Board Change • Aug 25
No independent directors There are 3 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. No independent directors (3 non-independent directors). Director Murray Rutherford is the most experienced director on the board, commencing their role in 2024. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of experienced directors. 공시 • Oct 31
Dynamic Group Holdings Limited, Annual General Meeting, Nov 29, 2024 Dynamic Group Holdings Limited, Annual General Meeting, Nov 29, 2024. Location: 76 hasler way osborne park wa, Australia 공시 • Sep 10
Dynamic Group Holdings Limited Announces Changes to the Board of Directors Dynamic Group Holdings Limited refers to the announcement on 9 September 2024 that at close of the on-market takeover offer (‘Offer’) by Australian Meat Industry Superannuation Pty Ltd. as trustee for Australian Meat Industry Superannuation Trust trading as Australian Food Super (‘AFS’), AFS acquired an interest and voting power in 98.979% of Dynamic. In light of the effective change of control, the Company announced that Mr. Craig David Hughes has been appointed Chairperson of the Company and Messrs Andrew Malcolm Haslam and Murray Frith Rutherford have been appointed as directors (‘Incoming Directors’). The Incoming Directors bring a wealth of experience and expertise to the Company as set out in Appendix 1 of this announcement and Dynamic believes that the Incoming Directors are well- suited and have the necessary skills and experience based on their respective credentials to effectively lead the Company. To ensure a clear strategic direction for the Company moving forward, the current board of directors, Messrs Garret Dixon, Mark Davis, George Garnett, Mark Hine and Matthew Freedman (‘Outgoing Directors’) have decided to step down as directors of the Company effective from the close of the Offer on 9 September 2024. Each of the Outgoing Directors consider this to be in the best interest of the Company going forward. Dynamic also advised that Mr. James Bahen has stepped down as Company Secretary, effective close of the Offer on 9 September 2024, and the Company has appointed Sam Wright and Thomas May as Joint Company Secretaries. Dynamic, together with AFS, is committed to ensuring a smooth transition and continued growth for the Company and notes that the transition process between the leadership team has been a continued effort from both parties leading up to the close of the Offer. The senior management team of Dynamic will continue under the new leadership of the Incoming Directors, working diligently to ensure a seamless transition. Dynamic looks forward to a new chapter for the Company under the efforts and leadership of the Incoming Directors. Murray Rutherford: With a career spanning over 30 years, Murray has held prominent leadership roles across the financial services industry. Since 2017 as the CEO and CIO of AFS, Murray has driven the company's strategic growth, bringing extensive expertise in investment strategy and governance. Alongside his leadership role at AFS, he serves as a director on multiple boards within the mining and energy sectors, where he contributes to the strategic direction and oversight of these organisations. Prior to AFS, Murray held key senior management roles at SFG Australia Limited, ANZ Wealth and APRA (Australian Prudential Regulation Authority), bringing with him considerable experience with product development in the financial services field. Andrew Haslam: Andrew is a mining professional with over 35 years' experience in a range of commodities including iron ore, coal, gold, nickel, copper and manganese. His operating experience includes senior management positions with civil and mining contractors Downer Group, HWE Mining, Mineral Recourses Limited, Thiess and AWP Contractors. He has been responsible for large infrastructure projects which have included iron ore processing plants, rail wagon and locomotive construction. In addition, he has undertaken a number of long-term leadership consulting positions with major Australian mining companies across Australia. For 9 years, he was a non-executive director of BC Iron Limited (now known as BC Minerals Ltd. and CEO of Territory Resources Ltd. and currently consults to several ASX listed mining companies. Craig Hughes: Craig is a Partner at Hall Chadwick Sydney who has run his own advisory business - Pharus Advisory Group for the past 10 years and prior to that was a partner at other leading mid-tier accounting firms. Craig is currently Chair of the Harvest Hotels Group Investment Committee. He specialises in corporate and SME advisory and enjoys a close working relationship with his clients across a range of industries, including transport, wholesale trade, agriculture, and property. Craig is a director and founder of Pharus Wealth Advisory. Recent Insider Transactions • Sep 03
Executive Director recently sold AU$2.7m worth of stock On the 30th of August, Matthew Freedman sold around 10m shares on-market at roughly AU$0.28 per share. This transaction amounted to 100% of their direct individual holding at the time of the trade. In the last 3 months, there was an even bigger sale from another insider worth AU$15m. Insiders have been net sellers, collectively disposing of AU$28m more than they bought in the last 12 months. New Risk • Aug 30
New major risk - Revenue and earnings growth Earnings have declined by 19% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 19% per year over the past 5 years. Minor Risks High level of debt (57% net debt to equity). Share price has been volatile over the past 3 months (14% average weekly change). Significant insider selling over the past 3 months (AU$26m sold). Market cap is less than US$100m (AU$38.9m market cap, or US$26.5m). Reported Earnings • Aug 30
Full year 2024 earnings released: AU$0.062 loss per share (vs AU$0.015 profit in FY 2023) Full year 2024 results: AU$0.062 loss per share (down from AU$0.015 profit in FY 2023). Revenue: AU$76.4m (down 26% from FY 2023). Net loss: AU$8.58m (down AU$10.6m from profit in FY 2023). Over the last 3 years on average, earnings per share has fallen by 50% per year but the company’s share price has only fallen by 13% per year, which means it has not declined as severely as earnings. 
