GrainCorp Limited (GNC) Earnings Call Transcript & Summary

February 12, 2025

Australian Securities Exchange AU Consumer Staples Food Products shareholder_meeting 75 min

Earnings Call Speaker Segments

Peter Richards

executive
#1

We will now begin, and there is a webcast recording this today. Welcome to the AGM of GrainCorp. I am Peter Richards, Chairman of the Board, and I thank you for joining us today, and I heartfeltly thank you for all being here. It's now 10 a.m., the nominated time for the meeting, and I'm advised by Annerly that a quorum of the shareholders is present, so I can now declare the meeting open. This morning, I'd also like to respectfully acknowledge the traditional custodians of the land on which we meet, namely the Gadigal people of the Eora Nation, past, present and future, and recognize the strength and resilience of the Aboriginal and Torres Strait Islander people in this land. I'd now like to introduce my fellow Board members. To my immediate left is Mr. Robert Spurway and Non-Executive Directors, Kathy Grigg, Clive Stiff, now you might notice I've missed Peter. Peter was in jury duty, but he's managed to join up with us today. So welcome, Peter. And then Micky Anderson, and right on the other side is John Maher. So welcome to our fellow Directors. And in front of me, our Company Secretary, Stephanie Belton, and Annerly Squires, and of course, we've also got Ian Morrison here next to our auditors joining us today. So welcome to all. Also in the room, it's always great to see our dedicated and committed and talented executive team. We've also got our Investor Relations Manager, Dan Jones, who has accompanied me on about 15 meetings with shareholders and proxy advisers over the past month. We've also got Eliza Penny from PricewaterhouseCoopers, the company's external auditor and of course, representatives from our share registry provider, MUFG, which is a bit surprise to me as well, they were previously known as Link. So welcome to them. Okay. Turning to the agenda for the meeting. I will deliver the Chairman's address, and Robert will then present a detailed review of our FY '24 achievements as well as an update on the recent harvest, the winter harvest in our earnings outlook for financial year 2025. We'll then proceed to consider the resolution set out in the Notice of Meeting. I will outline the voting arrangements with tedious rules, but have to do it, ahead of that section, and there will be an opportunity for shareholders to ask questions during the formal business items as they relate to the resolutions being considered. Okay. Moving now to the Chairman's address. First of all, always health and safety, an area of utmost importance to GrainCorp and of course, to the Board and myself. We are steadfast in our commitment to Zero Harm. And FY '24, we were pleased to report improvements in both our recordable injury frequency rate and our lost time injury frequency rate. Still too high, but on the trend downwards, which is great. While these improvements are encouraging, we recognize that the health and safety of our people requires ongoing organization-wide commitment, and it remains a critical focus for us. In terms of the FY '24 highlights, GrainCorp's financial and operational performance demonstrated resilience and consistency as it faced some industry headwinds in an operating environment that was challenging -- more challenging than in recent years. Against this backdrop, the Board was delighted to see management deliver underlying earnings before interest, tax and depreciation and amortization of $268 million and net profit after tax of $77 million. This was achieved by maintaining efficient operations across our network. And I should note that for the first time, the ECA had 0 LTIs during the harvest, which was a fabulous achievement. Also focusing on the delivery of high-quality grower and customer service and successfully advancing several strategic initiatives. We also refreshed our strategy, positioning our business to capitalize on emerging opportunities. Our new core pillars, Enhance, Expand and Evolve, which Robert will expand upon, guide our efforts to create value and deliver strong returns for shareholders well into the future. Pleasingly, GrainCorp finished FY '24 with a core cash position of $337 million. This strong position allowed the Board to declare a final dividend of $0.24 per share, fully franked, bringing total ordinary and special dividends in the financial year to $0.48 per share. This is in addition to returning $27 million to investors through an on-market share buyback during the financial year. Turning to sustainability. FY '24 was an exceptional year. We made significant strides towards our vision of leading sustainable and innovative agriculture through another century of growth. As a Board, we view the pursuit of sustainable initiatives, not just as a responsibility, but as a tremendous opportunity for GrainCorp and the Australian agriculture industry more broadly. To seize these opportunities effectively, we prioritize the continued upskilling of the Board on key ESG matters, making it a cornerstone of our efforts. We have also ensured that the necessary capabilities are in place across our sustainability, finance, risk and strategy functions. These efforts position us well as we prepare for the comprehensive climate disclosure required under the Australian Sustainability Reporting Standards. We achieved several sustainability milestones in the year, including submitting our emissions reductions target to the Science-Based Target initiative validation, receiving endorsement of our Innovate-level Reconciliation Action Plan from Reconciliation Australia. We completed the modern slavery due diligence with suppliers in identified high-risk sectors and geographies, and we supported 174 community groups through our GrainCorp Community Fund, of which the Board is incredibly proud. We've also launched an initiative called GrainCorp Next, which is a multiyear initiative, which aims to develop an end-to-end low-carbon emission supply chain for Australian grains and oilseeds. Robert will provide more information on this, but it's an initiative that, again, we're really looking forward to working with our growers on. Looking ahead now to FY '25, I would like to discuss Board renewals. We always regularly review our composition to ensure we have the right mix skills, experience and attributes to meet the challenges ahead. Along with myself, Clive Stiff is also seeking reelection today in accordance with the 3-year rotation cycle. Clive joined the Board in October '21 and was first elected by shareholders in February '22. He is currently Chair of the Sustainability Committee and a member of the Audit and Risk Committee. Since joining GrainCorp, Clive has made and continues to make a significant contribution to the Board and its committees. And we, as a Board, unanimously endorsed his reelection today. I'd also like to take a moment to acknowledge Nicki Anderson, who will retire from the Board at the conclusion of this meeting. During her term, Nicki has brought strong leadership as Chair of our People, Remuneration and Nominations Committee, and has made valuable contributions to the Board more generally, including as a member of the Safety, Health and Environment Committee. I'm going to certainly miss our strolls along the Kirkhill Beach, Nicki. On behalf of my fellow directors, I would like to thank Nicki and wish her every success in the future. Following Nicki's retirement, we do acknowledge the impact on gender diversity among the remaining Board members. As a Board, we firmly believe that inclusion and gender diversity are vital elements of effective governance and strong performance. We are committed to addressing this through our ongoing Board renewal and succession planning processes, ensuring diversity remains a priority in shaping our future leadership. Looking ahead, I'm confident in the long-term fundamentals underpinning GrainCorp. Our business, as I said, is in excellent financial position, supported by a robust strategy that will drive high-quality operational performance, improve earnings resilience and to continue creating value for shareholders. We're also pleased today to announce our intention to conduct an on-market share buyback of up to $50 million, which builds on our strong track record of returning capital to shareholders. On behalf of the Board, I want to extend my heartfelt appreciation to our people, many of whom are in the room today for their hard work and for their wavering commitment to delivering outstanding outcomes for growers and customers and, of course, to you as shareholders. I also like to acknowledge Robert and the senior management team for their leadership and dedication to executing on our strategy. And finally, to all of you, GrainCorp's shareholders, thank you for your continued trust and support. Before handing over to Robert to give you more granular detail, we'd like to share a video on what I consider a really exciting initiative, GrainCorp Next. Thank you. [Presentation]

Robert Spurway

executive
#2

Thank you, Peter, and good morning, everyone. It's a pleasure to be with you here today. And isn't it great to see so many people from across GrainCorp present in that video. This morning, I'll share with you and review our operational and financial performance for financial year '24. I'll share progress on our strategy and how we're delivering on it. And importantly, I'll provide an update on the '24, '25 winter harvest and our earnings outlook for financial year 2025. Starting with safety, it was pleasing to report multiyear lows in injury frequency rates for financial year '24, along with encouraging uplifts in hazard identification and reporting metrics, a key focus for financial year '24, which exceeded internal targets. The continuous progress on health and safety outcomes remains a key priority for GrainCorp's senior leaders this year, as we strive for Zero Harm across the business. Turning now to some of the operational and financial highlights for financial year '24 which saw GrainCorp deliver underlying EBITDA of $268 million and an underlying net profit after tax of $77 million. The result reflected lower grain production in Australia compared to recent years. On the East Coast, the '23-'24 crop could be characterized as dry and challenging in the north of Australia, offset by good growing conditions in Victoria. These domestic factors coincided with strong production of grains and oilseeds globally, compressing margins. Both of our segments, Agribusiness and Nutrition and Energy responded effectively, demonstrating strong cost control without compromising on our high levels of grower and customer service. Within our Agribusiness segment, our East Coast Australia network, which we call the ECA, handled 28 million tonnes of grain in financial year '24 compared with the 37.4 million tonnes the prior year. This is reflecting the decline in the winter production that we saw through the harvest of '23-'24. Our International business recorded a reduction in grain sales volumes, largely reflecting the lower production in Western Australia. Our Nutrition and Energy segment increased crush volumes to 540,000 tonnes, offset by lower margins per tonne. In Animal Nutrition, sales volumes of 517,000 tonnes were up from 405,000 tonnes the prior year, and that was bolstered by the acquisition of XF Australia. I'm pleased to report that the integration of the XF business is progressing well. Agri-Energy sales volumes in financial year '24 were 379,000 tonnes with both tallow and used cooking oil recording year-on-year uplifts. Now turning to our strategy. Our refreshed strategy on this slide will look familiar to many of you and builds on the work that we've been doing now for several years. The first pillar, Enhance, centers on leveraging our existing capabilities and driving utilization and value of our strategic assets. The second pillar Expand focuses on disciplined growth in adjacencies to diversify our earnings base across Food, Feed and Agri-Energy, which we expect to drive earnings resilience over time. In short, higher-quality earnings through the cycle to lift shareholder value. The final pillar Evolve refers to the tools and enablers that help us execute on our strategic initiatives including technology, digital and future capabilities. Our strategy is underpinned, of course, by our values. We stay safe. We do what's right, we care and we deliver. In financial year 2024, we delivered what we said we would, and I'll share now with you some of the examples of the progress we've made. In terms of driving utilization of our assets, we crushed a record volume of oilseed at our processing sites. This resulted from further implementation of advanced analytics tools, and we're deploying similar tools to improve efficiencies across our ECA network to further drive volumes and optimize labor and cost planning and other harvest activities. Our ports diversification strategy has now been underway for several years. By handling commodities such as wood chips, fertilizer, cement, sugar, sand and more, we create additional earnings streams that are largely decoupled from the cyclical nature of grain production. At our financial year '24 results, we shared additional detail that demonstrated the improved earnings contribution and margins we've realized over time in this space. The acquisition of Performance Feeds and Nutrition Services Australia expanded our Animal Nutrition offering and provided additional countercyclical earnings. That business continues to perform exceptionally well since acquisition, and we see opportunities for further investment and growth in our Animal Nutrition business. During financial year 2024, the completion of the acquisition allowed us to increase our average earnings through the cycle by $10 million to $320 million. We remain confident in the opportunity for feedstock supply to the renewable fuel sector. And in July 2024, we entered a memorandum of understanding with global fund manager IFM Investors and Australia's largest transport energy provider, Ampol. This was to explore the establishment of an Australian-based low-carbon liquid fuel supply chain. The feasibility study for an additional crush capacity is progressing well and includes consideration of the policies and conditions required to support investment of this nature. The initial time line for the project, including the target to complete the FEED phase in 2026, remains subject to the development and evolution of government policy to accelerate supply and demand of low-carbon liquid fuels. We're also excited to continue investing in emerging and innovative technologies through our Digital and Agtech portfolio. This supports like-minded businesses, which are focused on enhancing the long-term sustainable growth of Australian agriculture. During financial year '24, we commenced the implementation of our Business Transformation program. This will help us unlock efficiencies and drive returns across our integrated value chain. As we've previously stated, we expect the program will deliver annual benefits of $20 million to $30 million once completed. Sustainability is integral to our strategy and performance. At our processing sites, we recorded a 5% reduction in greenhouse gas emissions per tonne, as we completed several initiatives targeting energy efficiency. Further improvements at these sites are a priority for financial year '25 and beyond and are a key element of our cost reduction focus. We've submitted our near term for 2030 and long-term 2050 emissions reduction targets to the Science-Based Target initiatives, or SBTi, as many of you may notice. This is now with them for validation, and we'll provide an update to the market on our progress throughout the year. In October, we announced the launch of GrainCorp Next as featured on the video and introduced by Peter. This is a multiyear initiative, which aims to develop an end-to-end low-carbon emission supply chain for Australian grains and oilseeds. We're really excited about the opportunities this generates for growers. And our aim is to position the Australian grains industry as a global leader in sustainable low-carbon agriculture. In 2024, GrainCorp was invited to and joined the Australian Jet Zero Council. We're pleased to represent the feedstock sector, and we look forward to working constructively with industry and regulatory bodies to help develop a valuable new domestic market for growers and feedstock producers. Last year, we reported our gender pay gap through the Workplace Gender Equality Agency reporting, and we were delighted that GrainCorp was reported as having the narrowest gender pay gap of any ASX 200 business. We recognize the continuing success of our business is closely tied to the strength and vitality of rural and regional Australia. And it was great to see the completion of our 18th silo art project at Lake Boga in Victoria, a unique way that GrainCorp can give back to the regional communities helping to draw tourists to the bush. I'm pleased to say we have more projects planned in financial year '25. Now moving to the current crop and the impact it has on financial year '25. Like last year, the '24-'25 East Coast crop can be characterized by a noticeable north-south split, albeit with a reversal of the conditions. We've seen excellent conditions in Queensland and Northern New South Wales had contrasted by a more challenging growing environment for farmers in Victoria and Southern New South Wales. ABARES is predicting an ECA winter crop of 30 million tonnes for the '24-'25 season compared with the 10-year average of 21.8 million tonnes. As of this week, we've received 11.9 million tonnes into our network during the '24-'25 harvest period compared with 8.5 (sic) [ 8.5 million ] tonnes in the prior year. Year-to-date export volumes are 2.7 million tonnes, up from the 1.7 million tonnes at the same time last year. We're forecasting full year exports of between 6.5 million and 7.5 million tonnes. Growers, of course, will be pleased that recent rainfall in several regions has boosted soil moisture in many areas and will support summer crop prospects and importantly, winter crop planting. I want to finish now with our financial guidance for financial year '25. We expect to report underlying EBITDA of between $270 million and $320 million and underlying net profit after tax of $60 million to $95 million. This guidance range excludes costs associated with our business transformation program. We're experiencing strong global supply of grains and oilseeds, coupled with lower demand from key import regions. These two factors combined have contributed to a reduction in overall margins. We do expect to continue achieving strong oilseed crush volumes as we remain focused on optimizing the performance of our processing facilities. Average crush margins in financial year '25 are expected to moderate from financial '24 levels -- financial year '24 levels, following the below average Victorian canola crop and the lower global oil and meal prices. Our bulk material programs remain a firm focus in line with our strategy to increase the utilization of our assets. GrainCorp is closely monitoring market developments and policy changes globally. Our strategic asset base and balance sheet strength positions us well to manage any potential risks and to capitalize on the opportunities in a shifting global trade landscape. As Peter advised earlier today, GrainCorp announced it intends to commence an on-market share buyback of up to $50 million. The buyback reflects the strength of the balance sheet and delivers on our ongoing commitment to generate returns for shareholders through the cycle. The capital discipline that GrainCorp has demonstrated over several years allows us to both return capital and to continue assessing earnings accretive, organic and inorganic growth opportunities to improve GrainCorp's earnings resilience over time. In summary, your company holds valuable -- highly valuable assets and a very strong balance sheet. We're well placed to execute on our long-term strategy, allowing us to continue providing high levels of grower and customer service while delivering through the cycle value to shareholders. I'd like to extend my sincere appreciation to the entire GrainCorp team for their contributions and to thank growers, customers and shareholders for your ongoing support. Thank you.

Peter Richards

executive
#3

Thanks, Robert. We'll now move to the formal items of business. The Notice of Meeting and explanatory notes were lodged with the ASX and posted to our website. I'll now take the Notice of Meeting as read. As set out in this notice there are 4 items of business today, which are displayed on the screen. Item 1 is for consideration with no vote required or other items are ordinary resolutions, which require a shareholder vote. Shareholders' proxies and corporate representatives who are registered to vote today should have received a yellow voting card. Shareholders, proxies and corporate representatives that are not voting today should have received a blue nonvoting card. Only those holding yellow voting cards are eligible to vote, and only those holding blue or yellow cards are eligible to speak. Anyone with a red card is not able to ask questions during the meeting or vote on the resolutions. I confirm that where undirected proxies have been given in favor of the chair, those shares will be voted in favor of all resolutions to the extent permitted. Voting on all items of business will be conducted by a poll, and I now declare the poll open for each of the resolutions in the Notice of Meeting. Sumit Singh here. Thank you. will conduct the poll as the returning Officer on behalf of MUFG. And your voting cards will be collected at the conclusion of the formal business. If you need to leave early, please complete your card and present it to a member of the MUFG staff. As Chairman of the meeting, I will ensure there are opportunities for separate deliberation concerning each of the items of business. To enable all the shareholders to participate is important that comments and questions are succinct and restricted to the subject matter of the business and the resolution set out in the Notice of Meeting. We have 2 roving mics in the room. And when we come to questions during the meeting, please raise your hand to ask your question. And during the meeting, we will display and discuss each resolution. We'll also display the number of proxy -- direct and proxy votes that were received on each resolution prior to the meeting and votes cast during the meeting will be counted by our registry provider after the meeting closes. Results of the poll will be released as soon as available on the ASX and will also be displayed on our website. Moving now to item 1, which concerns consideration of the financial statements and reports of the directors and auditors for the financial year ended 30th of September 2024. The reports are contained in the annual report, which was posted to our website on the 14 of November last year, and a hard copy was sent to those shareholders who specifically requested it. Shareholders have also had the opportunity to view the statements and reports on the company's website. And I'll now take those reports as read and formally lay them before the meeting. The purpose of this item is to provide an opportunity for shareholders to ask questions and make comments about the company's performance, operations and management. Shareholders were also invited to submit questions in advance of today's meeting to our auditors on the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by GrainCorp relating to the preparation of the accounts and the independence of the auditor in conducting the audit. One question to the auditor was received and a written response is available from our Company Secretary. Would anyone like to ask a question or express a view on the financial statements and reports or the presentation from Robert and myself? Yes, ma'am.

Fiona Balzer

shareholder
#4

Thank you and perhaps for the webcast, it helps. My name is Fiona Balzer and I'm acting for the Australian Shareholders Association. We have proxies from 36 shareholders for around 193,000 shares. I would like to convey our thanks to the auditor for the contribution to the report, including the key audit matters, which are goodwill impairment assessment and valuation of derivative financial instruments and commodity inventory held. I find that those key audit matters are well worth reading and they give a greater understanding of the company. My question is to the auditor is, can you comment on the general trend in the discount rate? And also, what is the impact of that trend? And could you also highlight what sort of events would cause the auditors to revisit the discount rate, which will have an impact on those values?

Peter Richards

executive
#5

I'd like to introduce Eliza Penny on behalf of PwC.

Eliza Penny

attendee
#6

So thank you very much for the question. So as described in our opinion in our CAM that you've referred to, we do assess the discount rate that's used in the impairment model. So an impairment model is something that is pulled together by management and is used to assess the recoverability of goodwill. We utilize our PwC valuation experts to help us assess the reasons of the discount rate. So you can see in the note to the financial statements. Note 3.4, a discount rate of -- there's a range of 11.2% to 11.4% has been used in the impairment model. So this is a rate that's calculated by management. So the sorts of things that go into the discount rate are interest rates, the cost of debt of the company and also the risk that's in the forecast cash flow that's in the impairment model. So all of those things are considered to come up with a discount rate. So when any of those items shifts, such as interest rates, cost of debt risks, that will cause management to revisit the discount rate. And so to give you an idea of how it moves, if the discount rate went up, the recoverable amount of the assets that are being tested go down. The other thing to note, given it's a topical interest -- topical area around interest rates is when we consider things like interest rates in a discount rate, it's longer-term trends that we look at. So a short-term movement, such as a reduction in interest rate, doesn't automatically correlate to an immediate drop in the discount rate. But hopefully, that sort of gives you some insight into how it would move...

Peter Richards

executive
#7

I remind you that only holders of yellow or blue cards are entitled to ask questions. Okay. There is no requirement for a vote on item 1, so I'll now move to the items of business, which require a formal resolution. I missed one. Sorry, sir.

Unknown Shareholder

shareholder
#8

Thank you, Mr. Chairman. My name is [ Arman ], I'm a long-term shareholder, as you're aware of. I would like to thank you for great job that you guys are doing. But I have a question. Our share price fell over 8% today. Would you like to comment on it?

Peter Richards

executive
#9

And it's good to see you again. You've been here, I think, for the last 5 or 6 years that I've been up here. So thank you for your question. Look, it's very hard for me to comment specifically on share prices other than to say that the Board is extremely disappointed. But at the same time, we're working extremely hard to create value, which hopefully will be recognized, as we move forward and as demonstrated by some of the strategic intent outlined by Robert in his address. So -- sorry, sir. We have another question over here.

Charles Kingston

analyst
#10

Charlie Kingston from K Capital. Just following up, I suppose, on the share price, noting the big selloff today. And the buyback that you have announced, but historically, when you bought back stock, you were paying, I think, the last time in this year, it was between $8 and $9. In 2022, I think you paid over $10 for stock. And today, we're at $6.80. So I think it would be great for you to be buying back stock. I think that certainly makes sense. But I suppose my first question is just if there's any science around the price to which -- because you stopped when it fell down to the low $7s recently. Obviously, you're going to go again, but how is that sort of science behind -- the buyback is there a price that you have in mind or is it just an amount and then you're just going to buy indiscriminately? Or how is that price and decision determined, please?

Peter Richards

executive
#11

Yes, it's not indiscriminate. Obviously, we set up a protocol around the buyback. We have a procedure with which we follow. Buybacks are just one of a range of capital management levers that we can pull. I think for the last 2 years, 2.5 years, we've had the ordinary dividend, which reflects the through-the-cycle earnings because of the extraordinary performance, over the last couple of years, we've been added to that with a special dividend. And then in addition, because of the strength of the balance sheet, we've obviously considered share buybacks. And we determined, again, with the strength of our balance sheet that in addition to the ordinary and special dividends that a buyback was a sensible thing for the Board to adopt. And as a result, we will be executing upon that when all the documentation in place in the near term.

Charles Kingston

analyst
#12

Okay. So no sort of indication as to how it's thought about. And I suppose my second question is more around how you benchmark a buyback relative to other opportunities that the $500 million for the biofuel opportunity. I'm not sure, please correct me if I'm wrong, that you haven't given any sort of return targets on that potential $500 million spend. But clearly, there's a lot happening out in the world and BP have been in the news recently and pulling back on some of their ambitions and with the Donald getting elected, it seems like everyone's going back on their climate ambitions and DEI and everything. But -- maybe if you could provide some comments, does that change anything? And how do you decide whether a $50 million buyback, clearly the stock is at $6.80 relative to, let's spend $500 million plus on a new big plant? And if you could provide any sort of comment as to what returns that could deliver for shareholders because it's a very different proposition to buyback stock today with all the assets that we own, which presumably we all think is undervalued. And as you said, has delivered some very healthy dividends, which were great, but yes, any comments around that potential CapEx and how you benchmark that again, say, a buyback or other options?

Peter Richards

executive
#13

Yes. Well, as I said, the buyback reflects just the current strength of the balance sheet. And I think today is a pretty -- sense of value that we'll proceed with that buyback. In terms of how we balance between dividends and buybacks, is that -- the rules have been tightened up pretty much with respect to the use of franking credits. We do have a substantial balance of franking credits. I think it's sort of what is it, Ian? Yes, about $180 million. So I think the value to domestic shareholders is evidenced in the ability to frank our dividends. But again, also, the buyback is reflective of also the value that we see in the shares today. That's separate from how we view capital investments. We always are fairly rigorous in terms of the returns that we require. With BP in particular, BP is a global organization, which has opportunities around the globe. And so whether their decision in Kwinana, which I might add, I started to work at back in 1978. So I was very sad to see it close down. But that's a decision that reflects, I suppose, the portfolio that having opportunities not just here but offshore. But obviously, we do look at that. We also noted that they made a comment regarding the regulatory framework, which supports investments in sustainable fuels. And I think there was a reference to a comment that we made also in the press recently that we also need a framework which gives certainly around the offtake and the levers that are needed to be pulled for us to make a decision on what is a significant investment that would be required from us in pursuing that opportunity. And Robert?

Robert Spurway

executive
#14

Yes. I'll just make a few comments on that. Your question around that area. As I said, it's an opportunity we still see for the Australian agriculture sector. Principally supplying feedstocks when that demand comes online from the fuel refiners. In terms of the return we're looking for, we have demonstrated over time, real discipline around the way we invest shareholders' money. Both returning it, but also in organic and inorganic opportunities to invest in the business. On the Biofuel space and a large crush plant, it would come down to the risk versus reward. And we're delighted to have the memorandum of understanding in place with IFM investors and Ampol because that allows us to explore what risk versus reward or return we can take over time. And what I mean by that is we'd always be looking for a return well above WACC rate. But the longer term, the relationship and the more underwritten the risk of that capital is by our partners. Of course, the slightly lower reward we'd take. If we're taking more risk, we, of course, want to see more reward. So we haven't disclosed the exact numbers around that, but I think that gives you an indication of how we're looking at it and the long-term nature of stable earnings that we could expect to come from that. The second part of your question around what's happening globally? I'd like to point out that nothing's changed in terms of the mandates we see in place across Southeast Asia, Europe and the U.K. for sustainable aviation fuel. Markets like Japan, Singapore, California, even in the U.S. is very resilient in their view as to where this is. And policy, whilst it's evolving in the U.S. still is supportive of biofuels for sustainable aviation fuel in particular. So we're certain that it's an inevitable growth area. Right at the moment, we're still exporting oilseed, used cooking oil, tallow and other products, and I talked about the fact that, that part of our business continues to grow. The key export markets are markets like Singapore, and California. Oilseed goes to Europe and gets crushed and converted into biofuels there. So we think it's inevitable over time that with the right policy settings, there'll be the confidence from the fuel refiners to invest in Australia, and that will create the opportunities for GrainCorp to build the feedstock plant, creates jobs, investment and importantly, returns for GrainCorp and growers in that space. So hopefully, that gives you a little color as to the way we're thinking about it. We've said all along, we're not going to be drawn on the exact time frames, but we are focused on working with our partners with the sector and with government and our representation on the Jet Zero Council. It's just one way we're having a significant influence on the development of that policy and driving what we think is right, not just GrainCorp, but for the Ag sector generally.

Charles Kingston

analyst
#15

And then just finally, one of your largest shareholders, HMC, was quoted recently saying they think that the stock is clearly undervalued, which is why they're buying, but they also see in order to crystallize that value, the potential for structural separation. And historically, we've done the UMG demerger, but I think back in was it 2013, when we were bid for at [ $12.20 ] or thereabouts, if you adjust for the demerger and a bunch of other things. I think we're basically back to that sort of price post today's sell-off, but there's clearly been a lot of dividends in between. So that's been a great job by the Board. But is there any merit or other sort of structural opportunities that you as a Board are looking at to potentially create more value aside from the $500 million biofuel opportunity? I know we've made some small Agtech investments, but anything of a more structural nature assessing?

Peter Richards

executive
#16

There's no doubt that they see value in the assets. And I think Robert also said highly valued assets that we have right through the -- as my COO likes to say the intrinsic value of grain, so from the paddock through the up country receivables through to the ports. So there's definitely a great value in the supply chain that we own. And look, even as late as last night, the Board was throwing around ideas of how we create value going forward, and we're always open to ideas of how to maximize the value of the assets we've got and we'll continue to do that. So we certainly think that they're undervalued. And if there's better ways of creating value off the back of that supply chain, then we'll certainly pursue it. Yes. One more question over here. Thank you.

Unknown Shareholder

shareholder
#17

Thank you, Mr. Chairman, [ Clinton Squires ], my wife and I are shareholders, of course. I'm interested in the business transformation program and particularly heartened by, I guess, given the desire to be more integrated and to take on new ventures, I think that's really important work to do. But could you give me some insights into how you're thinking about that in terms of how much of it is people? How much of it is process? And how much of it is IT sort of transformation and dealing with legacy subsystems and the like? And to what extent some of those systems might represent a risk as you move through them?

Peter Richards

executive
#18

I'll let Robert handle this, but in terms of people, processes and systems and IT, it's all of that.

Robert Spurway

executive
#19

I was going to open with exactly the same response, Peter, and thanks for your support and recognition of the program. Look, we've taken a very measured approach to this. We recognize that we have some legacy systems that make it less efficient to pull data together and use that to drive our business. We've seen the benefit of using data techniques and the tools that improve the throughput of our plants and our planning. So in answer to your question, this initiative takes the opportunity to address closing on end-of-life instance of SAP. But more broadly, it is a transformation of how we look at our business end to end. We've achieved significant benefits in that over the last couple of years. This brings the people, the processes and the IT platforms up to speed on that. And we've shared and as I touched on before, our expectation that, that will deliver $20 million to $30 million in financial benefits once the program is completed. We have invested heavily in the upfront planning so that we understand the nature of the program and the risks involved. We've also broken it into two quite separate releases so we can manage the progress along the way.

Peter Richards

executive
#20

Any further questions? Thank you very much for those. We appreciate the interest shown. Item 2 concerns the adoption of the remuneration report and the resolutions, I think, is displayed on the screen. The report is set out on Pages 50 to 65 of our annual report and provides disclosures relating to director and executive remuneration. As stated in the notice, the vote on the remuneration report is advisory only and does not bind the directors of the company. But of course, we will always take note of the views of shareholders in relation to our remuneration policies. Last year, shareholders voted in favor of the remuneration report. We remain committed as a Board to ensuring that our approach to executive remuneration aligns with our business strategy and with the interest of our shareholders and that it is fair and competitive to enable us to attract talent that we need to manage our business effectively. The direct and proxy votes received on this item are now shown on the screen. And happy to invite questions in relation to our remuneration report. Fiona? No. Okay. Thank you very much. The next item of business concerns a reelection of directors. As item 3A relates to myself, I will shortly hand the meeting to Kathy Grigg. But before I do, I would certainly like to say a few words regarding my desire to continue as a Nonexecutive Director of GrainCorp. I've been on the Board now since 2015, I think it is. And I've maintained my passion, humility and pride in representing you on the Board of this company. And as a result, I wish to again present myself for reelection. I might add, this is the last time that I will be presenting myself for the Board of GrainCorp. You may recall, since December 2015, we've gone through a significant transformation, in which we had a significant capital program, which invested in our retail -- sorry, our country network in Oils and Foods. We had a significant corporate restructuring in 2017, '18. We had a portfolio review in '18, '19. And the result of that was the sale of the bulk liquid terminals and the demerger of UMG. Of course, much of this was undertaken through 3 years of really quite severe drought. And this had a significant impact across our regional communities and of course, GrainCorp and our employees. Post demerger as the newly installed chair, and I came on Board at the same time as Robert. I've worked with Robert and his team to execute our vision of leading sustainable innovative agriculture through another century growth. With the breaking of the drought, the company maximized our core infrastructure assets or work towards maximizing and we continue to work hard on that goal and invested in growth platforms targeted at human and animal nutrition. Agri-Energy, which is work in progress, and of course, our Digital and Agtech. I might say that I do recognize the concern raised in recent proxy meetings regarding the number of listed chair roles that I hold, which has also impacted the vote that will shortly come up on the screen. Firstly, I just want to assure shareholders of my dedication and passion for GrainCorp and confirm that I shall continue to prioritize the GrainCorp Board, its business and to maintain any additional input and requirements that involve GrainCorp, including regional site visits and a regular tour, I take every year, which I call the harvest tour, 1 year, I called it the drought tour. So it's something that allows me to really get down to the grassroots and understand and get to meet the people that work for GrainCorp and the growers in which we're trying to satisfy. In terms of my reelection, pleasingly, I do have the full support of my fellow directors. And in endorsing my reelection, that my colleagues also considered the fact that I do have the longest corporate memory and knowledge and understanding of the GrainCorp over the past 9 years. It's also considering the relative GrainCorp experience that we currently have on the Board, and also recognizing the succession planning that we are currently embarking upon. I've also discussed this with the 15 or so meetings that Dan and I held with proxy and shareholders over the last month. And in balance, received a pretty good understanding of the rationale of me seeking a final term as a Director of GrainCorp. So as such, and with your support, I really look forward to continuing to serve on the Board and driving value for all of our shareholders. So thank you very much. And Kathy, I'll hand over to you for...

Kathleen Grigg

executive
#21

Good morning, everyone, and thank you, Peter. As Peter mentioned, item 3 on the Notice of the Meeting concerns the reelection of Peter and Clive Stiff who in accordance with 3-year rotation cycle under the ASX Listing Rules and the company's constitution are scheduled to retire at this AGM and being eligible, offer themselves for reelection. These will be dealt with as separate resolutions. Item 3a concerns the reelection of Peter Richards, and the resolution is displayed on the screen. Peter joined the Board in November 2015 and was appointed Chairman in March 2020. Peter brings to the Board significant experience in a range of areas, including safety, culture and systems, capital allocation, supply chain management and strategy. In his capacity as Chairman, Peter provides strong leadership to the Board and GrainCorp more generally. The Board has undertaken an evaluation of Peter's performance and fully supports his reelection. The Board has also concluded that Peter is independent and has sufficient capacity to undertake the duties of an Nonexecutive Director and Chairman. Details of Peter's qualifications and experience are set out in the explanatory notes to the Notice of Meeting. And the direct and proxy votes received on this item are shown on the screen. So I now invite any questions or comments on the resolution? I have one over here.

Fiona Balzer

shareholder
#22

As the Chair, I would like to note that we had similar concerns to other proxy advisers as to workload and with the against vote that we see, I know it takes a lot of maturity to stand up and have that vote. The days gone by, it would be 95%. I believe that you have addressed our concerns in terms of the importance of the Chair -- current Chair continuing with the renewal process of the Board and continuing what has been a dedicated effort for the company. I was just wondering if you could give me more information about your harvest tour. Is that something that you take the other directors on? Because one of the things we worry about with workload of generic, any director is the time to actually disconnect from the role and engage in that ground level engagement. So do you take other directors along with you? Is it scheduled? Could you give us a bit more insight into that nonscheduled activity that you undertake?

Peter Richards

executive
#23

Yes, sure. Thanks, Fiona. No, I don't. I go alone. I don't go with Robert. I go with a General Manager or a Regional Manager, and we spent 4 days on the road. This year, it was 16 sites up along the -- I call it the Southern New South Wales border then turning over the border and coming down into Victoria. One thing that I learned very early on, particularly with my VP early experience was the fact that they had a Texas oil refinery incident. And one of the key learnings out of that was that there was a lack of visibility from the boardroom down into -- through the organization, to try and determine whether, in fact, what we hear and see at the Board level is actually transferred and understood in the field. And I get a great understanding of the impact that whatever we see at the Board level is actually being delivered on the ground. It allows me to interact with new casuals and site managers. We participate in the early morning toolbox safety meetings. We do the stretching exercises. That's just a great insight and value that's contributed back through me, which I then write a report and discuss with the Board about what I'm seeing with the impact that our policies and procedures have throughout the organization. And I say -- I talk about passion. It's not a throwaway word. I have a real passion for this organization. And that just demonstrates, I suppose some of that passion.

Kathleen Grigg

executive
#24

Thanks, Peter. Another question?

Charles Kingston

analyst
#25

Thank you, Charlie Kingston again. Just around -- Peter, I think you've been just -- it was said you've been here since 2015, 10 years or thereabouts on the Board. Just the amount of shares that you own, 10,000 shares seems a bit underwhelming if you've been here for 10 years and we're now buying back stock for the company. So clearly, you think it's unvalued, but I would have thought if noting it's far less than your annual salary, and I suppose it applies for a few other Board members, the relativity of salary to shares owned seems a bit misaligned. But could you provide any comment as to why 10,000, I would have thought, at least, is there a minimum holding requirement to be at least within or -- at or above your annual salary since you've been here since 2015? And can we expect that when you're using the company money to buy back stock, you personally are going to start hoovering up stock personally, given...

Peter Richards

executive
#26

I think the window is closed right now. But having said that, we don't have a policy with relation to ownership shares on behalf of Directors. Each has their own individual circumstances, which we respect. In terms of what's the right number for a director, I'm not sure. I think I bought those shares when I first joined and all I've done is concentrate on working on behalf of the company. So it's something that I don't reflect on too much other than the fact that we're working hard on behalf of the company. Shareholding won't change that.

Charles Kingston

analyst
#27

Okay. I'll just be reassuring if the directors did buy stock, I would think since -- over the 10-year period, but thank you.

Kathleen Grigg

executive
#28

Are there any further questions? No. Okay. Thank you. I'll hand back to Peter.

Peter Richards

executive
#29

Thanks, Kathy. Right. Now moving on to item 3b, which concerns the election of Clive Stiff, and when you see his votes for, I'm very envious, well done, Clive. Clive joined the Board in October '21 and brings, as I said, significant experience in a range of areas, including digital, supply chain, transformation, strategy, sustainability, a real inquiring mind, which has added great value to the Board, including in his role as Chairman of the Sustainability Committee, and his qualifications and experience are set out in the Notice of Meeting. Clive, would you like to say a few words on behalf of your reelection?

Clive M. Stiff

executive
#30

Thank you, Peter, and good morning, ladies and gentlemen. It's been a privilege to serve as a Non-Executive Director of GrainCorp over the last 3 years, and I'm honored to stand for reelection today. GrainCorp is a company with deep roots in Australian agriculture with a critical role in global food supply chains, and I remain deeply committed to supporting its continued growth, resilience and value creation for all stakeholders. During my tenure, I've drawn on my directorship experience to contribute to strategic direction and governance of GrainCorp. In addition to my role here, I'm currently a Non-Executive Director on the Board of Cleanaway, an ASX-listed waste management and resource recovery company; and Rabobank Australia, which specializes in Food and Agri business banking. I also continue to act as an adviser to Quantium, a leading AI data science company, which keeps me at the forefront of technological advancements. I believe these roles have broadened my perspective and expertise allowing me to bring favorable insights to our Board. Earlier in my career, I held CEO roles in the food and consumer goods industries, leading businesses in both Australia and internationally. This experience provides me with a strong understanding of supply chains, customer strategy and large-scale transformation, all of which remain highly relevant to GrainCorp's ambition and evolving landscape. Looking ahead, I believe GrainCorp has significant opportunities to build its strengths, enhancing its core operations, leveraging technology, sustainability initiatives and market expertise to drive long-term growth. If reelected, I'll continue to bring my governance experience, strategic mindset and commercial insights to support the business and its leadership team. So thank you for your consideration, and I look forward to continuing to serve GrainCorp. Peter, back to you.

Peter Richards

executive
#31

Any questions for myself or Clive on his reelection? Fiona?

Fiona Balzer

shareholder
#32

Thank you. I was just wondering if, given this is the end of your first term, if you could give us any insight to anything that you had not expected to find because the outside of the company appears one way and often the inside is far more complex. And I would also like to know having -- Peter having spoken of his harvest tour, what sort of informal engagement do you undertake as part of your role as a Director of GrainCorp?

Clive M. Stiff

executive
#33

Thank you, Fiona. So I should say upfront that GrainCorp is a great business and has a really fantastic team running it. So I'd say as I look back on the first 3 years, it's not so much about unexpected things or surprises that I would have seen on the business and probably just more about differences between the companies I've worked for in the past. And obviously, potential opportunities that can be brought to bear in the GrainCorp business. And I may just cite a couple of examples and things that we've spoken about this morning already to a degree. But certainly, I am, as you said, from consumer goods originally and therefore, anything about customer experience is close to my heart. And I do believe that, that's something that we're focused on, a great deal these past few years with real investment into team and sites. We've talked about business transformation and process excellence that's obviously also something that's very significant in the world of consumer and consumer goods and food. And then finally, I'd articulate an example around sustainability, given I Chair of the committee, but also my team interest in that space. I think GrainCorp Next is a real case in point of where sustainability is not just for the sake of sustainability, but it's genuinely there to do well by doing good and it's ultimately a growth initiative. And Fiona, to answer the second part of your question, I think I'm probably speaking on behalf of all my fellow directors when I say that we all keenly like to get out of the board room, out of the head office and interact with our employee base and our customers on site, not just in Australia but also internationally. So that's something that I think we would all -- I'm not quite sure on the aggregate number of days, but I'm sure we could take that on notice, but it's considerable.

Peter Richards

executive
#34

It's interesting. Fiona, if you made that observation. Back in my Dyno Nobel days, I remember we recruited a senior manager from a competitor company. And after 6 months, he provided the insight that, gee, the outside-in view is a lot different from the inside-out view. So I've heard that before. Thanks, Clive. Another one?

Charles Kingston

analyst
#35

Quick question. So Clive doesn't feel left out. But noting your Cleanaway experience and being ahead of sustainability. I think Cleanaway is a big sort of CapEx potential spend on circularity and energy to waste and all these sustainability-type investments. But I think your position is Head of Sustainability. Could you give us all thoughts? Is there any sort of cross learnings between, I don't know, Cleanaway there in waste products we are doing something similar, maybe there's a conflict. And then just generally around, I think you've just said -- it's not just about doing good. It's about making money. But in your mind, are there any sort of tangible targets that you think about when if we're going to spend $500 million on Biofuels? What does it have to generate for shareholders, please?

Clive M. Stiff

executive
#36

Well, thank you for that question. And obviously, I'm not going to comment on Cleanaway's business at this particular meeting. But it goes without saying that I would imagine all directors, we'll always try and bring to bear their experience from one Board to another, draw parallels and draw learnings. And it's one of the richness of running a portfolio of Board roles, of course. So certainly, indeed, the Cleanaway business like GrainCorp is very focused on its sustainability credentials, both around just the -- being a good corporate citizen, as we've talked indeed this morning, but importantly, making sure it grows. So as that relates to the second part of your question, as we look at new investments, first and foremost, we're going to do them because they generate a good return. And if they don't generate a good enough return, then we'll work harder until they do, but it doesn't remove from the importance of doing those initiatives. I hope that provides a little bit of a perspective.

Peter Richards

executive
#37

Thank you. Any further questions for myself or Clive? Okay. Thank you. I appreciate that feedback. Okay. As I said, the votes are on the screen, and we now move into the final item of business, which relates to the grant of performance rights to our Managing Director. The explanatory notes in the notice provided a summary of the performance hurdles, vesting mechanisms and other conditions applicable to the FY '25 long-term incentive rights. The Board believes that the offer of these rights under the long-term plan is an important part of Robert's overall remuneration package as it is designed to provide a long-term incentive to pursue the continued growth and success of GrainCorp, which, in turn, is directly aligned with the interest of shareholders. The proxy votes are now being shown on the screen and happy to take any questions in relation to this. Yes, sir?

Unknown Shareholder

shareholder
#38

[ Steven Fronti ], a shareholder. Spurway's families in the top 20 shareholders and Mr. Spurway sold 267,000 in the year. So it looks like he's got more than enough shares, and he's certainly already aligned.

Peter Richards

executive
#39

Thank you. It's an interesting position. In terms of the sale of shares, as we've said, we align his interest with shareholders in which he has to hold the shares and has issued these shares for a period of time. That then creates significant tax liability. And at time to time, he needs to address that tax liability. So that's the only reason for any sale. If you didn't continue to reward both Robert and our senior team on a yearly basis, there is always the chance of flight. But I think it's something that we monitor it regularly and we'll take your feedback, but we're pretty comfortable with the position we've got with the reward and the incentives that we provide our management team. Yes?

Charles Kingston

analyst
#40

Just around the ROIC target. Please correct me if I'm wrong again, but -- it sounds like that gets reset depending on the cycle and what have you -- but I think we have a $320 million EBITDA target throughout the cycle. So why can't we have an ROIC target throughout the cycle to which these rights and pay is benchmarked against? It seems a bit contradictory if we have one target through the cycle that you put out, but if you're getting paid on something that can get reset depending on variability, et cetera.

Peter Richards

executive
#41

Yes, through the cycle is representative of in a normal year, what this business could achieve under the way we leverage the assets today. And it's that sort of a benchmark that we're trying to diligently lift up on a year-on-year basis. There was a situation -- I mentioned the drought, there was a situation for I'm going to say 6 years, if not 7 years, the LTI didn't pay out at all. And that is just not a system or a structure that is reflective of the extraordinary hard work that management team needs to indulge in even during the drought processes. So we looked at that and decided that it was a much more sensible basis that we do look at on an annual basis and reset the ROIC target but also reflective of the returns that we expect on capital investments, et cetera. It's worked quite well in terms of that flexibility. And as I said, it can vary according to the outlook that we have that we see each year when the harvest comes around. Any further questions? I certainly appreciate the level of questions today. So thank you. Okay. I think we're going to -- we've seen the proxy votes. I'm now going to ask shareholders, proxy holders and corporate representatives holding the yellow cards to complete the card, if you have not already done so and to finalize the poll. And MUFG is now roaming the room, if you can place those cards in the box. [Voting]

Peter Richards

executive
#42

Everyone's cards collected? Okay. Thank you very much. So I can now declare the polls on the resolutions closed. And as I said, we'll release the results on the ASX platform and on our website later on today. This now completes the formal items of business, and I'd like to thank you all for attending today. And obviously, specifically, our shareholders, our customers, the executive team and staff, the company's advisers and auditors and MUFG and of course, certainly, my fellow Board members. So thank you very much, and I declare the meeting closed.

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