Announcement PDF Annual Report For the year ended 30 June 2023 Annual Report 2023 Corporate Directory Directors Edward Grobler (Chair) Ian Leijer (Non-executive Director) Alastair Wilkie (Non-executive Director) Thomas Russell (Executive Director) Geoffrey Sam (Non-executive Director) Benjamin Harrison (resigned as Chair and Director on 24 November 2022) Company Secretary Adam Gallagher Registered Office Change Financial Limited Level 11, 82 Eagle Street Brisbane QLD 4000 Email: investors@changefinancial.com Postal Address Change Financial Limited GPO Box 5011 Brisbane QLD 4001 Australian Company Number 150 762 351 Australian Business Number 34 150 762 351 Auditors Pitcher Partners Level 38 345 Queen Street BRISBANE QLD 4000 Telephone: +61 7 3222 8444 Fax: +61 7 3221 7779 www.pitcher.com.au Share Registry Link Market Services Limited Telephone: 1300 554 474 www.linkmarketservices.com.au Website www.changefinancial.com ASX Code CCA Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 2 Annual Report 2023 Table of Contents Corporate Directory 2 Table of Contents 3 Chair’s Letter 4 CEO’s Report 5 Directors’ Report 8 Auditor’s Independence Declaration 24 Corporate Governance Statement 25 Financial Report 36 Consolidated Statement of Profit or Loss 37 Consolidated Statement of Comprehensive Income 38 Consolidated Statement of Financial Position 39 Consolidated Statement of Changes in Equity 40 Consolidated Statement of Cash Flows 41 Notes to the Consolidated Financial Statements 42 Directors’ Declaration 69 Independent Auditor’s Review Report 70 ASX Additional Disclosure 74 Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 3 Annual Report 2023 Chair’s Letter Dear Shareholders, On behalf of the Board of Change Financial Limited (Change), I am pleased to present our Annual Report for the year ended 30 June 2023. The 2023 financial year completes the formative phase for Change with significant investment made in our technology, product, people and operations as we execute on our vision of simplifying payment experiences globally and becoming a leading payments solutions provider via simple, flexible, secure and fast to market technology. During the year Change was granted an Australian Financial Services Licence (AFSL), complementing our Financial Service Provider (FSP) registration in New Zealand. As a result of receiving Mastercard Principal Membership in Australia and New Zealand, Change has now successfully completed the majority of the necessary regulatory and licencing requirements to enable debit and prepaid card issuing in New Zealand, Australia and the US. The team has worked tirelessly on achieving operational readiness for the Vertexon Payments as a Service (PaaS) platform. This effort enabled the first New Zealand clients to process ‘live’ Mastercard transactions on the PaaS platform. This is a significant achievement for Change and a key enabler for future revenue growth from both our existing contracted clients and pipeline opportunities now the platform is live and processing. We welcomed Tony Sheehan to the role of Chief Executive Officer following the retirement of Alastair Wilkie. Alastair played a critical role in the transformation of the business and we look forward to his continued input as Non-executive Director. As our Company looks to accelerate the commercialisation of Vertexon and PaySim, Tony’s skills in building teams and driving a winning culture will be critical to delivering on our strategic objectives. We also welcomed Geoff Sam as a Non-executive Director. Geoff brings a wealth of experience as a company director and we look forward to his contributions to Change as the business continues to grow and evolve. In further validation of our strategy, we welcomed strategic investor FinTech HQ as the Company’s largest shareholder through a placement raising A$6.9m to strengthen our financial position and enable the business to execute on our growth plans through continued investment in our products along with targeted investment in sales and marketing. The achievements of this past year provide Change with a platform to capitalise on and drive growth as the business moves from the build and launch phase for the Vertexon PaaS platform to onboarding already contracted clients and securing future clients. I am excited with where the business is heading as we look to take advantage of the solid foundations we have established. I would like to take this opportunity, on behalf of the Board of Directors, to thank all our valued clients and employees and highlight how important they are to us and the successful future of our Company. Finally, I would like to thank our shareholders for their continued support and we look forward to keeping you informed of our key achievements throughout the upcoming year. Sincerely, Edward Grobler Chair Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 4 Annual Report 2023 CEO’s Report Dear Shareholders, Financial year 2023 marked another period of solid progress for Change as we completed the second year of our three-year strategy. Over the past 12 months we continued to make strong progress in our transformation towards a software as a service business model. We have continued to invest in our two core products with a particular focus on Vertexon. After a significant period of investment, the core building blocks for the Vertexon PaaS platform are almost complete. During the year, we were granted an AFSL which will enable Change to issue debit and prepaid cards in Australia, complementing our offering in New Zealand and the US. We were also granted Mastercard Principal Membership in Australia and New Zealand with the platform also certified by Mastercard in New Zealand. We are expecting Mastercard certification of the Australian platform in the coming months. During the year we achieved a major milestone for the business with our first PaaS clients in New Zealand processing Mastercard transactions on the Vertexon platform. We remain focussed on finalising EFTPOS connectivity which will enable Change issued cards to be accepted at all merchants in New Zealand. This is the key enabler for transitioning our New Zealand client’s cardholders on to the Vertexon platform and will assist with Change’s future growth ambitions in the market. In financial year 2023 we delivered revenue of US$8.7 million (A$13.6¹ million), an increase of 4.7% on the prior year. This result was slightly lower than anticipated primarily as a result of delays in transitioning card programs for our New Zealand clients. Whilst we commenced processing live Mastercard transactions, additional requirements for the completion of EFTPOS connectivity resulted in delays to the transition of our New Zealand client’s cardholders to the Vertexon platform. We now anticipate completing the EFTPOS integration in Q1 FY24 and transitioning existing cards to the Vertexon platform in H1 FY24. With the Vertexon platform in New Zealand substantially complete, we are focusing on deploying the latest version of the platform in the US in Q1 FY24 and also launching the platform in Australia in Q2 FY24. Following the integration of the strategic acquisition in 2020 and substantial progress on transitioning to a cloud offering, we realigned the cost base of the business in early financial year 2023. This process streamlined the business and positioned Change to deliver future revenue growth profitably. Modest revenue growth coupled with a lower cost base resulted in a material reduction in the EBITDA loss in FY23 to US$1.3 million (A$2.0 million), a significant (49%) improvement from the prior year EBITDA loss of US$2.5 million (A$3.9 million). In particular, the EBITDA loss of US$0.2 million (A$0.3 million) in the second half of the year was 80% lower than first half and 75% lower than the prior corresponding period as we saw the benefit of the realigned cost base realised. Looking forward, we are focussed on delivering profitable revenue growth and are targeting to achieve monthly cashflow breakeven run-rate exiting financial year 2024. The key drivers of these financial targets are our existing client base, our contracted PaaS clients plus new client and partner wins. We expect the majority of growth to come through PaaS clients. Notably, we have New Zealand and US PaaS clients which we have already signed but are not yet fully transacting and hence yet to generate material revenue. The transition of the New Zealand cardholders is expected to be a key driver of revenue growth in financial year 2024. On a personal note, I am very grateful to have the opportunity to lead Change into the next exciting chapter of the Company’s journey. I am looking forward to working with the extremely talented team at Change to execute on our strategy and drive growth. We are entering the commercialisation phase following several years of investment and we have the product, people and processes to drive success. Lastly, I would like to thank our employees, clients, partners and shareholders for their ongoing support. To the Change team, thank you for your ongoing dedication and commitment to delivering the key milestones over this past year. These milestones are critical to our future growth and success. Sincerely, Tony Sheehan CEO 1 AUD/USD = 0.64 (A$ amounts are converted for representation purposes to assist the reader) Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 5 Financial Highlights Revenue (US$m) – H1 v H2 H1 H2 $8.7m $8.3m $6.3m 4.5 +4.7% 4.4 4.2 2.1 FYH1 3.8 4.3 FYHH FYH3 FYH32revenue2oo2US$8.72m aa on2 (A$13.62m aa on),2up24.7%2on2pr or2yebr Moiean2irownh2ir ven2 y2new2a en ea2bni2 onn nuei2mb nnenbn e2&2aupporn2revenue2orom2 ex an ni2 a enna FYH32i i2non2 n auie2bny2nrbnab n onba2revenue2 orom2New2Zebabni2PbbS2 a enna2wh h2bre2 expe nei2no2nrbna n on2 brihoaiera2no2Hhbnie2 iur ni2 12FYH4 EBITDA (US$m) – H1 v H2 H1 H2 FYH1 (1.2) FYHH (1.7) FYH3 4ýü Improvemen t (1.1) (0.2) (1.4) $(2.6)m (0.8) $(1.3)m $(2.5)m FYH32E†I}vA2aoaa2oo2US$1.32m aa on2(A$H.02m aa on),2 b249%2 mprovemenn2on2pr or2yebr Reba inei2nhe2 oan2 bae2 n2ebray2FYH32ooaaow ni2nhe2 nneirbn on2oo2nhe2anrbnei 2b qu a n on2 n2H0H02bni2 au anbnn ba2proireaa2on2nrbna n on ni2no2b2 aoui2 ofer ni Efe na2oo2reba inei2 oan2 bae2ev ienn2 n2 H2 E†I}vA2reauan2bni2hba2poa n onei2Hhbnie2no2ir ve2 ounure2revenue2irownh2pro¨nb ay Revenue by Proouct – FY23 55% Maintenance & Suppor t 22% Professiona Services 16% License 7% O ter Revenue by Reion – FY23 44% SE Asia 31% Oceania 17% LATAM 5% USA 3% Rest of the World AUD/USD = 0.64 (A$ amounts are converted for representation purposes to assist the reader) Operational Highlights Business readiness for card issuing Change has completed the majority of the necessary regulatory and licensing requirements to enable card issuing in New Zealand, Australia and the US Granted an Australian Financial Services Licence (AFSL) Granted Mastercard Principal Issuer Membership for prepaid and debit cards in New Zealand and Australia Completed Mastercard technical certifcation in New Zealand ’ Ÿerteeon platform now live and issuing Mastercard cards Signed a fve-year partnership agreement with Mastercard enabling Change to eepand its product ofering in the US to include debit cards Upon completion of the two remaining items shaded orange (targeting Q1 FY24), Change will be able to issue debit and prepaid cards in New Zealand, Australia and the US Strengthened the team with key hires across client onboarding, fraud management, treasury and compliance Regulator y Licence Mastercard Issuing Licence Mastercard Issuing Processor Mastercard Prepaid Issuing Debit Issuing1 Mastercar d New Zealand Rigistirie FSP Licincie Cirtifie Liçi Liçi Australia AFSL Licincie Q1 FY24 Aììrïçie Aììrïçie United States Issuing Bank Partnir Licincie Cirtifie Liçi Q1 FY24 ¹rDybctrcssucagrayqucaysrerpeatayarbeakr(US)roarnustomyasrtorbyreracnyasydrdyposctrtekcagryatct r(NZr&rAU) ²rGayyarshedcagrdyaotysrnompaytydrcarfaeancear year0202 Deliver market leading products Released latest version of the Ÿerteeton PaaS platform for Oceania clients AWS hosted architecture New API features New rules engine features PCI-DSS & 3D Secure enhancements Launched Bank Identifcation Number (BIN) sponsorship ofering Completed PaySim certifcation solution for ISO20022 (Faster Payments) development ’ focused on enabling scalable multi-region implementations Growth through clients and partners First New Zealand client 'live' with frst cards issued and transactions processed through Ÿerteeon First US card program live Annual Report 2023 Directors’ Report The Directors present their report together with the financial statements of Change Financial Limited (Change Financial or the Company) consisting of Change Financial Limited and the entities it controlled (Group) at the end of or during the year ended 30 June 2023. Directors The following persons were Directors of Change Financial Limited during the whole of the financial year and up to the date of this report unless otherwise stated: • • • • • • Edward Grobler (Chair effective 24 November 2022) Ian Leijer Alastair Wilkie Thomas Russell Geoffrey Sam (effective 1 June 2023) Benjamin Harrison (Chair) (retired as Director and Chair on 24 November 2022) Principal activities The Group’s principal activity during the year continued to be the commercialisation and ongoing development of its payments management platform and payment testing solution. Change Financial is a global fintech developing innovative and scalable payments technology through two core products: • • Vertexon PaaS: physical and virtual card issuing and transaction processing; and PaySim: payment testing solution Review of operations Highlights Change Financial’s strategy remains focussed on simplifying payment experiences through providing simple, flexible and fast to market technology to financial institutions and fintechs globally. The Company has experienced another year of significant transformation, establishing strong building blocks for future growth and success. Key operational highlights include: • • • • • • • • • Granted Mastercard Principal Issuer Membership for prepaid and debit cards in New Zealand and Australia Completed Mastercard technical certification in New Zealand Granted an Australian Financial Services Licence (AFSL) Completed two capital raisings and repaid all debt Launched the Vertexon API sandbox Completed PaySim certification solution for ISO20022 (Faster Payments) First New Zealand client ‘live’ with first cards issued and transactions processed through Vertexon Launched Bank Identification Number (BIN) sponsorship offering Strengthened the team with key Board and management appointments to execute on growth strategy Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 8 Annual Report 2023 Key risks There are risks associated with the Company’s ability to achieve financial and operational targets. Some of these key risks include: • • • • Future success of new products launched – revenue growth will be dependent on the ability to launch and commercialise new products. The Company is entering the commercialisation phase for the Vertexon PaaS platform which is key to achieving financial targets. The Company has already signed PaaS clients and is working towards achieving ‘go-live’ throughout financial year 2024 which will generate revenue. Operational readiness for new product offerings – the Vertexon PaaS offering, particularly card issuing, requires different skill sets and business operations to ensure success. Card issuing also introduces new risks to the business particularly in relation to treasury, fraud and compliance. The Company has appointed individuals with the requisite skills in these areas to mitigate risk upon ‘go-live’ of card programs. Ability to scale as the business grows – the ability to scale the business is key to driving profitable future growth. The Company is focused on growing in pre-defined core target markets with the goal of achieving scale in these regions. Unexpected changes in regulatory requirements – the Company operates in more than 40 countries and will be providing card issuing (which is a regulated activity) in New Zealand, Australia and the US. The Company has a dedicated compliance function which is responsible for ensuring the Company complies with existing regulations and any future changes. The Company closely monitors regulatory requirements to ensure current and future compliance and to enable the Company to respond to upcoming changes as and when required. Significant changes in the state of affairs No significant changes in the state of affairs other than as set out in the Review of Operations above. Matters subsequent to the end of the financial year Subsequent to the year ending 30 June 2023, the Company was approved for Mastercard Principal Membership in Australia. Following receipt of the Mastercard licence which enables Change to issue both debit and prepaid cards in Australia, the Company has commenced the final stage of Mastercard certification of the Vertexon PaaS platform for the Australian market. Likely developments and expected results of operations Refer to the Review of Operations for further details. Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 9 Annual Report 2023 Information on Directors Edward Grobler (Chair) Effective 24 November 2022 Experience and expertise Edward has more than 34 years’ experience in the payments industry. He spent 14 years working for a South African bank before joining Mastercard in 1999 as Senior Vice President for Mastercard Africa. In 2008 he was appointed as Executive Vice President for Mastercard Australasia and in 2017 he took up the role of Executive Vice President: Real Time Payments, based in the United Kingdom. Edward holds a Bachelor of Arts (Honours) from University of Pretoria, Master of Arts from the University of South Africa and a Master in Business Leadership from the University of South Africa. Other current ASX directorships None Current Change Financial shareholding Ordinary shares – 520,833 Options – Nil Former ASX directorships in last 3 years None Ian Leijer (Non-executive Director) Experience and expertise Ian has been closely involved with Change Financial since its inception. Ian has over 30 years’ experience in financial analysis, corporate transactions, business strategy and business management. He was CFO and Company Secretary for over 10 years of former ASX listed company Avatar Industries Limited which operated globally in a number of diverse industries including mining services, electronics distribution, fabrication of building products and printing. Ian started his career with Price Waterhouse specialising in corporate transactions and valuations before joining a boutique investment bank. Ian currently works with a number of entities on business analysis, capital raising (debt & equity) and general management. Ian also holds a Bachelor of Economics from the University of Sydney, Australia. Other current ASX directorships None Special responsibilities Chair of the Audit & Risk Committee Former ASX directorships in last 3 years None Current Change Financial shareholding Ordinary shares – 6,886,976 Options – Nil Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 10 Annual Report 2023 Alastair Wilkie (Director) Chief Executive Officer & Managing Director until 30 June 2023 Experience and expertise Alastair is an experienced financial services executive specialising in banking and payments coupled with a background in information technology and business development. Alastair has over 30 years of experience in senior leadership roles across Australia, Europe & North America. He spent 6 years with Indue Ltd as Executive General Manager and 2 years as Chief Operating Officer at ASX listed EML Payments Ltd. Alastair joined the Company as Chief Executive Officer in 2019, before joining the Board and becoming Chief Executive Officer & Managing Director in 2021. Alastair holds a Diploma in Business Management from W.L. College in Scotland, studied Business Administration at the Executive Management Institute, ESSEC Business School in Paris and is a Member of The Australian Institute of Company Directors. Other current ASX directorships None Current Change Financial shareholding Ordinary shares – 7,954,914 Options – Nil Former ASX directorships in last 3 years None Thomas Russell (Executive Director) Previously Alternate Director to Benjamin Harrison until 24 November 2022 Experience and expertise Thomas has more than 12 years’ experience in the United States and Australia as an investor and advisor working across a range of industries with a focus on growth companies. Thomas is highly experienced in raising capital, setting business strategy, executing M&A, managing operations, as well as launching technology platforms. Thomas holds both a Bachelor of Commerce (Finance) and a Bachelor of Economics (Quantitative Methods) from the University of Queensland, Australia. Other current ASX directorships None Former ASX directorships in last 3 years None Special responsibilities Chair of the Nomination & Remuneration Committee Current Change Financial shareholding Ordinary shares – 1,684,264 Options – Nil Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 11 Annual Report 2023 Geoffrey Sam, OAM (Non-executive Director) Appointed 1 June 2023 Experience and expertise Geoffrey is a highly experienced company director and currently serves as Chair of Earlypay Limited (ASX:EPY) and Non-executive Director of Paragon Care Limited (ASX: PGC). Prior to his appointments to ASX listed companies, Geoffrey undertook numerous Chief Executive positions at Adelaide based hospitals. He is currently the Co-Founder and Director of HealtheCare Australia Pty Ltd, a privately owned health care company comprising a portfolio of 18 hospitals. Geoffrey holds a Bachelor of Commerce (Accounting and Finance) and a Master of Health Administration from the University of New South Wales, a Master of Arts (Economics and Social Studies) from the University of Manchester UK and is a Fellow of the Australian Institute of Company Directors. Geoffrey was appointed as Director on 1 June 2023. Other current ASX directorships Earlypay Limited (ASX:EPY) (appointed 10 March 2015) Paragon Care Limited (ASX:PGC) (appointed 3 June 2016) Former ASX directorships in last 3 years None Current Change Financial shareholding Ordinary shares – Nil Options – Nil IDT Australia Limited (ASX:IDT) (appointed 10 October 2022) Company Secretary The Company Secretary is Mr Adam Gallagher. Adam Gallagher Experience and expertise Adam has over 20 years’ experience across technology, debt and equity markets as a business owner, executive, M&A manager, investor and officeholder. He has been providing corporate services for listed companies for over 10 years as a Director, Company Secretary and executive. He has previously held officeholder roles at ASX listed technology companies. Adam is currently Company Secretary for Change Financial, Propell Holdings Limited (ASX:PHL), Envirosuite Limited (ASX:EVS) and Credit Clear Limited (ASX:CCR). Adam holds a Bachelor of Economics, Master in Commerce, Graduate Diploma in Information Systems and Graduate Diploma in Applied Corporate Governance and is a Fellow of the Governance Institute of Australia. Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 12 Annual Report 2023 Meetings of Directors The numbers of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2023, and the numbers of meetings attended by each Director were: Full meetings of Directors Audit & Risk Committee meetings Nomination & Remuneration Committee meetings Number attended Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Benjamin Harrison 6 6 - - - - Ian Leijer 19 19 4 4 6 6 Edward Grobler 18 19 3 3 6 6 Alastair Wilkie 19 19 - - - - Thomas Russell 19 19 3 3 6 6 Geoffrey Sam 2 2 - - - - Note: Mr Leijer is Chair of the Audit & Risk Committee. Mr Russell is the Chair of the Nomination & Remuneration Committee that was formally established in the second half of financial year 2023. Each of the non-member Directors have a standing invitation to the committee meetings and all Directors attended each committee meeting held during the reporting period. Remuneration report (audited) The Directors are pleased to present your Company’s 2023 remuneration report which sets out remuneration information for Change Financial Limited’s Non-executive Directors, Executive Directors and other key management personnel. Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 13 Annual Report 2023 Non-executive Director remuneration policy The shareholders of Change Financial Limited on 11 August 2015 approved, for the purposes of the ASX Listing Rules and the Group’s Constitution, an increase in the maximum aggregate annual Non-executive Directors’ fees to A$500,000, with such fees to be allocated to the Non-executive Directors as the Board of Directors may determine. Executive remuneration policy and framework The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: • • • • • • • • • • competitive and reasonable, enabling the company to attract and retain key talent; aligned to the company’s strategic and business objectives and the creation of shareholder value; performance linkage / alignment of executive compensation; transparent; acceptable to shareholders; alignment to shareholders’ interests; attracts and retains high calibre executives; alignment to program participants’ interests; rewards capability and experience; and provides recognition for contribution. The executive remuneration and reward framework has three components: • base pay and benefits, including superannuation; • short term incentives; and • long term incentives. (a) Elements of remuneration base pay and benefits Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executives’ contracts. Change Financial Limited Website www.changefinancial.com Registered Address Level 11, 82 Eagle Street, Brisbane QLD 4000 ACN 150 762 351 Postal Address c/o Change Financial Limited, GPO Box 5011, Brisbane QLD 4001 14 Annual Report 2023 (b) Details of remuneration Details of the remuneration of the Directors and the key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) are set out in the following tables. The key management personnel of Change Financial Limited includes the Directors as listed below: • Edward Grobler (Chair effective 24 November 2022) • Ian Leijer (Non-executive Director) • Alastair Wilkie (Chief Executive Officer and Managing Director) – ceased as Chief Executive Officer 30 June 2023 • Thomas Russell (Executive Director) • Geoffrey Sam – appointed 1 June 2023 • Benjamin Harrison (Chair) – ceased as Director and Chair on 24 November 2022 In addition to the Directors, the following executives that report directly to the Board or Chief Executive Officer are key management personnel: • Tony Sheehan (Chief Financial Officer) – appointed 19 July 2021 and subsequently appointed Chief Executive Officer effective 3 July 2023 • Vinnie D’Alessandro (Chief Product Officer) – appointed 16 November 2020 • Arnold Lee (Chief Technology Officer) – appointed 1 September 2021 • Cla