Elders Limited (ELD) Earnings Call Transcript & Summary

Good morning, everyone. My name is Ian Wilton, and I'm the Chair of your company. As it is now passed 10:00 a.m. Adelaide time. I'd like to welcome you to the Elders Limited 2024 Annual General Meeting. I'm advised by the Company Secretary that we have a required quorum for the meeting to proceed. I therefore declare the 2024 Annual General Meeting of Elders Limited open. Welcome, and thank you for attending. We meet today in person and online. I'd like to begin by acknowledging the Kaurna people, traditional custodians of the land on which we gather today, and pay my respects to their elders past and present. I extend that respect to Aboriginal and Torres Strait Islander Peoples here today. In the spirit of reconciliation, Elders Limited acknowledges the traditional custodians of the country throughout Australia and their connections to land, sea and community. Before commencing the formal business of the meeting, I would like to introduce my fellow directors and our company secretary. With me on the stage this morning are from my far right, Raelene Murphy. Raelene is a member of each Board committee, Raelene retires from Elders Limited Board at the conclusion of today's meeting. Damien Frawley. Damien was appointed by the Board effective from the first of August 2024. Damien is a member of each Board Committee and will stand for election today. Glenn Davis, Glenn was appointed to the Board effectively on the second of December 2024 and is a member of each Board Committee. Glenn will also stand for election today; and Mark Allison, our Managing Director and CEO. From my far left, John Lloyd. John joined the Board on the first of December last year and has recently been appointed Chair of the Remuneration, People and Culture Committee. John is also a member of each other Board Committee. Robyn Clubb. Robyn is Chair of the Audit, Risk and Compliance Committee and a member of each other Board Committee. Robyn was last reelected by shareholders at the 2021 AGM and will stand for reelection at today's meeting. And Peter Hastings, our Company Secretary. Sitting in the audience today is Bethwyn Todd, who will be joining the Board on the second of January next year. Marcus Lojszczyk of PricewaterhouseCoopers is also present to answer any questions you may have relevant to the conduct of the audit and preparation and content of the auditor's report. And a number of Elders senior executives are with us today, including our Chief Financial Officer, Paul Rossiter. Welcome to you all. I encourage shareholders to mingle with your directors and senior executives after the meeting to chat with them about the company's affairs. Voting and questions are now open. We're very pleased to be able to join you in person and online to connect with as many shareholders as possible. Our meeting today involves 10 items of business and 9 resolutions. I will read all the resolutions as they are set out in the notice of meeting. They will also be displayed on the screens in the room here and in the webcast, along with tallies of the votes received before the meeting from proxies and direct voting. Votes lodged before the meeting via proxy and direct voting were also released to the ASX ahead of this meeting. All resolutions will be decided by poll. On each item of business, we will allow a short time for questions on matters relevant to shareholders as a whole. We also hold a general question-and-answer session after Item 7c to ensure we address as many questions as possible. Pre-submitted questions will be answered at this time unless the question clearly states an item of business to which it relates. At the end of this Q&A session, we will close voting on all items except Item 8. Item 8 is the conditional spill resolution, which will only be put to the meeting if more than 25% of votes validly cast on Item 2 are against that resolution. If item 8 is put to the meeting today, Voting on that item will be held open until I declare the poll closed towards the end of the meeting. It is my intention to vote all open votes available to me in favor of all items except Item 8. I intend to vote all open votes against Item 8. I appoint Stacey Spence from Boardroom Proprietary Limited as Returning Officer. The Returning Officer's duties are to arrange for the collection of all votes having regard to the voting exclusions set out in the notice of meeting and to advise me of the results of the polls. Final voting on all polls will be released to the ASX following the conclusion of today's meeting. Voting will remain open until I declare the polls close towards the end of the meeting. Voting on Items 2 to 7c will close before Item 8 is put to the meeting. Only shareholders, their attorneys, proxy holders and authorized company representatives are entitled to vote. If you're joining us online, voting takes place on the Lumi platform through which you have joined this meeting. To submit your votes online today, you must be logged in using your voting access code. If you are logged into the meeting as a guest, you are unable to vote. The voting icon is the 3 bar graph icon that appears at the bottom of your screen. Please refer to the slide displayed on your screen for visual instructions. To cast your vote, simply select 1 of the voting options. Your votes will automatically be recorded. You do not need to press submit or send to lodge your vote. To change your vote, simply select a different option to override your original selection. If you choose to vote early in the meeting and you subsequently experience technical difficulties, your vote will still be received and counted in the poll. Those of you voting in the room today have been provided with a Lumi handset. If you experience any difficulty using the handset, please signal to one of the Boardroom representatives in the room. They're here to assist you. Please don't hesitate to signal to them earlier in the meeting to ensure any concerns can be resolved as quickly as possible. Does anybody have an issue with their handset? On the screen of your handset, you will see the list of resolutions. Select the resolution you would like to vote on using the wheel to scroll and the green square to select. Your selected resolution will then appear on the handset screen. Press the green square again to bring up the voting options. Press 1 to vote for the Item, 2 to vote against or 3, to abstain. Use the green square to move to the next resolution or the red triangle to return to the full list. Votes cast today will be added to those already cast by shareholders who voted before the meeting. You may change your vote at any time up until I declare the polls closed. If you have already voted and choose to vote again today, it is your final vote during the meeting that will be counted. This brings us to questions and answers. Your views as shareholders are important to us, and we are always eager to receive your feedback. However, I would like to remind you that this is a shareholders meeting, only shareholders, their attorneys, proxies and authorized representatives are entitled to speak. You may continue to ask or submit questions until I advise that the Q&A sessions are closed. Before the meeting, the Board received 3 submissions for which answers have been prepared. As noted earlier, Mr. Marcus Lojszczyk from PwC is also in the room to answer any questions you have relevant to the conduct of the audit or the auditor's report. If you have joined us online, I would like to ask a written question, select the messaging tab at the bottom of your screen, type your question into the box at the top, then press send. A copy of your submitted questions, along with any responses from our meeting team can be viewed by selecting my messages. Written questions will be read out to the meeting before they are answered. If you're joining online today and prefer to ask a question verbally, click the request to speak button in the broadcast window. A new page will be displayed prompting you to confirm your name and answer the topic of your question, submit your details and select join queue to be connected. If prompted select allow in the pop-up to grant access to your microphone. For those of you in the room today, we have a microphone located towards the front. If you wish to ask a question, please make your way to the microphone when we are open for questions. Please show your voting handset or red shareholder card. When asking verbal questions either online or in the room, please start by stating your name and whether you are a shareholder in your own right or an attorney, proxy or corporate representative of a shareholder. After Item 7c, we will pause briefly to endeavor to ensure all questions have been answered and comments read out. I'd like to remind you that shareholders are attending today's meeting to discuss matters of interest to shareholders as a group. If you have questions specific to your own shareholding that are not relevant to the group, we are happy to take your questions after the meeting, either through boardroom or our Company Secretary. I've been advised by the Company Secretary that the notice of meeting has been properly circulated. With your consent, I will take the notice as read. A copy of the minutes of last year's AGM, which was held on Thursday, the 14 December 2023, is available for inspection by shareholders. If you wish to inspect the minutes, please contact our company's secretary after the meeting. Before the financial report is tabled, Mark and I would like to make a few comments. Well, good morning, again, and welcome. It's my great pleasure to address you today in the year that marks the 185th anniversary of Elders serving Australia's agricultural industry. Despite difficult conditions in the first half of FY '24, Elders has delivered a resilient financial result with much to look forward to in 2025. While performance varied across the country, a focus on building and maintaining Elders product and geographic diversification has allowed us to deliver steady earnings overall and make significant progress towards our ambitions set out in the current Elders 8-point plan. A notable step in Elders diversification strategy has been the agreement to acquire Delta Agribusiness as we announced in November. I will leave Mark to elaborate on this but I'd like to express how pleased the Board is to support these initiatives. I'm also pleased that to help fund this acquisition and additional balance sheet flexibility $246 million has been raised through a fully underwritten rights issue. We continue to work with the ACCC to seek informal merger clearance for the acquisition. The ACCC has indicated that it will provide a provisional decision by mid-March next year. Elders has a proven track record of synergy generation through backward integration and we anticipate this acquisition will create meaningful value for shareholders. As we close 2024 and look ahead to 2025, I am pleased with the Board's progress in its own renewal process. This has been undertaken to ensure we are equipped with the right skills and expertise to serve the business as it continues to grow. Over the past 12 months, we have welcomed Mr. John Lloyd, Mr. Damien Frawley, Mr. Glenn Davis, and most recently, Ms. Bethwyn Todd as new nonexecutive directors. Ms. Todd will formally join the Board in January 2025. She brings to the Board significant executive experience, coupled with a strong understanding of the agricultural and agricultural chemical sectors. She worked for FMC Corporation in senior management roles for approximately 12 years, most recently as President of Asia Pacific and Vice President of FMC Corporation. Ms. Todd was also President of CropLife Asia from 2019 to 2021. I would like to note Raelene Murphy's retirement from the Board as of this meeting, and to thank her for her contribution over the past 4 years. On a personal note, this is likely to be my last AGM as Chair of the Board as I will hand over to 1 of my colleagues during 2025. It's been an honor to serve this great company as Chair over the past 5 years. and as a director for 11 years. The Board has also continued its important task of CEO succession planning during FY '24. Working with an external professional firm, we have evaluated the potential of senior executives and have identified development needs to equip them to be candidates for further advancement. The Board discusses CEO succession at each of its meetings. As mentioned in the annual report, Mr. Allison has indicated his willingness to continue in the role of Managing Director and CEO at least until the end of the current 8-point plan in 2026. I'd like now to respond to last year's first strike. As you know, shareholders voted against the remuneration report at last year's AGM. In addition, the proposal to issue service rights to Mark Allison, which were intended to incentivize him to remain as Managing Director and Chief Executive at least until June 2025 was rejected. As discussed in this year's remuneration report, the Board deliberated extensively before making the decision to settle the obligation to Mr. Allison in cash. The Board firmly believes his retention arrangements are in the best interest of the company and shareholders. Throughout the year, the Board dedicated significant time to engaging with proxy advisers and major shareholders. Their feedback indicated that the vote against the remuneration report stemmed from concerns about the overall level of Mr. Allison's remuneration as well as concerns around succession planning before his planned retirement from Elders. The Board acknowledges the concerns raised by shareholders, which were largely due to one-off decisions made to address CEO succession matters under extraordinary circumstances. These decisions aim to mitigate risks to the business, considering factors such as the ongoing Elder systems modernization, supply chain rationalization and just as importantly, prevailing business conditions at the time. The Board does not view this as a precedent for future remuneration decisions, and I reiterate that no further retention payments will be made beyond the commitments already in place for June 2025. The Board believes that the remuneration package established from Mr. Allison is fair and suitable given the company's circumstances, Mr. Allison's performance and his value to the company. It is in line with external benchmarking provided to Elders by an independent third party. With a secure leadership team in place and refreshed CEO succession plans being overseen by a Board that is over -- that has continued its own renewal process, your directors look forward to continuing to oversee the interest of shareholders through the next chapter of Elders' growth and success. I would like to thank my fellow directors for their contribution as well as acknowledging our dedicated and hard-working team of pink shirts, and thank you to all our shareholders for your continuing support. With this, I will hand over to our CEO, Mark Allison.

Well, thank you, Ian, and good morning, and thank you for all joining us in person and online today for Elders 2024 Annual General Meeting. I'm pleased to address you this morning after what has been a year marked with significant progress and achievement albeit hand-in-hand with significant challenge. In FY '24, Elders delivered underlying earnings before interest and tax of $128 million, a decrease of 25% on last year. An underperforming first quarter caused by declining livestock prices, lower crop protection gross margin and subdued client sentiment was partially offset by improved trading in the second half. With the backdrop of difficult market conditions and uncertain geopolitical times, Elders maintained its position as the most trusted agribusiness brand amongst farmers in rural and regional Australia. Our customer-focused approach to business has helped us to achieve this as well as our appreciation for the importance of community investment. Both are crucial to the viability and well-being of agricultural towns and industries. In line with this, we launched the inaugural Elders community giving project. This project awarded 14 grants to small country community groups and organizations around the country to implement long-term change in rural and regional Australia. All of these accomplishments are due to our people. And clearly, their safety and well-being are paramount in our thinking. This year, we maintained our downward trend in lost time injuries to 2 compared to 3 in FY '23. At Elders, we see it as unacceptable that any of our people are harmed at work, and we strive for 0 harm work environment. Central to employees well-being is their feeling of inclusion and representation in the workplace. So in FY '24, the Elders Inclusion Committee introduced our inaugural indigenous engagement strategy. This strategy supports Elders in creating shared benefits and expanding and contribution to indigenous communities around Australia. We also progressed our efforts to increase the proportion of women in higher-paying roles through focused recruitment and succession programs. This is an area that we will continue to drive with our expanded business in FY '25. Aligned to our 8-point plan, we have a methodical program to regain the growth profile for Elders during FY '25. I'm pleased to report that trading in the first quarter has been consistent with Elders' assumption of a return to average seasonal conditions and data collection in line with the expectations outlined during the FY '24 full year announcement. Achieving financial benefits from our rural product supply chain optimization, wool handling automation, systems modernization and cost and capital optimization programs will be critical in allowing us to maintain acceptable shareholder returns in challenging conditions and excellent shareholder returns in average conditions. We produced a resilient result in FY '24, which was largely due to the multiple diversifications in the business model, with a geographical product, service, channel, crop and livestock segment and enterprise type portfolio approach that we take. In FY '24, we added 21 points of presence to the business in areas of key strategic relevance. Through our growth strategy, we welcomed a range of high-quality bolt-on businesses as well as opened Elders Wool with the distribution center in Rockingham WA and a world-first automated wool handling facility in Ravenhall, Melbourne. In addition, last month, I was pleased to announce Elders has entered into an agreement to acquire Delta Agribusiness. Now Delta supplies a range of agricultural products and services through a network of 68 locations and approximately 40 independent wholesale customers. For Elders, this acquisition will deliver amongst other things: Greater geographical diversification and improved ability to service farming clients, particularly in New South Wales, Northwest Victoria, South Australia and Western Australia. Additional regulatory packages and intellectual property in crop protection and animal health products, an enhancement to Elders' technical expertise and offering in ag tech and precision agriculture, and the opportunity to realize synergies through our backward integration strategy. Elders has a strong track record of successful light touch integration acquisitions. With this in mind, we will maintain the Delta brand and support its ongoing success without any changes to staff or branches. Through this approach, Elders will preserve the well-respected brand, culture and people of Delta who have driven its success to this point. A similar approach was taken with our acquisition of AIRR and Titan Ag with overwhelming success. We anticipate the transaction will complete in the first half of 2025 subject to ACCC approval and expect a positive impact on Elders' FY '25 financial results. Another important milestone for Elders this financial year has been progress in our systems modernization project. SysMod is integral to Elders' ability to continue to grow and provide a seamless experience to our customers. In FY '24, we progressed to Wave 2 and have begun to implement Microsoft Dynamics 365 for our retail operations and supply chain. Implementation commenced in our Murray Bridge branch in South Australia and has been very successful. We expect to see marked improvements in customer service and back-end efficiency as we streamline our processes across sales, inventory management and customer service with the national rollout throughout 2025. We have also commenced work on Wave 3, which is the implementation of a new livestock operating system. This year we have continued to adapt our service offering to clients to support their sustainability and efficiency goals through Thomas Elder Sustainable Agriculture, which we call TESA. TESA aims to promote greater on-farm adoption of research-based practices to make for more productive and sustainable farms that are resilient to changing climate and able to seize potential opportunities in emerging markets. Through TESA, we announced the memorandum understanding with SmartSat CRC, Australia's leading space research center. This partnership will support the utilization of satellite-enabled earth observation technologies to address key challenges in Australian agriculture such as monitoring and reporting of emissions, managing weed pests and disease in broadacre cropping systems and increasing quality and quantity of yields in viticulture. Our sustainability report includes more information about our work in this space. It also demonstrates significant progress against our ambition to drive industry-leading sustainability outcomes across health and safety, community, environment and governance to benefit our customers, communities, industry, people and shareholders. As we embark on FY '25, I would like to thank Elders' dedicated staff, including my leadership team, who are, of course, central to all that we have achieved through this year and are fundamental to Elders future growth. Thank you to our shareholders and our industry colleagues for their support, which has been invaluable this year. And to our loyal clients, our multigenerational clients, we are proud to be of service to you and thank you for trusting Elders. So I look forward to achieving progress in our 8-point plan ambitions for FY '25 and contributing to a meaningful change in growth in the Australian agricultural industry. Thank you.

Thank you, Mark. We'll now turn to the first item of business. I table the financial report for the company, together with the Director's report and the internal audit -- the independent audit report for the year ended 30 September 2024. I note there is no formal resolution for this item, but shareholders are welcome to ask questions. We will take online questions first, followed by questions in the room. If you are in the room and would like to ask a question, please make your way to the microphone now. Moderator, are there any online questions?

Yes, Chair, we have 1 online question from [ Martin Roughley ], representing [indiscernible]. Martin's question is, am I right that the company invested $38.6 million in PGG Wrightson Limited in the 2023 year and has since written off $23 million over '23 and '24. I couldn't see any commentary in the annual report on this other than the figures in Note 13. His questions are, what was the strategic intent of this investment? Were any associates or related parties involved in this investment decision and what went wrong?

I think it's quite right to say that we have written down the cost of the initial investment in PGW. I think those numbers are correct. The decision was made to get a foothold in that company. We have no short-term determination to go any further than we currently are. We see it as a good investment in the long term. Unfortunately, the share price has tracked down. We haven't written it off. We have just written down the value slightly different. I think we still see it as a good business. Mark, I don't know if you want to add anything to that?

Yes. I think so. So the 12% that we bought was a parcel that we saw as a strategic stake, as Ian says. We had no plans to move in the short term. We see PGW in a similar way to Elders in terms of being the dominant player, strong player in New Zealand. And we felt that some of the backward integration strategies that we have here may be of benefit if we decided to move forward, but we haven't moved at all since those purchases.

Are there any questions from the floor?

Chairman, good morning. I am [ Bob Ritchie ], appointed to represent the proxy votes for the Australian Shareholders Association. Over the last few years, I've been -- I've listened to the descriptions of the strategy and business mix expected to provide some certainty of results, and I was surprised in the first quarter as I doubt everyone was, but I'd like to hear a little more about how that event came about. I was thinking of it as just the weather, but it may have been something to do with information about the weather and understanding that, I think, would be important for shareholders.

Yes. I might ask Mark to give a little more information on that, but it certainly was weather -- partly weather-related partly livestock price related, some of which were intertwined somewhat, but, Mark...

Yes. No. Thanks, Ian. I think we -- and we talked about this at length at the half year and at the full year that it was really a combination of factors. There was a Bureau of Meteorology forecast for drier than average conditions, which set many producers and clients around Australia, particularly livestock in believing they wouldn't have feeds, so there was a sell-off of stock of cropping clients who believe they would need to spray paddocks because they'd be burned out with dry and hot conditions. And there was also another uncertainty sentiment that came in, which had, what, protective strategies put in place by many of the -- of our clients. So it impacted across all of us, like in the industry. But I think the real -- if you look at the scoreboard, if you consider the average result for us, for that quarter over a number of years is something like $30 million to $32 million of EBIT. And the actual result after -- during this time was 0, so breakeven. So the impact on it is quite significant. And I think in line with my earlier comments, we believe that there would be a normalization as we go forward. And we saw that as part of our way back to more acceptable returns for our shareholders. And that we are actually experiencing that in the first quarter of FY '25.

Okay. If there are no further questions -- nothing further online.

There are no further questions at this stage.

Now to the resolutions before the meeting. The first resolution relates to the Elders' 2024 remuneration report, which can be found on Pages 45 to 65 of the annual report. The resolution is displayed on the screens in the room and in the webcast. It is the same resolution as the resolution in Agenda Item 2 of the notice of meeting. The resolution states that the remuneration report, which forms part of the directors' report for the 12-month period ending 30 September 2024, be adopted. Proxy and direct voting tallies of votes received before the meeting are displayed on the slides visible in the room and in the webcast. Any votes by key management personnel and their closely related parties will be disregarded, except for votes exercised as a proxy for other shareholders who are entitled to vote and cast in accordance with directions on the proxy form, or by me as Chair of the meeting and expressly authorized to vote even though this item is connected with the remuneration of key management personnel. The Corporations Act provides that the vote on this resolution is advisory only and does not bind the company or its directors. However, Elders received a first strike last year when more than 25% of the votes cast were against the 2023 remuneration report. If 25% or more of the votes cast on today's resolution to adopt the 2024 remuneration report, we will receive a second strike. Votes received prior to the meeting indicate that this is likely. If Elders does receive a second strike today, the conditional spill resolution Item 8 will be put to the meeting. We have heard and acknowledge the concerns raised by shareholders and proxy advisers in relation to succession planning, any increase in remuneration and type of benefits offered to our Managing Director and Chief Executive Officer, Mark Allison. We've set out in the 2024 remuneration report, detailed explanations of why we made the decisions we did. We've also continued to engage with shareholders and proxy advisers to both receive feedback and explain the decisions we took. I'll pause briefly now to allow time for voting and questions. If you're in the room and would like to ask a question, please come to the microphone now. Moderator, are there any online questions?

Yes, chair. We have a question from Mr. [ Stephen Mayne ]. His question is, he says thank you for disclosing the proxies early with the formal addresses to the ASX, which revealed a 67% second rem strike. Your shareholders are clearly revolting. Which of the proxy advisers recommended against the rem report and what reasons did they give for doing so? There was also an unusually high 13.5% vote in favor of a Board spill. Do we know which shareholders want to spill the entire Board and why? Did any proxy adviser support voting for the Board's spill resolution?

We are a few questions there. I might start by saying that I don't think our shareholders are revolting. But I think all of the proxy advisers recommended against the remuneration report for the reasons that we've tabled before specifically, I think the decision by the Board to pay out our obligation to Mr. Allison in cash. And as I've stated, we believe that what we've done is in the best interest of shareholders and the company. In terms of the spill, there was 1 proxy adviser that recommended that. The others did not. And I think we've got a small percentage voting in favor of a spill somewhere around 15%, if I'm correct. I can't identify the individual shareholders that voted that way. Are there any further questions on that?

Thank you, chair. No further questions on this item.

I'll now take questions from the floor, if I may.

Mr. Chairman, my name is [ Robert Kenric ], and I'm a shareholder. I spoke on this item last year because history is littered with outstanding leaders who stayed in office too long. And I'm concerned about the length for which the Managing Director may be intending to stay in office. In the remuneration report, you're talking about at least the end of 2026 and the long-term incentive arrangements actually have a final evaluation date of 30th of September 2027, which is quite a long time in the future, particularly considering that Mark Allison himself first suggested that he might retire back in 2022. Now could you possibly give us a little bit more information on the process of identifying internal successors and clarify whether these dates of end 2026 and mid or end of 2027 are actually realistic or whether they're contingent and could a handover take place earlier?

Thank you, Robert. Appreciate the question. number of points. First of all, Mark is incentivized to stay until June 2025. That's the incentive payments that we put in place. Mark himself has said that he is prepared to stay on until the end of the current 8-point plan, which would end in September 2026. The Board haven't confirmed that would be an end date. That's Mark's expression of his willingness. As regards to the 2027 date, that's just a function of the current award of long-term incentive rights. That doesn't mean that Mark would stay to that point. In fact, if he left after a year, he would get a pro rata share, which would reflect the number of years he'd actually worked in that 3-year period leading up to 2027. So no commitment by the Board as such. Now we are, as I've outlined, going through an extensive process of evaluation of our senior executive team. We're using a firm called [ Duent Executive ]. They have evaluated the senior executives, identified both their ambitions and any development needs they may have to help them reach those ambitions and to help us identify ultimately potential successors to Mark. Personally, I'm very hopeful that we'll have an internal candidate as and when Mark does retire. But at this point, that's an ongoing process.

Chairman, I won't speak too many more times. This boat has a few elements that are unusual in it. The action is by the Board, the person who may lose reputation because it's associated with it is the Managing Director, and I'm particularly anxious about that, especially as last year and this year, the Australian Shareholders Association has quite properly voted an against vote. And that was principally because the retention, which is against our beliefs was not accompanied by hurdles or targets for performance. And yet, there were silently believed targets by the Board that is obvious from the publications that the implementation of extra strategies was on the table to be done. And clearly, the Board -- clearly to me, the Board expected Mark Allison to get all that done. And given the turmoil that the Board went through with the withdrawal of the candidate and the other environmental situations that were about at the time. When they reckon they had a solution, I formed opinion they sat back and sighed with relief and didn't dot the i's and crossed the t's by putting those -- the completion of those strategies down as a hurdle to be achieved and a requirement. And they just, I think, believe he would do what he's always done and get the job done. And that leads me to the point of this talk. I've been monitoring Elders for the association with colleagues but my start was in 2010. And I recall the 2011 Annual General Meeting, which was full of anger, resentment, vile on the part of shareholders and rightly so at the time. The company had been run down by a succession of Boards going back a long way on my look at it. And the next year, there was no one talking except me. It was silence interpreted as despair on the part of shareholders in 2012. And Mark came alone and I recall meeting with him in 2014 when he said he had taken on the job of managing director, having stepped down from Chairman and Executive Chairman later after. And I said to him, I don't think he will be able to get the job done. It was a job that would be very difficult without money and the company had no money, as far as I can see. And Mark found a way to get that. He got the job done. Now the against votes have about 3 elements to them, if I can remember them. One is the quantum? I understand that. It's a big quantum, $1.1 million twice. It was the lack of hurdles. And also, there was criticism about not having developed the internal candidates. I understand that as the sort of criticism that people may have if they bring the textbooks. But in the circumstances, what we had with people getting a job done. And my impression is that the job was treated as more important and the issue of broader development of the executives. That's now been addressed, but it's a criticism that had some legitimacy and some deliverable to the Chief Executive as well as the Board. But the important thing is this company was on its knees in 2012 and has been rescued and is delivering a very good result and looks like it's going to give better results. And in the circumstance where the against vote is having some ramifications on the reputation of the Managing Director. I think it's appropriate that shareholders in the room have the opportunity to express their appreciation of the results that Mark has got over this period from what -- it's a decade. I suggest we do that in the appropriate way with applause for the managing director.

Thank you. Robert, it's encouraging to hear some words of support. I'd just reiterate that the Board found itself in a very difficult position and dealt with it as it could at the time. So thank you. If there are no further questions, I'll move to the next resolution. The second resolution relates to the election of Damien Frawley as a director. The resolution is the same as the resolution in Item 3 of the notice of meeting and states that Damien Frawley having been appointed as a director by the Board since the last AGM who retires in accordance with Rule 8.1.5A of the constitution of the company and being eligible, is elected as a Director of the company. Damien was appointed as a Non-Executive Director effective 1st of August 2024. His skills and experience are set out in the notice of meeting. Damien is considered by the Board to be an independent director, and his appointment has the unanimous support of the Board. Damien has prepared a statement regarding his election, which I invite him to share with you now.

Thank you, Ian. Good morning, all shareholders. I'm deeply honored and grateful to shareholders for allowing me the opportunity to put myself forward as a Nonexecutive Director of Elders. It is a privilege to join an organization with such a storied history and a vital role in supporting Australian agriculture. My heartfelt thanks go to the Board and the shareholders for this opportunity to contribute to the legacy of Elders. Throughout my career, I have been fortunate to hold leadership roles at Queensland Investment Corporation and BlackRock gaining extensive experience in investment management, strategy and governance. I currently serve as the Chair of Queensland Treasury Corp., the funding arm with the Queensland State Government. And Hostplus the $130 billion superannuation fund as well as a Board member for Mirvac. I've also shared a Northern Australian Pastoral Company for 3 years as virtue of the ownership by QIC. These roles have provided me with a strong foundation in delivering financial outcomes and navigating complex industries. Additionally, my agricultural routes, particularly in livestock operations across Queensland, remain a cornerstone of who I am, my values and has also given me a deep appreciation for the challenges and opportunities in this vital sector. As I step into this role, I look forward to contributing to Elders continued success, helping deliver long-term value for shareholders while supporting the growth and sustainability of Australian agriculture. Thank you once again for the honor. I am committed to serving with integrity and dedication.

Thank you, Damien. I'll pause here again to allow time for votes and questions. Please come to the microphone now. If you're in the room and would like to ask a question about the election of Damien Frawley. Moderator, are there any questions about the election of Damien Frawley online?

Yes. We have 1 question from Mr. Stephen Mayne. Steven's question is, could new director Damien Frawley and the chair comment on the recruitment process that led to his appointment to the Board was a headhunter involved, did the full board interview, Damien and did they interview any other candidates? Did Damien know of any other directors before engaging with the recruitment process.

I think the answer to the first 3 questions was yes, yes and yes. So we did use a headhunter and Damien did meet the full board I don't think you knew any of us before. I met Mark once for. Thank you. Are there any questions from the floor? Okay. If there are no further questions, I'll move to the next resolution, which is the election of Glenn Davis. The third resolution relates to the election of Glenn Davis, as a director. The resolution is the same as the resolution in Item 4 of the notice of meeting and states that Glenn Davis, having been appointed as a director by the Board since the last Annual General Meeting, who retires in accordance with Rule 8.1 0.5 of the constitution of the company and being eligible, is elected as a Director of the company. Now Glenn was appointed as a Non-Executive Director from the second of September 2024. His skills and experience are set out in the notice of meeting. Glenn is considered by the Board to be an independent director, and his appointment has the unanimous support of the Board. Glenn has prepared a statement regarding his election, which I invite him to share with you now.

Thanks, Ian. Good morning, ladies and gentlemen. It's a pleasure just to address you briefly this morning. As you would have read in the annual report, I'm qualified in law and accounting and remarkably spent almost 40 years practicing law around Australia. That work has given me a very keen insight into risk management and mitigation, which is 1 of the underlying planks of running any public company in Australia. In addition to that, I've spent the last 20 years sitting on ASX-listed company Boards, sometimes as Chair, sometimes as a Nonexecutive Director. But those 20 years of experience has given me skills and background across a myriad of issues, including Board leadership, strategy, finance, audit, M&A activity, pretty much the full gamut of the issues that come into a boardroom in an ASX-listed entity in Australia. To give you some context this morning in relation to my ASX experience, just 1 example as Chair of an ASX entity, I was part of a team that delivered a $1.6 billion transformational acquisition funded through $1.1 billion of new debt facilities and a $300 million equity capital raising. All at a time when our market capital was significantly less than the size of the entity that we were acquiring. In addition to my experience in my profession and as a director, I've owned several businesses over the years, a couple of which are in primary production. Whilst those businesses are vastly smaller than Elders, my experience in them does give me good insight, I think, in relation to the opportunities and challenges that Elders customers face on a daily basis. Ian, Mark and the whole Elders team have done an absolutely fantastic job in positioning Elders as the most trusted agribusiness brand in Australia. It's a true credit to them. And if I'm elected today, I very much look forward to working with the whole team to deliver strong returns for older shareholders into the future. Thank you.

Thank you, Glenn. I'll pause here again to allow time for votes and questions. Please come to the microphone now if you'd like to ask a question in the room. Moderator, are there any online questions about the election of Glenn.

Yes, Chair. We have another question from Mr. Stephen Mayne. Stephen's question was there was a 12.45% protest vote against Glen on the proxies, but no protest against the new director, Damien. Was this caused by a proxy adviser? And what concerns did they raise?

I believe this was probably caused by a proxy adviser who 1 in particular recommended against Glenn because they considered him to be over boarded. Glenn has, first of all, has undertaken -- has assured the Board that he has adequate time to dedicate to Elders and he certainly demonstrated that in the time that he's been on the board. He's always attended. He's always well prepared. He has also undertaken to rationalize the number of board positions that he has over the next 12 months. No further questions online.

There are no further questions. Thank you.

Thank you. I'll now take questions from the floor, Bob.

Thanks, Chairman. One matter that has not been discussed in this candidacy is the Glenn's current position as Chairman of SkyCity Casino in Adelaide, which suffered a fine of about $67 million for money laundering. The question, of course, is about timing. And can you answer that for us, please? Because I think the issue is obvious.

Well, Glenn was appointed after the misdemeanor or the criminal allegations, et cetera, and define. And I think you were appointed to help sort the mess out, Glenn.

Yes, that was the intent. The period of the AUSTRAC prosecution statement of agreed facts was 2016 to 2022. I joined at the end of '22. The reason they head hunted me as a South Australian lawyer is to come in and try to help them stabilize the business and get it compliant. Multiyear transformational program in front of us that we're only partway through, but we will get there in the end.

As there are no further questions from the floor, I'll move to the next resolution. The fourth resolution relates to the reelection of Robyn Clubb as a Director. The resolution is the same as the resolution in Item 5 of the notice of meeting and states that Robyn Clubb being a Director of the company, who retires in accordance with Rule 8.1.5B of the constitution of the company and being eligible is reelected as a Director of the company. Robyn has been a valuable member of the Board since she was first appointed in 2015. She was last elected by shareholders in December 2021. Robyn is currently Chair of the Audit, Risk and Compliance Committee, and her skills and experience are set out in the notice of meeting. The Board considers Robyn to be an independent director and her appointment has the unanimous support of the Board. I invite Robin to make a statement about her reelection.

Thank you, Chair. I'm honored to seek your support for my reelection to the Board of Elders Limited. My journey with Elders has been over a number of years, and it's been driven by my deep commitment to our core values of integrity, innovation and sustainability. As a farmer, beef cattle breeder, land carer and current and past director of a number of agricultural businesses, I bring a strong rural perspective to the Board, ensuring that our decisions are grounded in practical experience and a genuine understanding of the challenges and opportunities facing our industry. During my tenure, I have focused on enhancing our corporate governance challenging yet fostering a strong -- a culture of continuous improvement and advocating for diversity and inclusion. One of my key contributions has been serving as the Chair of the Audit and Risk and Compliance Committee for a number of years. In this role, I have worked diligently to ensure that our financial oversight and risk management practices are robust and effective, providing a solid foundation for our strategic initiatives. Noting the number of new directors joining the Board in recent times, it's crucial to have continuity of experience and knowledge of the business. My ongoing presence on the board will help us during this transition period to maintain stability in that corporate knowledge. I am passionate about the future of Elders and the vital role we play in the agricultural sector. With your support, I look forward to the opportunity to continue serving on the Board of Elders Limited.

Thank you, Robyn. I'll pause here again to allow time for votes and questions. Please come to the microphone now if you're in the room and would like to ask a question about the election of Robyn Clubb. Moderator, are there any online questions about the reelection of Robyn?

Yes, we have a question from Mr. [ Stephen Mayne ]. The recent [ 145.05 ] nonrenounceable capital raising at $8.52 raised $246 million but was badly structured and has been a shocker for investors. The $143 million accelerated component was well supported by 90% of existing shareholders, in part because there was no shortfall book bill to compensate nonparticipants. That's what you call a 48-hour gun to the head. The ability for retail shareholders to apply for [ overs ] was also banned, which guaranteed a big shortfall. The 22,000 retail shareholders only applied for $9 million of the $103 million worth of shares they were offered, leaving a chunky $94 million shortfall with underwriter Macquarie as its unknown sub underwriter. The stock is today at $7.02 so shareholders who've participated in the capital raising of $44 million under water. As a long-serving director up for reelection today, could Robyn please explain why we took Macquarie's advice to structure this raising so badly. Chair, this question is also proposed to you.

I don't know that I should let Robyn answer that. This was a decision of the full Board. It's the method we used to raise the equity was very similar to that, that we used when we did the AIRR acquisition a few years ago. I'm not sure that I agree with some of the comments in the question. The current share price performance is somewhat disappointing, but I think it reflects three things. One is the fact that the shares have gone ex dividend, that's $0.18 of that value. So shareholders that did take up their rights issue, participated in the dividend. So received $0.18 immediately. There's also the general market conditions at the moment. I think there was a big fall in Wall Street last night, and that's followed through to our market this morning. Shares yesterday were around $7.25, I believe. There's 1 final issue that I think has been impacting the shares. And that is that a number of analysts when they considered the acquisition of Delta and the subsequent capital raise have put in their numbers the additional shares that are -- have been issued but have not counted the additional earnings that we will get from Delta. Understandably because obviously, the ACCC has not yet given clearance for the acquisition to go ahead. So because of that doubt in their minds, they've taken those earnings out. I personally think that the situation will resolve itself over time. But I think that's -- I certainly reiterate the fact that I don't believe that it was a badly structured equity raise. Any further questions online?

There are no further questions online.

Mr. Chairman, just on that particular issue, I don't see really that it should be pinned on Robyn at all. The important thing was that the entitlement was fully underwritten. And if Macquarie had to pick up the bill, then that's Macquarie's problem, and they should have discussed that with you with the Board earlier on. As a shareholder, I did not take out my entitlement because there was no point at which the market price was actually above the entitlement price. So I bought what would have been my entitlement on market. And I would suggest anybody else should have done the same thing.

Yes. Well, unfortunately, I have undertaken to take up my allocation early, and I paid the $7.85, but I have faith in the business for the future. If there are no further questions, I'll move to the next resolution. The fifth resolution, which relates to the approval of issue of securities under the long-term incentive plan. The resolution is displayed on the screens in the room and in the webcast. The resolution is the same as the resolution in Agenda Item 6 of the notice of meeting. The resolution states that for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 190,750 performance rights to the Managing Director and Chief Executive Officer, Mr. Mark Charles Allison on the terms specified in the explanatory notes, to and forming part of the Notice of Meeting be approved. Your Board believes the incentive arrangements for our Managing Director and Chief Executive Officer are an essential component to achieving our long-term goals and that the conditions of the grant are both balanced and challenging and aligned to shareholder interests. The terms of the proposed grant are set out in the notice of meeting. Votes cast on this item by or on behalf of Mark Allison or any of his associates or by a member of key management personnel and their closely related parties, acting as proxy will be disregarded. Exceptions to this are set out in the notice of meeting. I might just say that this is part of Mark's normal remuneration package. I'll pause again now to allow time for voting and questions. If you're in the room and would like to ask a question, please come to the microphone now. Moderator, are there any online questions on Item 6?

No chair, there are no online questions.

Thank you. Now I'll take any questions from the floor. Okay. As there are no questions, I will move to the next resolution. We now come to 3 resolutions related to the giving of financial assistance. I will put each resolution to the meeting one at a time and allow time for voting and questions on each. These items are sufficiently explained in the notice of meeting and the explanatory notes, so I don't propose to detail them again. In essence, the Elders Group receives finance through a syndicated facilities agreement. This arrangement with our bankers enables Elders to fund its activities under the Corporations Act when we acquire a company, and that company provides security and becomes a guarantor to that financing package that is connected with that company's own acquisition that this constitutes the giving of financial assistance. As Elders is a listed company, the Corporations Act requires shareholder approval for this financial assistance. The 3 financial assistance resolutions are special resolutions, meaning that in order to pass at least 75% of the total votes cast by shareholders entitled to vote at the meeting must be in favor. So I now move the sixth resolution, which relates to the financial assistance from IPST Holdings Proprietary Limited and each of its subsidiaries. The resolution is displayed on the screens in the room and in the webcast. The resolution is the same as the resolution in Agenda Item 7a in the notice of meeting. The resolution states that for the purposes of Sections 260A and 260B(2) of the Corporations Act 2001, approval is given for the financial assistance to be provided by IPST Holdings Proprietary Limited, ACN 159044096 and each of its subsidiaries in connection with the IPST acquisition as described in the explanatory notes to and forming part of the notice of meeting. Once again, I'll pause to our time for voting and questions. Please come to the microphone if you're in the room or would like to ask a question. Moderator, are there any online questions?

Thank you, chair. There are no online questions.

Any questions from the floor? Thank you. As there are no questions from the floor, I will move to the next resolution. The seventh resolution relates to approval of financial assistance from Riverland Lending Services Proprietary Limited. The resolution is displayed on the screens in the room and in the webcast. The resolution is the same as the resolution in Agenda Item 7b of the notice of meeting. The resolution states that for the purposes of Sections 260A and 260B(2) of the Corporations Act 2001 approval is given for the financial assistance to be provided by Riverland Lending Services Proprietary Limited, ACN145814080, in connection with the RLS acquisition as described in the explanatory notes to and forming part of the notice of meeting. I will pause to allow time for voting and questions. Please come to the microphone now. If you're in the room would like to ask a question. Moderator, are there any online questions on Item 7b?

No chair, there are no online questions.

Any questions from the floor? As there are no questions from the floor, I will move to the next resolution. The eighth resolution relates to approval of financial assistance from Robian Holdings Proprietary Limited. The resolution is displayed on the screens in the room and in the webcast. The resolution is the same as the resolution in Agenda Item 7c in the notice of meeting. The resolution states that for the purposes of Sections 260A and 260B(2) of the Corporations Act 2001, approval is given for the financial assistance to be provided by Robian Holdings Proprietary Limited ACN084750265 in connection with the Robian acquisition as described in the explanatory notes to and forming part of notice of meeting. I'll pause now to allow time for voting and questions. Please come to the microphone if you're in the room and would like to ask a question. Moderator, are there any online questions in respect to 7c.

There are no online questions, chair.

Any questions from the floor? Thank you. As there are no questions from the floor on Item 7c. Are there any other questions on any topic, moderator?

Yes, sir. We have 1 question from Mr. [ Stephen Mayne ].

Are we going to do the written ones first.

We have received written questions ahead of the meeting. The first question comes from [indiscernible] who asks, with the continual closure of regional banking services, does the Board see any opportunity for the company to utilize its regional operations to offer the services withdrawn by the major banks.

Well, the simple answer to that is yes. Elders currently provides a range of finance, insurance and warranty products through our branch network and the wholesale channels. and these reach deeply into rural and regional locations around the country. We see significant opportunity for future growth in our financial services portfolio. The services we currently provide include brokering home loans, personal loans, investment loans, agri loans, commercial loans and assets and equipment loans. We also provide livestock funding, rural cash advances and rural products prepayment facilities on our own balance sheet. And in the case of livestock funding through an arrangement with specialist livestock funder, StockCo. We also partner with QBE to deliver insurance products under the Elders insurance brand. And we've just entered into an arrangement with Auswide Bank to receive deposits under the Elders brand. Any further questions?

Chair, we have another written question received ahead of the meeting. The question comes from [ Aaron Connelly ], who asks: Given the challenging economic environment and operational hurdles such as the significant drop in underlying EBIT and issues surrounding employee dissatisfaction due to incentive cuts. How does the Board plan to balance cost management with maintaining employee engagement and operational efficiency to ensure sustainable growth for FY '25 and beyond?

I think it's a very good question. And we're very conscious of the importance of our people to the success of our business. We're also conscious of the need to ensure that the cost base is rightsized to maintain returns to investors to make investing in Elders an attractive proposition. In light of this, we have sought to align our short-term incentive plan across the whole business to ensure it is fair to all employees. We understand the disappointment that is felt by our employees when lower results deliver lower incentive payments or in the case of the executive committee members, no payments at all as was the case in FY '24, and I think in FY '23. But we're confident that the business is positioned to improve -- is positioned for improved performance in the years to come. We know that an engaged workforce is essential to deliver both financial and operational outcomes and we believe our employees are incentivized to deliver operational efficiency and sustainable growth. Next question, if I may.

Thank you, chair. We have another on -- sorry, we have another written question received by [ Helen Hasen ] before the meeting. Helen asks, when is the Board going to reduce the remuneration packages for themselves and senior executives to no more than 10x the wage of the lowest paid employee or contractor. She also asks how is the Board progressing with eliminating the gender pay gap?

Well, thank you for your question, Helen. I know this must be top of mind for you as we've received similar questions from you previously. I refer back to our remuneration principles, policy and framework, which are all designed to support the delivery of Elders strategy, drive long-term shareholder value and to ensure that we retain talent to achieve our organizational objectives. The remuneration arrangements for the Board and executives are benchmarked against our peers to ensure we attract and retain a high-performing team. A key enabler of our 8-point plan is investing in our people to ensure we have the right people in the right places while set up for success. As part of this, our remuneration framework ensures all employees are eligible for incentives based on attainment of corporate objectives. Salaries are also reviewed annually. Gender pay equity is a standing agenda item at each meeting of the Remuneration, People and Culture Committee. As a committee supported by management, we sought to understand the reasons for the pay gap that does exist to the Elders. We reviewed female salaries against those of male employees in like-for-like roles. And where a misalignment was identified, we have rectified this through targeted pay increases. We continue to assess the extent and causes of gender pay gap at Elders. Representation of women in senior and high paying such as commission sales roles is the most significant cause of the gender pay gap at Elders as reported by the WGEA. We're continuing to work towards addressing this issue by building career pathways for employees for those positions. Any further questions?

Thank you, Chair. We've received 3 online questions. The first question comes from [ Ms. Sarah Burmeister ]. Could we please have some color about the deal with Auswide and Elders strategic intention in pursuing this agreement?

I might hand over to Mark for that one.

Yes. Yes. Thanks, Ian. So we're partnering with Auswide to offer a range of products. So the deposits, credit card is a broad range of products that are branded under the Elders brand. And it opens up for our customers' alternative opportunities in terms of making deposits and also utilizing those financial tools. So we've just announced it, a very positive initiative and really aligns well with our customer base and our branch network.

We have a second question from Mr. [ Scott Cameron ]. [ Scott ] asks to the Chairman of the Board, do any of the new directors have experience in large-scale retail businesses. The announced acquisition of Delta retail will be the biggest arm of Elders going forward and Board with understanding and experience in this area will be paramount to Elders success in the future.

Yes. Well, I think there's general good business background from each of the new directors. But you want to...

Just to set the context, so the Delta Agri business is fundamentally a rural products business and advisory service. which is very, very aligned to ours. And it's not retail as such as the consumer retail, if you think of Coles -- Coles and Woolworths or Myers, David Jones, et cetera, et cetera. So the transaction in the Rural Products business, which is Delta Ag and also our rural products business is it's largely a business-to-business transaction because these are small, medium-sized enterprises as farmers who are buying inputs to their production function. And so we have quite a broad experience across the board. And if I just pick out 1 with John Lloyd having been the -- running that area of Wesfarmers Dalgety, probably too long ago, John. But yes, that's not classic retail. And in fact, we've had many examples in the agricultural services or rural services ecosystem that people coming out of what we see as metropolitan consumer retail, not being able to add much value and actually not succeeding within this small business-to-business ecosystem.

Thank you, Mark. I might just add that the Board is always conscious of the need for appropriate skills at the Board. And as we appoint new directors in an ongoing business, we'll always seek to fill any particular skill gaps that we may have.

Thank you, Chair. Our final question comes from Mr. [ Stephen Mayne ]. When we announced the Delta acquisition, the AFR Chanticleer columnist wrote the following: just when you think Australia's consolidated industries have just about killed off domestic M&A, you get a deal like a 185-year-old agriculture services bigwig Elders buying privately owned Delta Agribusiness. From a high level, it's a $475 million deal you would not expect to pass muster with a resurgent. It involves a clear #2 player buying what was marketed to potential buyers as the #3 player with synergies equivalent to about 1/4 of the target's annual earnings. Our share price has since tanked, suggesting that we have overpaid to take out a competitor, what are the odds of the ACCC blocking this deal?

I should start by saying that regardless of the -- being the #2 and supposedly #3 player, there's still an awful lot of competition in the sector. There are lots and lots of independents. And I'm sure the ACCC will take this into consideration when they make their determination. I don't really want to opine on whether I think the ACCC will approve the acquisition, but that's their business, and they will go through the relevant processes. Our initial feeling is that there were some smaller areas of overlap, but there are lots and lots, as I say, of independents out there. And I've made comments previously about what the share price has done recently. We have not yet acquired Delta, it's still unlikely to occur until late in the first half of next year.

No further questions. Thank you, Chair.

Any questions from the floor? Okay. As there are no further questions, I'll pause for a little while longer while for shareholders to submit their votes and ask any final questions before I close voting on Items 2 to 7c. Please enjoy the short video while you submit your votes for items 2 to 7c. I've just been advised that we have a technical problem with the Lumi platform, which is affecting voting in the room, presumably online. So I will pause the meeting for 5 minutes while that is dealt with. Thank you. [Presentation]

About 15 online shareholders who are unable to submit their votes, I don't think at this stage it's going to affect the overall outcome. I'm advised it's relatively small number of shares involved. But I do apologize to those holders who are unable to vote today. So if there are no further questions, we'll declare the polls closed on Items 2 to 7c. And I'll turn to the last item of business, which is Item 8, the conditional spill resolution. I'm advised that more than 25% of the votes received were against the 2024 remuneration report, and accordingly, this resolution is being put to the meeting today because more than 25% of votes cast in both the 2023 and 2024 AGMs were against adoption of the remuneration report. The votes received ahead of today's meeting in connection with Item 8 are displayed on the screens in the room and in the webcast. We, as a Board, while disappointed in the vote against the rem report have heard your feedback. We've engaged widely with shareholders since the 2023 AGM to understand your concerns and acknowledge those concerns. The ninth and final resolution before you now is displayed on the screens in the room and in the webcast. The resolution is the same as the resolution in agenda item 8 of the Notice of Meeting. And this resolution states that subject to and conditional on at least 25% of the votes cast on item 2 being against adoption of the remuneration report for the year ended 30 September 2024. A, another general meeting of the company, the spill meeting be held within 90 days. B, all of the nonexecutive directors in office when the resolution to make the directors' report for the year ended 30 September 2024 was passed and who remain in office at the time of the spill meeting cease to hold office immediately before the end of the spill meeting. And C, resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting. Votes received on this item by or on behalf of key management personnel or their closely related parties will be disregarded. Exceptions to this are set out in the notice of meeting. Your Board unanimously recommends that shareholders vote against this resolution. As was detailed in the 2024 notice of meeting, we believe we made decisions that are in the best interest of Elders and you, our shareholders. Moreover, the Board has undergone significant renewals since the 2023 AGM to ensure we are equipped with the diversity, skill and expertise aligned to the evolution of the business, with the right balance of continuity and change. Each of the directors, with the exception of Glenn and Damien, who stood for election for the first time today, have previously been elected with strong support of shareholders. Holding a spill meeting would create significant disruption and uncertainty for Elders and any resulting changes to Board composition would further create disruption. This would impact the current processes in place to source a suitable CEO successor and may impact the ability to attract new nonexecutive directors with the requisite skills. Your Board believes this would not be in the best interest of Elders or you, our shareholders. Last but not least, there is a substantial cost to holding a spill meeting.

So let's move to questions. Moderator, are there any online questions?

Chair we have 1 online question from Mr. [ Stephen Mayne ]. Thanks to the excellent early proxy voting disclosure, we know that 211 shareholders voted for this Board spill and 212 voted against. Sadly, that's a tiny proportion of our 22,000 shareholders. What sort of campaign did we run this year to get out the boat and will we try harder next year because 423 directed proxy boats is very low indeed.

What I can say is that I personally together with some of the senior team have engaged with most of the large shareholders directly. I've held about 20 meetings, all shareholders have received details of the notice of the meeting itself and have been encouraged to vote a large -- I think the votes cast represent somewhere close to 60% of the total shareholders, shareholdings, not shareholders by number, but shareholders by value. I take the point that perhaps it would be better to have a higher representation of votes in future years, and we'll look to see what we can do to enhance that.

No further questions, chair.

Are there any questions from the floor? Okay. Since there are no further questions, I allow, again, a short time for you to finalize your votes before I close questions and answers and the poll on Item 8. [Voting]

If everybody in the room has finished voting, I'll declare the poll on Item 8 and all questions closed. It appears from votes cast before the meeting that this resolution has not passed. Therefore, there will be no need for a spill meeting. This concludes the formal business of the meeting. Thank you very much for your support and ongoing feedback. I'll arrange for the results of all polls to be announced by the ASX and a replay of the webcast of today's meeting will be available for viewing on the company's website later today. On behalf of the Board, thank you for your attendance today. We look forward to seeing you again next year. Please join us outside for refreshments and the opportunity to talk with directors and senior executives. Thank you very much.