For personal use only Manager Companies Company Announcements - PDF document

21 November 2019 For personal use only Manager Companies Company Announcements Office Australian Securities Exchange Limited Level 4, Stock Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam BWX Limited: Chairman and CEO Addresses and CEO Presentation – 2019 AGM Please find attached the addresses of the Chairman and Chief Executive Officer of BWX Limited and the presentation of the Chief Executive Officer to be given at the BWX Limited Annual General Meeting to be held today. Yours faithfully Alistair Grant Company Secretary and Chief Legal Officer BWX Limited

Chairman Speech – 2019 BWX Annual General Meeting 1. INTRODUCTION Ladies and Gentlemen, good afternoon, welcome and thank you for attending this Annual General Meeting of BWX Limited. Before we start may I ask members of the audience to please switch off their mobile phones. For personal use only My name is Ian Campbell and I am the Chairman and a Non-executive Director of BWX Limited and I will Chair the meeting today pursuant to rule 37.1 of the Company’s Constitution. Before we get started, I would like to introduce the other Company attendees. Dave Fenlon, our Group CEO and Managing Director; Denis Shelley, Non-Executive Director; Fiona Bennett, Non-Executive Director and Chair of the Audit and Risk Committee; Jodie Leonard, Non-Executive Director and Chair of the People and Culture Committee; Rod Walker, Non-Executive Director; and Alistair Grant, Company Secretary. I would also like to advise that representatives from both our legal advisors and auditors are present for today’s meeting. In particular, Nicholas Benbow and Alan Finnis of William Buck and Nick Broome from Minter Ellison. I also welcome employees of the BWX business, both past and present. In terms of today’s meeting, I will address the meeting followed by Dave Fenlon, our CEO, before we commence the formal business of the AGM. After the formal business, Dave Fenlon will give a further update on the business and its products. I invite shareholders to stay after the presentations for some light lunch and refreshments and I encourage you to visit the product showcase stations that the team has on display today. 2. CHAIRMAN’S ADDRESS In the period since our last meeting, the Board has worked diligently to undertake a global review of the business with the clear objective of repositioning BWX for sustainable growth. As shareholders will remember, the impetus for the review was the unsolicited management buy-out which ultimately failed in September 2018 but caused serious and expensive disruption to all aspects of the business. This event led to the decision to implement significant changes both to the Board and with management. And I am pleased to say those decisions have stabilised the business greatly and place us in a much stronger position today. It started in December 2018 with the appointment of two new experienced Independent Directors in Ms Fiona Bennett and Ms Jodie Leonard, to your company’s Board. In a short period of time, both Directors have made valuable contributions with Fiona appointed as Chair of the Audit and Risk Committee and Jodie as People and Culture Committee Chair. Together, your Board acknowledged that investment was required to build capability and leadership within the business and implement the systems and processes required to support a business of BWX’s size. The Board was keen to see the BWX strategy and the company’s key transformation initiatives implemented with greater urgency to ensure the business can continue to scale from a stable base.

2 In May, the Board announced that Mr David Fenlon would be appointed to the role of Group CEO and Managing Director, replacing Myles Anceschi. Dave will be familiar to many of you having served as a Non-executive Director prior to his appointment. He is a highly experienced retail CEO who brings an intimate understanding of our product mix, multi-channel strategy and international markets. Dave has had an incredibly positive impact on the business in just a few months in the role. For personal use only I will hand over to Dave in a moment so he can provide a detailed overview on the financial performance of the business but let me briefly touch upon the headline numbers. Group revenue for FY19 was $149.5m. Our underlying EBITDA result of $21.3 million was in line with the trading update we provided in May, while net profit after tax for FY19 was $9.5 million. Most importantly, and underpinning our confidence in the BWX turnaround, the health of our brands remains strong and is reflected in their leading market position in the natural category. At the full year result in August, clear strategic priorities were outlined for the business aimed at adopting a more simplified approach to the way we prioritise our markets while delivering operational improvements that will enable the business to reinvest with discipline, take advantage of the significant opportunities ahead and scale sustainably. Dave will update you shortly on early execution progress against that plan and on current trading. Now, moving back to developments on your Board and with respect to today’s AGM. The Board acknowledges the proxies received in relation to the adoption of the remuneration report for the financial year ended 30 June 2019. The Company’s Remuneration Report has, to date, received approximately 75.8% support from proxy voting. We would like to note the positive support from the proxy advisors in relation to our remuneration Report. However, one shareholder group, constituting a significant parcel of shares has raised a governance concern that we have proactively addressed. One of the key concerns that has been communicated to us is the issue of tenure-based long-term incentive plans. The legacy Employee Loan Plan is perceived to be sub- optimal because some tranches of the awards made under this legacy plan only had a tenure-based condition for vesting. The Board has now transitioned to a new company remuneration strategy which has greater alignment with shareholder interests, including new STI and LTI plans for FY20. In particular, the new LTI Plan has business-based vesting conditions rather than tenure based vesting conditions. No more awards will be made under the legacy ELP Plan. However, we acknowledge that some senior management are still part of the legacy, over time, this plan will come to its conclusion and will no longer be used. We want to assure our shareholders that the Board takes its responsibilities very seriously and trusts that these steps demonstrate that we have understood and appropriate addressed shareholder concerns.

3 As part of our program of Board renewal, we are delighted to welcome a new Director, Mr Rod Walker who joined in October. Rod has extensive executive and Board experience in a number of industry sectors including retail, employment, training and workforce solutions and technology. He is currently Chairman of Carpet Court Australia and Technology Group, Lakeba. For personal use only With these recent Director appointments, the BWX Board has a strong governance and commercial focus comprising five Independent Non-Executive Directors, including the Chair, and one Executive Director (Mr Fenlon). The Company also appointed an in-house Company Secretary and Chief Legal Officer – Alistair Grant, who commenced in September and further strengthens our governance capability. To the entire BWX team – on behalf of the Board, I extend our gratitude for your hard work and persistence. To my fellow Directors, thank you for your commitment to the enactment of a transformation that is set to gear BWX towards substantial and sustainable growth. And finally – to our shareholders. Thank you for your continued support and investment in BWX. We have entered the new financial year with strong momentum in our turnaround and in our efforts to restore your faith in the company.