5 questions lodged at 2025 OFX Group hybrid AGM
August 16, 2025
Below is the text of the 5 written questions submitted at the 1 hour and 42 minute OFX Group (OFX) hybrid AGM held in Sydney and via Zoom on August 15 2025, plus a summary of the answers and some video grabs via Twitter. See 42 page notice of meeting and voting results. Market cap was $190m on AGM day with the stock wallowing near a record low. They ditched last year's practice (see account of 2024 AGM) of early proxy disclosure, in order to hide bad news after they copped a 40% rem first strike and 34% against the two directors up for election, including chair Patricia Cross. David and Charlie Kingston were on fire and we even had a rep from 7% shareholder Renaissance lobbing questions from the floor in Sydney. I was the only participant online.
Q1. At last year's AGM, I asked the CEO to comment on how we were playing the emergence of crypto and the answer basically was that we're not going near it with a barge pole due to the reputation and regulatory risks. The chair's address today linked our recent share price troubles with the election of Donald Trump, who is seemingly captured by the crypto industry and also an active personal participant in the industry. Has Donald Trump's all out embrace of crypto damaged us as a "fuddy duddy" old school risk-averse payments player? Does the CEO think we should embrace crypto as many US banks are now doing and what does the chair think? Is our high powered and highly credentialed board leading us to be overly risk-averse in this space?
Answer: The CEO didn't butcher the online questions he got to this year, but two were completely ignored. He gave a thoughtful response on this one. Watch video of exchange via Twitter.
Q2. According to the latest annual report, we have 7 substantial institutional shareholders who collectively own 49% of the company, but only one of them, Vanguard, is an index investor. What is our history of index inclusion since listing at $2 a share in October 2013 and why is Vanguard still on the register when our record low market cap of $190 million presumably leaves us stranded with little or no index inclusion across the various ASX indices? And speaking of our record low share price, how much better off would the remaining 3,104 shareholders collectively be today if we'd never done a buyback, including since the last AGM?
Answer: The chair... Watch video of exchange via Twitter.
Q3. Why did you ditch last year's practice of disclosing the proxy votes early with the formal addresses? Was it because there were no material protest votes last year. The chair orally disclosed the 1st strike in her formal address but there are actually 4 remuneration related items today. Were there big protest votes on these other resolutions with the share price near a record low? Which of the proxy advisers recommend a vote against any of the remuneration resolutions today and what were the reasons they cited? You know which shareholders voted for and against by proxy as corporate voting is not a secret ballot. Did our biggest shareholder Australian Ethical lead the protest votes?
Answer: Not asked. Watch video of how it was censored via Twitter.
Q4. I asked you last year to join the growing list of companies embracing scheme-like voting disclosure including the headcount data, but you refused. Since then, Computershare, Suncorp, Healia, Technology One, Mirvac and Flight Centre have responded positively to this request, joining the likes of ASX Group, Qantas, Myer and Tabcorp which were already doing it. Having regressed on transparency by withholding early proxy voting disclosure this year, will you get out of the naughty corner by disclosing how many shareholders voted for and against each item today, including on resolution 5, the new Group incentive plan. If you want to encourage your 3000+ retail shareholders to vote, you need to give us some incentive by disclosing how we voted, rather than just having a poll outcome dominated by the big institutional holders.
Answer: Not asked.
Q5. Why was there a 34% vote against Connie and has the chair suffered an even bigger protest vote? Which shareholders voted against the chair and why? Did any proxy advisers recommend against? If you'd disclosed the proxy votes with the formal addresses like you did last year I wouldn't have to ask this question?
Answer: Watch video of exchange via Twitter.
Other interesting video grabs from the meeting
Opening salvo from David Kingston at OFX AGM
Opening response from OFX CEO to David Kingston's excellent opening monologue covering various issues
Passionate response from Patricia Cross on her 34% protest vote and her cultural diversity
David Kingston strongly supports Patricia Cross after 34% protest vote revealed
Patricia Cross laments buying 100,000 shares at 3 times the current price
David Kingston asks a good question of the former ABC general counsel Connie Carnabuci about the folly of overpaying with recent OFX buybacks with the stock now at a record low
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