the opportunity to meet with many of our shareholders and also the proxy advisers to discuss our remuneration settings and understand their perspectives. Cognizant of feedback, we've made some important changes to our remuneration settings and minimum shareholding requirements as well as enhancing our disclosure. The Board also exercised its discretion to significantly reduce the STI payment in light of the disappointing financial performance in fiscal year '25. We halved the outcome and we allocated the benefit as deferred equity instead of cash. Later in the meeting, we will discuss the remuneration report in more detail.

During the year, we also made important progress on our sustainability agenda. I encourage you to review our sustainability report for further detail on our commitment and progress towards building an inclusive culture and delivering social impact, managing our operations responsibly and responding to climate change.

Finally, I'd like to acknowledge our people, to Tennealle, our global leadership team and all of IDP's people around the world, thank you. Our teams have worked incredibly hard to support our students and partners while managing the business in a highly dynamic operating environment. They've moved quickly to drive the cost reduction and transformation program that's now underway. While we continue to navigate a challenging policy environment in the near term, we do remain confident in the long-term drivers that underpin our industry.

Universities will continue to seek high-quality international student placements and students with global education and career aspirations continue to want to study overseas. Being trusted by those students, test takers, partners and stakeholders continues to differentiate our business globally. In time, we do anticipate that the governments in our destination markets will ease the policy settings for skilled migration and international students. As developed economies with aging populations return to a focus on growth.

I'm confident in the underlying strength of our business, and I'm confident in the ability of our people to deliver the transformation program to position our business for the for the benefit of our customers, our partners and for you, our shareholders. I'd now like to invite Tennealle to share her report on the financial year.

Thank you, Tracey, and good morning to everyone who is joining us, both here in person and online. Today, we will reflect on our financial and operational performance for the financial year of 2025, a year in which we not only navigated challenging industry conditions, but also took decisive steps towards reshaping IDP for a stronger, more resilient future.

Let's begin with our FY '25 key financial metrics. As we shared in August, our financial performance for the year fell well below our expectations and yours. This was driven by ongoing policy uncertainty across our 4 key destinations. Australia, Canada, the U.K. and the U.S., which continued to reduce the size of the global international student and test taker market. This had a direct impact on our volumes with student placement volumes down 29%, and IELTS test volumes down 18%. Revenue declined 14%, which was materially better than the drop in volumes. This reflects both strong yield growth and disciplined execution. Overall, our adjusted EBIT fell 48% year-on-year, demonstrating both the challenging operating environment and the inherent deleverage in our business model.

Turning to costs. We made solid progress on cost management throughout the year. Direct costs were reduced by 6% and overheads by 5%, resulting in a $20 million reduction in our cost base. This was achieved by making difficult but necessary decisions about the shape of our teams, plus managing a disciplined approach to spending across all line items, including marketing, travel, technology and consultancies. These actions partially mitigated the volume-driven pressure on margins.

As Tracey mentioned, we've carried this focus into financial year '26, where we see further opportunity to simplify operations to resize our cost base and to accelerate our shift towards a more technology-enabled organization. Importantly, we finished the year with a strong balance sheet, which provides us with the flexibility to invest in transformation, to navigate ongoing volatility and to deliver long-term shareholder value. This financial resilience has enabled us to continue to invest prudently directing investment into the highest return opportunities that support long-term growth. Central to our strategy has been the use of technology to deliver differentiated services for our customers and to drive productivity across our teams.

Artificial intelligence has been a key focus area and 1 where we believe IDP holds a significant competitive advantage. Our AI tools, although in early stages, are underpinned by our comprehensive proprietary data assets built over many years of enrollment, eligibility and engagement insights. This foundation positions IDP to deliver AI-powered services that others simply can't match.

Now let me share with you how we're bringing this to life. We believe AI is most powerful when it enhances human connection. That principle has guided the launch of our counselor recommendation engine, which is now used by over 80% of counselors to deliver a more personalized guidance and to reduce manual course matching. This year, we also piloted our AI-powered student adviser Navi in over 10 countries. Navi captures student profile information 8x faster and connects outside of business hours and now qualifies 25% of leads in India. Enabling us to scale data capture, to power our matching services like FastLane. Finally, FastLane proposed. This is the next phase of our FastLane proposition, and it uses AI to deliver personalized offers from institutions within days, unlocking scale for client courses and international data across the FastLane ecosystem.

Moving now to language testing. This year, we launched our IELTS One account, making it easier for test takers to book their exams. And we've already seen a 6% uplift in conversion rates for computer-based tests. And while these innovations reflect our commitment to improving services for our customers, we also recognize there is more we need to do in order to position IDP to win in continuing dynamic conditions. As such, in August, we outlined our plans for a multiyear transformation program to reshape IDP for a fast-changing AI-enabled world. The first phase will focus on simplifying our operating model by reducing layers and duplication and optimizing our corporate functions.

At the same time, we are refocusing on high-value operations to deliver more profitable growth and streamlining and driving efficiency in lower-profit operations. Supporting this is a goal to centralize and leverage global purchasing power to reduce vendor spend, to consolidate our disparate systems and platforms and to standardize our processes. In parallel, we're laying the groundwork for future phases by further leveraging digital and technology to drive growth, to drive productivity and to support revenue diversification.

Although we're only 3 months into the year, we're already making strong progress, and we look forward to updating you on the future priorities of the transformation over the course of the next year. Changing people's lives by helping them reach their international education goals remains at the heart of what we do. And we are confident we can help more people more efficiently through our transformation program, providing more value for our customers and our business in the process.

Now before handing back to Tracey, I want to finish by acknowledging the IDP teams around the world. As we've commenced our transformation, we have made challenging but necessary decisions that have impacted the size and shape of our team, many dedicated and talented colleagues have left the organization. However, our teams have demonstrated remarkable resilience, and I'm very thankful for their expertise and their dedication to our purpose. Change is not easy. However, together, we are building a more agile and more focused IDP, one that empowers our people to do what matters most to help people achieve their international goals.

While acknowledging our teams, I'd also like to echo Tracey's comments and to congratulate Peter Polson for his tenure as Chair. Peter helped shape the culture of IDP and I'm also personally grateful for the guidance he provided me as I joined IDP. I'd also like to acknowledge Murray Walton and Warwick Freeland, our Chief Financial Officer and Chief Strategy Officer, who both stepped down this year after more than a decade each with IDP. Murray and Warrick were fundamental in shaping IDP's growth and culture. In acknowledging their service, I'd also like to welcome Kate Koch, our Chief Financial Officer, and Jen Fleming, our Chief Strategy Officer, to our global leadership team. Both step into IDP in a period of immense change, bringing valued skills, experience and perspectives to support the transformation and to lead IDP forward.

To close, I'd like to reaffirm our expectations for the year ahead. Our focus for financial year '26 is on managing financial performance and delivering on our transformation priorities. We expect that FY '26 adjusted EBIT will be in the range of $115 million to $125 million, consistent with the guidance we shared at our financial year '25 results announcement in August. This outlook is underpinned by a planning assumption for international student volumes to decline 20% to 30% compared to financial year '25, reflecting the annualized impact of policy changes made over the last 12 months, and aligned with current visa -- market visa data. We continue to remain confident in revenue outperformance driven by a focus on profitable growth and average yield improvement.

Student placement average prices are expected to grow high single to low double-digit percentages, and English language testing average prices are expected to grow at mid-single-digit percentages. Our adjusted EBIT will benefit from the transformation program, delivering a net $25 million reduction in our cost base in FY '26 with savings weighted to the second half.

We also remain confident in the long-term growth trajectory of our global market. The international education market has a long track record of sustainable growth, with a 6% compound annual growth rate delivered over the past 2 decades. While the past 18 months have been challenging, and we do expect this to continue in the near term, when we look forward, the macro drivers underpinning international student mobility remain compelling, with the market forecast to grow to 10 million students by 2030. And it is this longer-term focus we take into financial year '26 and remain focused on as we reshape IDP to capture this opportunity.

To you, our shareholders, thank you for your support of IDP throughout this period and for your belief in the life-changing services we offer. While we are operating in a disrupted environment, we have leading positions in large markets. We have deep customer trust and a clear plan to lead through the challenge, so we can continue to support the international students of today and those that will follow. Thanks, everyone.

Thanks, Tennealle. We'll now turn to the formal business of the meeting. The notice of meeting was sent to shareholders and a copy is available online on the ASX website.

I'd like to summarize the proxy and voting procedures for the meeting. Shareholders and proxy holders have the opportunity to consider and submit their vote on each resolution up to the end of the meeting. Following discussion on each item, the proxy results will be displayed on the screen, where undirected proxies have been given in favor of the chair, I'll be voting those proxies in favor of all items except Item 6, which I will be voting undirected proxies against.

Please note, only shareholders and proxy holders may ask questions. Online questions can be entered on the virtual meeting platform using the instructions on the platform or in the online meeting guide. All online questions will be moderated to ensure that they are appropriate to be put to the meeting, and we'll now move on to the items of business for the meeting as set out in the notice of meeting.

The first item of business is to receive the financial report for the year ended 30th of June 2025. Our auditor for the 2025 financial year, Travis Simkin from Deloitte is available to take questions relevant to the conduct of the audit and the preparation and content of the independent audit report. Please direct any questions that you have of our auditor through me. Are there any questions in the room?

Yes, please, gentleman in the middle there.

Good morning. My name is [ Peter Kelliero ], and I'm a very new shareholder in IDP. Just to clarify a couple of things. The past couple of years, it's fair to say it has been a challenging time for IDP. I've noticed that earnings over the past couple of years have gone from 2 years ago to $227 million to $119 this year, and the debt's gone up from $42 million to $165 million. It was actually great to hear talk of debt reduction and making some efforts to reduce the debt. One of the comments I read in the annual report to be fair, I haven't actually read all of it yet. Is it -- you believe that over time, the number of students you will actually gain will actually increase. Why are you so confident that the level that we have now isn't the new normal?

Thanks, Peter, for your questions, and welcome to IDP as a new shareholder. I'm very glad to have you, and thanks for showing up today. Good questions and ones that both the Board and the management team have been exercising their minds with regard. Look, I think in terms of the long-term structural drivers of the industry, we do remain confident that we will return to those historical rates of around 6% a year growth. The reasons for that is that we've experienced many, many years of consistent growth in international students prior to the pandemic. We did have a disruption with the pandemic. There was then a rebound and because of the increased number of students, that's what's been a driver of government reactions towards that.

We feel confident that students -- we know that students still want to study overseas. We speak to a lot of students. We know that for sure. We know that universities want to have those students in their campuses. We speak to universities. We know that for sure. And so really, it's about governments returning to more normal policy settings. Thank you for your questions.

So what makes you confident the government will return to more normal settings. There's a lot of pressure out there for some governments from the general public, to be frank, in anti-immigration push, I don't understand it because we -- the 4 countries that you mainly cover about to hit a major demographic bust, we baby boomers are retiring. And there's going to be a labor shortage, which is what the students, hopefully will help. So what makes you so confident that governments are going to act rationally.

Well, in some ways, you've answered part of your own question, I think, but because we agree with you, we think that over time, there will be pressure on governments to return to growth settings. International student demand has been caught up in the whole anti-immigration stance that governments around the world have taken. But we feel confident that within that sector that -- and we're already seeing in some jurisdictions here in Australia. There's been a little bit of an easing of caps. We feel confident that this is a segment of immigration that governments will welcome back.

Okay. One other question, the Canadian business. What's happened to the Canadian business? Why is it -- had such a bad year?

It's related to the political decisions that governments have made, totally related to that.

Okay. Even though Canada has a very competent economist as prime minister.

Well, we're hopeful that we might see a little bit of a change in stance of the Canadian government. But like you, we do not have a crystal ball. Thanks for your questions. Any other questions in the room?

Hi. Good morning. Good morning. If you were like, say, a fresh start-up and you had an untested business model, I would probably ask you for a 30-second elevator pitch for what your focus is and why you're irreplaceable. At the start of this meeting, we didn't really hear that so much we heard that your business is complicated and you're hoping to simplify. So I was thinking I might just put you on the spot and get that 30-second elevator pitch from you.

You mean why IDP is essential?

Basically, what your focus is, what you do, the function you perform and why you continue to be relevant?

Our business is that we place international students. We enable them to fulfill their dreams of international education by placing them in the universities that match those aspirations. We have done this for very many years. We've differentiated ourselves through really caring about the student, really caring about quality and making a good match between the student and the university of their choice. We've done this very successfully for many years. We're diversified. We've generally been able to withstand policy changes in various jurisdictions around the world.

This particular circumstances where we've seen policy changes in all of our major jurisdictions. But because we are the quality player, we are the leading player, we're confident in our ability to sustain ourselves through this difficult challenging period.

That's a good pitch. Okay. Now you mentioned simplifying. So what has been complicated? And what is the main thing that's been complicated? And what is -- what are you hoping to eliminate from your business model?

Essentially, what we're doing is we're moving from a very people-focused business to one that is enabled by technology by a digital platform and by artificial intelligence. So we're using those tools. We're taking this opportunity while conditions are disrupted to make some significant investments to improve the experience for our students and to also improve the capability of our student counselors to do their jobs in helping those students. So I wouldn't say it's making -- going from complicated to simple. It's about giving people the tools that they need and making our cost base more flexible.

Okay. Thank you very much. I did put you on the spot here.

That's my job. Thank you for your questions and welcome as a new shareholder. Peter, again, yes.

What's your market share? I mean the last I saw is about 32%. Is that about right?

It's not a straightforward question, Peter, market share. It's something that we measure on a market-by-market basis. it's also different for different parts of our business. So we are the market leader in our student placement side of the business. The English language side of the business is a bit more competitive. But it is a very fragmented market. So we are the largest and the leader, but there are many, many other players in the market. Thank you. Other questions in the room? Are there questions online? Oh, sorry. We are on the financial statement still on...

Is that right? Can we be asking any question.

Not any questions on the financial statements.

So we will have the chance for ask...

We will have a chance to ask general questions at the end, thank you. Any questions from the online platform?

There are some questions. Could new Chair, Tracey Horton, please comment on the biggest changes in Board process, delegations, reporting loans or governance that she's implemented since taking over as Chair from Peter Polson in June this year. Could the CEO also comment as to whether Tracey is more or less hands on than Peter as Chair, question from [ Stephen Mayne ].

Do you think this is one on the financial statement? You want to do this one now. I think we should defer it to the end. I'd prefer to focus on the financial statements of this.

There's no questions on the statements.

Okay. All right. Thank you. Okay. So there's no vote on this item. And the next item of business relates to the election and reelection of directors. The first part of this resolution relates to my own reelection. So I'll ask Ariane to chair this part of the meeting.

Good morning. Thank you, Tracey. Agenda Item 2A is for the reelection of Tracey Horton as a Director. Tracey's skills, experience end qualifications are set out in the notice of meeting. Tracey will now say a few words.

Here I am again. Thanks, Ariane. I'm honored to be standing for reelection as a Director of IDP today. I joined the IDP Board in September of 2022, and I was appointed by my fellow directors as the Chair of IDP in June of this year. I'm an experienced company Director and Board Chair, and I bring to IDP broad experience from both my executive and Board career across corporate strategy, international operations, finance, governance and the education industry. In addition to my role at IDP, I'm currently a Director at the GPT Group, IMDEX and Bhagwan Marine, all ASX-listed companies. I hold a Bachelor of Economics with honors and an MBA, and I'm a life fellow of the Australian Institute of Company Directors.

Since I joined the Board of IDP 3 years ago, I've chaired the Remuneration Committee and now the Board. Over that time, we've seen the benefit of a diverse Board, consisting of members of complementary skills, resulting in valuable perspectives and quality decision-making. I'm fully committed to fulfilling my responsibilities as Chair and Director of IDP with the highest integrity. And with your support, I look forward to contributing to IDP to deliver long-term value for shareholders over the next several years. Thank you. I'll hand back to Ariane to conduct the poll for the resolution.

Thank you, Tracey. Are there any questions in the room related to this particular resolution? Are there any questions online?

There are no questions on the line.

Thank you. As there are no further questions, the proxy position in relation to the resolution is now set out on the screen. And I will now hand the chair back to Tracey.

Thanks, Ariane. Agenda Item 2B relates to the reelection of Michelle Tredenick as a Director. Michelle's experience, skills and qualifications are outlined in the Notice of Meeting. And Michelle is now going to say a few words.

Thank you, Tracey, and thank you to all of our shareholders for giving me the opportunity to seek your support for my reelection to the IDP Board. I joined the IDP Board in September '22 and present myself for reelection at this AGM. I've been a full-time Nonexecutive Director for over 15 years and today, have the privilege of sitting on a number of company Boards, including both listed and private boards across a range of industries. In my executive career, I held a number of senior executive roles and my expertise lies in financial services, strategy and technology digital.

I have been and continue to be closely involved with many of the major challenges facing companies like IDP today, including digital disruption, regulatory and policy changes, geopolitical and macroeconomic uncertainty as well as the rising tide of customer and community expectations of businesses. I've brought this experience and skills to IDP as a Board member. And from July of this year, I've also taken on the role of Chair of the Remuneration Committee. I ask for your support, and I thank you again for giving me this opportunity.

Thanks, Michelle. Are there any questions in the room? Any questions online?

No questions online.

Thanks, Ashley. As there are no questions, the proxy position is now set out on the screen. Michelle, agenda Item 2C relates to the election of Paul Rogan as a Director, and Paul's experience, skills and qualifications are also outlined in the notice of meeting and call will say few words.

Thank you, Tracey, and good morning to you all. Certainly a privilege for me to be having opportunity today to speak to you as I stand for election as a Director of your company. For those of you who have not yet had the opportunity and pleasure of meeting, I bring over 25 years experience as a senior executive and Board across major financial institutions and growth-oriented businesses. Most recently, I served as the Chair of ASX listed Hub24, and I'm a Nonexecutive Director of Raiz Invest, and I'm also the Chair of a private business household Capital.

IDPs impressed me is a remarkable organization with a global footprint, a quality brand and a mission that really resonates with me in terms of empowering students through access to quality education. Notwithstanding that the company is navigating some cyclical market challenges, which you've heard already in the meeting. I see enormous opportunity to leverage our strengths, to embrace digital transformation and to continue to enhance the experience we offer to students, the partners and our shareholders alike. My commitment to you is to provide strong oversight, strategic clarity and a culture of transparency and accountability. I'm very much looking forward to deepening my knowledge of the company and the markets within it operates. And I'm certainly energized by the opportunity to work closely with my colleagues on the Board and the talented executive team at IDP to navigate its next chapter. Thank you for your continued support of IDP Education. If elected, I will serve with dedication, integrity and a clear focus on shareholder value creation. Thank you very much.

Thanks, Paul. Are there any questions in the room? Any online questions.

Not on this resolution.

Okay. As there are no questions, the proxy position is now set out on the screen. Congratulations, Paul. At this point in the meeting, we'd actually like to -- you heard me refer in my remarks earlier to the retirement of our long-standing director, Greg West. Greg is retiring after 18 years of significant service with multiple contributions over many years to IDP, and we'd like to give them the opportunity to share few reflections on his time at IDP with you all.

Thanks, Tracey. I was probably going to not so much share some reflections, but just comment on some recent Board outcomes. Sharing reflections would, of course, be going over a lot of history, and we all know about that, but anyhow. So I think the CEO appointments that your Board has made since listing have been exactly as needed for IDP to create the best outcomes for our shareholders in challenging times. Tennealle is providing strong leadership. We have market-leading position, clear strategy and the transformation plan that will make IDP a more efficient tech-enabled business position to outperform. Tennealle has built a talented executive team for that purpose.

Lastly, it's good to see, certainly from my viewpoint, the Board renewal program moving ahead with significant new appointments over recent years, including the new Chair. Thank you, Tracey. I should say, just in concluding, that it has been a privilege to serve on this Board. I wish the Board, Tennealle and the executive team every success, thanks.

Thanks, Greg, and good luck from all of us for all of your future endeavors. We're now going to turn to agenda item 3, which relates to the consideration of the 2025 remuneration report. The vote on item 3 is advisory only. Are there any questions in the room on the remuneration report? Any questions through the online platform.

There is 1 question from [ Stephen Mayne ]. It's a shame you didn't disclose the proxy votes with the formal address, leaving us debating somewhat in the dark. Did any of the proxy advisers vote against today's resolutions, including this rem report item? If so, what reasons did they give and did this translate into any material protest votes. Please don't say proxy adviser recommendations are confidential. It is standard for companies to be across this detail on the voting recommendations and informed shareholders where relevant.

Well, I think, Ashley, before I answer that question, we might just show the proxy results actually. And so in answer to that question, we can clearly see that we've received a second strike on our remuneration report, and it's a very disciplined pointing outcome for all of us at IDP. As a Board, we are very conscious of the need to align the interest of management with shareholders and provide a meaningful incentive to drive performance and accountability.

Since the release of last year's remuneration report, we have engaged extensively with shareholders to better understand their perspectives. We also engaged extensively with proxy advisers. We think it is important to have consistent engagement with shareholders and proxy advisers regarding the remuneration decisions that we make. And proxy advisers, we met with all the proxy advisers, they had mixed recommendations. And for those that voted -- recommended a vote against our remuneration report. We disagreed with some of their reasons, and we did respond to them both in person in the room, and we provided written feedback to the comments that they've made.

Over the course of the last 6 months, I have undertaken 2 roadshows with Michelle Tredenick joining me for the second roadshow as the new Chair of the Remuneration Committee. In both those roadshows, we met with shareholders that represent approximately 50% of our shares outstanding. As I mentioned, we also met with all the key proxy firms.

During those meetings, we took the opportunity to explain the changes we've made to our remuneration settings for fiscal year '26. We took the opportunity to outline our responses to the strike that we received last year. We outlined the improved disclosure in the remuneration report and discuss the rationale for the reduced amount and structure of the fiscal year '25 STI award. So I would like to reassure shareholders that we're committed to ongoing engagement as we continue to develop our remuneration settings into the future. Are there any other questions in the room after that? Okay. Thank you.

We'll now turn to agenda item 4. This relates to the grant of rights to our CEO and Managing Director, Tennealle O'Shannessy’, are there any questions in the room? Any questions through the online platform, Ashley?

Not on this item.

Okay. As there are no further questions, the proxy position is now set out on the screen. We'll now turn to agenda Item 5, which is a resolution seeking shareholder approval for the renewal of the proportional takeover provision in the constitution. The rationale for this resolution was set out in the notice of meeting. Are there questions on this item in the room? Any questions online?

No.

As there are no further questions, the proxy position is now set out on the screen, we'll now turn to agenda Item 6. This is the conditional Spill Resolution referred to earlier. A conditional Spill Resolution is required under the Corporations Act , if a listed company receives 2 consecutive strikes against its remuneration report at annual general meetings. Are there any questions in the room? Any questions online?

Not on this item.

As there are no further questions, the proxy position is now set on the screen. So as you can see, the votes from the Spill Resolution are on the screen and the Spill Resolution has not passed. So that is the end of our formal business. We'll now take any questions on general business. And I think we did have a question in the room here.

My name is [ Andreas ]. I'm a shareholder. The question I have is -- I'm going to read it out. The Economist has recently highlighted the strong rise in intra-Asia student mobility, especially in Japan, Korea, Taiwan, Singapore, I think Hong Kong is in the list as well. And yes, it's actually attracting a lot of international students, which is traditional destinations, big 4, like Australia, Canada, U.S. and U.K. face tighter visa policies. Now given the IDP large Asian footprint, an integrated IELTS plus placement model, how is the company planning to capture this emerging intra-Asia opportunity. And maybe IDP can become regions key educator connector, linking the students across Asia...

I'm sorry, I just missed that last part of your question.

Yes. What I'm saying is that IDP could become the region's key educator connector, linking students across Asia. And is this built into the company's growth strategy, financial year 2016 and beyond. And that's not only for yourself, Tracey, that's for the Managing Director as well. And just to challenge a little bit what you said earlier, Tracey? Because that's how many companies go under like past performance is not the guarantee of the future performance because as Warren Buffett said, what's the moat now? I can't see the moat. I think it's disappearing with this digital disruption, as you mentioned, with AI, because it's getting cheaper. You definitely had this massive moat. I'm not sure if it's there, you've got the expertise.

And between 2016 and '22, just a bit of statistics, the number of Asian students studying abroad in this stage increased by about 40%. That's according to the British Council. And basically, there's a lot of things going on in Asia. So I think that's a main question -- how do you guys see yourself placed in this new environment?

[ Andreas], is that your name, [ Andreas ]? Thanks, [ Andreas ], for the question, and thanks for showing up to the meeting today. I'll just make a couple of introductory remarks and essentially keen to hear from our Managing Director. So I'd be very happy to hand the microphone over to her. We do challenge ourselves all the time, both in terms of understanding what the trends in student growth will be and also thinking about markets and destination markets and source markets for our students. And we don't have a crystal ball, as I mentioned earlier. And all we can do is our best efforts in terms of determining our planning assumptions for the future.

We do believe that our 4 key destination markets, the English-speaking developed countries will remain the top of the pile in terms of preferences for our students over the longer term, and that is something that we plan around. However, we are open to looking at other destinations. We've done some of that recently, and we'll continue to do that in the future. And on that point, I'm going to hand over to Tennealle to talk about it in more detail.

Thank you, Tracey, and thank you, [ Andreas ], for the question. Look, I think I'm going to attempt to answer both of your questions. But if I start with the first one, as you would expect, powerful tools that we have available to us is real clarity on student preferences and intentions and we study that extensively. So you may have seen last week, we released our emerging Futures 8 research into student study intentions, the destinations they're looking at. And like you call out, we are seeing an increased interest in other destinations.

I think as a business, we've got a very strong track record of launching into new destinations and growing. If you have a look at our experience in recently launching into New Zealand and Ireland, we can show that track record. So it is something we're looking at closely. And our data and insights gives us very good perspective into some of those trends. So watch this space.

Having said that, the opportunity that Tracey called out, the 1 around market share continues to be 1 that's very exciting for us. And so whilst the aggregate market volume will return to a more sustainable growth, I think, there was an earlier question around IDP's market share. And although we are the market leader, our market share is still relatively small in those K4 destinations. And so you will see us continuing to focus on delivering differentiated outcomes to students and clients. So we can continue to grow market share in those 4 main destinations, and that will remain a key focus.

The second part of your question, if that's okay, I will just pick up that the appropriate challenge that you put to us around what is a competitive moat? And how do we think about that in a world that is being transformed through AI and digital disruption. And I will build a little bit on the question that was asked by the earlier shareholder in terms of how do we think about our proposition moving forward. And I think when we look at our business, we continue to be aligned by our purpose of transforming lives through education. And as Tracey touched on, we've built very strong foundations around a trusted human connection and trusted brand. This has been built over 50 years, and this is reflected in things like our exceptional student experiences in NPS and the strength of long-term partnerships we have with university clients. But clearly, student preferences are evolving, and digital is becoming an important part of how we deliver our services.

We're very excited by this opportunity because we see a clear opportunity for us to build the new competitive moat. So I think you touched on it a little bit. The AI and the tools themselves will become democratized and commoditized. Everyone will be offering a chatbot, everyone will be offering a digital solution. But where we think IDP is well placed to win is in the unique proprietary scale data assets that we have that will ensure that we can leverage the tools to deliver better outcomes. So I touched a little bit on those data assets that are built through literally decades of us understanding student preferences, how they engage, how they search, which courses they enroll in, which courses they are successful in. We will leverage and use those data insights to ensure we can deliver better outcomes for students.

What we're also doing with some of our more recent investments is building new data assets, and so looking at what are new insights that students and test takers can get from IDP. So as part of that, you'll see us investing in building data assets like our peer-to-peer communities. So as an example, we know that students trust very much the counselors that they speak to. Another highly trusted source is speaking to current students or alumni. And so you'll see us investing through our acquisition of the ambassador platform to build out peer communities and to build out peer assets. And again, we'll use these unique data assets to deliver better experiences for students and test takers.

So the world is transforming, but we remain very confident that we have a strong foundation we're building off and we're investing to build new moats to allow us to continue to be the market leader in this dynamic time.

Thanks Tennealle.

Yes, I'm just 1 more statistics again. In Japan, South Korea and Taiwan. So Japan, South Korea and Taiwan. Like in Japan is up in international students because they've got this aging population there. So they do need immigration because up into Japan and South Korea. It's very, very mono-nations. The language is the biggest probable challenge there. And -- but they have to attract the students because the economy is massive because I'm in the project management, energy -- so the energy sector.

Now in Japan. So what I'm saying basically intra-Asia links is not necessarily a place in all those big 4 countries, and they are offering more English language courses and more generous scholarship, making it easier for students to work after graduation. So what I'm saying is China -- also China is a big of supply of the students, which is also going down because of this policy. We're seeing effects now. the growth already -- I mean, I think India is the biggest number, but in terms of population. And Indian students, more and more choosing Asia. Not only because it's like all these political challenges, as you mentioned earlier, but also it's cheaper and closer to their shores. And they offer more English courses. And I'm talking about Japan, Taiwan and South Korea. And I work with these guys, and they are very, very active, they're very competitive.

So how would you answer this part of the question? Are we exposed in to this as shareholders into this intra-Asia links and how IDP can be interconnected between those, Having this the moat in terms of IELTS testing?

Yes. Thank you. So again, I will jump in there. So as I reiterated, I think a lot of the statistics that you're sharing with us are consistent with the trends that we see from our student data and insights which is students are looking more broadly at the destinations that they will consider for their international education journey. And so that is something that we continue to explore, and we look for the highest potential opportunities in terms of the new destinations that we may service. And the work that we've already done is building out the necessary infrastructure so that we're able to enter new markets and then scale and grow effectively and I turn to the examples around markets like New Zealand and Ireland.

So it is a space we're watching. We've got those unique data and insights to understand what our students today are asking us to deliver, and it will be a feature of the work we're looking at back to the transformation program that I put up, the third pillar that we're looking at is exploring new and expanded revenue opportunities, and it's under that heading that we will be exploring things like new destinations as you call out.

Thanks, Tennealle, and thanks, [ Andreas ]. We do have representatives of IDP in the room as well as, Tennealle Neil. So I encourage you to stay afterwards and follow up offline if you've got further questions, Ashley, do we have any questions online?

We do have some questions online. The first question is from [ Stephen Maye ]. Could new chair Tracey Horton, please comment on the biggest changes in the Board process delegations, reporting lines or governance that she has implemented since taking over as Chair from Peter in June this year. Could the CEO also comment as to whether Tracey is more or less hands on than Peter as chair.

Well, thank you for that question. And I guess the first part of my answer is that I have been on the Board for 3 years. The Board operates very well. There was no need for anything but tweaks to the Board process and governance. We did do a little bit of rejigging of committees. And so I mentioned earlier, Michelle Tredenick is now chairing our Remuneration Committee. And we've appointed both Andrew Barkla and Paul Rogan to the Audit and Risk Committee.

We have -- we're undergoing a process of Board renewal. I mentioned that in my remarks earlier as well. We think it's really important to evolve the Board to make sure that we've got the skills and experience and fresh perspectives that are relevant for IDP as we move forward. And so we successfully elected Paul Rogan to the Board today. We're delighted to have Paul on board. And we will be, as long-standing directors roll off the Board will be continuing that process of Board renewal. The Board is very focused on the right issues in responding to the challenges that we all face. Other questions, Ashley -- sorry, the Tennealle's part of the question. Got carried away with my own answer.

Thanks, Tracey. And just to provide my perspective, the Board has continued to be very highly engaged through the renewal process and being a great support for the management team as we link into discussion of the strategic issues and the transformation program as we've navigated this dynamic environment. Thank you.

Ashley?

Yes. The next question is from Mr. [ Kwan Shang ] and the question is, do you see the tightening of America's H1B pathway as an opportunity for IDP to attract more people to Australia and to IELTS?

Thank you. And I think we touched on the answer to this question in part in some of the answers to previous questions that we've had. So I won't belabor it. But as Tennealle mentioned, we are the largest, most diversified provider of recruitment services to students. It is very typical when there are changes in one market for students to look elsewhere. So we would expect that a tightening in the U.S. relative to our other destination markets will lead to students looking for alternatives. Did you want to add anything Tennealle?

No, just to build on, and again, I'll reference the emerging Futures 8 research that we launched last week. That continued to show based on the student insights that we were looking at that Australia is positioned as a leading destination. And so as we see a continued stabilization of policy settings in Australia, that does present an opportunity.

Thank you, any other questions, Ashley.

Yes. The next question is from [ Stephen Mayne ]. The 6 most valuable U.S. big tech stocks, Microsoft, Apple, Amazon, Meta, Alphabet and NVIDIA are together worth more than $20 trillion, largely because they have enormous pricing power and are overcharging customers the world over. Could the Chair and CEO comment on which of the big global tech companies we are most reliant on and what we would do if they suddenly put their prices up by 30%. Also, were we impacted by the global AWS outage yesterday?

Okay. I'll give a brief answer. We do have 2 primary players that we use for our cloud and productivity software, AWS and Microsoft. We also use Oracle and SAP for our back office systems. We saw no material impact from the AWS outage yesterday. And then I might -- anything you want to add?

No.

Any other questions, Ashley?

Yes. The next question is again from [ Stephen Maye ]. And he says, in my view, you waited too -- far too long on chair succession, and it was clearly evident at recent AGMs that Peter we're slowing down in his late 70s. Could Tracey Houghton comment as to whether she's aspirations to serve as a director until she is 79. Also, how was Tracey selection handled? Were there multiple candidates with presentations, interviews and a formal vote or was it done more informally. Did Peter manage the process? And does that explain why it took so long.

There is several parts to that question. I'm just hoping to still be alive and standing at 79. I haven't got to whether I still ought to be a director at 79, but I'm pretty sure I won't be a Director of IDP at 79. In terms of the chair succession process, that was a major focus of the Board. And it was well planned. We had several new appointments to the Board in preparation for that chair succession planning that started with the appointment of Michelle and I 3 years ago. Peter did communicate his intention to retire at last year's AGM. He was very public about that, and he retired after a tremendous 18 years of service, which we celebrated when he retired and we -- that I noted in my remarks.

The succession process was led by the Nominations Committee, and we were supported by external advisers. The appointment of the new chair was the decision of the Board. The Board is in really good shape. Everyone is working very closely and collaboratively together for the future. I think that answers.

Yes. There's 1 final question from Mr. [ Chris Kateeva ]. While I understand that IDP has been plagued by numerous policy changes across the key jurisdictions in which it operates, it beggars belief how the Board and management have kept shareholders abreast of its position. When does the Board and management expect to turn the share price profits around what innovations is in the development pipeline to stay ahead of competitors, capture greater market share and generate better profits.

Thank you. Well, our strategy during this period has really been in a period of uncertainty, where we're not sure what's going to be happening with student volumes in the next short-term period to really focus on the levers that we have within our control as a Board and as a management team. And so we focused on reducing our costs in the first instance to match that reduction in volume. And as we've spoken about multiple times today, so I won't go into it in a lot of detail, we have actually shared with shareholders a detailed multiyear transformation plan to reduce cost and to position ourselves for the future through leveraging technology, data and AI. That's going to enable us to deliver our current services more effectively and also to drive productivity and growth and to give us more flexibility in costs. So we're here for the long term.

We feel confident of our ability to withstand this period of uncertainty, and we're planning to emerge stronger so that we can take advantage of future growth. Anything you'd like to add? Other questions?

There is 1 final question from [ Stephen Mayne ]. Could the new Director, Paul Rogan, and the chair comment on the recruitment process that led to his appointment to the Board? Was a head hunter involved? Did the full Board interview any other candidates? Did Paul know any of our directors before engaging with the recruitment process.

I'm happy to take the lead on that question. And as I mentioned earlier, we have been undertaking process of orderly Board renewal and Paul's appointment was an important part of that. We did lead the process through the Nominations Committee of the Board. We were assisted by an external search firm. And Paul's name rose to the top of the list. He did meet with all directors prior to his appointment. Paul was known to Michelle prior to his appointment to the Board, so he did know one director before joining the Board. I will add that there were very few people on the long list of people that we consider that weren't known to at least 1 director on our Board -- and -- but his name was actually put forward by the external firm.

Michelle actually stepped back and didn't share her opinions about Paul. She didn't cross them off the list. So we figured that, that was a positive. But she didn't share her perspectives on Paul with a broader Board until everybody has had the opportunity to meet him, and he did get the thumbs up from everyone. Did I answer all parts of that? Yes, I think so. Any other questions?

That's the end of the questions.

Great. Thank you very much. and thank you to those who have attended both in person and online. That now completes all the items of business for the 2025 AGM. I think there's a box at the exit there for people to place their ballot papers and the final results of the polls will be provided to the ASX today, and we'll put the results on our company's website.

There will also be a webcast of the meeting available on the company's website, and thank you very much for joining us today and for all your ongoing support. I confirm that the polls will close in 5 minutes. That concludes the meeting. Thanks, everyone.