Atlas Arteria International Limited (ALX) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to Atlas Arteria's 2021 Annual General Meetings. As securityholders and proxyholders are participating in the meetings online, there are a few important things to cover before we start. Due to Atlas Arteria's stapled structure, there will be 2 meetings taking place this morning. One for Atlas Arteria Limited, the Australian parent company that forms part of the Atlas Arteria Group, and one for its stapled entity, Atlas Arteria International Limited, the Bermudian parent company of the group. For today's meetings, you will hear from the Atlas Arteria Limited Chair, Debbie Goodin; the Atlas Arteria International Limited Chair, Jeff Conyers; and then Graeme Bevans, the CEO of Atlas Arteria. After the CEO's address, we will turn to the formal business of the meetings. As you will be aware, voting on the resolutions is by way of a poll, and securityholders and proxyholders will be able to cast votes online during the meetings through the Lumi platform. To provide securityholders and proxyholders with sufficient opportunity to vote, the Chairs will declare the poll open on all items of business to be considered at the meetings after they formally open each meeting. The poll on all items will be closed 5 minutes after the meeting's finished to allow time for final votes. The proxy positions, including open proxies, will be shown after each resolution is introduced, and the results will be announced after the end of the meetings. As foreshadowed in the notices of meeting, the Chairs will vote all undirected proxies held by them in favor of the resolutions. Securityholders and proxyholders may vote on the items of business via the Lumi platform once the polls are open. When the Chairs declare the polls open, a voting icon will appear on your screen and the items of business will be displayed. To vote, tap one of the voting options. Your response will be highlighted. To change your vote, simply press a different option. The number of items of business you have voted on or are yet to vote on will be displayed at the top of the screen. You may change your vote up to the time the polls are closed by the Chairs. Securityholders may also ask questions at any time during the meetings via the Lumi platform, and those questions will be answered during the formal business. [Operator Instructions] If you're experiencing any technical issues, please call the number on the screen. With that, I hand over to Debbie Goodin, the Chair of Atlas Arteria Limited. Thank you.

Good morning. Welcome to Atlas Arteria's 2021 Virtual Annual General Meetings. My name is Debbie Goodin, and I am Chair of Atlas Arteria Limited. I am advised that there is a quorum present, and so I declare the meeting of Atlas Arteria Limited open. While today's meeting is virtual, I'd like to pay my respects to the traditional custodians of the lands in Central Melbourne where Atlas Arteria's Executive Team is usually based. We are an Australian-listed stapled group with operations over 3 continents, and I wish to acknowledge the traditional owners of all those lands. Atlas Arteria is committed to ensuring securityholders have the ability to actively participate in today's meetings. All securityholders will have the opportunity to ask questions and submit a proxy prior to the AGMs. Also, by logging into the Lumi AGM platform, you'll be able to ask questions and vote during the AGMs. All questions asked during today's meetings will be responded to after each item of business and prior to the conclusion of the meetings. [Operator Instructions] As we are undertaking today's meetings in a COVID-safe manner and with the current uncertain environment, we thank you for your patience, support and participation with respect to today's meetings. Due to Atlas Arteria's stapled structure, as we mentioned earlier, 2 meetings will take place this morning, one for Atlas Arteria Limited, the Australian parent company and one for the stapled entity, Atlas Arteria International Limited, the Bermudian parent company of the group. Most of you will be familiar with the relationship between the 2 companies, but it's set out on the screen for ease of reference. This morning, I will refer to the Australian entity as ATLAX, the Bermudian entity as ATLIX and the group as Atlas Arteria. In addition to chairing ATLAX, I am also a Director of ATLIX. The Chair of ATLIX is Jeff Conyers, who joins us today from Bermuda. Good morning, or should I say good evening, Jeff.

Good morning, everyone. I would like to send a warm welcome to all investors and other visitors and reiterate Debbie's thanks for your support in joining us today. Debbie and I are also joined by our fellow ATLIX Directors calling in from Bermuda, Fiona Beck, Caroline Foulger and Andrew Cook. I now declare the 2021 Annual General Meeting of the Shareholders of Atlas Arteria International Limited open and on advice, declare that we, too, have a quorum. While I will chair the ATLIX meeting today, I've asked Debbie, as a Director of ATLIX, to assist with the running of the meeting to make the process smoother. I will now hand back to Debbie Goodin.

Thank you, Jeff. I would now like to introduce the ATLAX Directors in attendance today. David Bartholomew, who is joining us from Sydney; Jean-Georges Malcor, who is based in Paris; Ariane Barker, our newest Director based in Melbourne; and our Managing Director and CEO, Graeme Bevans. We are also joined by other members of our Senior Executive Team, Nadine Lennie, our CFO; Vincent Portal-Barrault, our COO; and Clayton McCormack, our General Counsel and Company Secretary. Also in attendance are Chris Dedrick of Computershare, our registry, who will be the returning officer for today's meetings; and Ben Gargett, our signing partner from PricewaterhouseCoopers, our Auditors. A number of the Directors are up for election and reelection at both ATLAX and ATLIX. Given the online format, those Directors will not be speaking today. However, messages from each of them have been posted on our website. I will now move on to my Chairman's address. As we meet here today, the world continues to deal with the impacts of the COVID-19 pandemic. The countries where our operations are located, France, Germany and the U.S. as well as our corporate offices in Melbourne, Luxembourg and Bermuda continue to be in varying stages of the health crisis, COVID restrictions and lockdowns. Our roads provide critical infrastructure that link communities. And as such, our teams remained keenly focused on maintaining operations and upholding the safety of our staff, our customers and the communities in which we operate. Despite the continuing COVID challenges, we remain focused on our strategy of enhancing operational efficiency, lengthening our average concession life and diversification of risk. Safety is core at Atlas Arteria and goes to how we live our values. 2020 saw improved safety metrics across our businesses, with the long-term injury frequency rate at APRR, our largest business, reducing from 5 in 2019 to 2.7 in 2020. Unfortunately, however, there was a recent tragic accident involving an APRR employee working on our mobile work site on the A6 motorway between Paris and Lyon. The employee was struck by a wheel, which had detached from a heavy vehicle. He remains in hospital with critical injuries, and APRR continues to provide support to the employee's family and other employees who witnessed the incident. This incident reinforces our imperative of relentlessly focusing on identifying opportunities for improving safety and delivering safe outcomes for all our employees, contractors, customers and visitors to our roads and offices. APRR is developing initiatives to address more of the risks which roadside workers are exposed to. This includes, for example, automation of a number of roadside tasks where possible to further limit the need for human presence. We will also take the learnings from this incident and we'll apply these across our other businesses in Virginia and Germany. As reported in our 2020 annual report, last year, we continued to progress our strategy with the singular focus on value creation, and have positioned Atlas Arteria for the future, all while operations continued uninterrupted. We removed the more expensive Macquarie management arrangements and fully internalized management. We successfully lifted our stake in APRR from 25% to 31%, increasing our share of profits and cash flows and significantly enhanced our governance rights including through direct participation at APRR. We enhanced the resilience and flexibility of the balance sheet, providing us with the ability to withstand lengthy COVID impacts as well as capacity for future growth. We also opened up the U.S. institutional market as a future source of capital. Subsequent to year-end, in March this year, we completed the capital restructure of Warnow Tunnel. This further diversifies the sources of cash flows from Atlas Arteria and once again demonstrates our capabilities in methodically working through complexity to unlock value. Graeme will talk about traffic in more detail shortly. But at a high level, we are encouraged by the traffic numbers across our businesses despite the current COVID restrictions in place. We have seen resilience in our traffic, and look forward to further improvement as restrictions ease and vaccines continue to be rolled out. We continued our good work in the environmental, social and governance area, with ESG considerations being fundamental to how we think about our business. Our sustainability strategy has 4 pillars: being customer and community, safety, people and environmental stewardship. As part of internalization, we focused on the development of our ESG priority areas. We have continued to develop and refine these. And this year, we focused on 2 key areas: environmental stewardship and people. Our key environmental focus in 2020 was understanding our current carbon emissions profile across all aspects of our portfolio of businesses and offices. In 2019, we commenced this journey when we reported our pro forma share of carbon emissions from our largest business, APRR. And in 2020, we have worked hard to increase our understanding of our emissions, data collection and reporting of such across our entire portfolio. This will be the starting point for how we manage our carbon emissions going forward, and how we can influence our customers' carbon footprint. Our people agenda was twofold. Firstly, COVID-19 saw us provide additional and specific support to employees and the community during what was and what continues to be a very challenging period with extended lockdowns. Secondly, diversity has been a key focus. We achieved our target of 40% of either gender at the board level, senior management and across our business. We strongly believe that gender equality and broader view of diversity is important for business success and value creation. And for example, other aspects such as cultural diversity are equally important. To this end, we are committed on employing local expertise in the geographies in which we operate. Graeme will talk more about some of our specific ESG initiatives shortly. The Boards remain committed to ensuring Atlas Arteria has sustainable distribution growth over time. After canceling the distribution in early 2020 to support the retirement of head co debt, we were pleased to be able to reinstate distributions in October late last year and in April this year. Following the completion of the capital restructure at Warnow Tunnel earlier this year, it is expected that the performance of both APRR and the Warnow Tunnel would contribute to Atlas Arteria distributions going forward. The Boards have been undertaking a planned and thoughtful process of board renewal. Over the past year, the ATLIX Board has appointed 2 new Directors, and the ATLAX Board has appointed 1 new Director. Dr. Nora Scheinkestel retires as Chair of ATLAX and as a Nonexecutive Director of ATLIX in November 2020. The Boards would like to acknowledge the enormous contribution that Nora made in her 6 years at Atlas Arteria and her strong leadership as Chair during Atlas Arteria's transformation to an independently managed business. The Boards also recognize the significant contribution and service of James Keyes and Derek Stapley, both of whom retired from the ATLIX Board in 2020. Caroline Foulger joined the Board of ATLIX as a Nonexecutive Director in May 2020 and has now assumed the role of Chair of the Audit and Risk Committee for the Board. And in November 2020, Andrew Cook joined the ATLIX Board. In March 2021, Ariane Barker was appointed to the Board of ATLAX and has been appointed Chair of the ATLAX Audit and Risk Committee. We welcome Caroline, Andrew and Ariane, who each bring extensive experience and complementary skills to the Boards. We look forward to working with them in the next phase of Atlas Arteria's development. We move into 2021 with Directors whose diversity, experience and collaborative approach positions us well to support management on the delivery of the strategy and as we continue to navigate the challenges of the current environment. Before passing to Graeme, who will provide you with more detail on the businesses, I would like to acknowledge the outstanding performance of our Senior Management Team and the broader Atlas Arteria Team in 2020. They pulled together and prevailed through what was an incredibly difficult year. I would also like to thank my fellow Directors, who have worked extremely hard during all of 2020 to provide leadership and support for the Atlas Arteria Management Team. To you, our securityholders, thank you for your continued support and investment. 2021 is set to be another interesting year, and we look forward to a return to our traffic as travel restrictions ease and vaccine rollouts take place across the world. We believe the work we have done to date has positioned us for a strong and sustainable future, and we look forward to continuing this journey with you. I will now hand over to Graeme.

Thank you, Debbie. As Debbie explained, 2020 was a year of significant achievement for Atlas Arteria in a challenging environment. As a team, we're excited to have positioned our business to go from strength to strength in the coming years as our markets recover from COVID. The Atlas Arteria Team has proven its capability of working through complex issues to deliver value. This has been demonstrated through the restructuring of APRR and now Warnow Tunnel into a solid business contributing to distributions. We have high-quality, resilient and geographically diversified businesses delivering strong, inflation-linked cash flows. Our restructured investment in APRR is a real strength. Warnow is now a great business and able to pay distributions, and we are focused on unlocking value at Dulles Greenway. We have a strong range of capabilities within the business: strategic, operational, financial and ESG. This allows us to drive change, value creation and performance improvement across our portfolio of businesses. We create value for our securityholders by achieving mutually beneficial outcomes for our stakeholders. We have a culture of shared values and work with our partners, governments and communities where we operate to ensure that we meet our stakeholders' objectives in a mutually beneficial manner. Although COVID restrictions are impacting each of our businesses, our operations continue uninterrupted. As most of you would be aware, our operations are located in Europe and the United States. France entered a third 4-week national lockdown in early April. While the rules are less stringent than those in place in early March last year, a curfew is still in place. The April school holidays have been extended, and people are being encouraged to work from home where possible. From the 3rd of May, the French government plans to start easing restrictions initially with the removal of the 10-kilometer travel limit and a return to school for some students. Germany continues to have restrictions on a regional basis. The region where Warnow Tunnel is located has seen a spike in COVID-19 cases and has extended its lockdown until mid-May. Vaccine rollouts in Europe have been slow. However, vaccination rates are now picking up and we hope to see increasing momentum. In Virginia restrictions were in place for most of 2020, but have been progressively relaxed since December. Large public and private gatherings are permitted, bars, restaurants, theaters and gyms are open and schools in Loudoun County have all returned to in-person or hybrid learning. Importantly, the vaccination rate in Virginia is progressing well with over 40% of the population having received at least 1 dose. Last week, we provided our first quarter '21 traffic update to the market. As you can see from the charts, the impact of restrictions in France during this recent quarter have been nowhere near as severe as they were in early 2020. We're encouraged by the strength and resilience that we saw over the 2020 summer when APRR traffic returned to pre-COVID levels, and Warnow Tunnel in Germany returned to growth. We are hopeful that as restrictions ease and vaccines roll out, we will once again see growth in our traffic. As a commuter road, the performance of Dulles Greenway continued to be subdued, given teleworking continuing and transit across the region remained lower than normal. We're encouraged by the recent further easing of restrictions in Virginia, their strong vaccination rates and returning mobility trends. This morning, we received the outcome of the Virginia State Corporation Commission rate case for Dulles Greenway. The Commission found that we had satisfied the criteria for approval of our application for certain peak and off-peak toll increases. However, due to the changes and uncertainty brought about by the COVID-19 pandemic, they exercised their discretion to allow only off-peak toll increases for '21 and '22. At the time of the 2019 submission, around 30% of traffic was classified as peak and 70% was off-peak. On that basis, the weighted average impact will be around 3.4% per annum increase over the 2 years, which is consistent with the average toll increases over the past 10 years. It's worth remembering that traffic during the pandemic has been weighted more heavily to off-peak. The shorter period for toll increases is understandable given the COVID circumstances. Despite the shorter term, the SEC acknowledges that the Dulles Greenway continues to provide value for its customers in Northern Virginia and Loudoun County. As Debbie mentioned, ESG principles are very much part of our DNA. Being a good corporate citizen with respect to the environment in our communities and operating with a strong commitment to governance and integrity are important to all of us. All the countries in which we operate are targeting zero carbon emissions by 2050, and we are actively playing our part. We are developing a suite of capabilities in these areas that position us to take advantage of opportunities for growth and investment in our markets and to respond to changing transport technology, namely electric vehicles. We have made significant progress on the ESG front and are continuing with the program of targeted priorities across our 4 ESG pillars of safety, people, customer and community, and environmental stewardship. Some examples of these include the safety developments at APRR, our recycling of asphalt for resurfacing of roads and testing resins instead of bitumen for new asphalt surfacing. Our rolling out of charging stations for EVs, our work to improve water quality and streams affected by our roads, and changing part of our vehicle fleet at APRR to electric vehicles. At the Atlas Arteria, we're striving to execute a strategy with a very simple goal of enhancing value for our securityholders. Our strategy has 5 elements through which we are seeking to drive returns: reducing our complexity, maximizing operational efficiency, exercising disciplined capital management, lengthening our average concession life and diversifying and actively managing risk. I am pleased that we have delivered against many elements of our strategy last year, as Debbie outlined, and are focused on continuing to do so in '21. In closing, I'd like to thank our Board for the strong support, counsel and advice provided to management, particularly in these challenging times. To my fellow team members, thank you, as always, for your hard work and dedication. Finally, I would like to thank you, our securityholders, for your continued support of the company. I can assure you that we are engaged and focused on optimizing the performance of our businesses and delivering growth with strong returns. I will now hand back to Debbie to run through the formal business of the meeting. Thank you.

Thank you, Graeme. We will now move on to the formal business for today. The formal proceedings involve the 2021 Annual General Meetings for ATLAX and ATLIX, which are being held concurrently as permitted by the constitutions of each company. I now table the notices of the Annual General Meetings for ATLAX and ATLIX, and propose that they be read -- be taken as read. As we indicated earlier, I will chair the ATLAX AGM, and Jeff Conyers will chair the ATLIX AGM. However, for the efficient running of the meetings, the ATLIX Board have agreed that I will take securityholders through all agenda items, including ATLIX' agenda items on Jeff's behalf, apart from the item relating to my election to the ATLIX Board, in relation to which Jeff will conduct the proceedings. I will remind you that securityholders and proxyholders will be able to vote on each item of business to be conducted at today's meeting via the Lumi platform. To vote, tap one of the voting options in the voting icon. Your response will be highlighted. To change your vote, simply press a different option. The number of items of business you have voted on or are yet to vote on will be displayed at the top of the screen. You may change your vote up to the time the polls are closed after the meetings are finished. [Operator Instructions] You may also ask questions about Auditors, PricewaterhouseCoopers. I will answer or, if appropriate, redirect these questions after each item of business is read out. I may respond to a number of questions together if they cover the same subject. If it is not practical to respond to all questions, Clayton McCormack, our General Counsel and Company Secretary, will review and seek to ensure that the questions are -- selected are representative of those which have been submitted. You will now see on the screen all the agenda items, which form part of the business to be conducted at today's meetings. I will introduce each item of business in turn and then show the proxy position on that item. Your ability to vote via the Lumi platform will cease 5 minutes after the meetings are declared closed to allow time for submissions of final votes after any questions have been responded to. We will then close the meetings, and the results of the voting will be released to the ASX later today and published on our website. I will start with ATLAX and ATLIX item 1, the financial accounts and reports. As required by the Corporations Act, I table the financial report, directors' report and auditor's report for ATLAX for the financial year ended 31st December 2020. And on behalf of the ATLIX Chair, I also table the 31 December 2020 audited financial statements of ATLIX. The financial reports are included in the 2020 Atlas Arteria annual report and are available on our website. There is no formal resolution required to approve the financial accounts and reports. This item of business normally provides securityholders with an opportunity to ask questions in relation to the accounts or more generally on our business. Securityholders were invited to submit questions ahead of these meetings. And as mentioned previously, securityholders and proxyholders have an opportunity to ask further questions today, which will be answered after each item of business and at the end of the formal business as required. Our Auditor, PricewaterhouseCoopers, has not received any written questions in relation to the content of their report or the conduct of the audit. However, Ben Gargett, the signing partner for the 2020 audit is present today, and will be able to address any questions that may -- that you may wish to put to him. Jeanette, can you please advise if there are any questions for either myself or Mr. Gargett in relation to this item?

Chair, there are no questions in relation to this item. [Operator Instructions]

Thank you, Jeanette. Next, we will consider item 2 for the ATLIX AGM. Companies to which the Bermudian Companies Act 1981 applies are required to appoint an Auditor at each Annual General Meeting, and that Auditor then holds office until the close of the next Annual General Meeting. Accordingly, this item of business relates to the reappointment of PricewaterhouseCoopers as Auditor of ATLIX until the close of ATLIX' 2022 AGM. The ATLIX Board has recommended the reappointment of PwC to provide ATLIX' audit services for the 2021 year. PwC has confirmed its independence and the ATLIX Audit and Risk Committee is satisfied of their independence. The status of the proxy votes in relation to this resolution will now be displayed on the screen. As previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you have not already done so. [Voting]

Turning now to the resolutions dealing with the election or reelection of Directors. As I mentioned earlier, messages from the Directors standing for election were posted on the Atlas Arteria website ahead of the meetings. Item 2 of the ATLAX AGM agenda deals with Ariane Barker's election as Director of ATLAX. Ariane was appointed to the Board of ATLAX in March 2021. Her detailed biography was included in the meeting materials that were circulated to securityholders, and a message from Ariane in relation to her appointment was included in the Atlas Arteria website in advance of the meeting. Ariane is regarded as independent by the ATLAX Board. The ATLAX Board, with the exception of Ariane, unanimously recommends her election. The status of the proxy votes in relation to this resolution will now be displayed on the screen. As previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, we have a question from Mr. Nick Berry from the ASA. What skills does Ariane Barker bring to the Atlas Arteria Board that the Board does not already have?

Thank you for your question, Nick. As I mentioned in my address, since the internalization of management, we have been undertaking a systematic and thorough and thoughtful board renewal process of both the ATLAX and ATLIX Boards. We consult with our skills matrix as a part of this process, which is reviewed annually and is published as part of our corporate governance statement. When we went searching for a new Director for the ATLAX Board, we engaged an international search firm to find us the best candidate. And as a result of that search process, we identified Ariane. Ariane brings both investment banking and a broad set of skills and experiences to both the ATLAX Board that we consider at the time of the appointment and continue to consider to be extremely beneficial to the Atlas Arteria Board and importantly, on delivering on our strategy. Jeanette, can you please advise if there are any other questions?

Chair, there are no further questions.

Thank you. You can now vote on this resolution now if you have not already done so. [Voting]

Next, we turn to item 3(a) for the ATLIX AGM, the election of Caroline Foulger as a Director of ATLIX. Caroline was appointed to the Board in May 2020. Her detailed biography was included in the meeting materials that were circulated to securityholders, and a message from Caroline in relation to her election was included on the Atlas Arteria website in advance of the meeting. She is regarded as independent by the ATLIX Board. The ATLIX Board, with the exception of Caroline unanimously recommends her election. The status of the proxy votes in relation to this resolution is now displayed on the screen. And as previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you've not already done so. [Voting]

Next, we turn to item 3(b) for the ATLIX AGM, the election of Andrew Cook as Director of ATLIX. Andrew was appointed to the Board in November 2020. His detailed biography was included in the meeting materials that were circulated to securityholders. And a message from Andrew in relation to his election was included on the Atlas Arteria website in advance of the meeting. He is regarded as independent by the ATLIX Board. The ATLIX Board, with the exception of Andrew, unanimously recommends his election. The status of the proxy votes in relation to this resolution is displayed on the screen. And as previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you've not already done so. [Voting]

Next, we turn to item 3(c) for the ATLIX AGM, which relates to my election as a Director of ATLIX. I will, therefore, hand over to Jeff Conyers to take us through this item.

Thank you, Debbie. Debbie was appointed to the ATLIX Board in November 2020. Her detailed biography was included in the meeting materials that were circulated to securityholders. And a message from Debbie in relation to our election was included on the Atlas Arteria website in advance of the meeting. She is regarded as independent by the ATLIX Board. The ATLIX Board, with the exception of Debbie, unanimously recommends her election. The status of the proxy votes in relation to the resolution is now displayed on the screen. And as previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

Thank you, Jeanette. And you can now vote on this resolution if you have not already done so. [Voting]

I will now hand back to Debbie to take us through the rest of the remaining agenda items.

Thank you, Jeff. Next, we will turn to item 4 for the ATLIX AGM, which relates to Fiona Beck's reelection as a Director of ATLIX. Fiona joined the ATLIX Board in September 2019. Her detailed biography was included in the meeting materials that were circulated to securityholders. And a message from Fiona in relation to her reelection was included on the Atlas Arteria website in advance of the meeting. Fiona is regarded as independent by the ATLIX Board. The ATLIX Board, with the exception of Fiona, unanimously recommends her reelection. The status of the proxy votes in relation to this resolution is now displayed on the screen. As previously advised, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you've not already done so. [Voting]

The next item of business is item 3 for the ATLAX AGM, the adoption of the ATLAX remuneration report. The ATLAX remuneration report has been circulated to securityholders, along with a covering letter, which explains Atlas Arteria's remuneration philosophy and framework and the outcomes of the executive remuneration in 2020. The report and the covering letter can be found in the 2020 annual report and are available on our website or a hard copy is available upon request. Whilst this item of business is advisory only and strictly only applies to ATLAX, the Directors of both Boards take seriously the views expressed by our securityholders, and these have and will be taken into account in our ongoing Board deliberations. Voting restrictions apply on this resolution and are set out in the Notice of Meeting. The status of the proxy votes in relation to this resolution are now displayed on the screen. As previously advised, where permitted, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you've not already done so. [Voting]

I now turn to item 4 for the ATLIX AGM, the approval of the grants of performance rights to Graeme Bevans under the Atlas Arteria's long-term incentive plan. Graeme Bevans has been Managing Director and CEO of Atlas Arteria for over 2 years now, having been appointed to the role on 1st April 2019. As outlined in the remuneration report, as part of Graeme's remuneration package, he participates in Atlas Arteria's long-term incentive plan, under which he is granted performance rights to acquire fully paid Atlas Arteria securities, subject to satisfaction of performance hurdles over a 3-year period. This resolution relates to the period starting at the beginning of this year and ending on 31st December 2023. Details of these benefits are contained in the remuneration report and the ATLAX Notice of Meeting. Voting restrictions apply on this resolution and are set out in the Notice of Meeting. The status of the proxy votes in relation to this resolution is now displayed on the screen. As previously advised, where permitted, all undirected proxies held by the Chair will be voted in favor of this resolution. Jeanette, are there any questions in relation to this resolution?

Chair, there are no questions in relation to this resolution.

You can now vote on this resolution if you've not already done so. [Voting]

The next item of business is agenda item 5 for both the ATLAX AGM and the ATLIX AGM. Both seek approval to refresh Atlas Arteria's placement capacity under ASX Listing Rule 7.1 in connection with the issue of ATLAX and ATLIX staple securities under our 2020 institutional placement. As announced in May 2020 to restructure our balance sheet, enhance resilience in uncertain times and provide additional capacity for growth, we undertook a capital raising, which raised approximately $495 million. $420 million of that was raised through a placement to institutional investments, with the remainder raised from securityholders under the share purchase plan that accompanied the placement. Under the ASX Listing Rules, there is a limit on the total number of shares which a company can issue by way of an institutional placement in a 12-month period without first obtaining securityholder approval. This placement capacity was reduced as a result of the 2020 institutional placement. We would like to refresh our placement capacity in order to retain as much flexibility as possible to issue additional securities in the future, if required. Voting restrictions apply on this resolution and are set out in the Notices of Meeting. The status of the proxy votes in relation to these resolutions is now displayed on the screen. As previously advised, where permitted, all undirected proxies will be -- held by the Chairs will be voted in favor of these resolutions. Jeanette, are there any questions in relation to these resolutions?

Chair, there are no questions in relation to these resolutions.

You can now vote on these resolutions if you have not already done so. [Voting]

Securityholders, that concludes the formal business for today's AGMs. I will pause briefly now to allow for any final questions before we close today's meetings.

Jeanette, are there any final questions or comments from securityholders before we close the meetings?

Chair, we have a question from Mr. Nick Berry from the ASA in relation to ATLIX item 2, the appointment of PwC. For how long have PwC been Auditors for Atlas Arteria MQA and the predecessor, MIG? Has this work been put out to tender in recent times?

Thank you for your question, Nick. Each year, the Audit Committees and Boards of both ATLAX and ATLIX consider both the independence of the Auditors and their performance as Auditors. Importantly, we also consider their capability to deal with our very complex global structure from an audit perspective. This order has not -- the order has not been recently put out for tender, and PwC indeed have been our Auditors for some years. Importantly, however, you will have seen in 2020, we rotated our Lead Audit Partner to Mr. Ben Gargett, our Melbourne-based partner. We continue to keep the most appropriate audit arrangements under annual review. Jeanette, are there any other questions?

Chair, there are no further questions.

As there is no further business, I declare that the ATLAX 2021 Annual General Meeting closed, and thank everyone for attending and for your continued support of Atlas Arteria.

I also now declare the ATLIX 2021 Annual General Meeting closed. And on behalf of the ATLIX Board, I thank everyone for your support. We virtually close, wishing you all a [ Bermudaful ] day.

As noted earlier, voting will remain open for the next 5 minutes to allow time for securityholders and proxyholders to submit any final votes. The formal results of voting will be released to the ASX later today and posted on our website. Please note the proxy forms and voting papers in respect of today's meetings will be destroyed 28 days after declaration of the poll. With the meetings closed, we will now be logging off. Thank you for your attendance, and I wish you all a good day.